Form of Sub Agreement


    SECURITIES
      PURCHASE AGREEMENT

    


    THIS
      SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth
      below, is entered into by and between Mezey Howarth Racing Stables, Inc., a
      Nevada corporation, (the "Company"), and the undersigned (the
      "Buyer").

    


    


    1.
      AGREEMENT TO PURCHASE; PURCHASE PRICE.

    


    a.
      Upon
      the
      terms and subject to the conditions of this Agreement, on the Purchase Date
      (as
      defined below) the Company will issue and sell to Purchaser, and Purchaser
      agrees to purchase from the Company, ________ (------) shares of the Company's
      Common Stock (the "Shares") at a purchase price of _______ ($_____) per Share,
      for a total purchase price of _______________ ($_______). The term "Shares"
      refers to the purchased Shares and all securities received in replacement of
      or
      in connection with the Shares pursuant to stock dividends or splits, all
      securities received in replacement of the Shares in a recapitalization, merger,
      reorganization, exchange or the like, and all new, substituted or additional
      securities or other properties to which Purchaser is entitled by reason of
      Purchaser's ownership of the Shares.

    


      b.
      Purchase. The purchase and sale of the Shares under this Agreement shall occur
      at the principal office of the Company simultaneously with the execution of
      this
      Agreement by the parties, or on such other date as the Company and Purchaser
      shall agree (the "Purchase Date"). On the Purchase Date, the Company will
      deliver to Purchaser a certificate representing the Shares to be purchased
      by
      Purchaser (which shall be issued in Purchaser's name) for cash, services
      rendered, intellectual property, or any combination thereof by Purchaser to
      the
      Company in the amount of ___________ Dollars ($__________).

    


    


    2.
      SECURITIES
      LAW COMPLIANCE

    


    RESTRICTED
      SECURITIES. The Purchased Shares have not been registered under the 1933 Act
      and
      are being issued to Purchaser in reliance upon the exemption from such
      registration provided by Section 4(2) of the 1933 Act. Purchaser hereby confirms
      that Purchaser has been informed that the Purchased Shares are restricted
      securities under the 1933 Act and may not be resold or transferred unless the
      Purchased Shares are first registered under the Federal securities laws or
      unless an exemption from such registration is available. Accordingly, Purchaser
      hereby acknowledges that Purchaser is prepared to hold the Purchased Shares
      for
      an indefinite period and that Purchaser is aware that SEC Rule 144 issued under
      the 1933 Act which exempts certain resales of unrestricted securities is not
      presently available to exempt the resale of the Purchased Shares from the
      registration requirements of the 1933 Act.

    


    


    3.
      REPRESENTATIONS AND WARRANTIES OF PURCHASER. 

    


    Purchaser
      hereby represents and warrants that:

    


    (i)
      The
      Purchased Shares are being acquired for investment purposes only for the
      Purchaser's own account, and not as a nominee or agent, and not with a view
      to
      the resale or distribution of all or any part of the Purchased Shares. Purchaser
      is prepared to hold the Purchased Shares for an indefinite period and has no
      present intention of selling, granting any participating interest in, or
      otherwise distributing any of the Purchased Shares. Purchaser does not have
      any
      contract, undertaking, agreement or arrangement with any person to sell,
      transfer or grant a participating interest in, any of the Purchased
      Shares.

    


    (ii)
      Purchaser has a preexisting personal or business relationship with either the
      Corporation or certain Board members or officers of the Corporation which is
      of
      a nature and duration sufficient to make Purchaser aware of the character,
      business acumen and general business and financial circumstances of the
      Corporation and/or such Board members or officers. In addition, Purchaser has
      been furnished with, and has had access to, such information concerning the
      Corporation's business, management and financial condition as he or she
      considers necessary or appropriate for deciding whether to invest in the
      Purchased Shares, and Purchaser has had an opportunity to ask questions and
      receive answers from the Corporation regarding the terms and conditions of
      the
      issuance of the Purchased Shares.

    


    (iii)
      Purchaser is able to fend for him or herself in the transactions contemplated
      by
      this Agreement, can bear the economic risk of investment in the Purchased Shares
      and has such knowledge and experience in financial or business matters to be
      capable of evaluating the merits and risks of the investment in the Purchased
      Shares. Purchaser is fully aware of: (i) the speculative nature of the
      investment in the Purchased Shares; (ii) the financial risk involved; (iii)
      the
      lack of liquidity for the Purchased Shares and (iv) the transfer restrictions
      and repurchase rights applicable to the Purchased Shares.

    


    


    4.
      RESTRICTIVE LEGENDS. The stock certificates for the Purchased Shares shall
      be
      endorsed with one or more of the following restrictive legends and any legend
      required to be placed thereon by the applicable blue sky laws of any
      state:

    


    "The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933. The shares may not be sold or offered for sale in the
      absence of (a) an effective registration statement for the shares under such
      Act, (b) a "no action" letter of the Securities and Exchange Commission with
      respect to such sale or offer or (c) satisfactory assurances to the Corporation
      that registration under such Act is not required with respect to such sale
      or
      offer."

    


    


        5.
      MISCELLANEOUS PROVISIONS

    


    A.
      GOVERNING LAW. This Agreement shall be governed by, and construed in accordance
      with, the laws of the State of California without resort to that State's
      conflict-of-laws rules.

    


    B.
      PURCHASER UNDERTAKING. Purchaser hereby agrees to take whatever additional
      action and execute whatever additional documents the Corporation may deem
      necessary or advisable in order to carry out or effect one or more of the
      obligations or restrictions imposed on either Purchaser or the Purchased Shares
      pursuant to the provisions of this Agreement.

    


    C.
      AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the entire contract
      between the parties hereto with regard to the subject matter

    hereof.

    


    D.
      COUNTERPARTS. This Agreement may be executed in counterparts, each of which
      shall be deemed to be an original, but all of which together shall constitute
      one and the same instrument.

    


    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the Buyer or one
      of
      its officers thereunto duly authorized as of the date set forth
      below.

    


    


    SIGNATURES
      

    


    IN
      WITNESS WHEREOF, the undersigned represents that the foregoing statements are
      true and correct and that it has caused this Agreement to be duly executed
      on
      its behalf this 31st day of July, 2007

      

    By:
      Mezey
      Howarth Racing Stables, Inc.

     

    ---------------------------------------

    J.
      Wade
      Mezey

    President

    


    


    By:
      

    


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