Exhibit 10.02


                             SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into by and
between Diatect International Corporation, a California corporation (the
"Company"), and the undersigned subscriber, (the "Investor"), to purchase
securities of the Company pursuant hereto.


         The Company is offering for sale up to One Million Four Hundred
Thousand (1,400,000 shares of its restricted common stock, no par value per
share (the "Common Stock") at a purchase price of $0.287 per share.

         On the foregoing premises, the Investor hereby subscribes for the
purchase of the Common Stock on the following terms and conditions:

         1. Subscription to Purchase Common Stock

                  1.1 Offer to Purchase. Subject to the terms and conditions of
         this Agreement, the Investor irrevocably subscribes to purchase at
         Closing (as hereinafter defined), as follows:

         Name of Investor: Philip M. Morrell

         Number of Shares: 1,400,000

         Total Subscription Price: $402,000

         With this Agreement, the Investor is also tendering to the Company: (i)
a suitability letter, (ii) an investment letter, (iii) payment of the full
subscription amount, and (iv) a certificate of corporation, partnership, or
other entity, if applicable. The foregoing are sometimes hereinafter referred to
as the "Subscription Documents."

                  1.2 Acceptance or Rejection. The acceptance or rejection of
         the offer to purchase Common Stock shall take place at such time and
         place within a maximum of up to 10 days of the date hereof, as the
         Company may specify (which time and place are designated as the
         "Closing"). The purchaser has read and understands that there are no
         provisions for escrow of the funds being delivered concurrently with
         the execution of this Agreement and further understands that at the
         Closing, the Company shall either (a) accept this subscription (in
         whole or in part) and deliver to the Investor certificates represent
         the Common Stock, all against delivery to the Company of the full
         purchase price of the Common Stock or (b) reject this subscription and
         return to the Investor his or her subscription (or as much thereof as
         is not accepted).

         2. Representations. The Investor hereby represents and warrants as
follows:

                  2.1 Age. The Investor, if a natural person, is over the age of
         18 years.

                  2.2 No Governmental Approval. The Investor acknowledges that
         neither the United States Securities and Exchange Commission nor the
         securities commission of any other state or federal agency has made any
         determination as to the merits of purchasing the Common Stock.

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                  2.3 Information Provided by the Investor. All information,
         which the Investor has provided to the Company, or to its
         representatives concerning the Investor's suitability to invest in the
         Company, is complete, accurate, and correct as of the date of this
         Agreement. Such information includes, but is not limited to,
         information concerning the Investor's personal financial affairs,
         business position, and the knowledge and experience of the Investor and
         the Investor's advisors.

                  2.4 Information Provided by the Company. The Investor has been
         provided with all material information requested by either the
         Investor, the Investor's purchaser representative, or others
         representing the Investor, including any information requested to
         verify any information furnished, and there has been direct
         communication between the Company and its representatives on the one
         hand and the Investor and the Investor's representatives and advisors
         on the other in connection with information regarding the purchase made
         hereby. There has been made available the opportunity to ask questions
         of and receive answers from the Company and/or the officers, employees,
         or representatives of the Company concerning the terms and conditions
         of this offering and to obtain any additional information (to the
         extent the Company possesses such information or can acquire it without
         unreasonable effort or expense) desired or necessary to verify the
         accuracy of the information provided.

                  2.5 Subscription Subject to Acceptance. The Investor
         acknowledges that this Agreement may be accepted or rejected by the
         Company with respect to all or part of the amount subscribed and that,
         to the extent the subscription may be rejected, the accompanying
         subscription payment will be refunded without payment of interest and
         without deduction of expenses.

                  2.6 Financial Condition of the Investor. The Investor has
         adequate means of providing for his or her current needs and possible
         personal contingencies and has no need now, and anticipates no need in
         the foreseeable future, to sell the securities for which the
         undersigned hereby subscribes. The Investor represents that Investor is
         able to bear the economic risks of this investment and is able to hold
         the securities for an indefinite period of time and has a sufficient
         net worth to sustain a loss of the entire investment, in the event such
         loss should occur.

                  2.7 Purchase Entirely for Own Account. The Investor has no
         present intention of dividing the securities with others or of
         reselling or otherwise disposing of any portion of the securities,
         unless registered pursuant to a registration statement filed with the
         Securities and Exchange Commission.

                  2.8 No Reliance on Unauthorized Representations. The Investor
         has relied on no representations from the Company, or any broker or
         salesman or their partners, shareholders, directors, officers,

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         employees, or agents. In making a decision to purchase the securities,
         the Investor has made an independent investigation without assistance
         of the Company. The Investor has received no offering literature
         regarding the Company.

                  2.9 No Solicitation. The Investor was at no time solicited by
         any leaflet, public promotional meeting, circular, newspaper or
         magazine article, radio or television advertisement, or any other form
         of general advertising or solicitation in connection with the offer,
         sale, or purchase of the securities.

         3. Representations Regarding Exemptions and Restrictions on Transfer.
The Undersigned is executing and delivering to the Company a separate investment
letter setting forth additional representations and warranties, which are
incorporated herein by reference.

         4. Indemnity. The Investor hereby agrees to indemnify the Company, any
registered sales agent, and any person participating in the offering, to hold
them harmless, and to grant them a right of set-off, from and against any and
all liability, damages, cost, or expense (including, but not limited to,
reasonable attorneys' fees), including the amount paid in settlement and whether
or not suit is commenced, incurred on account of or arising out of:

                  (a) Any inaccuracy in the Investor's declarations,
         representations, and warranties set forth in any subscription document
         executed and delivered by the Investor in connection with his or her
         subscription for the Common Stock;

                  (b) The disposition of any of the securities contrary to the
         Investor's declarations, representations, and warranties set forth
         herein or in any subscription document executed in connection with his
         or her subscription for the Common Stock; and

                  (c) Any action, claim, threat, allegation, suit or proceeding
         based on (i) the claim that any such declaration, representation, or
         warranty was inaccurate or misleading or otherwise cause for obtaining
         damages or redress from the Company, any sales agent, or any person
         participating in the offering; or (ii) the disposition of any of the
         securities by any party hereof.

         5. Setoff. Notwithstanding the provisions of the last preceding section
or the enforceability thereof, the Investor hereby grants the Company the right
of Setoff against any amounts payable by the Company to the Investor for
whatever reason, any and all damages, costs, or expenses (including, but not
limited to, reasonable attorneys' fees) incurred on account of or arising out of
any of the items referred to in clauses (a) through (c) of the last preceding
section.

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         6. Miscellaneous. The Investor further understands, acknowledges, and
agrees that:

                  (a) This Agreement is not transferable or assignable by the
         Investor.

                  (b) This Agreement constitutes the entire agreement between
         the parties respecting the subject matter hereof.

                  (c) Notwithstanding any of the representations, warranties,
         acknowledgments, or agreements made herein by the Investor, the
         Investor does not hereby or in any other manner waive any rights
         granted to the Investor under federal or state securities laws.

                  (d) This Agreement does not entitle the undersigned to any
         rights as a shareholder of the Company's securities with respect to any
         securities purchasable hereunder which have not been fully paid for.

                                                      INVESTOR


Date:    March 9, 2005                                Philip M. Morrell
                                                      --------------------------
                                                       Subscriber
------------------------
Social Security Number
                                                      /s/ Philip M. Morrell
                                                      --------------------------
                                                       Signature
615 Desota Street
Salt Lake City, UT  84103

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