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Exhibit No.  10.10

Subscription Agreement



                     EASTBROKERS INTERNATIONAL INCORPORATED

                             SUBSCRIPTION AGREEMENT


TO:      Eastbrokers International Incorporated
         c/o J.B. Sutton Group, LLC
         1010 Northern Blvd., Suite 214
         Great Neck, NY 11021

         Walsh Manning Securities, LLC
         90 Broad Street
         New York, NY 10004

Dear Sirs:

         You have advised the undersigned  ("undersigned" or "Subscriber")  that
Eastbrokers International  Incorporated (the "Company"), a Delaware corporation,
is offering to Accredited  Investors  only: (a) 800,000 Units on a best efforts,
all or none basis and an additional  450,000 Units on a best efforts basis, each
Unit  consisting of one (1) share of Common Stock,  par value $.05,  and one (1)
Class C Common  Stock  Purchase  Warrant  (a  "Unit");  (1,) the Units are being
offered on the terms set forth in the Confidential  Offering  Memorandum,  dated
February  5,  1998  (the  "Memorandum11),   which  is  being  furnished  to  the
undersigned   herewith;   (c)  the  minimum   investment  is  $50,000   although
subscriptions  for less amounts may be sold at the discretion of the Company and
J.B.  Sutton  Group,  LLC, and Walsh  Manning  Securities,  LLC (the  "Placement
Agents"),  which are acting as exclusive Placement Agents in connection with the
Offering.  Terms not defined herein shall have the meanings  assigned to them in
the Memorandum.

         1.  Subscription.

                  (a) Subject to the terms and conditions hereof the undersigned
         hereby  tenders  this   Subscription   together  with  payment  of  the
         subscription  price for each Unit being purchased (the "Funds") by wire
         transfer,   check,   certified  check  or  cashiers  check  payable  to
         "Eastbrokers  International-Escrow Account" in the amount of $5 .00 per
         Unit.

                  (b)  Tender  of  the  aforesaid  Funds,   together  with  this
         Agreement (the  "Documents"),  shall be made by delivery of same to the
         Agents at J.B. Sutton Group, LLC, 1010 Northern Blvd., Suite 214, Great
         Neck, NY 11021, Attn: Bud Clark and/or Walsh Manning Securities LLC, 90
         Broad Street,  New York, NY 10004,  Attn: Ted Burns or by wire transfer
         to  Republic   National   Bank,   as  escrow   agent  for   Eastbrokers
         International  Inc.  For  instruction  on how to wire  transfer  funds,
         contact the Placement Agents. In the event that the Subscription is not
         accepted,  all  Funds  shall be  returned  to the  undersigned  without
         interest and without deducting for any of the expenses of the Offering.

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         2.  Acceptance of Agreement.

         The Company shall have the right to accept or reject this subscription,
in whole or in part, in its discretion.

         3. Representations and Warranties of the Undersigned.

         As an  inducement  to the Company to make an offer to the  undersigned,
the undersigned  hereby represents and warrants to the Company and the Agents as
follows:

                  (a) The  undersigned  is an "Accredited  Investor"  within the
         meaning of Rule 501(a), promulgated under the Securities Act of 1933 as
         amended  (the  "Securities  Act"),  and,  together  with his  financial
         advisors,  if any,  have such  knowledge and expertise in financial and
         business  matters as to be capable of  evaluating  the merits and risks
         involved in an investment in the Units.

                  (b) The address set forth at the foot of this Agreement is the
         undersigned's true and correct residence address, and he has no present
         intention of becoming a resident of any other state or jurisdiction.

                  (c) The undersigned has received and read or reviewed,  and is
         familiar with the terms and conditions and other  information set forth
         in the  Memorandum  and  this  Agreement,  and  he  confirms  that  all
         documents,  records  and  books  pertaining  to the  investment  in the
         Company and  requested by him,  including but not limited to the Annual
         Report on Form 10-KSB,  as amended,  for the fiscal year ended March31,
         1997;  Quarterly Report on Form 10-QSB, for the six months September30,
         1997;  Form 8-K,  filed  November 6, 1997;  Form 8-K, filed January 27,
         1998;  and Notice of Meeting and Proxy  Statement  relating to the 1997
         Annual Meeting, have been made available or delivered to him.

                  (d)  The  undersigned  has  had an  opportunity  to ask of the
         Company,  or a person  or  persons  acting on its  behalf,  any and all
         relevant   questions  of  and  receive  answers  from  the  Company  in
         connection  with any aspect of the Company and the terms and conditions
         of this  investment,  and has received  answers  which the  undersigned
         considers to be responsive to such questions.

                  (e) The undersigned  understands  that the Units have not been
         registered  under the  Securities  Act in reliance on an exemption  for
         private  offerings  and he further  understands  that he is  purchasing
         Units  without being  furnished  any offering  literature or prospectus
         other than the Memorandum.

                  (f) The Units for which the undersigned  hereby subscribes are
         being  acquired  solely for his own account for  investment and are not
         being purchased with a view to or for the

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resale, distribution,  transfer, fractionalization or other disposition thereof,
and  the  undersigned  has  no  present  plans  to  enter  into  such  contract,
undertaking, agreement or arrangements.

         (g) The undersigned acknowledges and is aware of the following:

                  (i)  That   there   are   substantial   restrictions   on  the
transferability  of the Units;  that other than as set forth in the  Memorandum,
the Units  will not be,  and  investors  in the  Company  will have no rights to
require that the Units be, registered under the Securities Act.

                  (ii)That there never has been any  representation,  guarantee,
or warranty made to the  undersigned by any broker,  the Company,  its officers,
directors,  agents (including without  limitation,  the Agents), or employees or
any other person, expressly or by implication, as to:

                           (A) The  approximate  or exact length of time that he
                  will be required to remain as owner of his Units.

                           (B) The  percentage  of profits  and/or  amount of or
                  type of  consideration,  profit or loss (including tax credits
                  and/or  benefits) to be realized,  if any, as a result of this
                  investment.

                           (C) The past performance or experience on the part of
                  the Company, its personnel,  affiliates,  Agents, employees or
                  of any other person,  will in any way indicate the predictable
                  results of the ownership of Units.

                  (iii)  That the  Company  will rely on the  offer to  purchase
being made by the undersigned hereby and that,  accordingly,  this offer may not
be canceled, rescinded or otherwise revoked by the undersigned.

         (h)  The  Subscriber  is  making  the  foregoing   representations  and
warranties  with the  intent  that they may be  relied  upon by the  Company  in
determining  the suitability of the sale of the Securities to the Subscriber for
purposes of federal and state securities laws.

         (i) The Subscriber  further  acknowledges  that the Subscriber has been
advised that the Securities being purchased by the Subscriber hereunder have not
been registered  under the provisions of the Securities Act and that the Company
has represented to the Subscriber  (assuming the veracity of the representations
of the Subscriber made herein) that the Securities have been offered and sold by
the Company in reliance upon an exemption from registration  provided in Section
4(2) of the Securities Act and Regulation D thereunder.

         (j) In entering into this Agreement and in purchasing  the  Securities,
the Subscriber further acknowledges that:

                  (i)  The  Company  has  informed  the   Subscriber   that  the
Securities  have not been  offered for sale by means of general  advertising  or
solicitation.

                 (ii) The  Securities  may not be  resold by the  Subscriber  in
absence of registration under the Securities Act or exemption from registration.
In particular,  the undersigned is aware that the Units, Common Stock,  Warrants

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and Warrant Shares will be "restricted  securities,"  as such term is defined in
Rule 144 promulgated under the Securities Act ("Rule 144'~), and they may not be
sold pursuant to Rule 144 until the conditions thereof are met.

                  (iii)   The   following   legend   shall  be   placed  on  the
Certificate(s) evidencing the Securities:

THE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"),  OR ANY STATE  SECURITIES  LAWS AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED OR OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                  (iv)  The  Company  may  place a stop  transfer  order  on its
transfer  books  against the  Securities.  Such stop order will be removed,  and
further  transfer  of  the  Securities  will  be  permitted  upon  an  effective
registration of the respective  Securities,  or the receipt by the Company of an
opinion of counsel satisfactory to the Company that such further transfer may be
effected pursuant to an applicable exemption from registration.

                  (v) The purchase of the  Securities  involves  risks which the
Subscriber has  evaluated,  and the Subscriber is able to bear the economic risk
of the purchase of such securities and the loss of its entire investment.

         (k) The undersigned has completed the accompanying  Qualified  Investor
Questionnaire  and has delivered it herewith and represents and warrants that it
is accurate and true in all respects and that it accurately and completely  sets
forth  the  financial  condition  of the  undersigned  on the date  hereof.  The
undersigned has no reason to expect there will be any material adverse change in
his  financial  condition  and will  advise  the  Company  of any  such  changes
occurring prior to the closing or termination of the Offering.

         (1) The  undersigned  has  reached  the age of majority in the state in
which  the  undersigned  resides,  has  adequate  means  of  providing  for  the
undersigned's  current  needs and  personal  contingencies,  is able to bear the
substantial  economic risks of an investment in the Securities for an indefinite
period  of  time,  has no  need  for  liquidity  in  such  investment,  and  the
undersigned is prepared to lose his entire investment in the Securities.

         (m) The  undersigned's  overall  commitment to investments that are not
readily marketable is not, and his acquisition of Securities will not cause such
overall commitment to become, disproportionate to his net worth.

         (n) The  Subscriber  acknowledges  that the Subscriber has made his own
investigation  concerning  the  business  and affairs of the Company and in that
connection,  the Subscriber  acknowledges  the previous  receipt of the Offering
Memorandum and the exhibits attached thereto.

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         (o) The undersigned  understands  that the Company shall have the right
to  accept  or  reject  this  subscription  in  whole or in  part.  Unless  this
subscription is accepted in whole or in part by the Company prior to the Initial
Closing  (as such  term is  defined  in the  Offering  Memorandum)  or the final
closing date, this subscription shall be deemed rejected in whole.

         (p) It never  has been  represented,  guaranteed  or  warranted  by any
broker,  the Company,  the Placement  Agents,  any of the  officers,  directors,
stockbrokers,  partners,  employees  or agents of either of the  Company  or the
Placement  Agents,  or any other persons,  whether  expressly or by implication,
that:

                           (i) the Company or the  undersigned  will realize any
         given  percentage of profits  and/or  amount or type of  consideration,
         profit  or  loss  as a  result  of  the  Company's  activities  or  the
         undersigned's investment in the Company; or

                           (ii)the  past   performance   or  experience  of  the
         management  of the  company,  or of any other  person,  will in any way
         indicate the predictable  results of the ownership of the Securities or
         of the Company's activities.

         The foregoing  representations  and warranties are true and accurate as
of the date hereof and shall be true and  accurate as of the date of delivery of
the Funds to the Company and shall survive such delivery.

         If in any respect such representations and warranties shall not be true
and accurate prior to delivery of the Funds pursuant to Paragraph I hereof,  the
undersigned  shall give written  notice of such fact to the Company,  specifying
which  representations  and warranties are not true and accurate and the reasons
therefor.

         4. Representations and Warranties of the Company.

         The  Company   represents  and  warrants  to,  and  agrees  with,  each
Subscriber as follows:

         (a)  The  Company  is  duly  organized,  validly  existing  and in good
standing under the laws of its state of incorporation,  with all requisite power
and authority to own, lease,  license,  and use its properties and assets and to
carry out the business in which it is engaged,  except where the failure to have
or be any of the  foregoing may not  necessarily  be expected to have a material
adverse effect on the Company's presently conducted  businesses.  The Company is
duly  qualified  to transact  the business in which it is engaged and is in good
standing as a foreign  corporation in every jurisdiction in which its ownership,
leasing,  licensing  or use of property or assets or the conduct of its business
make such qualification  necessary,  except where the failure to be so qualified
may not be  expected  to have a  material  adverse  effect  upon  the  Company's
business.

         (b) The Company is  authorized  to issue  20,000,000  shares of capital
stock, of which  10,000,000  have been  designated  preferred stock at par value
$.01,  and  10,000,000  have been  designated  common stock,  par value S.05 per
share.  As of February 4, 1998, the Company had issued an outstanding  3,063,000
shares of Common Stock and no shares of Preferred Stock.

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         (c) The  Company  has all  requisite  power and  authority  to execute,
deliver and perform its  obligations  under this Agreement,  to issue,  sell and
deliver the Units.  This Agreement has been duly authorized by the Company,  and
when executed and delivered by the Company, will constitute the legal, valid and
binding  obligation of the Company,  enforceable as to the Company in accordance
with its terms, except as enforcement may be limited by bankruptcy,  insolvency,
reorganization,  arrangement,  fraudulent conveyance or transfer,  moratorium or
other laws or court  decisions,  now or  hereinafter  in effect,  relating to or
affecting  the rights of  creditors  generally  and as may be limited by general
principles of equity and the discretion of the court having  jurisdiction  in an
enforcement action (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

         (d) No consent, authorization, approval, order, license, certificate or
permit of or from, or declaration or filing with, any federal,  state,  local or
other  governmental  authority or any court or any other tribunal is required by
the Company for the  execution,  delivery or  performance by the Company of this
Agreement or the execution, issuance, sale or delivery of the Units.

         (e) No  consent  of any  party  to any  material  contract,  agreement,
instrument, lease, license, arrangement or understanding to which the Company is
a party or to which any of its  properties or assets are subject is required for
the execution,  delivery or performance by the Company of this Agreement, or the
execution, issuance, sale or delivery of the Units.

         (f) The execution,  delivery and performance of this Agreement will not
violate,  result in a breach of,  conflict  with (with or without  the giving of
notice or the passage of time or both) or entitle any party to terminate or call
a default under any material contract,  agreement,  instrument,  lease, license,
arrangement or understanding or violate or result in a breach of any term of the
certificate  of  incorporation  or by-laws of, or conflict  with any law,  rule,
regulation,  order, judgment or decree binding upon, the Company or to which any
of its operations, businesses, properties or assets are subject.

         (g) The Units, Common Stock,  Warrants and Warrant Shares upon delivery
to the Subscriber, will be validly issued, fully paid and nonassessable and will
not be issued in violation  of any  preemptive  or other rights of  stockholders
known to the Company.

         5. Registration Rights.

         (a) The Company  hereby  agrees to use its best efforts on one occasion
to file a registration  statement  with the  Securities and Exchange  Commission
("SEC") upon  receipt of demand from a  "majority"  of the holders of the Common
Stock and the Warrants at any time after six months of the final  closing of the
Offering,  registering the Common Stock,  Warrants and Warrant Shares for resale
under the Securities  Act. The Company further agrees to use its best efforts to
have  such  registration  statement  declared  effective  by the  SEC as soon as
reasonably  possible  thereafter.  The Company  shall bear all fees and expenses
incurred by it in the preparation and filing of the  registration.  A "majority"
means more than 50% of the holders of the Common Stock and the Warrants.

         (b) If,  at any time,  the  Company  proposes  to  register  any of its
securities  under the Act (other than in connection with a merger or acquisition
and the Company  utilizes  Form S-4 or other  similar form) it will give written
notice by registered mail, at least thirty (30) days prior to the filing of each
such  registration  statement,  to each of the Placement Agents and to all other

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Holders of the Common  Stock,  Warrants  and/or the  Warrant  Securities  of its
intention to register its  securities.  If any of the Placement  Agents or other
Holders of the Common  Stock,  Warrants  and/or  Warrant  Securities  notify the
Company within twenty (20) days after receipt of any such notice of its or their
desire to include the Common Stock,  Warrants and the Warrant Securities in such
proposed registration statement,  the Company shall afford each of the Placement
Agents and such Holders of the Common Stock,  Warrants and/or Warrant Securities
the  opportunity  to  have  any  such  Common  Stock,  Warrants  and/or  Warrant
Securities  registered under such registration  statement.  Notwithstanding  the
provisions  of this Section  5(b),  the Company shall have the right at any time
after  it  shall  have  given  written   notice   pursuant  to  this  Section  5
(irrespective  of whether a written request for inclusion of any such securities
shall  have  been  made) to elect  not to file  any such  proposed  registration
statement,  or to withdraw the same after the filing but prior to the  effective
date thereof.

         (c) If and whenever the Company is required by any of the provisions of
this Agreement to use its best efforts to effect the  registration for resale of
any of the Common Stock,  Warrant and Warrant Shares under the  Securities  Act,
the  Company  shall  (except  as  otherwise  provided  in  the  Agreement),   as
expeditiously as possible (subject any conditions set forth herein):

                  (i) prepare and file with the SEC a registration  statement on
an  appropriate  form and shall use its best efforts to cause such  registration
statement to become effective as soon as reasonably possible.

                  (ii)prepare   and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to comply with the  provisions of the Securities Act with respect to the sale or
other  disposition  of all  securities  covered by such  registration  statement
whenever  the  holders  of such  securities  shall  desire to sell or  otherwise
dispose of the same (including prospectus  supplements with respect to the sales
of securities  from time to time in  connection  with a  registration  statement
pursuant to Rule 415 of the SEC);

                  (iii)  furnish  to each  holder  such  numbers  of copies of a
summary  prospectus or other prospectus,  including a preliminary  prospectus or
any  amendment  or  supplement  to  any  prospectus,   in  conformity  with  the
requirements of the Securities Act, and such other documents, as such holder may
reasonably  request in order to facilitate the public sale or other  disposition
of the securities owned by such holder;

                  (iv)  use  its  best  efforts  to  register  and  qualify  the
securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as the holders shall reasonably request, and
do any and all other acts and things  which may be  necessary  or  advisable  to
enable each holder to consummate  the public sale or other  disposition  in such
jurisdiction  of the Units owned by such holder,  except that the Company  shall
not for any such  purpose be  required  to qualify to do  business  as a foreign
corporation  in any  jurisdiction  wherein  it is not so  qualified  or to  file
therein any general consent to service of process;

                  (v)  notify  each  holder of  Common  Stock,  Warrants  and/or
Warrant  Shares  covered  by such  registration  statement,  at any time  when a
prospectus  relating thereto covered by such registration  statement is required
to be delivered under the Securities Act, of the happening of any event of which

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it  has  knowledge  as a  result  of  which  the  prospectus  included  in  such
registration  statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to make the  statements  therein not  misleading  in the light of the
circumstances then existing;  provided,  however, nothing contained herein shall
be deemed to require  the  Company to report any event or facts  which it is not
otherwise  required to report under the  Securities and Exchange Act of 1934, as
amended.

                  (vi) keep the prospectus  covering the Common Stock,  Warrants
and the Warrant Shares current for the term of the Warrants.

         6. Lock-Up Agreement.

         The Subscriber hereby  understands and agrees that the Units,  Warrants
and Warrant  Shares shall be subject to a lock-up  agreement in favor of both of
the Placement  Agents.  Pursuant to this Section 6, the Subscriber  agrees that,
provided the Company has fulfilled its registration  obligations under Section 5
hereof, the Units, Warrants or Warrant Shares shall not be sold,  transferred or
assigned  without the prior written consent of the Placement Agents for a period
of 12 months from the Final Closing.

         The Subscriber  understands and agrees that a legend may be placed upon
the  certificates  representing the Securities and a "stop transfer" order given
to the Company's transfer agent to effectuate the lock-up agreement.

         7. Indemnification.

         The undersigned  acknowledges that he understands the meaning and legal
consequences  of the  representations  and  warranties  contained in Paragraph 3
hereof,  and he hereby agrees to indemnify  and hold  harmless the Company,  the
Agents and their agents,  officers and  directors,  from and against any and all
loss,   damage  or  liability  due  to  or  arising  out  of  a  breach  of  any
representation or warranty of the undersigned contained in this Agreement.

         8.   No Waiver.

         Notwithstanding any of the representations, warranties, acknowledgments
or agreements made herein by the  undersigned,  the undersigned does not thereby
or in any other manner waive any rights  granted to him under  federal and state
securities laws.

         9.  Transferability.

         The undersigned agrees not to transfer or assign this Agreement, or any
of his interest.

         10.  Revocation.

         The  undersigned  agrees  that he shall not have the  right to  cancel,
terminate or revoke this  Agreement or any  agreement  of the  undersigned  made
hereunder,  and that this Agreement shall survive the death or disability of the
undersigned, except as provided below in Paragraph 11.

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         11.  Termination of Agreement.

                  (a) If all of the Units shall not be  subscribed  and paid for
         by the Closing Date, as extended,  or if any representation or warranty
         of the  undersigned  contained  in Paragraph 3 hereof shall not be true
         prior to  delivery  of the Funds  pursuant  to  Paragraph  1 hereof and
         written notice of such fact has been given to the Company,  then and in
         any such event, this Agreement shall be null and void and of no further
         force and effect,  and no party shall have any rights against any other
         party  hereunder,  and the Escrow  Agent shall  promptly  return to the
         undersigned the Funds, without interest, and this Agreement.

                  (b) In connection with the foregoing,  the  undersigned  shall
         complete  and tender  together  with this  Agreement  the  federal  tax
         information required by Form W9 or Form W-8, as appropriate.

         12.  Miscellaneous.

                  (a)  All  notices  or  other   communications  given  or  made
         hereunder  shall be in  writing  and  shall be  delivered  or mailed by
         registered  or  certified  mail,  return  receipt  requested,   postage
         prepaid,  to the  undersigned at his address set forth below and to the
         Company at the address set forth at the outset of this Agreement.

                  (b) This Agreement  shall be construed in accordance  with and
         governed by the laws of the State of New York.

                  (c) This Agreement  constitutes the entire  agreement  between
         the parties hereto with respect to the subject matter hereof and may be
         amended only by a writing executed by all parties.

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                                   SIGNATURES

      IN WITNESS  WHEREOF,  the parties  hereto have executed this  Subscription
Agreement and Power of Attorney as of the day and year set forth below.
Dated:       1998

                                          --------------------------------------
                                          Name (Please Print)


                                          --------------------------------------
                                          Signature


                                          --------------------------------------
                                          Address:
Number of Units ($5.00 per Unit):

                                          --------------------------------------
                                          Number and Street
--------------------------------------

                                          --------------------------------------
                                          City State Zip Code

Subscription Amount:


$-------------------

                                          Social Security Number or other 
                                          Taxpayer Identification Number:


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

                                          Name of Purchaser Representative 
                                          (if any)


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

      The Company  hereby  accepts this  Subscription  pursuant to the terms and
conditions of the Memorandum.

                                    EASTBROKERS INTERNATIONAL INCORPORATED



                                    By:--------------------------------------
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