SHARE SUBSCRIPTION AGREEMENT
                          ----------------------------


TO:          ORNALI  GROUP  INC.


ADDRESS:     2533  W.  Carson  Street,  #A329
             Carson  City,  Nevada  89706


     1.  Share  Subscription.  The  undersigned  ("Subscriber") hereby agrees to
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purchase  __________________________  (_______________)  shares of common stock,
par  value  $$0.0001,  of Ornali Group Inc., a Washington corporation ("Company.

     2.     Issuer Representations and Warranties.  Issuer hereby represents and
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warrants  to  Subscriber  as  follows:

          2.1     Organization,  Good Standing and Qualification.  The Issuer is
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a  corporation  duly  organized, validly existing and in good standing under the
laws  of  the  State  of  Washington.

          2.2     Valid  Issuance  of  Common  Stock.   The  Common  Stock, when
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issued  and  delivered in accordance with the terms hereof for the consideration
expressed  herein,  will  be  validly  issued  and  outstanding,  fully paid and
nonassessable.

          2.3     No  Market Conditioning.  The Issuer undertook no activity for
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the  purpose  of,  or  that  could reasonably be expected to have the effect of,
conditioning  the  market in the United States for the Common Stock.  The Issuer
did not place any advertisements in any publication referring to the offering of
the  Common  Stock  for  sale.

     3.     Subscriber  Representations  and  Warranties.  Subscriber  hereby
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represents  and  warrants  to  Issuer  as  follows:

          3.1     Authority  of  Subscriber.  The  Subscriber, if a corporation,
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partnership,  trust,  or any other entity than a natural person, represents that
the  subscription  of  the  Common  Stock referred to in this Agreement does not
contravene  its  charter  or  other  organizational documents or the laws of the
country, state or province of its incorporation, formation or organization or of
any other relevant jurisdiction.  The Subscriber also represents that it has the
necessary  authorizations  to  that  effect.

          3.2     Investment  Experience.  The Subscriber has such knowledge and
                  ----------------------
experience  in  financial  and business matters that it is capable of evaluating
the  merits  and  risks of the prospective investment in the Common Stock, which
are  substantial  and  has in fact evaluated such merits and risks in making its
investment  decision  to purchase the Common Stock. The Subscriber, by virtue of


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its  business  and  financial  expertise,  has  the  capacity to protect its own
interest  in  connection  with  this  transaction,  or  has  consulted with tax,
financial, legal or business advisors as to the appropriateness of an investment
in  the  Common  Stock. The Subscriber has not been organized for the purpose of
investing  in  the Common Stock, although such investment is consistent with its
purposes.

       3.3     Accredited Investor -  The Subscriber  is (check applicable box):

     (a)     [  ]     a bank as defined in Section 3(a)(2) of the Securities Act
                      of  1933,  as  amended  (the "Act"), or a savings and loan
                      association  or  other  institution  as defined in Section
                      3(a)(5)(A)  of  the  Act acting in either an individual or
                      fiduciary  capacity.

     (b)     [  ]     an  insurance  company  as defined in Section 2(13) of the
                      Act.

     (c)     [  ]     an  investment  company  registered  under  the Investment
                      Issuer  Act  of  1940 or a business development company as
                      defined  in  Section  2(a)(48)  of  that  act.

     (d)     [  ]     a  Small  Business  Investment Issuer licensed by the U.S.
                      Small  Business Administration under Section 301(c) or (d)
                      of  the  Small  Business  Investment  Act  of  1958.

     (e)     [  ]     a  plan  established  and  maintained  by  a  state,  its
                      political subdivisions or any agency or instrumentality of
                      a  state  or its political subdivisions for the benefit of
                      its  employees, if such plan has total assets in excess of
                      $5,000,000.

     (f)     [  ]     an  employee benefit plan within the meaning of Title 1 of
                      the  Employee  Retirement Income Security Act of 1974, and
                      the  investment  decision  is made by a plan fiduciary, as
                      defined  in  Section  3(21) of such Act, which is either a
                      bank,  savings  and loan association, insurance company or
                      registered investment advisor, or an employee benefit plan
                      having  total  assets  in  excess  of  $5,000,000 or, if a
                      self-directed  plan, with investment decisions made solely
                      by  persons  who  are  Accredited  Investors.

     (g)     [  ]     a  private  business  development  company  as  defined in
                      Section  202(a(22) of the investment Advisors Act of 1940.

     (h)     [  ]     an  organization  described  in  Section  501(c)(3) of the
                      Internal  Revenue  Code  of  1986,  a  corporation,
                      Massachusetts  or similar business trust, or a partnership
                      not  formed  for  the  specific  purpose  of acquiring the
                      Common  Stock,  with total assets in excess of $5,000,000.


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     (i)     [  ]     any  trust  with  total assets in excess of $5,000,000 not
                      formed  for  the  specific purpose of acquiring the Common
                      Stock,  whose  purchase  is  directed  by  a sophisticated
                      person  who has such knowledge and experience in financial
                      and  business matters that he is capable of evaluating the
                      merits  and  risks  of  the  prospective  investment.

     (j)     [  ]     a  broker  or dealer registered pursuant to Section 15 of
                      the  Securities  Exchange  Act  of  1934,  as  amended.

     (k)     [  ]     an  individual  (See  Section  3.4(a)  below)

     (l)     [  ]     none  of  the  above  (See  Section  3.4(b)  below)


          3.4(a) Individual Subscriber. If the Subscriber is an individual, then
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     the  Subscriber  (check  an  applicable  box):

                    [  ]  is a director, executive officer or general partner of
                    the  issuer  of  the Common Stock being offered or sold or a
                    director,  executive officer or general partner of a general
                    partner  of  that  issuer.

                    [  ]  has  an  individual net worth, or joint net worth with
                    that  person's spouse, at the time of his purchase exceeding
                    $1,000,000.

                    [  ]  had an individual income in excess of $200,000 in each
                    of  the  two  most  recent  years  or joint income with that
                    person's spouse in excess of $300,000 in each of those years
                    and has a reasonable expectation of reaching the same income
                    level  in  the  current  year.

                    [  ]  none  of  the  above.

                              _____________  (Initial)

          3.4(b) If the Subscriber checked the box for "none of the above", then
the  Subscriber  is  an  entity  each equity owner of which is an individual who
could  check  one  of  the  first  three  boxes  in  section  3.4(a)  above.

                              _____________  (Initial)

          3.5     No  Distributor,  Dealer  or Underwriter.  Subscriber is not a
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distributor  or dealer of the Common Stock.  Subscriber is not taking the Common
Stock  with the intent to make a distribution of the Common Stock, as such terms
are  defined  in the Act and the '34 Act.  In any event, if Subscriber is deemed
to be the distributor of the Common Stock offered hereby, Subscriber will act in
accordance  with  applicable  law.


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          3.6     Investment  Intent.  The  Subscriber  is  acquiring the Common
                  ------------------
Stock for its own account and for investment purposes and not for sale or with a
view  to distribution of all or any part of such Common Stock and has no present
plans to enter into any contract, undertaking, agreement or arrangement for such
resale  or  distribution.

          3.7     No  Immediate  Need for Liquidity.  The Subscriber understands
                  ---------------------------------
that  the Common Stock is a "restricted security" within the meaning of the Act,
and  certificates  representing  the  Common  Stock  are  legended  with certain
restrictions  on  the resale of the Common Stock and the Common Stock may not be
resold  without  a  valid  exemption from registration under the Act, or until a
registration statement is filed with respect thereto under the Act. There can be
no  assurance  that  upon  registration of the Common Stock pursuant to the Act,
that  a  market  for  the  Common  Stock  will exist on an exchange or market or
quotation  system. Accordingly, the Subscriber is aware that there are legal and
practical  limits  on  the Subscriber's ability to sell or dispose of the Common
Stock,  and,  therefore  that  the Subscriber must bear the economic risk of the
investment  for an indefinite period of time.  The Subscriber has adequate means
of  providing  for  the  Subscriber's  current  needs  and  possible  personal
contingencies  and  has need for only limited liquidity of this investment.  The
Subscriber's commitment to illiquid investments is reasonable in relation to the
Subscriber's  net worth. The Subscriber is capable of bearing the high degree of
economic  risks and burdens of this investment, including but not limited to the
possibility  of  complete  loss  of all its investment capital and the lack of a
liquid  market, such that it may not be able to liquidate readily the investment
whenever  desired  or  at  the  then  current  asking  price.

          3.8     Exempt  Subscription.  The  Subscriber  understands  that  the
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Common  Stock  is being offered and sold in reliance on specific exemptions from
the  registration  requirements  of  U.S.  federal  and  state  law and that the
representations,  warranties, agreements, acknowledgments and understandings set
forth  herein  are  being  relied  upon  by  the  Issuer  in  determining  the
applicability  of  such  exemptions  and  the  suitability  of the Subscriber to
acquire  such  Common  Stock.

          3.9     Authority  of  Signatory.  The  Subscriber  has full power and
                  ------------------------
authority to execute and deliver this Agreement and each other document included
herein  as an exhibit to this Agreement for which signature is required, and the
person  executing  this  Agreement  on  behalf  of  the  subscribing individual,
partnership, trust, estate, corporation or other entity executing this Agreement
is a duly authorized signatory.  If the signatory of this Agreement on behalf of
the  Subscriber is not the Subscriber or an authorized officer or partner of the
Subscriber,  the  signatory  represents  and  warrants  to  the  Issuer that the
signatory  is  a  professional fiduciary of the Subscriber, acting solely in its
capacity  as  holder  of  such  account,  as  a  fiduciary, executor or trustee.

          3.10.     Private  Transaction.  At  no  time  was  the  Subscriber
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presented  with  or  solicited  by  any  leaflet,  public  promotional  meeting,
circular,  newspaper  or  magazine article, radio or television advertisement or
any  other  form  of  general  advertising.


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          3.11     Reliance  on  Own  Advisors.  The  Subscriber  has  relied
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completely  on  the  advice  of,  or  has  consulted with, his own personal tax,
investment,  legal  or other advisors and has not relied on the Issuer or any of
its affiliates, officers, directors, attorneys, accountants or any affiliates of
any  thereof and each other person, if any, who controls any thereof, within the
meaning  of  Section  15 of the Act, except to the extent such advisors shall be
deemed  to  be  as  such.

     4.     Subscriber'  Covenants  and  Acknowledgments.  Subscribers  make the
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following  covenants  and  acknowledgments

          4.1     Covenants  of Subscriber.  Subscriber shall not make any sale,
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transfer or other disposition of the Common Stock in violation of the Act or the
'34  Act,  or any other applicable securities laws, or the rules and regulations
of the U.S. Securities and Exchange commission or of any securities authority of
any  jurisdiction  in  which  the  sale,  transfer  or disposition of all or any
portion  of  the  Common  Stock  unless  and until (i) there is then in effect a
Registration  Statement  under  the Act covering such proposed sale, transfer or
disposition  and  such  disposition is made in accordance with such Registration
Statement; or (ii) the sale, transfer or disposition is made pursuant to a valid
exemption  from  the  registration  and  prospectus  delivery  requirements  of
applicable  securities  laws.

     4.2     Acknowledgments  of  Subscriber.  Subscriber  acknowledges  and
             -------------------------------
understands  as  follows:

               4.2.1     Risks  of  Investment.  The  Subscriber recognizes that
                         ---------------------
investment in the Issuer involves certain risks, including the potential loss of
the Subscriber's investment herein, and the Subscriber has taken full cognizance
of and understands all of the risk factors related to the purchase of the Common
Stock.

               4.2.2     No  Government  Approval.   No  federal or state agency
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has  passed upon the Common Stock or made any finding or determination as to the
fairness  of  this  transaction.

               4.2.3     Price.  The Price of the Common Stock was determined by
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the  Issuer  and  bears  no  relationship  to the Issuer's assets, book value or
results  of  operation.

               4.2.4     No  Registration.  The  Common  Stock and any component
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thereof  has  not  been  registered  under the Act or any securities laws of any
other jurisdiction by reason of exemptions from the registration requirements of
the  Act  and  such  laws,  and  may not be sold, pledged, assigned or otherwise
disposed of in the absence of an effective registration statement for the Common
Stock  and  any component thereof under the Act or unless an exemption from such
registration  is  available.

               4.2.5     No Assurances of Registration. There can be no absolute
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assurance  that  any  registration  statement  will be filed with respect to the
Common  Stock or the Common Stock underlying the Common Stock, or if filed, that
such  registration  statement  will  become  effective.  Therefore,  unless  an


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exemption  from the registration requirements under applicable law is available,
the  Subscriber  may  be  required to bear the economic risk of the Subscriber's
investment  for  an  indefinite  period  of  time.

               4.2.6     Legends.  The  certificates  representing  the  Common
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Stock  shall  bear  the  following  legend:

                    THIS  SECURITY  HAS  NOT  BEEN REGISTERED WITH THE U.S.
                    SECURITIES  AND  EXCHANGE  COMMISSION  UNDER  THE  U.S.
                    SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT") OR ANY
                    OTHER  SECURITIES  AUTHORITIES.  IT  IS  BEING  OFFERED
                    PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION   UNDER
                    REGULATIONS  PROMULGATED  UNDER  THE ACT. IT MAY NOT BE
                    SOLD  OR  TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE
                    REGISTRATION   STATEMENT   OR   AN   EXEMPTION  TO  THE
                    REGISTRATION  REQUIREMENTS  OF  THOSE  SECURITIES LAWS.

The  Issuer  may  in  its  sole  discretion  place  a  "Blue  Sky" legend on the
certificates  in  accordance  with  U.S. State securities laws or as required by
applicable  securities  laws.

     5.     Regulation  S.  Issuer and Subscriber agree that Issuer, through its
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transfer  agent,  shall refuse to register any transfer or attempted transfer of
the  Common  Stock not made in accordance with the provisions of Regulation S of
the  Securities Act of 1933 (the "Act"), pursuant to registration under the Act,
or  pursuant to an available exemption from registration.  The Subscriber agrees
to  resell the Common Stock only in accordance with the provisions of Regulation
S  of  the  Act,  pursuant  to  registration  under  the  Act, or pursuant to an
available  exemption  from  registration;  and  agrees  not to engage in hedging
transactions  with regard to the Common Stock unless in compliance with the Act.

     6.     Notices.  Any  notice  required  or permitted to be given under this
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Subscription  shall  be  deemed  to  have  been given when sent by registered or
certified  mail,  postage  prepaid, addressed to the person to receive notice at
the  last  address  available  in  the  records  of  the  Company.

     7.     Heirs and Successors Bound.  Subscriber may not cancel, terminate or
            --------------------------
revoke  this  Subscription.  Subscriber  executes this Subscription on behalf of
Subscriber,  Subscriber's  spouse  and  the  marital community composed of them.
This  Subscription  shall  bind  and inure to the benefit of Subscriber's heirs,
personal  representatives  and  successors.

     8.     Assignments.  Subscriber  may  not  assign  or delegate any right or
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duty  under  this  Subscription  without  the  written  consent  of the Company.

     9.     Applicable  Law  And  Jurisdiction.
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          9.1     This  Agreement  shall  be  governed  by  and  construed  in
accordance with the laws of the State of Washington, without regard to conflicts
of  law  principles.

          9.2     In  the event of any dispute, controversy, claim or difference
that  should  arise  between  the parties out of or relating to or in connection
with  this Agreement or the breach thereof, the parties shall endeavor to settle
such  conflicts amicably among themselves. Should they fail to do so, the matter
in  dispute shall be settled by arbitration pursuant to the provisions of R.C.W.
7.04.  Procedurally,  the  arbitration  will  be  conducted  in  conformity with
Washington  Mandatory  Arbitration  Rules  5.1 - 5.4. The parties shall select a
single arbitrator within ten (10) days of the receipt of demand for arbitration.
If the parties fail to appoint an arbitrator within the ten (10) day period, any
party  may  make immediate application to the King County Superior Court for the
appointment  of  an  arbitrator.  The  arbitration  hearing  shall take place in
Seattle,  Washington,  and  shall  commence  within  sixty  (60)  days  of  the
appointment  of an arbitrator. Any party which is determined in such arbitration
to  be  the  prevailing  party shall be entitled to have its attorneys' fees and
costs  paid  by  the  non-prevailing  party.

     IN  WITNESS  WHEREOF,  the  undersigned  Subscriber has executed this Share
Subscrip-tion  Agreement  the  _______  day  of  ______________,  2001.

                                   SUBSCRIBER:
                                   ----------

                                   ____________________________________

                                   ____________________________________
                                                                 Spouse
                                   ____________________________________
                                   ____________________________________
                                                                Address

                                   ACCEPTANCE

     The  foregoing  subscription  agreement  and  the  consideration  reflected
therein  are  hereby  accepted.

     DATED  the  _____  day  of  _________________,  2001.



                                   ________________________________________
                                   President


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