SUBSCRIPTION AGREEMENT
                             ----------------------

                                DECEMBER 20, 2001

                          OEF CORPORATE SOLUTIONS, INC.
                           2251 SAN DIEGO AVE. #B-275
                              SAN DIEGO, CA  92110

     THIS  SUBSCRIPTION  AGREEMENT  made  this ______ day of  _____, 2001 by and
between  OEF  Corporate  Solutions,  Inc., a Nevada corporation (hereinafter the
AIssuer@  or ACompany@), and the undersigned subscriber (the ASubscriber@), who,
for  and in consideration of the mutual promises and covenants set forth herein,
do  hereto  agree  as  follows:

     1.     SUBSCRIPTION.  The  Subscriber  hereby subscribes for ______________
Shares of  OEF Corporate Solutions, Inc. at a price of $_________ per Share, and
herewith  tenders  to  the  Issuer  for  the  subscription  the  amount  of
$_____________________  which the Subscriber tenders herewith as payment for the
Shares.  Each Share consists of one share of $.001 par value common stock of the
Company  (the  "Common Stock").  This Subscription Agreement ("Subscription") is
an  irrevocable  offer by the Subscriber to subscribe for the securities offered
by the Issuer, and, subject to the terms hereof, shall become a contract for the
sale  of  said  securities  upon  acceptance  thereof  by  the  Issuer.

     2.     ACCEPTANCE.  This  Subscription  Agreement  is  made  subject to the
Issuer's  discretionary  right to accept or reject the subscription herein.  The
Subscriber will be notified upon closing of the offering (the "Acceptance Date")
whether  the  subscription  has  been  accepted.  If  the  Issuer for any reason
rejects  this  subscription,  the Subscription will be refunded in full, without
interest,  and this Subscription Agreement shall be null, void and of no effect.
Acceptance of this subscription by the Issuer will be evidenced by the execution
hereof  by  an  officer  of  the  Issuer.

     3.     SUBSCRIBER  REPRESENTATIONS.  The  Subscriber  hereby  represents,
warrants  and  agrees  that:

     (a)  The  Subscriber  has  had  an opportunity to ask questions and receive
information  from  the  Company.

     (b)  The  Subscriber's  representations  in this Agreement are complete and
accurate  to  the  best  of  the Subscriber's knowledge, and the Company and any
sales  agent may rely upon them.  The Subscriber will notify the Company and any
such  agent immediately if any material change occurs in any of this information
before  the  sale  of  the  Shares.

     (c)  The  Subscriber is an "accredited investor" as defined by Regulation D
as  set  forth  below;


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     According  to  Rule 501(a) of Regulation D, "accredited investor" means any
person  who  comes  within  any  of  the following categories, or who the Issuer
reasonable believes comes within any of the following categories, at the time of
the  sale  of  the  Shares  to  that  person:

     (i)  Any  bank as defined in section 3(a)(2) of the Act, or any savings and
     loan  association  or other institution as defined in section 3(a)(5)(A) of
     the  Act whether acting in its individual or fiduciary capacity; any broker
     or  dealer registered pursuant to section 15 of the Securities Exchange Act
     of  1934;  an  insurance company as defined in section 2(13) of the Act; an
     investment company registered under the Investment Company Act of 1940 or a
     business  development company as defined in section 2(a)(48) of that Act; a
     Small  business  Investment  Company  licensed  by  the U.S. Small Business
     Administration under section 301(c) or (d) of the Small Business Investment
     Act  of 1958; any 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;  any  employee  benefit plan within the
     meaning  of  the  Employee  Retirement  Income Security Act of 1974, if 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 adviser, or if the employee
     benefit  plan  has  total  assets  in  excess  of  $5,000,000  or,  if  a
     self-directed  plan,  with investment decisions made solely by persons that
     are  accredited  investors;

     (ii)  Any  private  business  development  company  as  defined  in section
     202(a)(22)  of  the  Investment  Advisers  Act  of  1940;

     (iii)  Any  organization  described  in  section  501(c)(3) of the Internal
     Revenue  Code,  corporation,  Massachusetts  or  similar business trust, or
     partnership,  not  formed  for  the  specific  purpose  of  acquiring  the
     securities  offered,  with  total  assets  in  excess  of  $5,000,000;

     (iv)  Any  director, executive officer, or general partner of the issuer of
     the  securities  being offered or sold, or any director, executive officer,
     or  general  partner  of  that  issuer;

     (v)  Any natural person whose individual net worth, or joint net worth with
     that  person's  spouse,  at  the  time  of his purchase exceeds $1,000,000;

     (vi)  Any natural person who had 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;

     (vii)  Any trust, with total assets in excess of $5,000,000, not formed for
     the specific purpose of acquiring the securities offered, whose purchase is
     directed  by  a  sophisticated  person  as  described  in  section
     30.506(b)(2)(ii);  and


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     (viii)  Any  entity  in  which  all  of  the  equity  owners are accredited
     investors.

     (d)     The  Subscriber  is able to bear the economic risk of an investment
in  the securities for an indefinite period of time, can afford to risk the loss
of the entire investment in the securities, and will, after making an investment
in  the  securities,  have  sufficient  means of providing for current needs and
possible  future  contingencies  without  reliance  upon  this  investment.
Additionally,  the  Subscriber's overall commitment to investments which are not
readily  marketable  is  not  disproportionate to the Subscriber's net worth and
this  Subscription  will  not cause such overall commitment to become excessive.

     (e)     The Subscriber understands and acknowledges that the securities are
being  offered  and  sold  in reliance upon an exemption from registration under
Section  4(2)  under  the  Securities Act of 1933 (the "Act"), and are therefore
subject  to  the  limitations  on  resale  pursuant  to  Rule  144.  Further the
subscriber  understands  the securities subscribed for herein are being acquired
for the Subscriber's own account and risk, and not on behalf of any other person
and  are being purchased by the subscriber for investment and not with a view to
the distribution of the securities.  The Subscriber is aware that although there
are  no  legal  restrictions  on  the  transferability  of  the  securities, the
subscriber  must  register the securities or have an exemption from registration
before  the  Subscriber  may  resell  the  securities.  Further  the  Subscriber
understands,  there is presently a very limited public market for the securities
and no assurance of a future public market for the securities, and, accordingly,
it  is  unlikely  that  the  Subscriber  will  be  readily  able to liquidate an
investment  in  the  securities.


     The  undersigned  understands that the Securities have not been registered,
but  are  being  acquired by reason of a specific exemption under the Securities
Act  as  well  as under certain state statutes for transactions by an issuer not
involving any public offering and that any disposition of the subject Securities
may,  under  certain  circumstances, be inconsistent with this exemption and may
make  the undersigned an "underwriter" within the meaning of the Securities Act.
It  is understood that the definition of an "underwriter" focuses on the concept
of  "distribution" and that any subsequent disposition of the subject Securities
can  only  be  effected  in transactions which are not considered distributions.
Generally,  the  term  "distribution"  is  considered  synonymous  with  "public
offering"  or  any other offer or sale involving general solicitation or general
advertising.  Under  present  law, in determining whether a  distribution occurs
when securities are sold into the public market, under certain circumstances one
must  consider  the  availability  of public information regarding the issuer, a
holding period for the securities sufficient to assure that the persons desiring
to  sell  the  securities  without  registration first bear the economic risk of
their  investment,  an  a  limitation  on  the  number  of  securities which the
stockholder is permitted to sell and on the manner of sale, thereby reducing the
potential  impact  of  the  sale on the trading markets.  These criteria are set
forth  specifically in rule 144 promulgated under the Securities Act.  After one
year  from  the later of the date the Securities are acquired from the Issuer or
an affiliate of the Issuer and the full purchase price or other consideration is
paid,  all as calculated in accordance with rule 144(d), sales of the Securities
in  reliance  on rule 144 can only be made in limited amounts in accordance with
the  terms  and  conditions  of  that  rule.  After  two years from the date the
Securities  are fully paid for, as calculated in accordance with rule 144(d), it
can  generally  be  sold without meeting these conditions provided the holder is
not  (and  has  not  been  for  the  preceding three months) an affiliate of the
issuer.


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     The  undersigned  acknowledges that the Securities must be held and may not
be  sold,  transferred,  or  otherwise  disposed  of  for  value  unless  it  is
subsequently  registered  under  the  Securities  Act  or an exemption from such
registration  is  available;  the  issuer is under no obligation to register the
Securities  under  the  Securities  Act  or  under  section 12 of the Securities
Exchange  Act of 1934, as amended, except as may be expressly agreed to be it in
writing;  if  rule  144 is available, and no assurance is given that it will be,
initially  only  routine sales of such Securities in limited amounts can be made
in  reliance  on  rule  144  in accordance with the terms and conditions of that
rule;  the  issuer  is  under  no obligation to the undersigned to make rule 144
available,  compliance with regulation A or some other exemption may be required
before  the  undersigned  can  sell,  transfer,  or  otherwise  dispose  of such
Securities without registration under the Securities Act; the issuer's registrar
and  transfer agent will maintain a stop transfer order against the registration
of  transfer  of the Securities; and the certificate representing the Securities
will  bear  a legend in substantially the following form so restricting the sale
of  such  Securities.

               THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE HAVE NOT BEEN
               REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE
               "SECURITIES  ACT"),  AND  ARE  "RESTRICTED SECURITIES" WITHIN THE
               MEANING  OF  RULE  144  PROMULGATED UNDER THE SECURITIES ACT. THE
               SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD
               OR  TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF
               AN  EFFECTIVE  REGISTRATION  OR  OTHER  COMPLIANCE  UNDER  THE
               SECURITIES  ACT.

     The issuer may refuse to register transfer of the Securities in the absence
of  compliance  with rule 144 unless the undersigned furnishes the issuer with a
"no-action" or interpretative letter from the Securities and Exchange Commission
or  an  opinion  of counsel reasonably acceptable to the issuer stating that the
transfer  is  proper;  further,  unless  such  letter or opinion states that the
Securities are free of any restrictions under the Securities Act, the issuer may
refuse  to  transfer  the  Securities  to any transferee who does not furnish in
writing  to the issuer the same representations and agree to the same conditions
with  respect  to  such Securities as are set forth herein.  The issuer may also
refuse  to  transfer  the Securities if any circumstances are present reasonably
indicating  that  the  transferee's  representations  are  not  accurate.

     (f)     The  Subscriber  hereby  agrees  that he does not have the right to
cancel  this  Subscription Agreement, which shall survive the death, disability,
or  the  cessation  of existence as a legal entity, of the Subscriber.  Further,
the  Subscriber agrees that he does not have the right, and will not attempt, to
transfer  his  interest  herein.


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<PAGE>

     (g)     The Subscriber has had access to any and all information concerning
the  Issuer  which  the Subscriber and the Subscriber's financial, tax and legal
advisors  required  or  considered necessary to make a proper evaluation of this
investment.  In  making  the  decision  solely  upon  their  own  independent
investigations, and fully understand that there are no guarantees, assurances or
promises  in  connection  with  any investment hereunder and understand that the
particular  tax  consequences  arising  from  this investment in the Issuer will
depend  upon  the Subscriber's individual circumstances.  The Subscriber further
understands  that  no  opinion  is  being  given  as  to  any securities matters
involving  the  Offering.

     (h)     The  Subscriber  shall  indemnify and hold the Issuer harmless from
all  costs  and  expenses, including reasonable attorney's fees, incurred by the
Issuer  as  a  result of a breach hereof by the Subscriber.  Further, all of the
representations  and  warranties  of  the  Subscriber  contained  herein and all
information  furnished  by  the  Subscriber  to the Issuer are true, correct and
complete  in  all  respects,  and  the  Subscriber  agrees  to notify the Issuer
immediately  of  any change in any representation, warranty or other information
set  forth  herein.

     (i)     The  Subscriber  has been given the unrestricted opportunity to ask
questions  of,  and  receive  answers  from the Issuer, or persons acting on its
behalf,  concerning  the terms and conditions of, and all other matters relating
to  the offering, and has been given the unrestricted opportunity to obtain such
additional  information  with  respect  to  the  offering  as  he  has  desired,
including,  but  not  limited to, any additional information necessary to verify
the  accuracy  of  the information set forth in the attached documentation.  The
undersigned  has carefully read all material identified as being attached hereto
and  has  no  further  questions  with  respect  thereto.

     (j)     The  Subscriber knows that the securities subscribed for herein are
offered and sold pursuant to exemptions from registration and the Securities Act
of  1933,  and  state  securities  law  based,  in part, on these warranties and
representatives,  which are the very essence of this Subscription Agreement, and
constitute a material part of the bargained-for consideration without which this
Agreement  would  not  have  been  executed.

     (k)     By reason of the Subscriber's business or financial experience, the
Subscriber  has the capacity to protect his own interest in connection with this
transaction  or  has  a  pre-existing personal or business relationship with the
company  or  one  or  more  of  its  officers,  directors or controlling persons
consisting  of  personal  or  business contacts of a nature and duration such as
would  enable  a  reasonably  prudent  purchaser  to  be aware of the character,
business  acumen and general business and financial circumstances of such person
with  whom  such  relationship  exists.

     (l)     This  Agreement  when  fully  executed and delivered to the Company
will  constitute  a  valid  and  legally  binding  obligation of the Subscriber,
enforceable  in  accordance  with  its  terms.  The  Subscriber,  if  it  is  a
partnership,  joint  venture, corporation, trust or other entity, was not formed
or  organized for the specific purpose of acquiring the Shares.  The purchase of
the  Shares  by  the  Subscriber,  if it is an entity investor, is a permissible
investment, declaration of trust or other similar charter document, and has been
duly  approved  by  all  requisite  action  by  the  entity's owners, directors,


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<PAGE>

officers or other authorized managers.  The person signing this document and all
documents  necessary  to consummate the purchase of the Shares has all requisite
authority  to sign such document on behalf of the Subscriber, if it is an entity
investor.

     (m)     In  connection  with  this  offering  the  Subscriber  has received
certain  information  from  the Company which the Subscriber has reviewed and is
familiar  with  the  contents.  The Subscriber has not duplicated or distributed
this  information  to  anyone  other  than his Purchaser Representative or other
personal  advisors,  and  will  not  do  so  in  the  future.

     (n)     The Shares offered hereby were not offered to the Subscriber by way
of general solicitation or general advertising and at no time was the Subscriber
presented with or solicited by means of any leaflet, public promotional meeting,
circular,  newspaper  or  magazine  article,  radio or television advertisement.

     4.     GOVERNING  LAW.  This  Subscription shall be governed by the laws of
the  state  of  Nevada.

     5.     ENTIRE  AGREEMENT.  This  Subscription  Agreement  together with the
other  documents  executed  contemporaneously  herewith,  constitute  the entire
agreement  between  the parties with respect to the matters covered thereby, and
may  only  be  amended  by  a  writing  executed  by  all  parties  hereto.

     6.     SURVIVAL  OF  REPRESENTATIONS.  The  representations,  warranties,
acknowledgments  and  agreements  made  by  the  Subscriber  shall  survive  the
acceptance of this Subscription and run in favor of, and for the benefit of, the
Issuer.

     7.     WAIVER.  No  waiver  or  modification  of  any  of the terms of this
Agreement  shall  be  valid  unless  in  writing.  No  waiver of a breach of, or
default  under,  any provision hereof shall be deemed a waiver of such provision
or  of  any subsequent breach or default of the same or similar nature or of any
other  provision  or  condition  of  this  Agreement.

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

     9.     NOTICES.  Except as otherwise required in this Agreement, any notice
required  or  permitted under this Agreement shall be given in writing and shall
be  deemed  effectively  given  upon  personal delivery or upon deposit with the
United  States  Post  Office,  by registered or certified mail, postage prepaid,
addressed  to  the  last  known  address  of  the  party.

     10.     NON-ASSIGNABILITY.  The  obligations  of  the  Subscriber hereunder
shall  not be delegated or assigned to any other party without the prior written
consent  of  the  Company.


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     11.     EXPENSES.  Each  party shall pay all of its costs and expenses that
it  incurs  with  respect  to  the  negotiation,  execution and delivery of this
Agreement.

     12.     FORM  OF OWNERSHIP.  Please indicate the form of ownership that the
Subscriber  desires  for  the  Shares:

               ____  Individual
               ____  Joint  Tenants  with  Right  of  Survivorship
               ____  Tenants  in  Common
               ____  Community  Property
               ____  Trust
               ____  Corporation
               ____  Partnership
               ____  Other:_____________________________




INDIVIDUAL(S)  SIGN  HERE:     SUBSCRIBER:


(Signature)

Name  and  Address:     ____________________________
                        ____________________________
                        ____________________________
                        ____________________________
          Tel.          ____________________________
         Tax  ID  #     ____________________________



ACCEPTED:  OEF  Corporate  Services,  Inc.

By:________________________________


Date:___________________

Number  of  Shares  Subscribed  for  Purchase:_________________________


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