EXHIBIT 10.4

                             SUBSCRIPTION AGREEMENT


BAK International, Ltd.
BAK Industrial Zone
Atou Village
Kui Chong Town
Lunggang District
Shenzhen, China 518119
Attention:  Li Xiang Qian, President


Ladies and Gentlemen:

         The   undersigned   subscriber   ("Subscriber")   hereby  tenders  this
Subscription  Agreement (this "Agreement") in accordance with and subject to the
terms and conditions set forth herein:

1.       Subscription.

         1.1 Subscriber  hereby subscribes for and agrees to purchase the number
of  shares  (the  "Shares")  of  common  stock  (the  "Common  Shares"),  of BAK
International,  Ltd., a Hong Kong corporation (the "Company"),  indicated on the
signature page attached hereto at the purchase price set forth on such signature
page (the  "Purchase  Price").  Subscriber  has made payment by wire transfer of
funds in accordance with instructions from the Company in the full amount of the
Purchase  Price of the Common Shares for which  Subscriber is  subscribing  (the
"Payment").

         1.2 This  Agreement  is part of an  offering  of  Common  Shares  being
conducted by the Company (the "Offering").  Under the terms of the Offering, the
Company seeks to raise a minimum of $8 million (USD) (the "Minimum Offering") up
to a maximum of $17 million (USD) (the  "Maximum  Offering") ( proceeds from the
Minimum  and  Maximum  Offerings  being  collectively  referred to herein as the
"Gross  Proceeds  Amount")  based on an  Offering  price of $___ per share.  The
Company  agrees that it shall not  undertake  any other  financings  (other than
acquisitions  utilizing  capital stock of the Company or the Public company,  as
hereinafter  defined)  involving its Equity Common Shares (as defined  below) on
terms more favorable than those in the Offering until thirty (30) days after the
effectiveness  of the  Registration  Statement  (as that term is defined  below)
covering all of the Common  Shares,  without the prior  written  approval of the
holders of a majority of the Common Shares subscribed for in this Offering.  The
term "Equity  Common  Shares" as used herein shall mean all capital stock of the
Company  or the  Public  Company  (as  hereinafter  defined),  plus all  rights,
warrants, options,  convertible Common Shares or Public Company common shares or
indebtedness,  exchangeable  Common  Shares or Public  Company  common shares or
indebtedness,  or other rights, exercisable for or convertible into, directly or
indirectly, capital stock of the Company or the Public Company.  Notwithstanding
the above,  "Equity  Common  Shares"  shall not include any Common Shares of the
Company or common shares of the Public Company issued  pursuant to any incentive
or stock  option  plan of the  Company or the  Public  Company  approved  by the
shareholders or the board of directors of the Company or the Public Company.

         1.3 Subscriber  understands that it will not earn interest on any funds
held by the Company prior to the date of closing of the Offering. The funds will
be held in escrow  pending the closing of the Offering.  Attached as Exhibit "A"
hereto is the form of Escrow Agreement (the "Escrow Agreement") that will govern
the  maintenance of funds until the sooner of the closing of the Offering or the
expiration  thereof.  The  Closing  Date of the  Offering  is referred to as the
"Closing  Date." The Closing  shall occur on or before  December 28,  2004.  The
Company shall have the right to a one time 45 day extension of the Closing Date.
If the Offering is not closed by said date all Gross  Offering  Proceeds then in
escrow  shall be returned to the  Subscriber.  The closing  shall occur upon the
satisfaction  of the following  conditions  and in the following  sequence:  (a)
confirmation from the Escrow Agent, as identified in the Escrow Agreement,  that
the proceeds from the Minimum Offering are on deposit;  (b) participation by the
each of the  subscribers  to the Offering in that certain  exchange  transaction
(the  "Exchange"),  whereby each  subscriber and all other  shareholders  of the
Company will exchange  their Common  Shares for the  identical  number of shares
(the "Public Company Shares") of a corporation domiciled in the United States of
America  which has  common  equity  securities  eligible  for  quotation  on the



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Over-the-Counter  Bulletin  Board  (the  "Public  Company");  and (c) the Public
Company files a  registration  statement on a suitable  form (the  "Registration
Statement")  with the U.S.  Securities  and Exchange  Commission to register the
Public  Company Shares held by the  subscribers to the Offering.  Gross Offering
Proceeds will not be released to either the Company or the Public  Company until
such  time as each of the  forgoing  has been  completed.  Certificates  will be
issued in the name of each such subscriber, and the name of such subscriber will
be registered on the stock  transfer  books of the Public  Company as the record
owner of Public  Company  Shares.  The Public  Company will promptly  thereafter
issue to each  subscriber a stock  certificate  for the Public Company Shares to
which it is entitled.

         1.4 Subscriber  hereby agrees to be bound hereby upon (i) execution and
delivery to the Company of the signature page to this Agreement and (ii) written
acceptance  on the  Closing  Date by the Company of  Subscriber's  subscription,
which shall be confirmed by faxing to the  Subscriber the signature page to this
Agreement that has been executed by the Company (the "Subscription").

2.       Offering Material.

         Subscriber represents and warrants that it is in receipt of and that it
has carefully read the following items:

         (a) The Company's  business plan , the form of which is attached hereto
(the "Business Plan");

         (b) The audited financial  statement of Shenzhen BAK Battery Co., Ltd.,
the  Company's  wholly-owned  subsidiary  ("BAK")  for the  fiscal  years  ended
September 30, 2003 and 2004.

         (c) The Exchange Agreement;

         (d) The Escrow Agreement; and

         (e) A draft of the Registration Statement.

         The  documents  listed in this Section 2 shall be referred to herein as
the "Disclosure Documents."

3.       Conditions to Subscriber's Obligations.

         3.1 The obligation of Subscriber to close the transaction  contemplated
by this Agreement (the "Transaction") is subject to the satisfaction on or prior
to the  Closing  Date of the  following  conditions  set forth in  Sections  3.2
through 3.5 hereof.

         3.2 The Company shall have executed this Agreement.

         3.3  The  Board  of  Directors  of  the  Company   shall  have  adopted
resolutions consistent with Section 4.1(d) below.

         3.4  Subscriber  shall  have  received  copies  of  all  documents  and
information  which it may  have  reasonably  requested  in  connection  with the
Offering.

         3.5 The Exchange shall have been simultaneously consummated.

         3.6 The Registration Statement shall have been filed with the SEC.

         3.7 The representations and warranties of the Company shall be true and
correct on and as of the Closing Date as though made on and as of such date.

         3.8 If so requested by Subscriber,  the Company shall have delivered to
the custodian for the Subscriber duly executed certificate(s), registered in the
name of Subscriber's nominee, representing the Public Company Shares.




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4.       Representations and Warranties; Covenants; Survival.

         4.1 The Company represents and warrants to Subscriber that, at the date
of this Agreement and as of the Closing Date:

         (a) The  Company and each of its  subsidiaries  are  corporations  duly
organized,  validly  existing  and in good  standing  under  the  laws of  their
jurisdiction of incorporation,  with all requisite corporate power and authority
to carry on the  business in which they are  engaged  and to own the  properties
they own, and the Company has all  requisite  power and authority to execute and
deliver this Agreement and to consummate the transactions  contemplated  hereby.
The Company and each of its  subsidiaries  are duly qualified and licensed to do
business and are in good standing in all jurisdictions where the nature of their
business  makes such  qualification  necessary,  except  where the failure to be
qualified or licensed  would not have a material  adverse effect on the business
of the Company and its subsidiaries, taken as a whole.

         (b) Except as otherwise  described in the Disclosure  Documents,  there
are no legal actions or administrative proceedings or investigations instituted,
or to the best knowledge of the Company  threatened,  against the Company,  that
could reasonably be expected to have a material adverse effect on the Company or
any subsidiary, any of the Common Shares, or the business of the Company and its
subsidiaries, or which concerns the transactions contemplated by this Agreement.

         (c) The audited  financial  statements  of BAK as of September 30, 2003
and 2004  including the notes  contained  therein,  fairly present the financial
position  of BAK  at  the  respective  dates  thereof  and  the  results  of its
operations  for the periods  purported  to be covered  thereby.  Such  financial
statements have been prepared in conformity with generally  accepted  accounting
principles  consistently  applied with prior periods subject to any comments and
notes contained  therein.  Since September 30, 2004,  there has been no material
adverse  change  in the  financial  condition  of the  Company  or BAK  from the
financial condition stated in such financial statements.

         (d) The Company,  by appropriate and required corporate action, has, or
will have prior to the closing,  duly authorized the execution of this Agreement
and the issuance and delivery of the Common  Shares.  The Common  Shares are not
subject to  preemptive  or other rights of any  stockholders  of the Company and
when issued in accordance  with the terms of this  Agreement,  the Common Shares
will be validly issued,  fully paid and  nonassessable and free and clear of all
pledges, liens and encumbrances.

         (e)  Performance of this  Agreement and compliance  with the provisions
hereof will not violate any  provision of any  applicable  law or of the charter
documents of the Company, or of any of its subsidiaries,  and, will not conflict
with or result in any breach of any of the terms,  conditions or provisions  of,
or  constitute a default  under,  or result in the creation or imposition of any
lien,  charge  or  encumbrance  upon,  any of the  properties  or  assets of the
Company, or of any of its subsidiaries,  pursuant to the terms of any indenture,
mortgage,  deed of trust or  other  agreement  or  instrument  binding  upon the
Company, or any of its subsidiaries, other than such breaches, defaults or liens
which  would  not  have a  material  adverse  effect  on  the  Company  and  its
subsidiaries taken as a whole. The Company is not in default under any provision
of its organizational documents or under any provision of any agreement or other
instrument  to  which  it is a party  or by  which  it is  bound  or of any law,
governmental order, rule or regulation so as to affect adversely in any material
manner its business or assets or its condition, financial or otherwise.

         (f) The Disclosure Documents, taken together, do not contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein to make the statements contained therein not misleading.

         (g) This  Agreement has been duly executed and delivered by the Company
and  constitutes  a valid and binding  obligation  of the  Company,  enforceable
against the Company in accordance with its terms.

         (h) No registration,  authorization, approval, qualification or consent
of any court or governmental authority or agency is necessary in connection with
the execution and delivery of this  Agreement or the offering,  issuance or sale
of the Common Shares under this Agreement.



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<PAGE>

         (i) The  Company is not now,  and after the sale of the  Common  Shares
under this Agreement and under all other  agreements and the  application of the
net  proceeds  from the sale of the Common  Shares  will not be, an  "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

         (j) Subject to the  accuracy of the  Subscriber's  representations  and
warranties in Section 7 of this Agreement,  the offer, sale, and issuance of the
Common  Shares  in  conformity  with  the  terms  of this  Agreement  constitute
transactions made exempt from the registration  requirements of Section 5 of the
Securities  Act of  1933,  as  amended  (the  "Securities  Act")  and  from  the
registration or qualification requirements of the laws of any applicable state.

         (k)  Neither the  Company,  nor any of its  affiliates,  nor any person
acting on its or their  behalf,  has directly or  indirectly  made any offers or
sales  in any  security  or  solicited  any  offers  to buy any  security  under
circumstances  that would require  registration  under the Securities Act of the
issuance of the Shares to the Subscriber.

         (l) Li Xiangqian,  the Company's and BAK's Chief Executive  Officer has
agreed that he will not sell,  transfer or otherwise  dispose of his holdings in
either the Company or the Public Company,  upon consummation of the Going Public
Transaction,  except to  persons or  entities  who agree to be bound by the same
restrictions,  for a period  of  twelve  months  following  the date the  Public
Company's securities become eligible for quotation on the NASDAQ Stock Market.

         (m)  Executive  management  of the  Company  will  escrow  10% of their
holdings (the "Make Good Shares") in the Public Company  following  consummation
of the Going Public Transaction, so that in the event the consolidated financial
statements of the Public Company do not reflect $12 million of Net Income ("NI")
for the fiscal year ending  September 30, 2005 and $27 million NI for the fiscal
year ending September 30, 2006, respectively (the "Guaranteed NI") the Make Good
Shares shall be distributed on a pro rata to the  subscribers to the Offering as
follows:  (i) in the  event  that  the  Guaranteed  NI for  fiscal  2005  is not
achieved,  50% of the Make Good Shares will be delivered to  participants in the
Offering  within  ten (10)  business  days of the date the audit  report for the
period is filed with the SEC;  and (b) in the event that the  Guaranteed  NI for
fiscal  2006 is not  achieved,  the  balance  of the Make  Good  Shares  will be
delivered to  participants  in the Offering within ten (10) business days of the
date the audit report for the period is filed with the SEC. If the Guaranteed NI
is  achieved  for a given  fiscal  year,  holders  of the Make Good  Shares  can
immediately   take  possession  of  the  number  of  said  shares  reserved  for
distribution  during said period to participants  in the Offering.  In the event
the Make Good Shares are delivered to participants in the Offering,  the holders
thereof  shall be  afforded  demand  registration  rights  to have the Make Good
Shares registered under the Securities Act.

         4.2 The Company shall indemnify and hold harmless the Subscribers  from
and against all fees,  commissions or other payments owing by the Company to any
other person or firm acting on behalf of the Company hereunder.

5.       Transfer and Registration Rights.

         5.1 Subscriber  acknowledges that it is acquiring the Common Shares for
its own  account and for the  purpose of  investment  and not with a view to any
distribution  or resale thereof within the meaning of the Securities Act and any
applicable  state or other  securities laws ("State Acts").  Subscriber  further
agrees that, except in connection with the Exchange,  it will not sell,  assign,
transfer or otherwise  dispose of any of the Common Shares or the Public Company
Shares in violation of the Securities Act or State Acts and  acknowledges  that,
in taking  unregistered  Common Shares and ultimately  Public Company Shares, it
must  continue  to  bear  economic  risk  in  regard  to its  investment  for an
indefinite  period of time because of the fact that  neither of such  securities
have been registered under the Securities Act or State Acts and further realizes
that such securities  cannot be sold unless  subsequently  registered  under the
Securities  Act and  State  Acts  or an  exemption  from  such  registration  is
available.

         5.2  Neither  the Common  Shares or the Public  Company  Shares  issued
pursuant to this Agreement may be transferred  except in a transaction  which is
in compliance with the Securities Act and State Acts.

6.       Closing.




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<PAGE>

         6.1 The  closing of the  Offering  shall take place at such time and at
such place as the Company shall determine, provided that the Closing shall occur
no  later  than  December  28,  2004,  unless  otherwise  extended  for up to an
additional  45 days . If the closing of the sale of Common  Shares to Subscriber
has not occurred within the time frame provided in the previous  sentence,  then
Subscriber may terminate this Agreement by giving written notice to the Company.

         7. Subscriber Representations.  Subscriber hereby represents,  warrants
and acknowledges and agrees with the Company as follows:

         7.1  Subscriber  has been  furnished  with and has  carefully  read the
Disclosure  Documents as set forth in Section 2 hereto and is familiar  with the
terms of the Offering.  With respect to individual or partnership  tax and other
economic considerations  involved in this investment,  Subscriber is not relying
on the  Company  (or  any  agent  or  representative  of  any  of the  Company).
Subscriber has carefully  considered and has, to the extent Subscriber  believes
such discussion  necessary,  discussed with Subscriber's  legal, tax, accounting
and financial advisers the suitability of an investment in the Common Shares for
Subscriber's particular tax and financial situation.

         7.2 Subscriber has had an  opportunity  to inspect  relevant  documents
relating  to  the  organization  and  operations  of  the  Company.   Subscriber
acknowledges that all documents, records and books pertaining to this investment
which  Subscriber  has  requested  have been made  available  for  inspection by
Subscriber and Subscriber's attorney, accountant or other adviser(s).

         7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable
opportunity  to ask questions of and receive  answers and to request  additional
relevant  information  from a person or persons  acting on behalf of the Company
concerning the Offering.

         7.4 Subscriber is not  subscribing for the Common Shares as a result of
or  subsequent  to any  advertisement,  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio or presented at any seminar.

         7.5 Subscriber is an "accredited  investor," within the meaning of Rule
501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by
reason of  Subscriber's  business or  financial  experience  or the  business or
financial experience of Subscriber's  professional advisers who are unaffiliated
with and who are not  compensated by the Company or any  affiliate,  directly or
indirectly,   can  be  reasonably  assumed  to  have  the  capacity  to  protect
Subscriber's  own  interests  in  connection  with the  transaction.  Subscriber
further  acknowledges  that he has read the  written  materials  provided by the
Company.

         7.6 Subscriber has adequate means of providing for Subscriber's current
financial  needs and  contingencies,  is able to bear the  substantial  economic
risks of an investment  in the Common  Shares for an indefinite  period of time,
has no need for liquidity in such  investment  and, at the present  time,  could
afford a complete loss of such investment.

         7.7 Subscriber has such knowledge and experience in financial,  tax and
business  matters  so as to  enable  Subscriber  to  use  the  information  made
available to Subscriber  in connection  with the Offering to evaluate the merits
and  risks  of an  investment  in the  Common  Shares  and to make  an  informed
investment decision with respect thereto.

         7.8 Subscriber recognizes that investment in the Common Shares involves
substantial  risks.  Subscriber  further  recognizes  that no  Federal  or state
agencies have passed upon this offering of the Common Shares or made any finding
or determination as to the fairness of this investment.

         7.9 Subscriber  acknowledges  that each  certificate  representing  the
Public  Company  Shares shall  contain a legend  substantially  in the following
form:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933 (THE  "SECURITIES  ACT") OR UNDER APPLICABLE STATE
         SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE
         DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY



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         APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT  TO  AVAILABLE
         EXEMPTIONS  FROM SUCH  REGISTRATION,  PROVIDED THAT THE SELLER
         DELIVERS TO THE COMPANY AN OPINION OF COUNSEL  (WHICH  OPINION
         AND COUNSEL ARE  SATISFACTORY  TO THE COMPANY)  CONFIRMING THE
         AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT
         THEY  MAY BE  REQUIRED  TO BEAR  THE  FINANCIAL  RISKS OF THIS
         INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

         7.10 If this  Agreement  is  executed  and  delivered  on  behalf  of a
partnership,  corporation,  trust or estate: (i) such partnership,  corporation,
trust or  estate  has the full  legal  right and  power  and all  authority  and
approval  required  (a) to execute  and  deliver,  or  authorize  execution  and
delivery of, this Agreement and all other instruments  executed and delivered by
or on behalf of such  partnership,  corporation,  trust or estate in  connection
with the purchase of the Common Shares,  (b) to delegate authority pursuant to a
power of attorney  and (c) to purchase  and hold such  Common  Shares;  (ii) the
signature of the party signing on behalf of such partnership, corporation, trust
or estate is binding upon such partnership,  corporation,  trust or estate;  and
(iii)  such  partnership,  corporation  or  trust  has not been  formed  for the
specific purpose of acquiring the Common Shares, unless each beneficial owner of
such  entity is  qualified  as an  "accredited  investor"  within the meaning of
Regulation  D and  has  submitted  information  substantiating  such  individual
qualification.

         7.11 If Subscriber is a retirement  plan or is investing on behalf of a
retirement plan,  Subscriber  acknowledges  that investment in the Common Shares
poses risks in addition to those  associated with other  investments,  including
the  inability to use losses  generated by an investment in the Common Shares to
offset taxable income.

8.       Understandings.

         Subscriber  understands,  acknowledges  and agrees  with the Company as
follows:

         8.1  Subscriber  hereby  acknowledges  and agrees  that upon  notice of
acceptance from the Company pursuant to Section 1.3, the Subscription  hereunder
is irrevocable by  Subscriber,  that,  except as required by law or as permitted
under  Section 6.1 above,  Subscriber  is not  entitled to cancel,  terminate or
revoke this  Agreement or any  agreements of Subscriber  hereunder and that this
Subscription  Agreement  and such other  agreements  shall  survive the death or
disability of  Subscriber  and shall be binding upon and inure to the benefit of
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
successors,  legal  representatives and permitted assigns. If Subscriber is more
than one person,  the  obligations  of Subscriber  hereunder  shall be joint and
several and the  agreements,  representations,  warranties  and  acknowledgments
herein  contained  shall be deemed to be made by and be  binding  upon each such
person  and  his or her  heirs,  executors,  administrators,  successors,  legal
representatives and permitted assigns.

         8.2 No federal or state agency has made any  findings or  determination
as to the  fairness  of the  terms  of  this  Offering  for  investment  nor any
recommendations or endorsement of the Common Shares.

         8.3 The Offering is intended to be exempt from  registration  under the
Securities  Act by  virtue  of  Section  4(2)  of the  Securities  Act  and  the
provisions of Rule 506 of Regulation D  thereunder,  which is in part  dependent
upon the truth,  completeness  and accuracy of the statements made by Subscriber
herein.

         8.4 It is  understood  that in order not to jeopardize  the  Offering's
exempt status under  Section 4(2) of the  Securities  Act and  Regulation D, any
transferee  may, at a minimum,  be required to fulfill the investor  suitability
requirements thereunder.

         8.5 No person or entity acting on behalf,  or under the  authority,  of
Subscriber  is or will be entitled to any  broker's,  finder's or similar fee or
commission in connection with this Subscription.

         8.6  Subscriber  acknowledges  that the  information  furnished in this
Agreement by the Company to Subscriber  or its advisers in  connection  with the
Offering,  is  confidential  and  nonpublic  and  agrees  that all such  written



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information  which is material and not yet publicly  disseminated by the Company
shall be kept in  confidence by  Subscriber  and neither used by Subscriber  for
Subscriber's personal benefit (other than in connection with this Subscription),
nor disclosed to any third party,  except  Subscriber's legal and other advisers
who shall be advised of the  confidential  nature of such  information,  for any
reason;  provided,  however,  that this  obligation  shall not apply to any such
information  that (i) is part of the public  knowledge or literature and readily
accessible  at the date hereof,  (ii) becomes a part of the public  knowledge or
literature and readily accessible by publication (except as a result of a breach
of this provision) or (iii) is received from third parties (except third parties
who disclose such information in violation of any confidentiality  agreements or
obligations,  including,  without limitation, any subscription agreement entered
into with the  Company).  The  representations,  warranties  and  agreements  of
Subscriber and the Company  contained herein and in any other writing  delivered
in  connection  with the  Offering  shall be true and  correct  in all  material
respects on and as of the Closing Date of such Subscription as if made on and as
of the date the Company  executes this Agreement and shall survive the execution
and delivery of this Agreement and the purchase of the Common Shares.

         8.7 IN MAKING AN INVESTMENT  DECISION,  SUBSCRIBER MUST RELY ON ITS OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS
AND RISKS INVOLVED.  THE COMMON SHARES HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES  COMMISSION OR REGULATORY  AUTHORITY.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

9.       Miscellaneous.

         9.1 Except as set forth  elsewhere  herein,  any notice or demand to be
given or served in connection  herewith shall be deemed to be sufficiently given
or served for all purposes by being sent as registered or certified mail, return
receipt requested,  postage prepaid, in the case of the Company, addressed to it
at the address set forth below:

                           BAK Industrial Zone
                           Atou Village
                           Kui Chong Town
                           Lunggang District
                           Shenzhen, China 518119
                           Attention:  Li Xiang Qian, President

         and in the case of Subscriber to the address set forth below:

                       ___________________________________
                       ___________________________________
                       ___________________________________
                       ___________________________________


         9.2 This  Agreement  shall be enforced,  governed and  construed in all
respects in accordance with the laws of Hong Kong, and shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.  If any provision of this Agreement is invalid or  unenforceable  under
any  applicable  statute  or rule of law,  then such  provision  shall be deemed
inoperative to the extent that it may conflict  therewith and shall be deemed to
be modified to conform with such statute or rule of law.  Any  provision  hereof
that may prove  invalid  or  unenforceable  under any law shall not  affect  the
validity or enforceability of any other provision hereof.

         9.3 In any action, proceeding or counterclaim brought to enforce any of
the  provisions of this Agreement or to recover  damages,  costs and expenses in
connection with any breach of the Agreement, the prevailing party, as determined
by the finder of fact,  shall be entitled to be reimbursed by the opposing party
for all of the prevailing  party's reasonable outside attorneys' fees, costs and
other out-of-pocket expenses incurred in connection with such action, proceeding
or counterclaim.

         9.4 This Agreement  constitutes the entire  agreement among the parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises,  warranties or  undertakings,  other than those set forth herein.  The



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<PAGE>

Company acknowledges that all material facts upon which it has relied in forming
its decision to enter into this  Agreement  are  expressly  set forth herein and
further  acknowledges  that the  Subscriber  has not  made any  representations,
express or implied, which are not set expressly set forth herein. This Agreement
supercedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

         9.5 The Company shall  indemnify,  defend and hold harmless  Subscriber
and each of its agents, partners, members, officers, directors, representatives,
or affiliates  (collectively,  the "Subscriber Indemnities") against any and all
losses, liabilities,  claims and expenses,  including reasonable attorneys' fees
("Losses"),  sustained by Subscriber Indemnities resulting from, arising out of,
or connected with any material  inaccuracy in, breach of, or  nonfulfillment  of
any representation,  warranty, covenant or agreement made by or other obligation
of the Company contained in this Agreement (including the Exhibits hereto) or in
any document delivered in connection herewith.

         9.6 Subscriber  shall  indemnify,  defend and hold harmless the Company
and each of its agents, partners, members, officers, directors, representatives,
or  affiliates  (collectively,  the "Company  Indemnities")  against any and all
Losses sustained by the Company  Indemnities  resulting from, arising out of, or
connected with any material  inaccuracy in, breach of, or non-fulfillment of any
representation,  warranty,  covenant or agreement made by or other obligation of
Subscriber contained in this Agreement (including the Exhibits hereto) or in any
document delivered in connection herewith.

         9.7 The Company shall not issue any public  statement or press release,
or  otherwise  disclose  in any manner the  identity of the  Subscriber  or that
Subscriber has purchased the Common Shares, without the prior written consent of
the Subscriber,  except as may be required by applicable law; provided, however,
that the Company may disclose such  information  in the  Registration  Statement
filed with the SEC.

10.      Signature. The signature page of this Agreement is contained as part of
the applicable Subscription Package, entitled "Signature Page."














                                       8
<PAGE>

                   SUBSCRIPTION AGREEMENT GENERAL INSTRUCTIONS
                   -------------------------------------------

General Instructions

         These  Subscription   Documents  contain  all  documents  necessary  to
subscribe for Common Shares ("Common  Shares"),  of BAK  International,  Ltd., a
Hong Kong corporation (the "Company").

         You may  subscribe for Common  Shares by  completing  the  Subscription
Agreement in the following manner:

1.       On line (a) of the signature page state the number of Common Shares you
wish to purchase.

2.       On line (b) of the  signature  page  state the total cost of the Common
Shares you wish to purchase.  To obtain the cost,  multiply the number of Common
Shares you desire to purchase by the  purchase  price per Common Share set forth
therein.

3.       Sign and state your address,  telephone  number and social  security or
other taxpayer identification number on the lines provided on the signature page
to the Subscription  Agreement and deliver the completed  Subscription Agreement
with payment of the entire purchase price of the Common Shares subscribed for as
set  forth  below.  Payment  should  be made in United  States  Dollars  by wire
transfer to:

         ___________________________________
         ___________________________________
         ___________________________________
         ___________________________________


The Subscription  Agreement  Signature Page must be completed and signed by each
investor. Send all documents to:

                  Securities Transfer Corporation
                  Attention: Kevin Halter
                  2591 Dallas Parkway, Suite 102
                  Frisco, Texas 75034

         THE COMPLETED SUBSCRIPTION AGREEMENT SHOULD BE RETURNED IN ITS ENTIRETY
TO THE ESCROW AGENT DESIGNATED ABOVE.

Acceptance of Delivery

         All questions as to the validity,  form, eligibility (including time of
receipt)  and  acceptance  of  the  completed  Subscription  Agreement  will  be
reasonably determined by the Company. The Company reserves the absolute right to
reject  any  completed  Subscription   Agreement,   in  its  sole  and  absolute
discretion.  The Company also reserves the right to waive any irregularities in,
or conditions  of, the  submission  of completed  Subscription  Agreements.  The
Company shall be under no duty to give any  notification  of  irregularities  in
connection  with any  attempted  subscription  for  Common  Shares  or incur any
liability for failure to give such notification.  Until such irregularities have
been cured or waived,  no subscription for Common Shares shall be deemed to have
been made. Any Subscription  Agreement that is not properly  completed and as to
which  defects  have not been cured or waived will be returned by the Company to
the Subscriber as soon as practicable.








                                       9
<PAGE>

                      SUBSCRIPTION AGREEMENT SIGNATURE PAGE


         The  undersigned  investor  hereby  certifies  that  he or she  (i) has
received and relied solely upon information provided by the Company, (ii) agrees
to all the terms and conditions of this Subscription Agreement,  (iii) meets the
suitability  standards  set forth in this  Subscription  Agreement and (iv) is a
resident of the state indicated below.

         (a)      The undersigned subscribes for __________ Common Shares.
         (b)      The total cost of the Common Shares  subscribed  for, at $____
                  per Common Share, is $__________ (the "Purchase Price").


                                 If other than Individual check one and indicate
_____________________________    capacity of signatory under the signature:

                                 [_] Trust
                                 [_] Estate
_____________________________    [_] Uniform Gifts to Minors Act of State of____
Name of Subscriber (Print)       [_] Attorney-in-fact
                                 [_] Corporation
                                 [_] Other______________________________________


_____________________________    If Joint Ownership, check one:
Name of Joint Subscriber
(if any) (Print)
                                 [_] Joint Tenants with Right of Survivorship
                                 [_] Tenants in Common
_____________________________    [_] Tenants by Entirety
Signature of Subscriber          [_] Community Property


_____________________________
Signature of Joint Subscriber
(if any)

_____________________________
Capacity of Signatory
(if applicable)


_____________________________    Backup Withholding Statement:
Social Security or               Please check this box only if the investor
Taxpayer Identification Number   is subject to:

                                 [_] backup withholding.
_____________________________
Address                          Foreign Person:
                                 Please check this box only if
                                 the investor is a:

                                 [_] nonresident  alien,  foreign  corporation,
_____________________________        foreign  partnership,   foreign  trust  or
City      State     Zip Code         foreign estate.


Telephone (   )____________________
Telecopy No. ______________________

The investor agrees to the terms of this Subscription Agreement and, as required
by the  Regulations  pursuant to the  Internal  Revenue  Code,  certifies  under
penalty  of  perjury   that  (1)  the  Social   Security   Number  or   Taxpayer
Identification Number and address provided above is correct, (2) the investor is
not subject to backup withholding  (unless the Backup Withholding  Statement box
is checked) either because he has not been notified that he is subject to backup
withholding  as a result of a failure to report all  interest  or  dividends  or
because  the  Internal  Revenue  Service has  notified  him that he is no longer
subject to backup  withholding  and (3) the investor  (unless the Foreign Person
box above is checked) is not a nonresident alien, foreign  partnership,  foreign
trust or foreign estate.




                                       10
<PAGE>


         THE SUBSCRIPTION  FOR  _____________  COMMON SHARES BAK  INTERNATIONAL,
LTD. BY THE ABOVE NAMED SUBSCRIBER(S) IS ACCEPTED AS OF ________________, 2004.


                                  BAK INTERNATIONAL, LTD.

                                  By: __________________________________________

                                  Title:________________________________________




















                                       11