Exhibit 4.2

SECURITIES  OFFERED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933  (THE "1933 ACT"), OR ANY STATE OR PROVINCIAL SECURITIES ACTS AND ARE BEING
OFFERED  AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF  THESE  ACTS.  SUCH  SECURITIES  MAY  NOT  BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS
OF  THE  1933  ACT,  STATE  OR PROVINCIAL SECURITIES ACT OR ARE EXEMPT FROM SUCH
REGISTRATION.  THERE  SECRUITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES  AND  EXCHANGE  COMMISSION  OR  BY ANY STATE OR PROVINCIAL SECURITIES
ADMINISTRATION  OR  REGULATORY  AUTHORITY.

                ARBOR INC. - COMMON SHARE SUBSCRIPTION AGREEMENT

--------------------------------------------------------------------------------
INSTRUCTIONS: To properly complete this Agreement you must:
     1.   Complete this page and page 2; and
     2.   If a US resident or otherwise subject to the securities laws of United
          States  of  America,  Schedule A, Certification of U.S. Purchaser. The
          purpose  of  the  Certification  is  to determine whether you meet the
          standards  for  participation in a private placement under Rule 506 of
          Regulation  D  promulgated  by the Securities and Exchange Commission.
--------------------------------------------------------------------------------

TO:  Arbor Inc. (the "Issuer")
     2642 Collins Avenue, Suite 305
     Miami Beach, FL 33140

The undersigned (hereinafter referred to as the "Purchaser") hereby irrevocably
subscribes for and agree to purchase from Arbor the number of common shares (the
"Securities") of Arbor set forth below for the total consideration set forth
below (the "Purchase Price"), representing a subscription price of US $1.00 (as
hereinafter defined) per share, upon and subject to the terms and conditions
(including adjustment), and hereby covenants, represents and warrants as set
forth in "Terms and Conditions of Subscription For Securities of Arbor Inc."
dated for reference December 9, 2003 attached hereto and expressly incorporated
herein.

EXECUTED BY THE PURCHASER THIS _______ DAY OF _____________, 2003.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>
WITNESS:                                             EXECUTION BY PURCHASER:

                                                     X
---------------------------------------------------    ----------------------------------------------
Signature of witness                                 Signature of individual or Authorized Signatory


---------------------------------------------------  ------------------------------------------------
Name of witness                                      Name of Purchaser (PLEASE PRINT)


---------------------------------------------------  ------------------------------------------------
Address of witness                                   Name of authorized signatory (PLEASE PRINT)


ACCEPTED this _______ day of ___________,            ------------------------------------------------
2003.                                                Telephone Number

ARBOR INC.
Per:

---------------------------------------------------  ------------------------------------------------
Authorized signatory                                 Social Security Number
-----------------------------------------------------------------------------------------------------


<PAGE>
-----------------------------------------------------------------------------------------------------
SUBSCRIPTION INFORMATION                             REGISTRATION INSTRUCTIONS:


Number of Shares: _________________________
                                                     ------------------------------------------------
                                                     Name to appear on certificate

Purchase Price US$: _____________________
---------------------------------------------------  ------------------------------------------------
                                                     Account reference, if applicable

---------------------------------------------------
NON-PRINCIPAL INFORMATION

If the Purchaser is signing as an agent for a
principal and is not a trust company or an insurer   ------------------------------------------------
or, in British Columbia a portfolio manager, in      Address
either case purchasing as trustee or agent for
accounts fully managed by it, complete the
following:                                           ------------------------------------------------
                                                     DELIVERY INSTRUCTIONS:


---------------------------------------------------  ------------------------------------------------
Name of Principal (PLEASE PRINT)                     Name and account reference, if applicable


---------------------------------------------------  ------------------------------------------------
Address of Principal                                 Contact name


---------------------------------------------------  ------------------------------------------------
Telephone Number                                     Address


---------------------------------------------------  ------------------------------------------------
E-Mail Address                                       Telephone number
---------------------------------------------------  ------------------------------------------------
</TABLE>

REPRESENTATION OF PURCHASER:

1.   The Purchaser represents that the number of common shares or securities
     convertible into common shares of Arbor presently owned (beneficially,
     directly or indirectly) by the Purchaser are as follows:

       Shares:   ______________________

       Securities Convertible into Shares: _____________________

2.   The Purchaser represents that the Purchaser IS / IS NOT (CIRCLE ONE) an
     Insider of Arbor (as defined in the definition section below).

ACCEPTANCE:  Arbor hereby accepts the above subscription and Arbor represents
and warrants to the Purchaser that the representations, warranties and covenants
made by Arbor in this Agreement are true and correct in all material respects as
of this date and that the Purchaser is entitled to rely thereon.

ARBOR INC.               Dated:    _________________, 2003
                         Execution Date


Per:
      Costas Takkas, President


                                        2
<PAGE>
                                 OFFERING TERMS
                                 --------------

REFERENCE DATE OF THIS AGREEMENT: December 9, 2003 (the "Subscription Date")

THE OFFERING:

THE ISSUER:
     NAME: Arbor Inc.
     JURISDICTION OF ORGANIZATION: ARBOR is incorporated under the laws of
     Nevada.
     AUTHORIZED AND OUTSTANDING CAPITAL: THE authorized capital of Arbor is
     25,000,000 shares of common stock with a par value of $0.001 of which
     8,448,388 shares issued and outstanding.

SECURITIES LEGISLATION APPLICABLE TO ARBOR OR THIS OFFERING:  The United States
Securities Act of 1933, together with the regulations and rules made and
promulgated there under and all administrative policy statements, orders and
rulings, notices and other administrative directions issued by the Commission
(as defined below).

PURCHASED SECURITIES: The common shares of Arbor at a price of US$ 1.00 per
share.   A total of 550,000 common shares of Arbor are being offered.

PRICE: US $ 1.00 per common share for gross proceeds of US$ 5,000,000 if all
550,000 shares offered are sold.

COMMISSION:  No finder's fee will be paid in shares in connection with this
Offering.

ADDITIONAL PROVISIONS: (1) The common shares will be issued and registered in
the name of the purchasers or their nominees.  (2) Subject to the Applicable
Legislation, the common shares will be transferable after the requisite hold
periods.  (3) The issuance of the common shares in the Offering will not
restrict or prevent Arbor from obtaining any other financing, or from issuing
additional securities or rights.

SELLING JURISDICTIONS: The common shares will be sold in the United States and
in select jurisdictions outside of the United States (the "Selling
Jurisdictions") solely in accordance with available exemptions and applicable
law.

EXEMPTIONS: The Offering will be made in accordance with the following
exemptions from the prospectus and registration requirements:
     (a)  in the United States, Rule 506 of Regulation D promulgated under the
          1933 Act; and
     (b)  outside of the United States and Canada, under Regulation S of the
          1933 Act.

CLOSING DATE Payment for, and delivery of, the common shares is scheduled to
occur on or before December 31, 2003 (the "CLOSING DATE") or such other date as
determined by Arbor, in its sole discretion.

RESALE RESTRICTIONS AND LEGENDS Upon the closing of the Offering the common
shares will be subject to a one year hold period. The Purchaser acknowledges
that the certificates representing the common shares will bear a legends in
substantially the following form:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR OTHER
     APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR
     INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE
     OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE
     WITH THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE 905, AND
     PRELIMINARY NOTES UNDER THE 1933 ACT OR (2) PURSUANT TO AN AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (3)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS
     INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
     THE1933 ACT."

The common shares issued in this Offering may only be sold after one year in the
United States in compliance with an exemption from the prospectus and
registration requirements of the US Federal and applicable State securities laws
and regulations.


                                        3
<PAGE>
                      TERMS AND CONDITIONS OF SUBSCRIPTION
                        FOR COMMON SHARES OF  ARBOR INC.

Dated for reference December 9, 2003.

1.   DEFINITIONS.

1.1  In the Subscription Agreement (and all schedules and appendixes
incorporated by reference), the following words have the following meanings
unless otherwise indicated:


     a.   "1933 ACT" means the United States Securities Act of 1933, as amended;

     b.   "APPLICABLE LEGISLATION" means the Securities Legislation Applicable
          to Arbor and all legislation incorporated in the definition of this
          term in other parts of the Subscription Agreement, together with the
          regulations and rules made and promulgated under that legislation and
          all administrative policy statements, blanket orders and rulings,
          notices and other administrative directions issued by the Commissions;

     c.   "CLOSING" means the completion of the sale and purchase of the
          Securities;

     d.   "CLOSING DATE" has the meaning assigned in the Terms being on or
          before December 31, 2003 or such other date as determined by Arbor, in
          its sole discretion;

     e.   "COMMISSIONS" means all securities commissions incorporated in the
          definition of this term in other parts of the Subscription Agreement
          and the US Federal Securities and Exchange Commission;

     f.   "OFFERING" means up to 550,000 common shares of Arbor to raise an
          aggregate total of US$ 550,000.

     g.   "PRIVATE PLACEMENT" means the offering of the Securities on the terms
          and conditions of this Subscription Agreement;

     h.   "PURCHASERS" means the purchasers of the Securities.

     i.   "REGULATION S" means Regulation S promulgated under the 1933 Act;

     j.   "REGULATORY AUTHORITIES" means the US Federal Securities and Exchange
          Commission;

     k.   "SECURITIES" means shares of common stock of Arbor to be issued in
          this Offering;

     l.   "SECURITIES COMMISSION" means the US Federal Securities Commission;

     m.   "SHARES" means the common shares in the capital of Arbor;

     n.   "SUBSCRIPTION AGREEMENT" means the first (cover) page, the Offering
          Terms on page 2, the Terms and Conditions of Subscription for Common
          Shares of Abor, Inc. on pages 4 to 10 and the other schedules and
          appendixes incorporated by reference; and

     o.   "TERMS" means those portions of the Subscription Agreement headed
          "Offering Terms" and contained on page 3.

     p.   "US" means the United States of America;

     q.   "US PERSON" means a US person as that term is defined in Regulation S
          under the 1933 Act;

1.2  In the Subscription Agreement, the following terms have the meanings
defined in Regulation S: "U.S. PERSON" and "UNITED STATES".


                                        4
<PAGE>
1.3  In the Subscription Agreement, other words and phrases that are capitalized
have the meaning assigned in the Subscription Agreement.

2.   TERMS OF OFFER.

2.1  The Securities will be sold by private placement in the United States
pursuant to the exemption from registration requirements of the 1933 Act
provided by Rule 506 of Regulation D of the 1933 Act and outside of the United
States and Canada, under Regulation S of the 1933 Act.  By its acceptance of
this offer, Arbor covenants, agrees and confirms that the Purchaser will have
the benefit of all of the representations, warranties, covenants, agreements,
terms and conditions set forth in the warrant certificate(s) to be issued.

2.2  The Purchaser acknowledges that:

     a.   The Offering is integral to provide additional financing for Arbor of
          up to US$ 550,000 to enable it to expand its business;

     b.   There is no minimum subscription;

     c.   This Subscription is irrevocable by the Purchaser and may be rejected
          by Arbor in whole or in part; and

     d.   There are legal and contractual restrictions on the Purchasers ability
          to resell or otherwise dispose of the Securities and it is the
          responsibility of the Purchaser to find out what those restrictions
          are and to comply with them;

3.   SECURITIES BEING OFFERED.   A total of 550,000 shares of common stock of
Arbor are being sold at a price of US$ 1.00 per share to raise an aggregate
total of US$ 550,000 if all shares are sold.

4.   OTHER PROVISIONS.  Arbor covenants that:

     a.   the distribution to the Purchaser is made by Arbor in a security of
          its own issue;

     b.   Arbor, at the date of distribution to the Purchaser, will have filed
          all documents that it is required to file under the continuous
          disclosure provisions of the Securities Laws, including annual and
          interim financial information, press releases disclosing material
          changes, and material change reports;

     c.   at the date of distribution to the Purchaser, Arbor will not have made
          a substantial transaction since its current Form 10-KSB unless a Form
          8-K disclosing the material change has been filed in compliance with
          Securities Laws;

     d.   Arbor will place the legend required by the 1933 Act and any other
          required legends on the certificates representing the Securities; and

     e.   Arbor is now, and on the Closing Date will be a "reporting issuer"
          under section 12 of the US Securities Exchange Act of 1934 and is not
          in default of any of the requirements of that Act. Arbor is not a
          "reporting issuer" in British Columbia or any other jurisdiction in
          Canada.

5.   PAYMENT AND DELIVERY. The Purchaser hereby unconditionally subscribes for
and agrees to purchase the number of Securities subscribed for on the face page
of this Subscription Agreement at the subscription price therein. The Purchaser
shall deliver to Arbor concurrently with the execution of this Agreement (i) the
Certification of US Purchaser (Schedule A), if a US resident, and (ii) such
information, additional undertakings, questionnaires and other documents as
Arbor may request in connection with the issue and sale of the common shares.
The Purchaser shall deliver at CLOSING the total purchase price for the common
shares by way of certified cheque or bank draft made payable to Arbor. The
Purchaser acknowledges and agrees that such undertakings, questionnaires and
other documents, when executed and delivered by the Purchaser, will form part of
and will be incorporated into this Subscription Agreement


                                        5
<PAGE>
with the same effect as if each constituted a representation, warranty or
covenant of the Purchaser hereunder in favour of Arbor. The Purchaser consents
to the filing of such undertakings, questionnaires and other documents as may be
required to be filed with any stock exchange or securities regulatory authority
in connection with the transactions contemplated hereby.

6.   ACCEPTANCE OR REJECTION OR ALLOTMENT. Arbor will have the right in its sole
discretion to accept or reject this offer at any time at or prior to the
Closing. The Purchaser acknowledges and agrees that the acceptance of this offer
may be subject to acceptance by NASD or any other regulatory body having
jurisdiction with respect to Arbor, and will be conditional on the allotment and
the sale of the common shares to the Purchaser being exempt from any prospectus
requirements of all applicable securities legislation or, as applicable, from
registration requirements of the 1933 Act and State securities laws. Arbor will
be deemed to have accepted this offer upon delivery at the Closing of the
certificates representing the Purchaser's Securities in Arbor. If the
certificates representing the Purchaser's Securities in Arbor have not been
delivered to the Purchaser on or before December 15, 2003, then this Agreement
shall terminate and all subscription funds advanced to Arbor hereunder will be
paid forthwith to the Purchaser.

7.   PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser acknowledges that
the following representations and warranties by it are given with the intention
that they will be relied upon by Arbor and its counsel in determining its
eligibility or, if applicable, the eligibility of others on whose behalf it is
contracting hereunder to purchase the common shares under applicable securities
legislation. The Purchaser represents and warrants to Arbor and its counsel,
that its representation and warranties are true as of the date of this offer and
will be true as of the date of this Subscription Agreement and agrees that by
accepting delivery of the Securities it shall be representing and warranting as
of the Closing Date, that:

     a.   Non-US Persons If the Purchaser is not a US Person, the Purchaser, or
          --------------
          any beneficial purchaser for whom it is acting, will comply with the
          requirements of all applicable securities legislation in United
          States, will provide such evidence of compliance with all such matters
          Arbor may request, and in connection with the purchase of the
          Securities, the Purchaser hereby:

          A.   certifies to Arbor that it is not a resident of United States;

          B.   the Purchaser is not purchasing the Securities for the account or
               benefit of a US Person;

          C.   was not offered the Securities in the US; and

          D.   did not execute or deliver this Agreement in the US;

          E.   acknowledges to Arbor that it is aware that:
                      i. no securities commission or similar regulatory
                         authority has reviewed or passed on the merits of the
                         Securities;
                     ii. there is no government or other insurance covering the
                         Securities;
                    iii. there are risks associated with the purchase of the
                         Securities;
                     iv. Arbor has advised the Purchaser that Arbor is relying
                         on an exemption from the requirements to provide the
                         Purchaser with a prospectus and to sell securities
                         through a person registered to sell securities under
                         the securities legislation and, as a consequence of
                         acquiring securities pursuant to this exemption,
                         certain protections, rights and remedies provided by
                         the securities legislation, including statutory rights
                         of rescission or damages, will not be available to the
                         Purchaser;
                      v. the certificates to be delivered to the Purchaser
                         representing the Securities purchased by the Purchaser
                         will be in compliance with the applicable laws of such
                         jurisdiction and contain a legend stating that the
                         Securities are subject to resale restrictions; and
                     vi. the Purchaser acknowledges that the Securities have not
                         been registered under the 1933 Act or the securities
                         laws of any State of the United States or Province


                                        6
<PAGE>
                         in Canada and Arbor does not intend to register any of
                         the Securities under the 1933 Act, or the securities
                         laws of any State of the United States or Province in
                         Canada and have no obligation to do so. The Securities
                         may not be offered or sold in the United States unless
                         registered in accordance with United States federal
                         securities laws and all applicable State securities
                         laws or exemptions from such requirements are
                         available. The Purchaser acknowledges that Arbor will
                         not register any transfer of any of the Securities not
                         made in accordance with Regulation S of the 1933 Act or
                         pursuant to an available exemption from registration;
                         and

     b.   US Persons.  If the Purchaser is a US Person, then either:
          ----------

          A.   The Purchaser is purchasing the Securities in an "offshore
               transaction" as defined in, and pursuant to, Regulation S on the
               basis that the Purchaser was not offered the Securities in the US
               and did not execute or deliver this Agreement in the US;

               or

          B.   is a US Person who is an "accredited investor" as defined in Rule
               501 of Regulation D of the 1933 Act.

          In either case, the Purchaser has duly completed, executed and
          delivered to Arbor Schedule B to this Agreement (Certificate of US
          Purchaser) and represents, warrants and covenants to Arbor the
          accuracy of all matters set out therein;

     c.   US Securities Laws.  Each Purchaser acknowledges that that the
          ------------------
          Securities have not been registered under the 1933 Act or the
          securities laws of any State in the US and that Arbor does not intend
          to register any of the Securities under the 1933 Act, or the
          securities laws of any State in the US and has no obligation to do so.
          The Securities may not be offered or sold in the US unless registered
          in accordance with US federal securities laws and all applicable State
          securities laws or exemptions from such requirements are available.
          The Purchaser acknowledges that Arbor will not register any transfer
          of any of the Securities not made in accordance with Regulation S of
          the 1933 Act or pursuant to an available exemption from registration.

     d.   Authorization and Effectiveness.  If the Purchaser is a corporation,
          -------------------------------
          the Purchaser is a valid and subsisting corporation, has the necessary
          corporate capacity and authority to execute and deliver this offer and
          to observe and perform the covenants and obligations hereunder and has
          taken all necessary corporate action in respect thereof, if the
          Purchaser is a partnership, syndicate or other form of unincorporated
          organization, the Purchaser has the necessary legal capacity and
          authority to execute and deliver this offer and to observe and perform
          its covenants and obligations hereunder and has obtained all necessary
          approvals in respect thereof, or, if an individual, the Purchaser has
          attained the age of majority and is legally competent to execute this
          agreement and to take all actions required pursuant thereto, and, in
          each case, upon acceptance by Arbor, this Subscription Agreement
          constitutes a legal, valid, binding and enforceable contract of the
          Purchaser or the beneficial purchaser for which it is purchasing, as
          the case may be;

     e.   Absence of Offering Memorandum.  The offering and sale of the
          ------------------------------
          Securities to the Purchaser were not made through an advertisement of
          the Securities in printed media of general and regular paid
          circulation, radio or television, or any other form of advertisement,
          and the Purchaser has not requested, nor does it need to receive, an
          offering memorandum or other document prepared by Arbor describing its
          business affairs, in order to assist it in making an investment
          decision in respect of the Securities, and, except for this
          Subscription Agreement, no other documents have been delivered or
          otherwise furnished to the Purchaser in connection with such offering
          and sale;

     f.   Purchasing as Principal or Non-Principal.  The Purchaser is purchasing
          ----------------------------------------
          the Securities as principal for its own account, not for the benefit
          of any other person and not with a view to the resale or


                                        7
<PAGE>
          distribution of all or any of the Securities;

     g.   Unincorporated Organization.  If the Purchaser is a syndicate,
          ---------------------------
          partnership or other form of unincorporated organization, the
          Purchaser warrants and represents that it was not created solely to
          permit purchases without a prospectus by groups of individuals or
          other persons who are not "accredited investors" as defined under Rule
          506 of Regulation D;

     h.   Disclosure to Regulatory Authorities.  The Purchaser acknowledges that
          ------------------------------------
          Arbor may in the future be required by law to disclose the Purchaser's
          name and other information relating to this Agreement and the
          Purchaser's subscription hereunder, on a confidential basis to
          securities regulatory authorities or pursuant to the Proceeds of Crime
          (Money Laundering) Act;

     i.   No Undisclosed Information.  The Securities are not being purchased by
          --------------------------
          the Purchaser as a result of any material information concerning Arbor
          that has not been publicly disclosed and the Purchaser's decision to
          tender this offer and acquire the Securities has not been made as a
          result of any oral or written representation as to fact or otherwise
          made by or on behalf of Arbor or any other person and is based
          entirely upon currently available public information concerning Arbor;

     j.   Adequate Information.  The Purchaser has had access to and has
          --------------------
          received all such information concerning Arbor that the Purchaser
          considers necessary in connection with the Purchaser's investment
          decision;

     k.   No Recommendation or Endorsement.  No agency, governmental authority,
          --------------------------------
          regulatory body, stock exchange, or other entity has made any finding
          or determination as to the merit for investment of, nor have any such
          agencies or government authorities made any recommendation or
          endorsement with respect to the Securities; and

     l.   No Representations as to the Securities.  No person has made to the
          ---------------------------------------
          Purchaser any written or oral representations:

            i. that any person will resell or repurchase the Securities;
           ii. that any person will refund the purchase price for the
               Securities;
          iii. as to the future price or value of the Securities; or
           iv. that the Securities will be listed and posted for trading on any
               stock exchange or that an application has been made to list the
               common shares of Arbor on any stock exchange other than the OTC
               Bulletin Board.

8.   CORPORATION'S REPRESENTATIONS AND WARRANTIES.  By its execution of this
Subscription Agreement, Arbor hereby represents, warrants and covenants to the
subscriber that:

     a.   Arbor has the full corporate power and authority to execute and
          deliver this Subscription Agreement and to issue the Securities;

     b.   this Subscription Agreement constitutes a binding obligation of Arbor
          enforceable in accordance with its terms; and

     c.   the execution and delivery of, and the performance of the terms of,
          this Subscription Agreement by Arbor, including the issue of the
          Securities, does not and will not constitute a breach of or default
          under the constating documents of Arbor or any law, regulation, order
          or ruling applicable to Arbor or any agreement, contract or indenture
          to which Arbor is a party or by which it is bound.

9.   HOLD PERIOD AND RESALE CONDITIONS.  The Purchaser understands and
acknowledges that the securities will be subject to certain resale restrictions
under applicable securities laws and the Purchaser agrees to comply with such
restrictions and further acknowledges that the securities cannot be resold
unless the following conditions are complied with:


                                        8
<PAGE>
     a.   the selling security holder has held the securities for at least
          twelve months from the Closing Date;

     b.   no unusual effort is made to prepare the market or to create a demand
          for the securities that are the subject of the trade;

     c.   no extra-ordinary commission or consideration is paid to a person or
          company in respect of the trade;

     d.   if the selling security holder is an insider or officer of Arbor, the
          selling security holder has no reasonable ground to believe that Arbor
          is in default of the Securities Laws; and

     e.   the Purchaser files a report within 10 days of any resale, if
          required, in the form and where required, in accordance with
          applicable securities legislation.

10.  LEGEND.  The Purchase acknowledges and accepts that the certificates
representing the Securities will bear the following legends:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR OTHER
     APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR
     INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE
     OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE
     WITH THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE 905, AND
     PRELIMINARY NOTES UNDER THE 1933 ACT OR (2) PURSUANT TO AN AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (3)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS
     INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
     THE1933 ACT.

11.  NO REVOCATION.  The Purchaser agrees that this offer is made for valuable
consideration and may not be withdrawn, cancelled, terminated or revoked by the
Purchaser.

12.  INDEMNITY.  The Purchaser agrees to indemnify and hold harmless Arbor and
its directors, officers, employees, agents, advisors and shareholders from and
against any and all loss, liability, claim, damage and expense whatsoever
(including but not limited to, any and all fees, costs and expenses whatsoever
reasonably incurred in investigating, preparing or defending against any claim,
law suit, administrative proceeding or investigation whether commenced or
threatened) arising out of or based upon any representations or warranty of the
Purchaser contained herein or in any document furnished by the Purchaser to
Arbor in connection herewith being untrue in any material respect or any breach
or failure by the Purchaser to comply with any covenant or agreement made by the
Purchaser herein or in any document furnished by the Purchaser to Arbor in
connection herewith.

13.  MODIFICATION.  Neither this Subscription Agreement nor any provision hereof
shall be modified, changed, discharged or terminated except by an instrument in
writing signed by the party against whom any waiver, change, discharge or
termination is sought.

14.  ASSIGNMENT.  This Subscription Agreement and any interest herein or any of
the rights arising hereunder may be assigned only together with the transfer of
the Securities purchased hereunder and in accordance with applicable Securities
Laws and any securities laws within or outside of United States in the
jurisdiction in which the Purchaser resides, and provided that the assignment is
made in the assignee resides either (i) outside of  the United States or (ii)
agrees in writing to be bound by the terms and conditions of this Subscription
Agreement and (iii) completes and executes and Acknowledgement of Assignment
Form attached to the certificates representing the Securities and delivers it to
Arbor.

15.  NOTICE.  All notices or other communications to be given hereunder shall be
delivered by hand or by telecopier, on the date of transmission if sent before
5:00 p.m. EST and such day or, if not, on the first business day following the
date of transmission.


                                        9
<PAGE>
Notice to Arbor shall be addressed as follows:

     Arbor Inc.
     2642 Collins Avenue, Suite 305
     Miami Beach, FL 33140

Notices to the Purchaser shall be addressed to the address of the Purchaser set
out on the execution page hereof under Execution of Purchaser.

Either Arbor or the Purchaser may change its address for service aforesaid by
notice in writing to the other party hereto specifying its new address for
services hereunder.

16.  MISCELLANEOUS.  The agreement resulting from acceptance of this
Subscription Agreement by Arbor contains the whole agreement between Arbor and
the Purchaser in respect of the subject matters hereof and except as provided
herein there are no warranties, representations, terms, conditions, or
collateral agreements, express, implied or statutory, other than as expressly
set forth herein and in any amendments hereto.  All representations, warranties,
agreements and covenants made or deemed to be made by the Purchaser herein will
survive the execution and delivery, and acceptance, of this offer and the
Closing.  Time shall be of the essence of this Subscription Agreement.  This
Subscription Agreement and the rights and obligations of the parties hereunder
will be governed by and construed according to the laws of the State of Nevada.
This Subscription Agreement will enure to the benefit of and be binding upon the
parties hereto, and their heirs, executors, administrators, successors and
permitted assigns.  This Subscription Agreements may be executed in any number
of counterparts, each of which when delivered, either in original or facsimile
form, shall be deemed to be an original and all of which together shall
constitute one and the same document.  The Purchaser acknowledges and agrees
that all costs incurred by the Purchaser (including any fees and disbursements
of any special counsel retained by the Purchaser) relating to the sale of the
Securities to the Purchaser shall be borne by the Purchaser.  The Purchaser, on
its own behalf and, if applicable, on behalf of others for whom it is
contracting hereunder, agrees that this offer is made for valuable consideration
and may not be withdrawn, cancelled, terminated, or revoked by the Purchaser, on
its own behalf and, if applicable, on behalf of others for whom it is
contracting hereunder.  The covenants, representations and warranties contained
herein shall survive the closing of the transactions contemplated hereby.


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<PAGE>
                                   SCHEDULE A

                         CERTIFICATION OF US PURCHASERS
                         ------------------------------

Capitalized terms not specifically defined in this Certification have the
meaning ascribed to them in the Subscription Agreement to which this Schedule is
attached.  In the event of a conflict between the terms of this Certification
and such Subscription Agreement, the terms of this Certification shall prevail.

In addition to the covenants, representations and warranties contained in the
Subscription Agreement to which this Schedule A is attached, the undersigned
(the Purchaser) covenants, represents and warrants to Arbor that:

1.   The Purchaser is (i) a US Person and (ii) authorized to consummate the
     purchase of the Securities.

2.   The Purchaser has such knowledge and experience in financial and business
     matters as to be capable of evaluating the merits and risks of an
     investment in the Securities and it is able to bear the economic risk of
     loss of its entire investment.

3.   Arbor has provided to it the opportunity to ask questions and receive
     answers concerning the terms and conditions of the offering and it has had
     access to such information concerning Arbor as it has considered necessary
     or appropriate in connection with its investment decision to acquire the
     Securities, including access to Arbors public filings available on the
     Internet at www.sec.gov and that any answers to questions and any requests
                 -----------
     for information have been complied with the Purchasers satisfaction.

4.   The Purchaser is acquiring the Securities for its own account, for
     investment purposes only and not with a view to any resale, distribution or
     other disposition of the Securities in violation of the United States
     securities laws.

5.   The address of the Purchaser set out on Page 1 of the Subscription
     Agreement is the true and correct address of the Purchaser and can be
     relied on by Arbor and the Agent for purposes of State blue sky laws.

6.   The Purchaser understands (i) the Securities have not been and will not be
     registered under the 1933 Act, or the securities laws of any State in the
     US; (ii) the sale contemplated hereby is being made in reliance on an
     exemption from such registration requirements; (iii) subject to certain
     exceptions provided under the 1933 Act, the Securities may not be
     transferred or exercised in the US or by or on behalf of a US Person unless
     such Securities, as applicable, are registered under the 1933 Act and
     applicable State securities laws or unless an exemption from such
     registration requirements is available.

7.   The Purchaser satisfies one or more of the categories indicated below
     (PLEASE HANDWRITE YOUR INITIALS ON THE APPROPRIATE LINE):

     a.   ______    the Purchaser is purchasing the Securities in an offshore
                    transaction as defined in, and pursuant to, Regulation S on
                    the basis was not offered the Securities in the US and did
                    not execute or deliver the Subscription Agreement in the US;
                    or

     b.   ______    the Purchaser is an accredited investor as defined in Rule
                    501 of Regulation D of the 1933 Act by virtue of meeting one
                    of the following criteria (PLEASE HANDWRITE YOUR INITIALS ON
                    THE APPROPRIATE LINE):


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<PAGE>
               i.   ______    An organization described in Section 501(c)(3) of
                              the US Internal Revenue Code, a corporation, a
                              Massachusetts or similar business trust or
                              partnership, not formed for the specific purpose
                              of acquiring the Securities, with total assets in
                              excess of US $ 5,000,000; or
               ii.  ______    A trust that (a) has total assets in excess of US
                              $5,000,0000; (b) was not formed for the specific
                              purpose of acquiring the Securities; and (c) is
                              directed in its purchases of the Securities by a
                              person who has such knowledge and experience in
                              financial and business matters that he/she is
                              capable of evaluating the merits and risks of an
                              investment in the Securities; or
               iii. ______    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; or
               iv.  ______    A Small Business Investment Company licensed by
                              the US Small Business Administration under Section
                              301 (c) or (d) of the Small Business Investment
                              Act of 1958; or
               v.   ______    A private business development company as defined
                              in Section 202(a)(22) of the Investment Advisors
                              Act of 1940; or
               vi.  ______    The Purchaser is a natural person whose total
                              personal net work, either individually or jointly
                              with such person's spouse, at the time of
                              purchase, exceeds US $ 1,000,000; or
               vii. ______    The Purchaser is a natural person who had
                              individual income in excess of US $ 200,000, or
                              joint income with the person's spouse in excess of
                              US $300,000, in each of the twomose recent years
                              and reasonably expects to reach the same income
                              level in the current year; or
               viii. ______   An entity in which all of the equity owners
                              satisfy the requirements of one or more of the
                              foregoing categories.

9.   The Purchaser has not purchased the Securities as a result of any form of
     general solicitation or general advertising (as those terms are used in
     Regulation D under the 1933 Act), including advertisements, articles,
     notices or other communications published in any newspaper, magazine or
     similar media or broadcast over radio or television, or other form of
     telecommunications, including electronic display, or any seminar or meeting
     whose attendees have been invited by general solicitation or general
     advertising.

10.  If the Purchaser decides to offer, sell or otherwise transfer any of the
     Securities it will not offer, sell or otherwise transfer any of such
     securities directly or indirectly, unless:

     a.   the sale is to Arbor;

     b.   the sale is made outside of the US in a transaction meeting the
          requirements of Rule 904 of Regulation S and in compliance with local
          laws and regulations;

     c.   the sale is made pursuant to the exemption from registration
          requirements under the 1933 Act provided by Rule 144 thereunder and in
          accordance with any applicable State securities laws or "blue sky"
          laws;

     d.   the sale is to an institutional "accredited investor" as defined in
          Rule 501(a)(1), (2), (3), or (7) under the 1933 Act and a purchaser's
          letter containing the same representations, warranties and agreements
          as those contained in this certification, and satisfactory to Arbor,
          is executed by the purchaser and delivered to Arbor prior to the sale;
          or


                                       12
<PAGE>
     e.   the securities are sold in a transaction that does not require
          registration under the 1933 Act or any applicable State laws and
          regulations governing the offer and sale of securities, and it has
          prior to such sale furnished to Arbor an opinion of counsel reasonably
          satisfactory to Arbor stating that such transaction is exempt from
          registration under applicable securities laws and that the legend may
          be removed.


11.  The Purchaser acknowledges that the Purchaser has not purchased the
     Securities as a result of, an will not engage in, any "direct selling
     effort" (as defined in Regulation S under the 1933 Act) in the US in
     respect of the Securities which would include any activities undertaken for
     the purpose of, or that could be reasonably expected to have the effect of,
     conditioning the market in the US for the resale of the Securities;
     provided however that the Purchaser may sell or otherwise dispose of any of
     the Securities pursuant to registration of the Securities under the 1933
     Act and any applicable State securities laws or under an exemption from
     such registration requirements and as otherwise provided herein; and

12.  The certificate representing the Securities issued hereunder, as well as
     all certificates issued in exchange for or in substitution of the
     foregoing, until such time as it is no longer required under the applicable
     requirements of the 1933 Act or applicable State securities laws, will bear
     on the face of such certificate, the following legends:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
          "1933 ACT") OR OTHER APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE
          BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR
          RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
          EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S, RULE
          901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER THE 1933 ACT OR (2)
          PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
          OF THE 1933 ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
          STATEMENT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
          CONDUCTED UNLESS IN COMPLIANCE WITH THE1933 ACT.

13.  The Purchaser understands and agrees that there may be material tax
     consequences to the Purchaser of an acquisition or disposition of the
     Securities. Arbor gives no opinion and makes no representation with respect
     to the tax consequences to the Purchaser under United States, State, local
     or foreign tax law of the undersigned's acquisition or disposition of such
     Securities.

14.  The Purchaser consents to Arbor making a notation on its records or giving
     instructions to any transfer agent of Arbor in order to implement the
     restrictions on transfer set forth and described in this Certification and
     Subscription Agreement.

DATED ______________, 2003.

<TABLE>
<CAPTION>
<S>                                               <C>

X
   ---------------------------------------------  -------------------------------------------------
Signature of individual or Authorized Signatory   Address of Purchaser (residence if an individual)

------------------------------------------------  -------------------------------------------------
Name of Purchaser (PLEASE PRINT)                  Telephone Number

------------------------------------------------  -------------------------------------------------
Name of authorized signatory (PLEASE PRINT)       E-Mail Address
</TABLE>


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<PAGE>