Exhibit 10.

To: POWERRAISE, INC.

        REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

                                   SECTION 1.

     1.1 Subscription.

     (a) The  undersigned,  intending to be legally  bound,  hereby  irrevocably
subscribes for and agrees to purchase  ____________ shares (the "Shares") of the
common stock (the "Common Stock") of Powerraise, Inc., a Nevada corporation (the
"Company").  The  undersigned  understand  that the Shares are being offered and
purchased in a  transaction  exempt from the  registration  requirements  of the
Securities Act of 1933, as amended (the "Securities Act").

     The  undersigned  understands  that the Shares are being sold in connection
with an offering by the  Company of up to  15,000,000  shares at $0.01 per share
(the "Offering").

     1.2 Purchase of Shares.

     The undersigned  understands and acknowledges that the purchase price to be
remitted to the Company in exchange for the Shares shall be ____________ dollars
($______) or 1 cents ($0.01) per Share.  The Company shall deliver the Shares to
the undersigned promptly after the acceptance of this Subscription  Agreement by
the Company.

     1.3 Acceptance or Rejection.

     (a) The undersigned  understands  and agrees that the Company  reserves the
right to reject this subscription for the Shares if, in its reasonable judgment,
it deems such action in the best  interest of the Company,  at any time prior to
the  Closing,  notwithstanding  prior  receipt by the  undersigned  of notice of
acceptance of the undersigned's subscription.

     (b) The undersigned  understands and agrees that its  subscription  for the
Shares is irrevocable.

     (c) In the event the sale of the Shares  subscribed for by the  undersigned
is  not  consummated  by the  Company  for  any  reason  (in  which  event  this
Subscription  Agreement  shall be  deemed  to be  rejected),  this  Subscription
Agreement and any other  agreement  entered into between the undersigned and the
Company relating to this  subscription  shall thereafter have no force or effect
and the Company shall promptly return or cause to be returned to the undersigned
the purchase price remitted to the Company by the undersigned,  without interest
thereon or deduction therefrom, in exchange for the Shares.
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                                   SECTION 2.

     2.1 Closing

     The closing (the  "Closing") of the purchase and sale of the Shares,  shall
occur  simultaneously  with the  acceptance by the Company of the  undersigned's
subscription,  as evidenced  by the  Company's  execution  of this  Subscription
Agreement.

                                   SECTION 3.

     3.1 Investor Representations and Warranties.

     The undersigned hereby acknowledges, represents and warrants to, and agrees
with, the Company and its affiliates as follows:

     (a) The  undersigned  is  acquiring  the  Shares  for his  own  account  as
principal, not as a nominee or agent, for investment purposes only, and not with
a view to, or for, resale, distribution or fractionalization thereof in whole or
in part and no other person has a direct or indirect beneficial interest in such
Shares  or any  portion  thereof.  Further,  the  undersigned  does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer or grant  participations  to such person or to any third  person,  with
respect to the Shares for which the  undersigned  is  subscribing or any part of
the Shares.

     (b) The  undersigned  has full  power  and  authority  to enter  into  this
Agreement,   the  execution  and  delivery  of  this  Agreement  has  been  duly
authorized,  if applicable,  and this Agreement  constitutes a valid and legally
binding obligation of the undersigned.

     (c) The  undersigned  is not  subscribing  for the 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 or meeting, or any solicitation
of a  subscription  by  person  previously  not  known  to  the  undersigned  in
connection with investment securities generally.

     (d) The undersigned  understands that the Company is under no obligation to
register the Shares under the  Securities  Act, or to assist the  undersigned in
complying with the  Securities  Act or the  securities  laws of any state of the
United States or of any foreign jurisdiction.

     (e) The  undersigned is (i)  experienced in making  investments of the kind
described in this Agreement and the related  documents,  (ii) able, by reason of
the  business  and  financial  experience  of its  officers  (if an entity)  and
professional  advisors (who are not affiliated with or compensated in any way by
the  Company or any of its  affiliates  or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and

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the  related  documents,  and  (iii)  able  to  afford  the  entire  loss of its
investment in the Shares.

     (f) The undersigned  acknowledges his  understanding  that the offering and
sale of the  Shares  is  intended  to be  exempt  from  registration  under  the
Securities Act. In furtherance thereof, in addition to the other representations
and  warranties  of  the  undersigned  made  herein,  the  undersigned   further
represents  and  warrants to and agrees with the Company and its  affiliates  as
follows:

     (i)  The  undersigned  realizes that the basis for the exemption may not be
          present if, notwithstanding such representations,  the undersigned has
          in mind merely acquiring the Shares for a fixed or determinable period
          in the future,  or for a market  rise,  or for sale if the market does
          not rise. The undersigned does not have any such intention;

     (ii) The undersigned has the financial ability to bear the economic risk of
          his investment, has adequate means for providing for his current needs
          and personal  contingencies and has no need for liquidity with respect
          to his investment in the Company; and

     (iii)The  undersigned  has such  knowledge and  experience in financial and
          business  matters as to be capable of evaluating  the merits and risks
          of the  prospective  investment in the Shares.  The  undersigned  also
          represents it has not been  organized for the purpose of acquiring the
          Shares; and

     (iv) The  undersigned  has been  provided an  opportunity  for a reasonable
          period  of  time  prior  to  the  date  hereof  to  obtain  additional
          information concerning the offering of the Shares, the Company and all
          other information to the extent the Company possesses such information
          or can acquire it without unreasonable effort or expense.

     (v)  The  undersigned  is not relying on the Company,  or its affiliates or
          agents  with  respect  to  economic  considerations  involved  in this
          investment. The undersigned has relied solely on its own advisors.

     (h) No  representations  or warranties have been made to the undersigned by
the Company,  or any officer,  employee,  agent,  affiliate or subsidiary of the
Company,  other than the representations of the Company contained herein, and in
subscribing for Shares the  undersigned is not relying upon any  representations
other than those contained herein.

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     (i)  Compliance  with  Local  Laws.  Any  resale of the  Shares  during the
distribution  compliance period' as defined in Rule 902(f) to Regulation S shall
only be  made in  compliance  with  exemptions  from  registration  afforded  by
Regulation S. Further,  any such sale of the Shares in any jurisdiction  outside
of the United States will be made in compliance with the securities laws of such
jurisdiction.  The undersigned  will not offer to sell or sell the Shares in any
jurisdiction unless the undersigned obtains all required consents, if any.

     (j) Regulation S Exemption. The undersigned understands that the Securities
are being  offered and sold in reliance on an  exemption  from the  registration
requirements of United States federal and state securities laws under Regulation
S promulgated  under the Securities Act and that the Company is relying upon the
truth   and   accuracy   of   the   representations,   warranties,   agreements,
acknowledgments  and understandings of the Investor set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Investor to acquire the Securities.  In this regard, the undersigned represents,
warrants and agrees that:

     1.   The  undersigned  is not a U.S.  Person (as  defined  below) and is an
          affiliate (as defined in Rule 501(b) under the Securities  Act) of the
          Company and is not acquiring the Securities for the account or benefit
          of a U.S. Person. A U.S. Person means any one of the following:

          *    any natural person resident in the United States of America;

          *    any partnership or corporation  organized or  incorporated  under
               the laws of the United States of America;

          *    any  estate  of which any  executor  or  administrator  is a U.S.
               person;

          *    any trust of which any trustee is a U.S. person;

          *    any  agency or branch of a foreign  entity  located in the United
               States of America;

          *    any  non-discretionary  account or similar account (other than an
               estate or  trust)  held by a dealer  or other  fiduciary  for the
               benefit or account of a U.S. person;

          *    any  discretionary  account or  similar  account  (other  than an
               estate or trust) held by a dealer or other  fiduciary  organized,
               incorporated or (if an individual)  resident in the United States
               of America; and

          *    any partnership or corporation if:

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               (A)  organized  or  incorporated  under  the laws of any  foreign
                    jurisdiction; and

               (B)  formed  by a U.S.  person  principally  for the  purpose  of
                    investing in securities not registered  under the Securities
                    Act, unless it is organized or  incorporated,  and owned, by
                    accredited  investors  (as defined in Rule 501(a)  under the
                    Securities  Act) who are not  natural  persons,  estates  or
                    trusts.

     2.   At the time of the  origination of contact  concerning  this Agreement
          and the date of the  execution  and  delivery of this  Agreement,  the
          undersigned was outside of the United States.

     3.   The undersigned will not, during the period  commencing on the date of
          issuance of the  Purchased  Shares or Warrants and ending on the first
          anniversary  of such date, or such shorter  period as may be permitted
          by Regulation S or other  applicable  securities law (the  "Restricted
          Period"),  offer,  sell,  pledge or otherwise  transfer the  Purchased
          Shares or the Warrants in the United States,  or to a U.S.  Person for
          the account or for the benefit of a U.S.  Person,  or  otherwise  in a
          manner that is not in compliance with Regulation S.

     4.   The  undersigned  will,  after  expiration of the  Restricted  Period,
          offer,  sell,  pledge or otherwise  transfer the  Purchased  Shares or
          Warrants only pursuant to registration  under the Securities Act or an
          available  exemption  therefrom and, in accordance with all applicable
          state and foreign securities laws.

     5.   The undersigned was not in the United States, engaged in, and prior to
          the expiration of the Restricted  Period will not engage in, any short
          selling of or any hedging  transaction with respect to the Securities,
          including   without   limitation,   any  put,  call  or  other  option
          transaction, option writing or equity swap.

     6.   Neither  the  undersigned  nor or any person  acting on his behalf has
          engaged,  nor will engage,  in any directed  selling efforts to a U.S.
          Person with respect to the  Securities and the Investor and any person
          acting on his behalf have  complied and will comply with the "offering
          restrictions" requirements of Regulation S under the Securities Act.

     7.   The  transactions   contemplated  by  this  Agreement  have  not  been
          pre-arranged  with a buyer located in the United States or with a U.S.

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          Person, and are not part of a plan or scheme to evade the registration
          requirements of the Securities Act.

     8.   Neither  the  undersigned  nor any  person  acting on his  behalf  has
          undertaken  or carried  out any  activity  for the purpose of, or that
          could  reasonably be expected to have the effect of,  conditioning the
          market in the United States,  its territories or possessions,  for any
          of  the  Securities.   The   undersigned   agrees  not  to  cause  any
          advertisement  of the  Securities  to be published in any newspaper or
          periodical or posted in any public place and not to issue any circular
          relating to the Securities,  except such  advertisements  that include
          the statements  required by Regulation S under the Securities Act, and
          only  offshore  and not in the U.S.  or its  territories,  and only in
          compliance with any local applicable securities laws.

     9.   Each  certificate  representing  the Shares shall be endorsed with the
          following  legends,  in  addition to any other  legend  required to be
          placed thereon by applicable federal or state securities laws:

          (A)  "THE  SECURITIESARE  BEING  OFFERED TO INVESTORS WHO ARE NOT U.S.
               PERSONS (AS DEFINED IN REGULATION S UNDER THE  SECURITIES  ACT OF
               1933, AS AMENDED ("THE SECURITIES ACT")) AND WITHOUT REGISTRATION
               WITH THE UNITED STATES  SECURITIES AND EXCHANGE  COMMISSION UNDER
               THE  SECURITIES  ACT IN RELIANCE  UPON  REGULATION S  PROMULGATED
               UNDER THE SECURITIES ACT."

          (B)  "TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE
               WITH THE  PROVISIONS OF  REGULATION  S, PURSUANT TO  REGISTRATION
               UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM
               REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
               COMPLIANCE WITH THE SECURITIES ACT."

     10.  The  undersigned  consents  to the  Company  making a notation  on its
          records or giving instructions to any transfer agent of the Company in
          order to implement the  restrictions on transfer of the Securities set
          forth in this Section 2.

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<PAGE>
     (k) The undersigned is an "accredited  investor" as that term is defined in
Rule 501 of the General Rules and Regulations under the Securities Act by reason
of Rule 501(a)(3).

     (l) The  undersigned  understands  that an  investment  in the  Shares is a
speculative  investment  which  involves a high degree of risk and the potential
loss of his entire investment.

     (m) The  undersigned's  overall  commitment  to  investments  which are not
readily marketable is not  disproportionate  to the undersigned's net worth, and
an  investment  in the Shares will not cause such overall  commitment  to become
excessive.

     (n) The  undersigned has received all documents,  records,  books and other
information  pertaining to the undersigned's  investment in the Company that has
been requested by the undersigned.

     (o) The  undersigned  represents  and  warrants  to the  Company  that  all
information that the undersigned has provided to the Company, including, without
limitation,  the  information in the Investor  Questionnaire  attached hereto or
previously  provided to the Company (the "Investor  Questionnaire"),  is correct
and complete as of the date hereof.

     (p) Other than as set forth herein, the undersigned is not relying upon any
other  information,  representation  or warranty by the Company or any  officer,
director,  stockholder, agent or representative of the Company in determining to
invest in the  Shares.  The  undersigned  has  consulted,  to the extent  deemed
appropriate by the undersigned,  with the  undersigned's  own advisers as to the
financial, tax, legal and related matters concerning an investment in the Shares
and on that basis  believes that his or its investment in the Shares is suitable
and appropriate for the undersigned.

     (q) The  undersigned  is aware that no federal or state agency has (i) made
any finding or determination  as to the fairness of this  investment,  (ii) made
any  recommendation  or  endorsement  of the  Shares  or the  Company,  or (iii)
guaranteed or insured any investment in the Shares or any investment made by the
Company.

     (p) The undersigned understands that the price of the Shares offered hereby
bear no relation to the assets,  book value or net worth of the Company and were
determined  arbitrarily by the Company. The undersigned further understands that
there is a substantial  risk of further dilution on his or its investment in the
Company.

                                   SECTION 4.

     The Company represents and warrants to the undersigned as follows:

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     4.1  Organization  of  the  Company.  The  Company  is a  corporation  duly
organized and validly  existing and in good standing under the laws of the State
of Nevada,  and has all requisite  power and authority to own, lease and operate
its properties and to carry on its business as now being conducted.  The Company
is  duly  qualified  as a  foreign  corporation  to do  business  and is in good
standing in every  jurisdiction in which the nature of the business conducted or
property  owned by it makes such  qualification  necessary,  other than those in
which the failure so to qualify would not have a material  adverse effect on the
business,   operations,   properties,   prospects  or  condition  (financial  or
otherwise) of the Company.

     4.2  Authority.  (a) The  Company  has the  requisite  corporate  power and
authority to enter into and perform its obligations  under this Agreement and to
issue the  Securities;  (b) the execution and delivery of this  Agreement by the
Company and the consummation by it of the transactions  contemplated  hereby and
thereby  have been duly  authorized  by all  necessary  corporate  action and no
further  consent or  authorization  of the Company or its Board of  Directors or
stockholders  is required;  and (c) 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, except as
such  enforceability  may be limited by applicable  bankruptcy,  insolvency,  or
similar laws relating to, or affecting  generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.

     4.3 Capitalization.  As of the date hereof, the authorized capital stock of
the Company  consists of _____ shares of Common  Stock,  of which as of the date
hereof ______ shares are issued and outstanding.  All of such outstanding shares
have  been,  or upon  issuance  will be,  validly  issued and are fully paid and
nonassessable.

     4.4 Exemption from Registration;  Valid Issuances. The sale and issuance of
the  Securities,  in  accordance  with  the  terms  and  on  the  bases  of  the
representations  and  warranties of the  undersigned  set forth herein,  may and
shall be properly issued by the Company to the  undersigned  pursuant to Section
4(2),  Regulation D and/or any applicable state law. When issued and paid for as
herein provided,  the Securities  shall be duly and validly issued,  fully paid,
and  nonassessable.  Neither the sales of the  Securities  pursuant  to, nor the
Company's  performance of its obligations under, this Agreement shall (a) result
in  the  creation  or  imposition  of  any  liens,  charges,   claims  or  other
encumbrances  upon the  Securities  or any of the assets of the Company,  or (b)
entitle the other  holders of the Common Stock of the Company to  preemptive  or
other rights to subscribe to or acquire the Common Stock or other  securities of
the  Company.  The  Securities  shall not  subject the  undersigned  to personal
liability by reason of the ownership thereof.

     4.5 No General  Solicitation or Advertising in Regard to this  Transaction.
Neither the Company nor any of its  affiliates  nor any person  acting on its or
their behalf (a) has conducted or will conduct any general solicitation (as that
term is used in Rule 502(c) of Regulation D) or general advertising with respect
to any of the  Securities,  or (b) made any offers or sales of any  security  or

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solicited  any offers to buy any  security  under any  circumstances  that would
require registration of the Common Stock under the Securities Act.

     4.6 No Conflicts. The execution, delivery and performance of this Agreement
by the  Company  and  the  consummation  by  the  Company  of  the  transactions
contemplated   hereby,   including  without   limitation  the  issuance  of  the
Securities,  do not and will not (a) result in a violation of the Certificate or
By-Laws of the Company or (b) conflict  with, or  constitute a material  default
(or an event that with  notice or lapse of time or both would  become a material
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation of, any material agreement,  indenture,  instrument
or any "lock-up" or similar  provision of any underwriting or similar  agreement
to which the Company is a party,  or (c) result in a violation  of any  federal,
state,  local or  foreign  law,  rule,  regulation,  order,  judgment  or decree
(including federal and state securities laws and  regulations)applicable  to the
Company or by which any  property  or asset of the  Company is bound or affected
(except for such conflicts, defaults, terminations,  amendments,  accelerations,
cancellations  and  violations as would not,  individually  or in the aggregate,
have  a  material  adverse  effect  on  the  business,  operations,  properties,
prospects  or  condition  (financial  or  otherwise)  of the Company) nor is the
Company  otherwise in violation of, conflict with or in default under any of the
foregoing.  The  business of the Company is not being  conducted in violation of
any law, ordinance or regulation of any governmental entity, except for possible
violations  that either  singly or in the  aggregate  do not and will not have a
material adverse effect on the business,  operations,  properties,  prospects or
condition  (financial or otherwise) of the Company.  The Company is not required
under  federal,  state or local law,  rule or  regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or  issue  and  sell  the  Common  Stock in
accordance  with the terms hereof (other than any SEC, NASD or state  securities
filings  that  may be  required  to be made  by the  Company  subsequent  to the
Closing,  any registration  statement that may be filed pursuant hereto, and any
shareholder  approval required by the rules applicable to companies whose common
stock  trades  on the Over The  Counter  Bulletin  Board);  provided  that,  for
purposes of the  representation  made in this sentence,  the Company is assuming
and relying upon the accuracy of the relevant  representations and agreements of
the undersigned herein.

     4.7  No  Undisclosed  Liabilities.   The  Company  has  no  liabilities  or
obligations  that are material,  individually  or in the  aggregate,  other than
those  incurred in the ordinary  course of the Company's  businesses  and which,
individually  or in the aggregate,  do not or would not have a material  adverse
effect on the Company.

     4.8 No Undisclosed  Events or  Circumstances.  No event or circumstance has
occurred or exists with  respect to the Company or its  businesses,  properties,
prospects,  operations or financial condition,  that, under applicable law, rule
or regulation,  requires  public  disclosure or  announcement  prior to the date
hereof by the Company but which has not been so publicly announced or disclosed.

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     4.9 No Integrated Offering. 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 of any security or solicited any offers to buy any security,
other than pursuant to this Agreement,  under  circumstances  that would require
registration  of the  Common  Stock  under the  Securities  Act,  other than the
private   offering  which  the  Company  is  conducting  in  the  United  States
contemporaneously with this offering.

     4.10 Litigation and Other Proceedings. There are no lawsuits or proceedings
pending or to the best knowledge of the Company threatened, against the Company,
nor has the Company  received  any  written or oral  notice of any such  action,
suit, proceeding or investigation, which would have a material adverse effect on
the  business,  operations,  properties,  prospects or condition  (financial  or
otherwise) of the Company.  No judgment,  order,  writ,  injunction or decree or
award has been issued by or, so far as is known by the Company, requested of any
court,  arbitrator or  governmental  agency which would have a material  adverse
effect  on  the  business,  operations,   properties,   prospects  or  condition
(financial or otherwise) of the Company.

     4.11 Certain Transactions. Except for arm's length transactions pursuant to
which the Company makes  payments in the ordinary  course of business upon terms
no less favorable than the Company could obtain from third parties,  none of the
officers,  directors,  or  employees  of the Company is presently a party to any
transaction with the Company or any of its subsidiaries (other than for services
as employees,  officers and  directors),  including  any contract,  agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for rental of real or  personal  property  to or from,  or  otherwise  requiring
payments to or from any officer,  director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any
officer,  director,  or any such  employee has a  substantial  interest or is an
officer, director, trustee or partner.

     4.12 No  Misleading  or  Untrue  Communication.  The  Company,  any  person
representing the Company, and, to the knowledge of the Company, any other person
selling  or  offering  to sell  the  Shares,  if any,  in  connection  with  the
transactions  contemplated  by this  Agreement,  have not made, at any time, any
written or oral  communication  in connection with the offer or sale of the same
which contained any untrue  statement of a material fact or omitted to state any
material  fact  necessary in order to make the  statements,  in the light of the
circumstances under which they were made, not misleading.

                                   SECTION 5.

     5.1 Indemnity.  The  undersigned  agrees to indemnify and hold harmless the
Company,  its officers and  directors,  employees and its  affiliates  and their
respective  successors  and assigns and each other person,  if any, who controls
any thereof,  against any loss, liability,  claim, damage and expense whatsoever
(including,  but not  limited  to, any and all  expenses  whatsoever  reasonably
incurred  in  investigating,  preparing  or  defending  against  any  litigation
commenced or  threatened or any claim  whatsoever)  arising out of or based upon
any false  representation or warranty or breach or failure by the undersigned to

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comply with any covenant or agreement made by the  undersigned  herein or in any
other  document  furnished  by  the  undersigned  to any  of  the  foregoing  in
connection with this transaction.

     5.2 Modification. Neither this Agreement nor any provisions hereof shall be
modified,  discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is sought.

     5.3  Notices.  Any notice,  demand or other  communication  which any party
hereto may be required,  or may elect,  to give to anyone  interested  hereunder
shall be  sufficiently  given if (a)  deposited,  postage  prepaid,  in a United
States mail letter box,  registered or certified mail, return receipt requested,
addressed to such address as may be given herein, or (b) delivered personally at
such address.

     5.4  Counterparts.  This  Agreement  may be  executed  through  the  use of
separate signature pages or in any number of counterparts and by facsimile,  and
each of such  counterparts  shall,  for all purposes,  constitute  one agreement
binding on all parties,  notwithstanding that all parties are not signatories to
the same counterpart. Signatures may be facsimiles.

     5.5 Binding Effect.  Except as otherwise  provided  herein,  this Agreement
shall be binding  upon and inure to the benefit of the parties and their  heirs,
executors, administrators, successors, legal representatives and assigns. If the
undersigned is more than one person,  the obligation of the undersigned 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 heirs, executors, administrators and successors.

     5.6 Entire  Agreement.  This Agreement and the documents  referenced herein
contain the entire  agreement  of the parties and there are no  representations,
covenants  or other  agreements  except  as  stated or  referred  to herein  and
therein.

     5.7 Assignability.  This Agreement is not transferable or assignable by the
undersigned.

     5.8 Applicable  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New  York,  without  giving  effect to
conflicts of law principles.

     5.9 Pronouns.  The use herein of the masculine  pronouns  "him" or "his" or
similar terms shall be deemed to include the feminine and neuter genders as well
and the use herein of the singular pronoun shall be deemed to include the plural
as well.

                                       11
<PAGE>
     IN WITNESS WHEREOF,  the undersigned has executed this Agreement on the day
of ________________, 2007.

Amount of Investment:

$______________________________

INDIVIDUAL INVESTOR:

_______________________________
Name:

PARTNERSHIP, CORPORATION, TRUST,
CUSTODIAL ACCOUNT, OTHER INVESTOR

_______________________________
(Print Name of Entity)

By: ___________________________
Name:__________________________
Title:_________________________
Address:_______________________

Taxpayer Identification Number:_____________

                                       12
<PAGE>
                           ACCEPTANCE OF SUBSCRIPTION

                      (to be filed out only by the Company)

The Company hereby accepts the above  application for subscription for Shares on
behalf of the Company.

POWERRAISE, INC.       Dated: ______ ___, 2007

By:______________________________
Name:____________________________
Title:___________________________


                                       13
<PAGE>
                             INVESTOR QUESTIONNAIRE


A. General Information

1. Print Full Name of Investor:              Individual:________________________

                                             First, Middle, Last

                                             Partnership, Corporation, Trust,
                                             Custodial Account, Other:

                                             ___________________________________
                                             Name of Entity

2. Address for Notices:                      ___________________________________

                                             ___________________________________

                                             ___________________________________


3. Name of Primary Contact Person:           ___________________________________
   Title:


4. Telephone Number:                         ___________________________________

5. E-Mail Address:                           ___________________________________

6. Facsimile Number:                         ___________________________________

7. Permanent Address:                        ___________________________________
(if different from Address for Notices above)

                                       14
<PAGE>
8. Authorized Signatory:                     ___________________________________
   Title:                                    ___________________________________
   Telephone Number:                         ___________________________________

   Facsimile Number:                         ___________________________________

9. U.S. Investors Only:

   U.S. Taxpayer Identification or Social
   Security Number:                          ___________________________________

B. ACCREDITED INVESTOR STATUS

The  Investor  represents  and  warrants  that the  Investor  is an  "accredited
investor"  within the meaning of Rule 501 of  Regulation D under the  Securities
Act of 1933, as amended (the "Securities Act"), and has checked the box or boxes
below which are next to the categories under which the Investor  qualifies as an
accredited investor:

FOR INDIVIDUALS:

[ ]  A natural  person  with  individual  net  worth (or joint net worth  with
     spouse) in excess of $1 million.  For  purposes  of this item,  "net worth"
     means the excess of total assets at fair market value, including home, home
     furnishings  and  automobiles  (and including  property owned by a spouse),
     over total liabilities.

[ ]  A natural person with individual  income  (without  including any income of
     the Investor's  spouse) in excess of $200,000,  or joint income with spouse
     of  $300,000,  in each of the two  most  recent  years  and who  reasonably
     expects to reach the same income level in the current year.

For entities:

[ ]  A bank as defined in Section  3(a)(2) of the  Securities Act or any savings
     and loan association or other institution as defined in Section  3(a)(5)(A)
     of the  Securities  Act,  whether  acting in its  individual  or  fiduciary
     capacity.

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

[ ]  A  broker-dealer  registered  pursuant  to  Section  15 of  the  Securities
     Exchange Act of 1934.

[ ]  An investment  company registered under the Investment Company Act of 1940,
     as amended (the "Investment  Company Act"). If an Investor has checked this
     box,  please  contact  _______  for  additional  information  that  will be
     required.

[ ]  A business  development  company as  defined  in  Section  2(a)(48)  of the
     Investment Company Act.

[ ]  A  small  business  investment  company  licensed  by  the  Small  Business
     Administration under Section 301(c) or (d) of the Small Business Investment
     Act of 1958.

                                       15
<PAGE>
[ ]  A private business  development company as defined in Section 202(a)(22) of
     the  Investment  Advisers Act of 1940. If an Investor has checked this box,
     please contact ______ for additional information that will be required.

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

[ ]  A trust  with  total  assets in excess of $5  million  not  formed  for the
     specific  purpose of acquiring the Units,  whose  purchase is directed by a
     person with such knowledge and experience in financial and business matters
     as to be capable of evaluating the merits and risks of an investment in the
     Company and the purchase of the Units.

[ ]  An employee  benefit  plan  within the meaning of ERISA if the  decision to
     invest in the Units is made by a plan  fiduciary,  as  defined  in  Section
     3(21) of  ERISA,  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  million  or,  if  a
     self-directed  plan, with investment  decisions made solely by persons that
     are accredited investors.

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

[ ]  An entity, including a grantor trust, in which all of the equity owners are
     accredited  investors as determined  under any of the foregoing  paragraphs
     (for this purpose, a beneficiary of a trust is not an equity owner, but the
     grantor of a grantor trust is an equity owner).

C. SUPPLEMENTAL DATA FOR ENTITIES

1. If the Investor is not a natural person,  furnish the following  supplemental
data (natural persons may skip this Section C of the Investor Questionnaire):

Legal form of entity (trust, corporation, partnership, etc.):
______________________________________________________________________________

Jurisdiction of organization: ________________________________________________

2. Was the Investor organized for the specific purpose of acquiring the Units?

                    [ ] Yes                [ ] No

     If the  answer to the above  question  is "Yes,"  please  contact  _______,
________,  at  _______  or  ________  for  additional  information  that will be
required.

3. Are shareholders,  partners or other holders of equity or beneficial interest
in the  Investor  able to decide  individually  whether to  participate,  or the
extent of their  participation,  in the  Investor's  investment  in the  Company
(i.e.,  can  shareholders,  partners  or other  holders of equity or  beneficial
interest in the Investor  determine  whether their capital will form part of the
capital invested by the Investor in the Company)?

                    [ ] Yes                [ ] No

                                       16
<PAGE>
     If the answer to the above  question  is "Yes,"  please  contact  _____ for
additional information that will be required.

4(a). Please indicate whether or not the Investor is, or is acting on behalf of,
(i) an  employee  benefit  plan  within the  meaning  of Section  3(3) of ERISA,
whether or not such plan is subject to ERISA,  or (ii) an entity which is deemed
to hold the assets of any such employee  benefit plan pursuant to 29 C.F.R.  ss.
2510.3-101.  For example,  a plan which is maintained by a foreign  corporation,
governmental entity or church, a Keogh plan covering no common-law employees and
an individual  retirement  account are employee benefit plans within the meaning
of Section 3(3) of ERISA but generally  are not subject to ERISA  (collectively,
"Non-ERISA Plans"). In general, a foreign or US entity which is not an operating
company and which is not publicly traded or registered as an investment  company
under the Investment  Company Act of 1940, as amended,  and in which 25% or more
of the value of any class of equity  interest  is held by  employee  pension  or
welfare  plans  (including  an entity  which is deemed to hold the assets of any
such plan),  would be deemed to hold the assets of one or more employee  benefit
plans pursuant to 29 C.F.R.  ss.  2510.3-101.  However,  if only Non-ERISA Plans
were invested in such an entity,  the entity  generally  would not be subject to
ERISA.  For purposes of  determining  whether this 25% threshold has been met or
exceeded,  the value of any equity  interest held by a person (other than such a
plan or entity) who has  discretionary  authority or control with respect to the
assets of the entity,  or any person who  provides  investment  advice for a fee
(direct or indirect)  with respect to such  assets,  or any  affiliate of such a
person, is disregarded.

                    [ ] Yes                [ ] No

4(b).  If the Investor  is, or is acting on behalf of, such an employee  benefit
plan,  or is an  entity  deemed  to hold the  assets  of any such plan or plans,
please indicate whether or not the Investor is subject to ERISA.

                    [ ] Yes                [ ] No

4(c.) If the  Investor  answered  "Yes" to  question  4.(b) and the  Investor is
investing the assets of an insurance  company general  account,  please indicate
what percentage of the Investor's assets the purchase of the Units is subject to
ERISA. ___________%.

5. Does the amount of the Investor's  subscription  for the Units in the Company
exceed 40% of the total assets (on a consolidated  basis with its  subsidiaries)
of the Investor?

                    [ ] Yes                [ ] No

     If the  question  above was answered  "Yes,"  please  contact  ________ for
additional information that will be required.

6(a). Is the Investor a private investment company which is not registered under
the Investment  Company Act, in reliance on Section  3(c)(1) or Section  3(c)(7)
thereof?

                    [ ] Yes                [ ] No

6(b). If the question above was answered "Yes," was the Investor formed prior to
April 30, 1996?

                    [ ] Yes                [ ] No

     If the  questions  set  forth in (a) and (b) above  were both  answered
"Yes," please contact ________ for additional information that will be required.

                                       17
<PAGE>
7(a). Is the Investor a grantor trust, a partnership or an S-Corporation  for US
federal income tax purposes?

                    [ ] Yes                [ ] No

7(b). If the question above was answered "Yes," please indicate whether or not:

     (i) more than 50  percent  of the value of the  ownership  interest  of any
     beneficial  owner in the Investor is (or may at any time during the term of
     the  Company  be)  attributable  to the  Investor's  (direct  or  indirect)
     interest in the Company; or

                    [ ] Yes                [ ] No

     (ii) it is a  principal  purpose  of the  Investor's  participation  in the
     Company to permit the  Partnership  to satisfy the 100  partner  limitation
     contained in US Treasury Regulation Section 1.7704-1(h)(3).

                    [ ] Yes                [ ] No

     If either  question above was answered  "Yes," please  contact  _______ for
additional information that will be required.

8. If the  Investor's  tax year ends on a date other than  December  31,  please
indicate such date below:

             -----------------------------------------------------
               (Date)

D. RELATED PARTIES

1. To the best of the Investor's knowledge, does the Investor control, or is the
Investor  controlled by or under common  control with, any other investor in the
Company?

                    [ ] Yes                [ ] No

     If the answer  above was  answered  "Yes",  please  identify  such  related
investor(s) below.

     Name(s) of related investor(s): ___________________________________________

2. Will any other person or persons  have a beneficial  interest in the Units to
be acquired hereunder (other than as a shareholder, partner, or other beneficial
owner of equity interest in the Investor)?

                    [ ] Yes                [ ] No

     If either  question  above was answered  "Yes",  please  contact ______ for
additional information that will be required.

The Investor  understands that the foregoing  information will be relied upon by
the Company for the purpose of  determining  the  eligibility of the Investor to
purchase the Units. The Investor agrees to notify the Company immediately if any
representation or warranty contained in this Subscription  Agreement,  including

                                       18
<PAGE>
this Investor Questionnaire,  becomes untrue at any time. The Investor agrees to
provide,  if  requested,  any  additional  information  that may  reasonably  be
required to substantiate the Investor's  status as an accredited  investor or to
otherwise  determine the eligibility of the Investor to purchase the Units.  The
Investor  agrees to indemnify  and hold  harmless the Company and each  officer,
director,  shareholder,  agent  and  representative  of the  Company  and  their
respective  affiliates  and  successors  and assigns  from and against any loss,
damage or  liability  due to or arising  out of a breach of any  representation,
warranty or agreement of the Investor contained herein.

                                            INDIVIDUAL:

                                            ------------------------------------
                                                       (Signature)

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

                                            PARTNERSHIP, CORPORATION, TRUST,
                                            CUSTODIAL ACCOUNT, OTHER:

                                            ------------------------------------
                                                     (Name of Entity)

                                           By:
                                              ----------------------------------
                                                       (Signature)

                                              ----------------------------------
                                                  (Print Name and Title)

                                       19
<PAGE>
ANNEX 1

DEFINITION OF "INVESTMENTS"

The term "investments" means:

1)   Securities, other than securities of an issuer that controls, is controlled
     by,  or  is  under  common  control  with,  the  Investor  that  owns  such
     securities, unless the issuer of such securities is:

     (i)  An investment company or a company that would be an investment company
          but  for the  exclusions  or  exemptions  provided  by the  Investment
          Company Act, or a commodity pool; or

     (ii) a Public Company (as defined below);

     (iii)A company  with  shareholders'  equity  of not less  than $50  million
          (determined   in  accordance   with  generally   accepted   accounting
          principles)  as  reflected  on the  company's  most  recent  financial
          statements,  provided  that  such  financial  statements  present  the
          information as of a date within 16 months  preceding the date on which
          the Investor acquires Units;

2)   Real estate held for investment purposes;

3)   Commodity Shares (as defined below) held for investment purposes;

4)   Physical Commodities (as defined below) held for investment purposes;

5)   To the  extent not  securities,  Financial  Contracts  (as  defined  below)
     entered into for investment purposes;

6)   In the case of an Investor  that is a company  that would be an  investment
     company but for the  exclusions  provided by Section  3(c)(1) or 3(c)(7) of
     the Investment  Company Act, or a commodity  pool,  any amounts  payable to
     such Investor  pursuant to a firm agreement or similar  binding  commitment
     pursuant  to which a person has agreed to acquire an  interest  in, or make
     capital contributions to, the Investor upon the demand of the Investor; and

7)   Cash and cash equivalents held for investment purposes.

     Real  Estate  that is used by the owner or a  Related  Person  (as  defined
     below) of the owner for personal purposes, or as a place of business, or in
     connection  with the  conduct of the trade or  business  of such owner or a
     Related  Person of the owner,  will NOT be considered  Real Estate held for
     investment purposes,  provided that real estate owned by an Investor who is
     engaged primarily in the business of investing,  trading or developing real
     estate  in  connection  with  such  business  may be  deemed to be held for
     investment purposes. However, residential real estate will not be deemed to
     be used for  personal  purposes  if  deductions  with  respect to such real
     estate are not  disallowed by section 280A of the Internal  Revenue Code of
     1986, as amended.

     A Commodity  Interest or Physical  Commodity owned, or a Financial Contract
     entered into,  by the Investor who is engaged  primarily in the business of
     investing,   reinvesting,   or  trading  in  Commodity   Shares,   Physical
     Commodities or Financial  Contracts in connection with such business may be
     deemed to be held for investment purposes.
<PAGE>
     "Commodity Shares" means commodity futures contracts,  options on commodity
     futures contracts, and options on physical commodities traded on or subject
     to the rules of:

     (i)  Any contract market designated for trading such transactions under the
          Commodity Exchange Act and the rules thereunder; or

     (ii) Any  board  of  trade  or  exchange  outside  the  United  States,  as
          contemplated in Part 30 of the rules under the Commodity Exchange Act.

"Public Company" means a company that:

     (i)  files  reports  pursuant  to  Section  13 or 15(d)  of the  Securities
          Exchange Act of 1934, as amended; or

     (ii) has a class of  securities  that are listed on a  Designated  Offshore
          Securities Market, as defined by Regulation S of the Securities Act.

"Financial Contract" means any arrangement that:

     (i)  takes the form of an individually  negotiated contract,  agreement, or
          option to buy,  sell,  lend,  swap,  or  repurchase,  or other similar
          individually   negotiated   transaction   commonly   entered  into  by
          participants in the financial markets;

     (ii) is in respect of  securities,  commodities,  currencies,  interest  or
          other  rates,  other  measures  of value,  or any other  financial  or
          economic  interest  similar  in  purpose  or  function  to  any of the
          foregoing; and

     (iii)is entered  into in response to a request  from a counter  party for a
          quotation,  or is otherwise entered into and structured to accommodate
          the objectives of the counterparty to such arrangement.

"Physical  Commodities"  means any  physical  commodity  with respect to which a
Commodity  Interest  is  traded  on a  market  specified  in the  definition  of
Commodity Shares above.

"Related  Person"  means a person who is related to the  Investor  as a sibling,
spouse or former spouse,  or is a direct lineal  descendant or ancestor by birth
or adoption of the  Investor,  or is a spouse of such  descendant  or  ancestor,
provided that, in the case of a Family  Company,  a Related Person  includes any
owner of the Family  Company  and any person who is a Related  Person of such an
owner.  "Family Company" means a company that is owned directly or indirectly by
or for two or more  natural  persons  who are  related  as  siblings  or  spouse
(including former spouses),  or direct lineal  descendants by birth or adoption,
spouses of such persons, the estates of such persons, or foundations, charitable
organizations or trusts established for the benefit of such persons.

For purposes of determining the amount of investments owned by a company,  there
may be included investments owned by majority-owned  subsidiaries of the company
and investments owned by a company ("Parent  Company") of which the company is a
majority-owned  subsidiary, or by a majority-owned subsidiary of the company and
other majority-owned subsidiaries of the Parent Company.

In determining whether a natural person is a qualified  purchaser,  there may be
included in the amount of such person's  investments any investment held jointly
with such person's spouse,  or investments in which such person shares with such
person's spouse a community  property or similar shared ownership  interest.  In
determining whether spouses who are making a joint investment in the Partnership
are qualified  purchasers,  there may be included in the amount of each spouse's
investments  any  investments  owned by the other  spouse  (whether  or not such

                                       ii
<PAGE>
investments  are held  jointly).  There shall be deducted from the amount of any
such investments any amounts  specified by paragraph 2(a) of Annex 2 incurred by
such spouse.

In determining whether a natural person is a qualified  purchaser,  there may be
included in the amount of such person's  investments any investments  held in an
individual  retirement  account or similar  account the investments of which are
directed by and held for the benefit of such person.

                                      iii
<PAGE>
ANNEX 2

VALUATIONS OF INVESTMENTS

The general rule for  determining the value of investments in order to ascertain
whether a person is a  qualified  purchaser  is that the value of the  aggregate
amount of investments owned and invested on a discretionary basis by such person
shall be their fair market  value on the most recent  practicable  date or their
cost. This general rule is subject to the following provisos:

1)   In the case of Commodity  Shares,  the amount of  investments  shall be the
     value of the initial margin or option premium  deposited in connection with
     such Commodity Shares; and

2)   In each case, there shall be deducted from the amount of investments  owned
     by such person the following amounts:

     (i)  The amount of any  outstanding  indebtedness  incurred  to acquire the
          investments owned by such person.

     (ii) A Family  Company,  in addition to the amounts  specified in paragraph
          (a) above, shall have deducted from the value of such Family Company's
          investments any outstanding  indebtedness  incurred by an owner of the
          Family Company to acquire such investments.


                                       iv