Exhibit 4.6

FORM OF SUBSCRIPTION AGREEMENT


                           HYPERBARIC SYSTEMS
                        A California corporation

This Subscription Agreement is made by and between HyperBaric Systems, a
California corporation (the "Company") and ______________________, the
undersigned prospective purchaser who is subscribing hereby for the Securities.

In consideration of the Company's agreement to accept the undersigned as a
holder of Stock upon the terms and conditions set forth herein, the undersigned
agrees and represents as follows:

A.   SUBSCRIPTION

1.   By executing this Subscription Agreement ("Agreement"), the undersigned
agrees to purchase an aggregate of ____________ shares of Common Stock for an
aggregate purchase price of $_____________, or $___________ per share, upon
acceptance of this offer by the Company, and tenders payment in full herewith
for such Securities (the "Payment").

2.   The Payment will be returned promptly, without interest, in the event that
for any reason the purchase and sale of the Securities subscribed for hereby is
not consummated within 30 days following the date this Subscription Agreement
is duly executed and delivered by the undersigned (such date is hereinafter
referred to as the Closing Date) or in the event that the undersigned's
subscription is rejected.

B.  GENERAL REPRESENTATIONS AND WARRANTIES

1.   The undersigned hereby represents and warrants to, and agrees with the
Company, as follows:

(a)  The Securities are being purchased for his own account and not for the
account of any other person.

(b)  The undersigned has been furnished with the prospectus dated ________ __,
2002 (the "Prospectus").

(c)  In evaluating the suitability of an investment in the Company, the
undersigned has not relied upon any representations or other information
(whether oral or written) from the Company, or any of its agents other than as
set forth in the Prospectus and has not relied on any other representations,
warranties or information (whether oral or otherwise) and no oral or written
representations or warranties have been made or oral or written information
furnished to the undersigned or his or her advisors, if any, in connection with
the offering of the Securities which were in any way inconsistent with the
Prospectus.

(d)  The undersigned recognizes the Company has a limited financial and
operating history and that investment in the Company involves substantial
risks, and he or she has taken full cognizance of and understands all of the
risk factors related to the purchase of the Securities.  Accordingly, the
undersigned represents that he or she fully understands that this is a highly
speculative investment and that there are substantial risks that the
undersigned will suffer a complete loss of his or her investment in the
Securities.

(e)  The undersigned has carefully considered and has, to the extent he or she
believes such discussion necessary, discussed with his or her professional
legal, tax and financial advisers the suitability of an investment in the
Company for his or her particular tax and financial situation and the
undersigned has determined that the Securities are a suitable investment.

(f)  The undersigned, or if the undersigned is an entity, the person making the
investment decision on behalf of the entity, has the capacity, by reason of the
undersigned's or such person's business or financial experience (or that of the
undersigned's purchaser representative) to evaluate the merits and risks of an
investment in the Securities and to protect the undersigned's own interests in
connection with such investment and the undersigned is able to bear the
economic risk of such investment.

2.   The foregoing representations and warranties are true and accurate as of
the date hereof, shall be true and accurate as of the date of the acceptance
hereof by the Company and shall survive thereafter.  If such representations
and warranties shall not be true and accurate in any respect, the undersigned
will, prior to such acceptance, give written notice of such fact to the Company
specifying which representations and warranties are not true and accurate and
the reasons therefor.

C.   UNDERSTANDINGS

1.   The undersigned understands, acknowledges and agrees with the Company as
follows:

(a)  This Subscription may be rejected, in whole or in part, by the Company in
its sole discretion, at any time prior to the execution and delivery hereof by
the Company, notwithstanding prior receipt by the undersigned of notice of
acceptance of the undersigned's subscription.

(b)  This Subscription is and shall be irrevocable, except that the undersigned
shall have no obligations hereunder in the event that: (i) this subscription is
rejected for any reason or (ii) the purchase and sale of the Securities
subscribed for hereby are not consummated.

(c)  No federal or state agency has made any finding or determination as to the
fairness of this offering for investment, nor any recommendation or endorsement
of the Securities.

2.   The representations, warranties, understandings, acknowledgments and
agreements in this Agreement are true and accurate as of the date hereof, shall
be true and accurate as of the date of the acceptance hereof by the Company and
shall survive thereafter.

E.   MISCELLANEOUS

1.  All pronouns and any variations thereof used herein shall be deemed to
refer to the masculine, feminine, neuter, singular or plural as the identity of
the person or persons may require.

2.  Neither this Subscription Agreement nor any provisions hereof shall be
waived, modified, changed, discharged, terminated, revoked or canceled except
by an instrument in writing signed by the party against whom any such waiver,
modification, change, discharge, termination, revocation or cancellation is
sought.

3.  Notices required or permitted to be given hereunder shall be in writing and
shall be deemed to be sufficiently given when personally delivered or sent by
registered mail, return receipt requested, addressed to the other party at the
address of such party set forth herein, or to such other address furnished by
notice given in accordance with this Article E.

4.  Failure of the Company to exercise any right or remedy under this
Subscription Agreement or any other agreement between the Company and the
undersigned, or otherwise, or delay by the Company in exercising such right or
remedy, shall not operate as a waiver thereof.  No waiver by the Company shall
be effective unless and until it is in writing and signed by the Company.

5.  This Subscription Agreement shall be enforced, governed and construed in
all respects in accordance with the laws of the State of California, as such
laws are applied by California courts to agreements entered into and to be
performed in California by and between residents of California, and shall be
binding upon the undersigned, his heirs, estate, legal representatives,
successors and assigns and shall inure to the benefit of the Company and its
successors and assigns.

6.  In the event that any provision of this Subscription Agreement is declared
invalid or unenforceable by a court of competent jurisdiction under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any provision hereof
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.

7.  This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes any and
all prior or contemporaneous representations, warranties, agreements and
understandings in connection therewith.  This Subscription Agreement may be
amended only by a writing executed by all parties hereto:

8.  Title to the Securities shall be taken as follows: (check one):

    (  ) Husband and wife, as community property;
    (  ) Joint Tenants;
    (  ) Tenants in common;
    (  ) Separate property;
    (  ) Living Trust;
    (  ) Corporation (Attach copy of resolution authorizing this investment);
                    (  ) Partnership (Attach copy of partnership agreement);
    (  ) Custodian, Trustee (Attach copy of agreement);
    (  ) Other:

HYPERBARIC SYSTEMS
SUBSCRIPTION AGREEMENT
SIGNATURE PAGE


        This page constitutes the signature Page for the Subscription
Agreement.  The undersigned represents to you that (a) the information
contained herein is complete and accurate on the date hereof and may be relied
upon by you and (b) the undersigned will notify you immediately of any change
in any of such information occurring prior to the acceptance of the
subscription and will promptly send you written confirmation of such change.
The undersigned hereby certifies that he has read and understands the Plan and
this Subscription Agreement.

        IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ___ day of ____________, 2002.


                                $ _____________________
Number of Shares of               Total Purchase Price
Common Stock

                                  ________________________________
                                  NAME OF PURCHASER, Print or Type
                                  (as it is to appear on the stock certificate)

                                  _______________________________
                                  Signature


                                  _______________________________


                                  _______________________________
                                  Address

                                  __________      __________________
                                  Phone Number    Social Security # or
                                                  Federal ID #

                                  ______________  __________________
                                  Fax Number      Email Address

                                  _________________________________
Accepted on __________, 2002      Title of Authorized Signature if Purchaser
                                  is a corporation, partnership or other entity

For HyperBaric Systems:
                                  _________________________________
____________________________      Signature of Spouse or Co-Owner
Harry Masuda, President and       __________________________________
Chief Executive Officer           Social Security # of Spouse or Co-Owner


IF PURCHASER IS A CORPORATION, PARTNERSHIP OR OTHER ENTITY; A COPY OF THE BOARD
OF DIRECTOR'S RESOLUTION AUTHORIZING THIS INVESTMENT; A COPY OF THE PARTNERSHIP
AGREEMENT; OR IN THE CASE OF ANY OTHER ENTITY A COPY OF SUCH AGREEMENT
AUTHORING THIS INVESTMENT MUST BE ATTACHED.