EXHIBIT 10.5

                         Raven Moon International, Inc.
                             SUBSCRIPTION AGREEMENT
                       Subordinated Convertible Debentures
                               ($20,000 per Unit)

Raven Moon International, Inc.
120 International Parkway
Suite 220
Heathrow, Florida 32746

Telephone:        (407) 304-4764
Facsimile:        (407) 788-3845


Dear Sirs:

1.   Pursuant to prior understandings and discussions, the undersigned
     ("Subscriber") hereby agrees to purchase from Raven Moon International,
     Inc., A Florida corporation (the Company) __________________ ( _______ )
     unit(s) of the Company's Subordinated Convertible Debentures (Units) at the
     price of twenty Thousand Dollars ($20,000) per unit. Subscriber
     acknowledges (a) that this subscription shall not be deemed to have been
     accepted by the Company until the Company indicates its acceptance by
     returning to the Subscriber an executed copy of this subscription, and (b)
     that acceptance by the Company of this subscription is conditioned upon the
     information and representations of the Subscriber hereunder being complete,
     true and correct as of the date of this subscription and as of the date of
     closing of the sale of Units to the Subscriber.

2.   The Subscriber acknowledges having received, reviewed and understood the
     Company's Business Plan which describes the terms and conditions related to
     these Units.

3.   Until actual delivery of the purchase funds to the Company and acceptance
     by the Company of the purchase and this Subscription Agreement, the Company
     shall have no obligations to the Subscriber. The Company may revoke a prior
     acceptance of this Subscription Agreement at its sole discretion, at any
     time prior to delivery and release from escrow by the Company of the
     purchase funds. If the Company does not meet its minimum subscription of
     $100,000, it will return said funds to the Subscriber and will have no
     further obligation to the Subscriber.

4.   Subscriber understands acknowledges and agrees to the following:

     (a)  Subscriber has such knowledge and experience in financial and business
          matters that he/she is capable of evaluating the merits and risks of
          investment in the Company and in making an informed investment
          decision, or has hired a qualified Subscriber Representative who has
          the qualifications to evaluate the merits of this Offering and can
          advise the prospective Subscriber to make an informed investment
          decision.

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     (b)  Subscriber has the capacity to protect his own interest in connection
          with this transaction by reason of his/her prior business or financial
          experience or has hired a qualified Subscriber Representative who has
          the qualifications to evaluate the merits of this Offering and can
          advise the prospective Investor competently

     (c)  The Subscriber understands that because the Units have not been
          registered under the Securities Act of 1933, as amended ("the Act") or
          applicable state securities laws, Subscriber cannot dispose of any or
          all the Units unless such Units (or their underlining shares after
          conversion) are subsequently registered under the Act, and/or
          applicable state securities laws, or exemptions from such registration
          are available. Subscribers acknowledges and understands that he/she
          has no right to require the Company to register the Units accepted as
          may be provided in this Agreement. Subscriber further understands that
          the Company, as a condition to the transfer of any Units, may require
          that the request for transfer be accompanied by opinion of counsel
          satisfactory to the Company, in form and substance satisfactory to the
          Company and preceded by prior written notice, to the effect that the
          proposed transfer does not result in violation of the Act or
          applicable state securities laws, unless such transfer is covered by
          an effective registration statement under the Act and all applicable
          state securities laws. Subscriber understands that each certificate
          representing Units and any securities issued upon conversion or
          exercise of any securities in, the Units or on account of ownership
          thereof will bear the following legend or one substantially similar
          thereto:

          The securities represented by this certificate have not been
     registered under the Securities Act of 1933, as amended, or the securities
     laws of any state. These securities have been acquired for investment and
     not with the view to be distributed or resold, and may not be sold,
     mortgaged, pledged, hypothecated or otherwise transferred without an
     effective registration statement for such investment Units under the
     Securities Act of 1933, as amended. These securities may also be subject to
     certain rights of first refusal of the corporation and other contractual
     restrictions on transfer.

5.   The undersigned is purchasing Unit(s) for the Subscriber's own account
     without participation of any other person and with the intent of holding
     the Units or their converted shares for investment and without the intent
     of participating directly or indirectly in a distribution of the Units, the
     securities underlying the Units or any portion thereof, and not with a view
     to, or for resale in connection with, any distribution of Units, the
     securities underlying the Units, or any portion thereof.

<PAGE>


6.   The undersigned believes that, based on the undersigned's business
     experience as a sophisticated investor and based on the undersigned's
     economic bargaining power, the undersigned has been provided with all
     information or been given access to all information with respect to the
     Company, the planned future activities of the Company, its capital needs,
     its prospects for failure and success, and all such other factors that the
     undersigned considers material which might affect the undersigned's
     decision whether to purchase the Shares on the undersigned's behalf.

7.   The undersigned has met and had conversations with certain of the Company's
     officers and shareholders, and has had the opportunity to ask questions of,
     and receive answers from, such persons concerning all aspects of the
     Company, including, without limitation, the distribution of share ownership
     and the proposed use of proceeds from the sale of the Shares. The
     undersigned fully understands that this Offering has not been registered
     under the 1933 Act and in reliance upon exemptions therefrom, and
     accordingly, to the extent that the Subscriber is not supplied with
     information which would have been contained in a registration statement
     filed under the Securities Acts, the undersigned must rely upon the
     undersigned' s own access to such information.

8.   The undersigned acknowledges that the undersigned must continue to bear the
     economic risk of the investment in the Shares for an indefinite period and
     recognizes that the Shares will be (i) sold without registration under any
     state or federal law relating to the registration of securities for sale;
     (ii) issued and sold in reliance on the exemption from registration
     provided by the securities laws of the State of Florida and (iii) issued
     and sold in reliance on exemptions from registration provided by the 1933
     Act and the General Rules and Regulations of the Commission promulgated
     thereunder.


9.   The undersigned will in any event offer, sell, pledge, convey or otherwise
     transfer the Shares, the underlying securities, or any portion thereof,
     only if (i) pursuant to an effective registration statement under the 1933
     Act and any and all applicable state securities or Blue Sky laws or in a
     transaction which is otherwise in compliance with the 1933 Act and such
     laws; and (ii) the undersigned has furnished evidence satisfactory to the
     Company of compliance with the laws of such jurisdictions which, in the
     opinion of the Company, may be applicable, it being understood that the
     Company shall be entitled to require and rely upon an opinion of counsel
     satisfactory to it with respect to compliance with said laws.

10.  The undersigned is aware that the Company will be under no obligation and
     has no intention to register the Shares, the securities underlying the
     Shares, or any portion thereof, or to comply with any exemption available
     for the offer or sale of the Shares, the securities underlying the Shares,
     or any portion thereof, without registration, and that the information and
     conditions necessary to permit routine sales of the Shares, the securities
     underlying the Shares, or any portion thereof, under Rule 144 of the 1933
     Act are not now available and may not become available, and the Company is
     under no obligation to act in any manner so as to make Rule 144 available
     with respect to the Shares, the securities underlying the Shares, or any
     portion thereof.

11.  The undersigned understands that a restrictive legend in substantially the
     following form will be imprinted on the certificates evidencing the Shares
     and the underlying securities and stop transfer orders or other appropriate
     instructions to such effect will be maintained against the transfer of the

<PAGE>


     Shares and underlying securities on the transfer records of the Corporation
     or its transfer agent. "The securities represented by this Certificate have
     not been registered under the Securities Act of 1933 (the "1933 Act"). The
     Securities have been acquired for investment and may not be sold,
     transferred, pledged or otherwise disposed of in the absence of an
     effective Registration Statement for the securities under the Act or an
     opinion of counsel satisfactory to the issuer that the proposed disposition
     of the securities will not violate Section 5 of the Act "

12.  The undersigned has been furnished with the Business Plan and provided
     access to the Company's financial statements, minute books and material
     agreements; has carefully reviewed such materials; understands that the
     Business Plan is a plan and not a prospectus; and realizes that the Shares
     are a highly speculative investment involving a high degree of risk and are
     suitable only for persons of substantial means who have no need for
     liquidity with respect to their investment in the Units and who can afford
     a total loss of their entire investment without hardship.

13.  The undersigned is not aware of any remuneration or commission which is to
     be paid to any person, directly or indirectly, in connection with
     soliciting the purchase of the Units.The undersigned understands that the
     undersigned or the undersigned's representatives have been and will
     continue to be provided with access to the Company's financial records.

14.  Indemnification. The undersigned shall indemnify and hold harmless the
     Company, its officers, directors and employees and any of its professional
     advisors, from and against any and all loss, damage, liability or expense,
     including costs and reasonable attorney's fees, to which they may become
     subject or which they may incur by reason of or in connection with any
     misrepresentation made by the undersigned herein, any breach of any of the
     undersigned's representations or warranties made herein, or the
     undersigned's failure to fulfill any of its covenants or agreements herein.

15.  Confidentiality. The information about the Company which has been disclosed
     to the undersigned in connection with the undersigned's purchase of the
     Shares is deemed to be "Confidential Information" of the Company, and the
     undersigned represents and warrants to, and hereby agrees with, the
     Company, that unless the Company has consented in writing to the contrary,
     the undersigned will use the undersigned's best efforts not to disclose
     such Confidential Information to others or use any part of such
     Confidential Information that has been disclosed to the undersigned, except
     any part thereof (i) which may be in the public domain, or (ii) which may
     be independently disclosed to the undersigned by any third party not itself
     in a confidential relationship with the Company, or (iii) which may already
     be in possession (otherwise than through disclosure by the Company or by
     any third party that is in a confidential relationship with the Company) of
     the undersigned, or (iv) which the undersigned may be required to disclose
     by order of a court or administrative agency having competent jurisdiction;
     provided, however, that this paragraph shall be terminated and be of no
     force or effect with respect to any such Confidential Information upon such
     Confidential Information becoming a part of the public domain through
     action by anyone other than the undersigned. The representations,
     warranties, acknowledgments and covenants made by the undersigned herein
     extend to and apply to all of the Shares acquired by the undersigned.
     Execution of the documents evidencing the transfer of the Shares shall
     constitute a confirmation by the undersigned that all of the
     representations, warranties and covenants made herein shall be true and
     correct at such time.

<PAGE>


     Notices. Any notice required or permitted hereunder shall be given in
     writing and shall be deemed effectively given upon personal delivery or
     three (3) days after deposit in the United States post Office, by
     registered or certified mail, addressed to a party at its address
     hereinafter shown below or at such address which party may designated by
     ten (10) days advance written notice to the other party.

16.  Arbitration. The undersigned acknowledges and agrees that any controversy
     or claim arising our of or relating to this investment, shall be settled by
     arbitration in accordance with the Rules of the American Arbitration
     Association, and judgment upon the award rendered by the arbitrators may be
     entered in any court having jurisdiction thereof.

17.  Headings. The headings used in this document are for organizational
     purposes only and should not be interpreted as altering in any way or
     eliminating provisions contained herein.

18.  Notice to Residents of All States:

     IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
     EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS
     OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES
     HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
     REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
     CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
     REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.THESE SECURITIES ARE
     SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
     TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AS
     AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
     EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED
     TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
     TIME.

<PAGE>


     Notice to Florida Residents

     THE SHARES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER
     IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES
     ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
     FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF
     VOIDING THE PURCHASE WITHIN THREE (3} DAYS AFTER THE FIRST TENDER OF
     CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE
     ISSUER, OR AN ESCROW AGENT, OR WITHIN THREE (3} DAYS AFTER THE AVAILABILITY
     OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS
     LATER.

     The representations, warranties, acknowledgements 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.

19.  This Agreement shall be enforced, governed and construed in all respects in
     accordance with the laws of the State of Florida, and shall be binding upon
     Subscriber, his/her heirs, estate, legal representatives, successors and
     assigns and shall inure to the benefit of the Company and its successors
     and assigns.

20.  Subscriber agrees not to transfer or assign this Agreement, or any of
     his/her interest herein, without the express written consent of the
     Company.

21.  This Agreement constitutes the entire agreement between the parties hereto
     with respect to the subject matter hereof and supersedes any and all prior
     representations, agreements and understandings in connection therewith.
     This Agreement may be amended only by in writing executed by all parties
     hereto.

22.  Subscriber recognized it is important under the Securities Act and state
     securities law that the Company determine if potential investors are
     "accredited investors" as defined in Appendix A attached hereto. Subscriber
     represents that he/she is an "accredited investor" by reason of the
     following: ___________________________________________. Subscriber further
     represents that he/she is a citizen of the State of ___________________ and
     is not a resident of any other jurisdiction.

<PAGE>


IN WITNESS WHEREOF, Subscriber has executed this Subscription Agreement this
____________ day of_______________, ______.



                                  Subscription
                                  ============

       Number of Units ______  Series _________

       Total U.S. Dollars tendered _________________

Please Check One:   [ ] Individual Subscriber  [ ]  Co-Subscriber (Joint account
                                                    will be registered as joint
                                                    tenants with right of
                                                    survivor ship)

[ ] Corporation or Partnership - Please include certified resolution (or similar
document) authorizing signature.

[ ]  Trust - Please include a copy of Trust agreement.  [ ] Other -Specify
_______________________


PRINT Name: _______________________________


___________________________________________        ___________________________
  (Signature )                                     Social Security Number



(if Co-subscriber)

PRINT Name: _______________________________


___________________________________________        ___________________________
  (Signature )                                     Social Security Number

______________________________________________________________________________
(Address)

______________________________________________________________________________
(Phone Number)                      (Fax Number)                        Email



                =================================================

<PAGE>


                                   ACCEPTANCE
                                   ==========


The foregoing Subscription Agreement is hereby accepted on this ______ day of
_____ , _____.



Raven Moon International, Inc.





By: ____________________________
           President



ATTEST:



By: ____________________________
           Secretary







NOTE: This Offering is made to Accredited Investors on a first come basis. This
     Agreement may be signed and faxed to the above number. Monies and the
     original Subscription Agreement must be received within five (5) business
     days to secure your position. Monies may be paid by check and mailed to the
     Offices stated above, or sent via a wire transfer to the Following Bank:





                                                       SunTrust Bank
                                                    Douglas Ave. Branch
                                              Altamonte Springs, Florida 32701

Please call 407-949-9300 for wiring instructions