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EXHIBIT 10.45
                             SUBSCRIPTION AGREEMENT
                                       AND
                           INVESTMENT REPRESENTATIONS

Board of Directors
Hitsgalore.com, Inc.
10134 6th Street, Suite J
Rancho Cucamonga, CA  91730

Re:  Subscription to Purchase Hitsgalore.com Stock

Gentlemen:

         1. Subscription. Hitsgalore.com, Inc., a Florida corporation, (referred
to  hereinafter  as the "Issuer")  has offered for sale two million  (2,000,000)
shares of its  common  stock,  $0.001  par value  (referred  to  hereinafter  as
"Hitsgalore.com  Stock")  to the  undersigned  at a price  of $5.00  per  share.
Subject to the terms and conditions set forth below,  the undersigned  (referred
to  hereinafter as the  "Subscriber"),  agrees to purchase  2,000,000  shares of
Hitsgalore.com  Stock. The Subscriber tenders herewith the sum of $10,000,000 in
investment  assets with a market value in excess of the Subscription and insured
against all perils  through  Lloyds of London,  in full  payment of the purchase
price,  subject  to the  terms  of the  offer,  acceptance  and  the  conditions
described below.

         2.  Acceptance.  It is understood and agreed that the Issuer shall have
the sole and  unconditional  right to  accept or reject  this  subscription  and
tender of the  purchase  price,  in whole but not in part.  The Issuer will move
promptly upon receipt of this  subscription  to determine the  acceptability  of
this  subscription.  If this  subscription  is  deemed to be  unacceptable,  the
Subscriber will be promptly notified, the subscription price will be returned to
the  Subscriber  without  interest,  offset or deduction,  and the  subscription
documents  will be marked  "Void." The Issuer may elect to retain copies of said
documents for the sole purpose of  demonstrating  compliance with the provisions
of an  exemption  from  the  registration  requirements  of  federal  and  state
securities laws.

         3. Investment Representations, Warranties and Covenants. The Subscriber
represents and warrants to and covenants with The Issuer as follows:

                  (a)  The  Subscriber  has  carefully  reviewed  the  materials
supplied  by the  Issuer.  The  Subscriber  acknowledges  that  it has  had  the
reasonable  opportunity  to ask  questions  and  to  examine  such  supplemental
documentation as it may deem necessary to make an informed  decision  concerning
investment in the Hitsgalore.com Stock. The Subscriber  acknowledges that it has
received satisfactory answers to its questions from management of the Issuer and
has verified to its satisfaction the information in the materials provided.  The
Subscriber  has  relied  upon its own  independent  investigation  in making its
decision to buy the Hitsgalore.com Stock.

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                  (b) The Subscriber  understands  that the financial  model (if
any)  contained  in the  materials  provided  or  discussions  of the  potential
profitability of the Issuer or the future value of its Hitsgalore.com  Stock are
not projections or guarantees of future  profitability;  but, such forecasts are
included or discussed solely for the purpose of  demonstrating  the hypothetical
operations of the Issuer and are subject to the  disclaimers  included  therein.
There can be no guarantee the Company will achieve profitability or create value
in the future in its Hitsgalore.com Stock.

                  (c) The Subscriber  understands that the offer and sale of the
Hitsgalore.com  Stock are not registered  with the U.S.  Securities and Exchange
Commission or the securities  authority of any state or  jurisdiction;  but, the
offer and sale is made instead in reliance upon an exemption  from  registration
commonly  referred  to as the  "private  placement  exemption."  The  Subscriber
understands that there is no public market for the  Hitsgalore.com  Stock,  that
none is expected to develop  under  current  circumstances  and that the sale or
other transfer of the Hitsgalore.com  Stock, except by gift or inheritance,  may
be restricted by federal and state securities laws and by the terms of the offer
and  sale.  The  Subscriber  understands  that  sale or  other  transfer  of the
Hitsgalore.com Stock by it, except by gift or inheritance,  may require that the
Hitsgalore.com  Stock be the subject of an effective  registration  statement on
file or  qualification  with the U.S.  Securities  and Exchange  Commission  and
appropriate state securities  commission(s) or an opinion of counsel  acceptable
to the Issuer and its  counsel  that the sale or other  transfer  is exempt from
such registration or qualification.  The Subscriber  understands that the Issuer
is under no  obligation,  and it cannot  compel  the  Issuer,  to  register  the
Hitsgalore.com  Stock for transfer.  The Subscriber  understands  that it may be
required  to  bear  the  economic  risk  of  the  investment  indefinitely.  The
Subscriber  understands  a notice of these  restrictions  will be printed on the
Hitsgalore.com  Stock  certificates  and the  transfer  agent,  if any,  will be
instructed to honor the notice.

                  (d) The Subscriber is acquiring the  Hitsgalore.com  Stock for
investment  for its own  account  and not for the  purpose of resale,  division,
fractionalization  or  distribution.  The  Subscriber  acknowledges  that  it is
holding the Hitsgalore.com pursuant to a "Lock-up" Agreement. The Subscriber has
not predetermined the occurrence of any event or condition upon which it intends
to sell the Hitsgalore.com Stock.

                  (e) The Subscriber  understands  that the Issuer has a limited
operating  history and that  investment in the  Hitsgalore.com  Stock involves a
high degree of risk which could result in a complete loss of its investment.

 (f) The Subscriber is an "accredited investor" as defined in Regulation D under
the Securities Act of 1933, as amended, in that it has a net worth which exceeds
$1,000,000  and its investment in the  Hitsgalore.com  Stock does not exceed ten
percent of its net worth.

                  (g) The  Subscriber  has  such  knowledge  and  experience  in
business and financial  matters that it is able to evaluate the merits and risks
of investment in the Hitsgalore.com  Stock. The Subscriber  acknowledges that it
has sufficient income and net worth that it is able to bear the economic risk of
loss  of its  investment  and  that  the  complete  loss  of  investment  in the
Hitsgalore.com Stock would not prevent it from providing for its commitments and
foreseeable contingencies.

         4. Indemnification. The Subscriber acknowledges that it understands the
meaning and legal consequences of the representations,  warranties and covenants
contained  in  paragraph  3, and it agrees to  indemnify  and hold  harmless the
Issuer, its officers and directors, its accountants and counsel from and against
all claim,  injury,  loss,  damage and  liability  due to or arising  out of any
breach  of the  representations,  warranties  or  covenants  contained  in  this
Subscription Agreement. The indemnification provided herein

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shall not  expressly,  impliedly or in any other manner be deemed to be a waiver
of any rights granted to the Subscriber  under federal or state securities laws.
The  Subscriber  understands  the  Issuer  and its  counsel  will  rely upon its
representations   and   warranties   for  the  purpose  of  complying  with  the
requirements of federal and state securities laws.

     5.  Confidential  Information.  The  disclosure  materials  supplied by the
Issuer  contain  confidential  and  proprietary  information  and trade secrets.
Furthermore,   the   requirements   for  an  exemption  from   registration  and
qualification  under federal and state  securities  laws include  limitations on
distribution of disclosure  materials.  Accordingly,  the Subscriber  agrees, in
consideration  for the  Issuer  offering  it the  opportunity  to  invest in the
Hitsgalore.com  Stock,  to keep  all  information  in the  disclosure  materials
confidential and to discuss it only with management of the Issuer.

     6.  General.  This  agreement  shall be binding  upon the  Subscriber,  its
successors and assigns.  This agreement shall not be assignable.  This agreement
shall be construed under the laws of the State of Florida.


Subscribed this 15th day of April, 1999.

Signature of Subscriber

Life Foundation Trust

By: \s\ Jeanette B. Wilcher, Trustee
    --------------------------------

The foregoing  Subscription  Agreement and Investment  Representations  Accepted
this 15th day of April, 1999.

Hitsgalore.com, Inc.

By: \s\ Steve Bradford
    ------------------
    Authorized Officer