SUBSCRIPTION AGREEMENT



                                       AND

                       PROSPECTIVE PURCHASER QUESTIONNAIRE

                         FOOD PALACE INTERNATIONAL, INC.




<PAGE>


                             SUBSCRIPTION AGREEMENT

TO: FOOD PALACE INTERNATIONAL, INC., "The Company", Seller


This  Offering may only be sold by the  Company's  officers and  Directors,  Mr.
Daniel   Najor,   President   and   Board   Chairman   and  Mr.   Nazar   Najor,
Secretary/Treasurer  and Director All investors are subject to the provisions of
the   subscription   agreement  and  completion  of  the  prospectus   purchaser
questionnaire  which includes the amount of shares  purchased,  the price of the
shares,   the   provisions   of   receiving   the  share   certificate(s),   and
representations  and warranties  that the purchaser is a qualified  investor who
must have a minimum  net  worth of  $250,000  and  annual  individual  income of
$100,000 for each of the two predecessor  years or a combined  household  income
with  spouse  of  $150,000  per year  for the two  predecessor  years,  or other
substantial  "sophisticated" investor indicators.  The purchaser must complete a
prospectus  purchaser  questionnaire and must comply with the minimum income and
net worth provisions to be a "qualified" investor.


1. The undersigned hereby subscribes for the purchase of common shares of stock,
@$1.00  per  share,  of Food  Palace  International,  Inc.  (the  "Company")  in
accordance with the terms and conditions of this Agreement.

2. This subscription is one of a limited number of such subscriptions for common
shares  of  stock  of the  Company.  The  execution  of  this  Agreement  of the
undersigned shall constitute an offer by the undersigned to subscribe for common
shares  of  stock  in the  amount  specified  below.  The  Seller,  Food  Palace
International,  Inc.,  shall have the right (in its sole  discretion)  to reject
such offer for any reason whatsoever, or, by executing a copy of this Agreement,
to accept such offer. If such offer is accepted, Food Palace International, Inc.
will return an executed copy of this Agreement to the undersigned,  along with a
valid share  certificate  from the  Company's  transfer  agent,  National  Stock
Transfer,  Inc.,  1512 South 1100 East,  Salt Lake  City,  Utah  84105.  If this
subscription  is rejected or if the offering is not  consummated for any reason,
the undersigned's  subscription payment will be returned,  uncashed,  as soon as
practicable following  termination of the offering or the date of rejection,  as
applicable.  It is  understood  that this  subscription  is not  binding on Food
Palace  International,  Inc.  unless  and until it is  accepted  by Food  Palace
International,  Inc.,  as  evidenced  by  its  execution  of  this  Subscription
Agreement where indicated below.

3. The undersigned hereby makes the following representations and warranties:


     a. The undersigned  has been furnished with and has carefully  reviewed the
SB-2 Registration Statement and documents attached thereto.


     b.  All  information  provided  to the  Food  Palace  International,  Inc.,
including that in the Prospective Purchaser  Questionnaire,  is true and correct
and complete in all respects as of the date hereof.

     c. The undersigned is at least  twenty-one (21) years of age and sufficient
legal capacity to execute this Agreement.

     d. The undersigned has sufficient knowledge and expertise in business,  and
financial matters to evaluate the merits and risk of an investment.

     e. The undersigned is a qualified investor as that term is defined above.

     f. The undersigned  has analyzed and reviewed the information  contained in
the Company Prospectus contained in the SB-2 Registration  Statement and has had
an opportunity to ask questions of and receive answers from the Company,  or any
person or persons  acting on its behalf,  concerning the terms and conditions of
this  investment,  and  all  such  questions  have  been  answered  to the  full
satisfaction of the undersigned.


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<PAGE>

     g. The  undersigned  has adequate  means of providing for his current needs
and  possible  personal  contingencies  and has no need  for  liquidity  in this
investment,  and his overall  commitment  to  investments  which are not readily
marketable is not  disproportionate  to his net worth, and his investment in the
shares will not cause such overall commitment to become excessive.

     h. The  undersigned  understands  that the common shares of stock have been
registered  under the Securities Act of 1933, as amended (the "Act") pursuant to
the completion of an SB-2 Registration Statement, but not with any state.

     i. The  undersigned  is  acquiring  the common  shares of stock for his own
account for  investment  purposes only and is not  purchasing the subject shares
for an undisclosed third party.

     j. If the  undersigned  is a  corporation,  partnership,  trust,  or  other
entity, it represents:

                   (i) It is duly organized, validly existing, and in good
         standing under the laws of the United States of America, or elsewhere,
         and has all of the requisite power and authority to invest in the
         shares as provided herein.

                   (ii) Such investment does not result in any violation of, or
         conflict with, any term of the charter or bylaws of the undersigned or
         any instrument to which it is bound or any law or regulation applicable
         to it.

                   (iii) Such investment has been duly authorized by all the
         necessary action on behalf of the undersigned.

                   (iv) This Agreement has been duly executed and delivered on
         behalf of the undersigned and constitutes a legal, valid and binding
         agreement of the undersigned.

     The foregoing  representations and warranties shall be true and accurate as
of the date hereof and as of the date of delivery of the purchase  price to Food
Palace International, Inc., and shall survive such delivery period.

4. Miscellaneous

     a. This Agreement, any amendments or replacements hereof, and the legality,
validity,  and  performance  of the terms  hereof,  shall be  governed  by,  and
enforced,  determined and construed in accordance with, the laws of the State of
Nevada applicable to contracts, transactions and obligations entered into and to
be performed in such State.

     b. This Agreement  contains the entire agreement  between the parties.  The
provisions of this Agreement may not be modified or waived except in writing.

     c. This Agreement and the rights, powers and duties set forth herein shall,
except  as set  forth  herein,  bind and  inure  to the  benefit  of the  heirs,
executors, administrators, legal representatives, successors and assignes of the
parties hereto. The undersigned may not assign any of his rights or interests in
and under this  Agreement  without the prior written  consent of the Food Palace
International,  Inc., and any attempted assignment without such consent shall be
void and without effect.

     d. It is  understood  that this  Subscription  is offered on a subject  top
prior sale basis and is not binding on Food Palace International, Inc. until the
Company accepts it, which  acceptance is at the sole  discretion of Company,  by
executing this Subscription Agreement where indicated.


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<PAGE>

5.  Subscription.  The undersigned  hereby subscribes for the purchase of common
shares of stock of Food Palace  International,  Inc. and encloses payment in the
amount of $ ($1.00 per share) payable Food Palace  International,  Inc., Special
Account"

                                TYPE OF OWNERSHIP

                 ______ Individual

                 ______ Joint Tenants with Right of Survivorship

                 ______ Tenants in Common

                 ______ Community Property

                 ______ Other


Executed this ______ day of________________, 2002, at __________________________


________________________________________________________________________________




--------------------------------------------------
Print Name


--------------------------------------------------
 Signature of Investor


--------------------------------------------------
 Social Security or other identification number

If the Investor has indicated that the shares will be held as joint tenants,
tenants in common or as community property, please complete the following:


--------------------------------------------------
Print Name of Spouse or Other Investor


--------------------------------------------------
 Signature of Spouse or Other Investor


--------------------------------------------------
Social Security or other identification number


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<PAGE>

If the Investor is a partnership, corporation or trust, complete the following:





--------------------------------------------------
Name of Partnership, Corporation or Trust

                                                            (affix seal, if any)


By:
--------------------------------------------------



--------------------------------------------------
Print Name of Individual Signing



--------------------------------------------------
Capacity of Individual Signing




Accepted:


 Food Palace International, Inc.


By:
   -----------------------------------------------


Title:
      --------------------------------------------


--------------------------------------------------
Date of Acceptance




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<PAGE>



                       PROSPECTIVE PURCHASER QUESTIONNAIRE

TO: FOOD PALACE INTERNATIONAL, INC.


To Whom It May Concern:

The information  contained  herein is being furnished to you in order for you to
determine  whether the  undersigned  may purchase common shares of stock of Food
Palace International, Inc., pursuant to an SB-2 Registration Statement, from the
Company. The undersigned herein states that he (she) is a qualified investor and
has knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of the proposed investment.

The undersigned further represents that (i) the information  contained herein is
complete  and  accurate  and may be relied upon by you and (ii) the  undersigned
will notify you  immediately of any material  change in any of such  information
occurring prior to the purchase of the subject common shares of stock.

The  undersigned  understands  and agrees that this  questionnaire  will be kept
strictly confidential.

In accordance with the foregoing, the following  representations and information
are hereby made and furnished by:




--------------------------------------------------
Print Name of Prospective Purchaser

--------------------------------------------------
Signature of Prospective Purchaser









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<PAGE>


INSTRUCTIONS:  Please  answer all  questions.  If the answer to any questions is
"None" or "Not Applicable," please so state.


 1 Full Name _______________________________________

    Social Security Number _________________________

    Age ________

    Occupation _____________________________________

    Citizenship___________________  Number of Dependents ___________

 Residential Address:

 ------------------------------------------------------

 ------------------------------------------------------



       Please indicate your preferred mailing address:

       (  ) Residential (  ) Business

2.   Was your income (from all sources) for each of the two latest complete
     calendar years more than (check one):

   ______$ 30,000     _____$ 50,000      _____$100,000        _____$150,000
   ______$200,000     _____$250,000      _____$300,000        _____$350,000

     (a) What percentage of your income as shown above was derived from sources
other than salary?

          ______________%

     (b) Approximately what percentage of your income as shown above remained
after payment of Federal, state and local taxes, and after payment of all
ordinary and necessary living expenses?

          ______________%

    (c) Does the above income represent your joint income with your spouse?

          Yes _______    No _______

3.   Is your  income from all  sources  anticipated  for the current tax year in
     excess of (check one):

   ______$ 30,000     _____$ 50,000     _____$100,000       _____$150,000
   ______$200,000     _____$250,000     _____$300,000       _____$350,000


     (a) Does the above income represent your joint income with your spouse?

          Yes _______    No _______

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<PAGE>


4. Is your net worth as of the date hereof in excess of (check one):


   ______$ 30,000     _____$ 50,000     _____$100,000       _____$150,000
   ______$200,000     _____$250,000     _____$300,000       _____$350,000

     (a)  What  percentage  of your  net  worth as shown  above is  invested  in
          restricted  securities or investments in marketable securities (stock.
          bonds, debentures, or notes)?

        Restrictive securities   _______________%

        Marketable securities    _______________%

                                 _______________%

     (b)  Do these net worth  representations  include your spouse's  assets and
          liabilities?

          Yes _______    No _______

     (c)    What percentage of your net worth as shown above constitutes home,
            furnishings, and automobiles? _____________%


     (d)    What percentage of your net worth as shown above constitutes liquid
            assets (cash or assets readily convertible to cash)? _____________%

5.   For investors other than natural persons:

     (a)  Type of entity.  Corporation _______ Trust _______ Partnership _______
           Other (specify) ___________________

     (b)  Date or organization: ____________________

     (c)  Number of equity owners (stockholders, partners, beneficiaries, etc.):

     (d)    Was the entity formed for the primary purpose of investing in direct
            participation programs or other passive investments?

          Yes _______    No _______

6.   Please supply the following information with respect to the bank (or banks)
     at which you maintain a regular checking account:

    Name of Bank:_____________________________

    Address:__________________________________

    Telephone:________________________________

    Contact:__________________________________

7.   (a) Are you aware that the  securities  proposed  may require  your capital
     investment be maintained for an indefinite period of time?

       Yes _______    No _______


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<PAGE>


     (b) Do you have any  investments  or contingent  liabilities  which you can
     reasonably  anticipate could cause the need for sudden cash requirements in
     excess of cash readily available to you.

          Yes _______    No _______


          If "Yes," please explain.

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          ----------------------------------------------------------------------

          ----------------------------------------------------------------------


8.   Please list your business or professional  educational  background (schools
     attended and degrees obtained):

     Schools                   Degree                    Dates Attended

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9.   Please  list any  professional  licenses  or  registrations  including  bar
     admissions, accounting certifications,  real estate brokerage licenses, and
     SEC or state broker-dealer registrations, held by you:


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10.  Please list your principal  employment and business  activities  during the
     last five years, as well as any relevant financial experience.

     Employer              Position/Title                Employment Dates


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11.    Please describe your experience as an investor, including amounts
       invested, in securities, particularly investments in development stage
       company's securities.

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<PAGE>


12.  Have you participated in other development stage company's  securities?

     Yes _______    No _______

I understand that the Company will be relying on the accuracy and completeness
of my responses to the foregoing questions and I represent and warrant to the
Company as follows:

     i.   The answers to the above  questions are complete and cornea and may be
          relied upon by the  Company in  determining  whether  the  offering in
          which I propose to participate is exempt from  registration  under the
          Securities Act of 1933, as amended;

     ii.  I will notify the Company  immediately  of any material  change in any
          statement made herein occurring prior to the closing of any purchase.

     iii. I, am a "qualified  investor"  as that term is defined  above and have
          sufficient  knowledge and experience in financial and business matters
          to evaluate the merits and risks of the prospective investments;  I am
          able to bear the economic risk of the investment  and currently  could
          afford a complete loss of such investment



    IN WITNESS WHEREOF, I have executed this Prospective Purchaser Questionnaire
this _____ day of____________



-------------------------------            ----------------------------------
Prospective Purchaser                      Prospective Purchaser
Signature                                  Signature



-------------------------------            ----------------------------------
Print Name                                 Print Name

Sworn to me this _____ day of _____________, 200_


-------------------------------
Notary Public


-------------------------------
My commission expires:                            (Notarial Seal)




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