Exhibit 10.1

                                TASTY FRIES, INC.
                             SUBSCRIPTION AGREEMENT

      SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this 13th day
of April 2005 between  Tasty  Fries,  Inc.,  a Nevada  corporation  with offices
located at 650 Sentry  Parkway,  Suite One, Blue Bell,  Pennsylvania  19422 (the
"Company"), and the undersigned (the "Subscriber").

      WHEREAS,  pursuant  to  Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Securities Act"), and Rule 506 promulgated thereunder, the Company
desires to sell and the  Subscriber  desires to purchase  250,000  shares of the
Company's  Series A Preferred Stock in a private  placement (the  "Offering") on
the terms and conditions set forth herein;

      NOW,  THEREFORE,  for and in  consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

      I.  SUBSCRIPTION  FOR  SECURITIES;  REPRESENTATIONS  BY AND  COVENANTS  OF
SUBSCRIBER

            1.1 Subscription for Securities. Subject to the terms and conditions
hereinafter  set  forth,  the  Subscriber  hereby  subscribes  for and agrees to
purchase from the Company  250,000  shares of the  Company's  Series A Preferred
Stock ("Shares"),  at a purchase price of $1.00 per share and the Company agrees
to sell such Shares to the Subscriber for said purchase price.

            1.2 Reliance on  Exemptions.  The Subscriber  acknowledges  that the
Offering  has not been  reviewed by the United  States  Securities  and Exchange
Commission  (the  "SEC") or any state  agency  because  it is  intended  to be a
nonpublic  offering exempt from the registration  requirements of the Securities
Act and state  securities  laws. The Subscriber  understands that the Company is
relying in part upon the truth and accuracy of, and the Subscriber's  compliance
with  the   representations,   warranties,   agreements,   acknowledgments   and
understandings  of the  Subscriber  set forth herein in order to  determine  the
availability of such exemptions and the eligibility of the Subscriber to acquire
the Shares.

            1.3 Investment  Purpose.  The Subscriber  represents that the Shares
are being  purchased for its own account,  for investment  purposes only and not
for  distribution  or  resale to others  in  contravention  of the  registration
requirements of the Securities Act. The Subscriber  agrees that it will not sell
or otherwise transfer the Shares unless they are registered under the Securities
Act or unless an exemption from such registration is available.

            1.4 Accredited Investor. The Subscriber represents and warrants that
it is an "accredited investor" as such term is defined in Rule 501 of Regulation
D promulgated under the Securities Act, and that it is able to bear the economic
risk of any investment in the Shares.

<PAGE>

            1.5 Risk of Investment.  The Subscriber recognizes that the purchase
of the Shares  involves a high degree of risk in that:  (a) an investment in the
Company  is highly  speculative  and only  investors  who can afford the loss of
their entire investment should consider investing in the Company and the Shares;
(b)  transferability  of the Shares is limited;  and (c) the Company may require
substantial  additional  funds to operate its  business  and  subsequent  equity
financings will dilute the ownership and voting interests of Subscriber.

            1.6 Prior Investment Experience. The Subscriber acknowledges that it
has prior  investment  experience and that it recognizes the highly  speculative
nature of this investment.

            1.7 Information.  The Subscriber acknowledges careful review of this
Subscription  Agreement as well as the Company's filings with the Securities and
Exchange Commission,  as required pursuant to the Securities and Exchange Act of
1934, and specifically the Company's  current reports on Form 8-K filed with the
Securities  and Exchange  Commission on March 23, 2005,  April 1, 2005 and April
13, 2005, which are available on the Internet at www.sec.gov (collectively,  the
"Offering  Documents"),  all of which  the  undersigned  acknowledges  have been
provided to the  undersigned.  The undersigned has been given the opportunity to
ask questions of, and receive answers from, the Company concerning the terms and
conditions  of this  Offering  and the  Offering  Documents  and to obtain  such
additional information,  to the extent the Company possesses such information or
can acquire it without  unreasonable effort or expense,  necessary to verify the
accuracy of same as the undersigned  reasonably desires in order to evaluate the
investment.   The  undersigned  understands  the  Offering  Documents,  and  the
undersigned  has had the  opportunity to discuss any questions  regarding any of
the Offering  Documents with its counsel or other advisor.  Notwithstanding  the
foregoing,  the only  information  upon which the undersigned has relied is that
set  forth  in  the  Offering   Documents.   The  undersigned  has  received  no
representations  or  warranties  from the  Company,  its  employees,  agents  or
attorneys  in making  this  investment  decision  other than as set forth in the
Offering  Documents.  The  undersigned  does not desire to receive  any  further
information.

            1.8 No  Representations.  The  Subscriber  hereby  represents  that,
except as expressly set forth in the Offering  Documents,  no representations or
warranties  have  been  made to the  Subscriber  by the  Company  or any  agent,
employee or affiliate of the Company,  and in entering into this transaction the
Subscriber is not relying on any  information  other than that  contained in the
Offering  Documents  and  the  results  of  independent   investigation  by  the
Subscriber.

            1.9 Tax Consequences.  The Subscriber acknowledges that the Offering
may involve tax consequences and that the contents of the Offering  Documents do
not contain tax advice or information.  The Subscriber acknowledges that it must
retain its own professional  advisors to evaluate the tax and other consequences
of an investment in the Shares.

            1.10  Transfer  or Resale.  The  Subscriber  understands  and hereby
acknowledges  that the Company is under no  obligation  to  register  the Shares
under the Securities  Act except as contained  herein.  The Subscriber  consents
that the Company  may, if it desires,  permit the  transfer of the Shares out of
the  Subscriber's  name only  when the  Subscriber's  request  for  transfer  is
accompanied by an opinion of counsel reasonably satisfactory to the Company that
neither  the  sale nor the  proposed  transfer  results  in a  violation  of the
Securities Act or any applicable state "blue sky" laws.


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<PAGE>

            1.11  Legends.  The  Subscriber  understands  that the  certificates
representing the Shares,  until such time as they have been registered under the
Securities Act, shall bear a restrictive  legend in substantially  the following
form  (and a  stop-transfer  order  may  be  placed  against  transfer  of  such
certificates or other instruments):

            THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR
            APPLICABLE  STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
            FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
            EFFECTIVE  REGISTRATION  STATEMENT  FOR  THE  SECURITIES  UNDER  THE
            SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES
            LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM,
            THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
            SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
            ACT.

            The legend set forth above  shall be removed  and the Company  shall
issue a  certificate  without such legend to the holder of the Shares upon which
it is stamped,  if (a) such Securities are being sold pursuant to a registration
statement  under the Securities  Act, (b) such holder delivers to the Company an
opinion of counsel,  in a  reasonably  acceptable  form,  to the Company  that a
disposition  of the  Shares is being made  pursuant  to an  exemption  from such
registration,  or (c) such holder provides the Company with reasonable assurance
that a disposition  of the Securities may be made pursuant to the Rule 144 under
the  Securities  Act  without  any  restriction  as to the number of  securities
acquired as of a particular date that can then be immediately sold.

            1.12 No General  Solicitation.  The Subscriber  represents  that the
Subscriber  was not  induced  to invest by any form of general  solicitation  or
general  advertising  including,  but not  limited  to, the  following:  (a) any
advertisement,   article,   notice  or  other  communication  published  in  any
newspaper,  magazine or similar media or broadcast  over the news or radio;  and
(b)  any  seminar  or  meeting  whose  attendees  were  invited  by any  general
solicitation or advertising.

            1.13  Validity;  Enforcement.  If the  Subscriber is a  corporation,
partnership, trust or other entity, the Subscriber represents and warrants that:
(a) it is  authorized  and  otherwise  duly  qualified  to purchase and hold the
Shares;  and (b) that this  Subscription  Agreement  has been  duly and  validly
authorized,  executed  and  delivered  and  constitutes  the legal,  binding and
enforceable  obligation of the undersigned.  If the Subscriber is an individual,
the Subscriber represents and warrants that this Subscription Agreement has been
duly and validly  executed and delivered and constitutes the legal,  binding and
enforceable obligation of the undersigned.


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<PAGE>

            1.14 Address.  The Subscriber  hereby represents that the address of
the  Subscriber  furnished  by the  Subscriber  at the end of this  Subscription
Agreement  is the  undersigned's  principal  residence if the  Subscriber  is an
individual or its  principal  business  address if it is a corporation  or other
entity.

            1.15 Foreign  Subscriber.  If the  Subscriber is not a United States
person, such Subscriber hereby represents that it has satisfied itself as to the
full  observance  of the  laws  of  its  jurisdiction  in  connection  with  any
invitation  to  subscribe  for  the  Shares  or  any  use of  this  Subscription
Agreement, including: (a) the legal requirements within its jurisdiction for the
purchase of the Shares; (b) any foreign exchange restrictions applicable to such
purchase;  (c) any  governmental or other consents that may need to be obtained;
and (d) the income tax and other tax consequences,  if any, that may be relevant
to the  purchase,  holding,  redemption,  sale or transfer  of the Shares.  Such
Subscriber's   subscription  and  payment  for,  and  its  continued  beneficial
ownership of the Shares,  will not violate any  applicable  securities  or other
laws of the Subscriber's jurisdiction.

      II. REGISTRATION RIGHTS

            2.1 The Company  agrees that if, at any time, and from time to time,
after the date hereof the Board of Directors of the Company (the "Board")  shall
authorize the filing of a registration statement under the Securities Act (other
than a registration  statement on Form S-8, Form S-4 or any other form that does
not include  substantially  the same  information as would be required in a form
for the general  registration  of  securities)  in connection  with the proposed
offer of any of its  securities  by it or any of its  stockholders,  the Company
shall: (A) promptly notify the Subscriber that such registration  statement will
be filed  and that the  shares  of  common  stock  underlying  the  Shares  (the
"Registrable  Securities")  then held by the Subscriber will be included in such
registration  statement;  (B) cause such registration  statement to cover all of
such Registrable  Securities  issued to the Subscriber;  (C) use best efforts to
cause such  registration  statement to become  effective as soon as practicable;
and (D) take all other  reasonable  action  necessary under any federal or state
law or regulation of any  governmental  authority to permit all such Registrable
Securities that have been issued to such holder to be sold or otherwise disposed
of, and will maintain such  compliance  with each such federal and state law and
regulation  of any  governmental  authority  for the period  necessary  for such
holder  to   promptly   effect   the   proposed   sale  or  other   disposition.
Notwithstanding  any other provision of this Section 2.1, the Company may at any
time, abandon or delay any registration  commenced by the Company.  In the event
of such an  abandonment  by the  Company,  the Company  shall not be required to
continue registration of the Registrable Securities, the Holder shall retain the
right to request inclusion of shares as set forth above.

      III. MISCELLANEOUS

            3.1 Notice. Any notices,  consents,  waivers or other communications
required or permitted to be given under the terms of this Subscription Agreement
must be in writing and will be deemed to have been delivered:  (a) upon receipt,
when delivered  personally,  (b) upon receipt,  when sent by facsimile (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party),  or (c) one (1) business day after  deposit
with an overnight courier service,  in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications
shall be:


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<PAGE>

            If to the Company:

            650 Sentry Parkway, Suite One
            Blue Bell, Pennsylvania 19422
            Attn: Edward C. Kelly
            Telephone: (610) 941-2109
            Facsimile:

            If to the Subscriber,  to its address and facsimile number set forth
at the end of this  Subscription  Agreement,  or to such  other  address  and/or
facsimile  number  and/or to the  attention of such other person as specified by
written notice given to the Company five (5) days prior to the  effectiveness of
such change.  Written confirmation of receipt (a) given by the recipient of such
notice,   consent,   waiver  or  other   communication,   (b)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission,  or  (c)  provided  by  an  overnight  courier  service  shall  be
rebuttable evidence of personal service, receipt by facsimile or receipt from an
overnight  courier  service in  accordance  with clause  (a),  (b) or (c) above,
respectively.

            3.2  Entire  Agreement;   Amendment.   This  Subscription  Agreement
supersedes all other prior oral or written  agreements  between the  Subscriber,
the Company, their affiliates and persons acting on their behalf with respect to
the  matters  discussed  herein,   and  this  Subscription   Agreement  and  the
instruments  referenced  herein contain the entire  understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically set forth herein or therein, neither the Company nor the Subscriber
makes any representation, warranty, covenant or undertaking with respect to such
matters.  No provision of this  Subscription  Agreement may be amended or waived
other than by an instrument in writing  signed by the Company and the holders of
at  least  a  majority  of the  Shares  then  outstanding  (determined  on an as
exercised to common stock  basis) (or if prior to the closing,  the  Subscribers
purchasing at least a majority of the Shares to be purchased at the closing). No
such amendment shall be effective to the extent that it applies to less than all
of the holders of the Shares then outstanding.

            3.3 Severability.  If any provision of this  Subscription  Agreement
shall be  invalid or  unenforceable  in any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Subscription Agreement in that jurisdiction or the validity or
enforceability  of any  provision  of this  Subscription  Agreement in any other
jurisdiction.

            3.4 Governing Law; Jurisdiction; Waiver of Jury Trial. All questions
concerning the construction,  validity,  enforcement and  interpretation of this
Subscription  Agreement  shall be governed by the internal  laws of the State of
Pennsylvania,  without  giving  effect to any choice of law or  conflict  of law
provision  or  rule  (whether  of  the  State  of   Pennsylvania  or  any  other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Pennsylvania.  Each party hereby irrevocably  submits to
the  non-exclusive  jurisdiction  of the state and  federal  courts  sitting  in
Pennsylvania  for the  adjudication  of any dispute  hereunder or in  connection
herewith or with any transaction  contemplated  hereby or discussed herein,  and
hereby  irrevocably  waives,  and  agrees  not to assert in any suit,  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this  Subscription  Agreement and agrees that such service shall constitute good
and sufficient  service of process and notice thereof.  Nothing contained herein
shall be  deemed to limit in any way any right to serve  process  in any  manner
permitted by law.  Each party hereby  irrevocably  waives any right it may have,
and agrees not to  request,  a jury trial for the  adjudication  of any  dispute
hereunder or in connection with or arising out of this Subscription Agreement or
any transaction contemplated hereby.


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<PAGE>

            3.5 Headings.  The headings of this  Subscription  Agreement are for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation of, this Subscription Agreement.

            3.6 Successors And Assigns.  This  Subscription  Agreement  shall be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors and assigns. The Company shall not assign this Subscription Agreement
or any rights or obligations  hereunder without the prior written consent of the
holders of at least a majority the Shares then outstanding,  except by merger or
consolidation.  The Subscriber shall not assign its rights hereunder without the
consent of the Company, which consent shall not be unreasonably withheld.

            3.7 No Third Party  Beneficiaries.  This  Subscription  Agreement is
intended for the benefit of the parties  hereto and their  respective  permitted
successors  and  assigns,  and is not for the benefit of, nor may any  provision
hereof be enforced by, any other person.

            3.8 Survival.  The  representations and warranties of the Subscriber
contained  in  Article I and the  agreements  set forth this  Article  III shall
survive closing for a period of two years.

            3.9 Further Assurances. Each party shall do and perform, or cause to
be done and performed,  all such further acts and things,  and shall execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish the purposes of this  Subscription  Agreement and the consummation of
the transactions contemplated hereby.

            3.10 No Strict Construction.  The language used in this Subscription
Agreement  will be deemed to be the  language  chosen by the  parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.


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<PAGE>

            3.11 Legal Representation.  The Subscriber acknowledges that: (a) it
has read  this  Subscription  Agreement;  and (b) it  understands  the terms and
consequences of this Subscription  Agreement and is fully aware of its legal and
binding effect.

            3.12  Counterparts.  This Subscription  Agreement may be executed in
two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and delivered to the other party; provided that a facsimile signature
shall be  considered  due  execution  and shall be  binding  upon the  signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

                            [Signature page follows.]


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<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Subscription  Agreement
as of the day and year first written above.

Eric Whetstone                          No. of Shares: 250,000
-------------------------                             --------------------------
Name of Subscriber

/s/ ERIC WHETSTONE
-----------------------------------
Signature

Eric Whetstone
Name (Please Print)

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Title

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Address of Subscriber


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Taxpayer Identification
Number of Subscriber

                                        Subscription Accepted:

                                        TASTY FRIES, INC.


                                        By: /s/ EDWARD C. KELLY
                                            ------------------------------------
                                        Name:  Edward C. Kelly
                                        Title: Chief Executive Officer


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