Exhibit 4.11

                                                Purchaser:
                                                          ----------------------

                             SUBSCRIPTION AGREEMENT

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

                         TRINITY MEDICAL GROUP USA, INC.

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

Trinity Medical Group USA, Inc.
30021 Tomas, Suite 300
Rancho Santa Margarita, California 92688


Gentlemen:

     1.  Subscription.  The undersigned  hereby applies to purchase from Trinity
Medical Group USA, Inc., a Florida corporation (the "Company"), $50,000 worth of
shares (the  "Subscription  Shares") of the Company's  common  stock,  par value
$.001  (the  "Common  Stock") at a price per share  equal to 60% of the  closing
price of the Company's Common Stock as reported on the OTC Bulletin Board on the
Subscription  Date and  warrants  (the  "Warrant")  to purchase  5,000 shares of
Common  Stock  issuable  upon  exercise of the Warrant  (the  "Warrant  Shares,"
together with the Subscription  Shares,  the "Shares").  The Warrant will have a
term of 5 years from the  Subscription  Date and an exercise price equal to 120%
of the  closing  price of the  Company's  Common  Stock as  reported  on the OTC
Bulletin Board on the Subscription  Date. THIS SUBSCRIPTION IS IRREVOCABLE,  BUT
MAY BE  REJECTED BY THE  COMPANY IN ITS SOLE  DISCRETION.  In the event that the
undersigned's  subscription  documents  are  returned  to  it,  the  undersigned
understands that all of its obligations hereunder shall terminate.

     2.   Representations   and  Warranties.   The   undersigned   acknowledges,
represents, warrants and agrees as follows:

         (a)  Authorization.  The  decision  to  invest  and the  execution  and
delivery  of  this  agreement  by  the  undersigned,   the  performance  by  the
undersigned of its obligations hereunder and the consummation by the undersigned
of the transactions  contemplated  hereby have been duly authorized and no other
proceedings on the part of the  undersigned is necessary.  The person  executing
this agreement on behalf of the undersigned  has all right,  power and authority
to  execute  and  deliver  this  agreement  on behalf of the  undersigned.  This
agreement has been duly executed and delivered by the undersigned and,  assuming
the due  authorization,  execution  and  delivery  hereof by the  Company,  will
constitute  the  legal,  valid  and  binding  obligations  of  the  undersigned,
enforceable  against the undersigned in accordance with its terms, except as the
same  may be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws affecting the rights of creditors generally and
the availability of equitable remedies.

         (b) Accredited  Investor.  The undersigned is aware of what constitutes
an Accredited  Investor as that term is defined  under  Regulation D promulgated
under the Securities Act of 1933, as amended (the "Act"), and under the laws, if
any,  of  each  state  governing  the  undersigned,  and the  undersigned  is an
Accredited  Investor for purposes of  Regulation D and the


                                      -1-
<PAGE>

laws, if any, of the state governing the undersigned. The undersigned is able to
bear the economic risks of this investment and,  consequently,  without limiting
the generality of the foregoing, is able to hold the Subscription Shares and the
Warrant  Shares (the  Subscription  Shares,  the Warrant and the Warrant  Shares
being collectively  referred to as the "Securities") for an indefinite period of
time and has a sufficient  net worth to sustain a loss of its entire  investment
in the Company in the event such loss should occur.

         In addition, the undersigned meets at least one of the following
criteria (please check where applicable):

         (A)   A natural  person and has, or with his or her spouse jointly has,
               and the  undersigned  and his or her spouse will have at the time
               of purchase of the Shares,  a net worth  (i.e.,  total  assets in
               excess of total liabilities) in excess of $1,000,000;

         (B)   A  natural  person  and  has  had  an  individual  annual  income
               (exclusive of his or her spouse's  income,  regardless of whether
               this is a  joint  investment  with  such  spouse)  in  excess  of
               $200,000  in each of the two most  recent  years or joint  income
               with his or her  spouse in excess  of  $300,000  in each of those
               years,  and  the  undersigned  has a  reasonable  expectation  of
               reaching  the same  income  level in the current  year.  For this
               purpose,  a  person's  income  is the  amount  of his  individual
               adjusted  gross  income  (as  reported  on a federal  income  tax
               return),  increased by the following  amounts:  (a) any deduction
               for depletion  (Section 611 et seq. of the Internal  Revenue Code
               of 1986, as amended (the "Code")), (b) any deduction for a
               portion of long-term  capital  gains  (Section 1202 of the Code),
               (c)  any   exclusion   for  interest  on  tax  exempt   municipal
               obligations  (Section  103 of the Code);  and (c) any losses of a
               partnership  or  limited   liability  company  allocated  to  the
               individual (as reported on Schedule E of Form 1040);

         (C)   A bank as defined in  Section  3(a)(2) of the Act or any  savings
               and loan  association or other  institution as defined in Section
               3(a)(5)(A)  of  the  Act,  whether  acting  in an  individual  or
               fiduciary capacity;

         (D)   A broker or dealer registered pursuant to the Securities Exchange
               Act of 1934;

         (E)   An insurance company as defined in Section 2(13) of the Act;

         (F)   An investment company registered under the Investment Company Act
               of 1940 (the "1940 Act");

         (G)   A business  development company as defined in Section 2(a)(48) of
               the 1940 Act;

         (H)   A Small Business  Investment  Company  licensed by the U.S. Small
               Business  Administration under Section 301(c) or (d) of the Small
               Business Investment Act of 1958;

         (I)   An  employee  benefit  plan  within the meaning of Title I of the
               Employment Retirement Income Security Act of 1974 ("ERISA"),  and
               either  (i)  the   investment   decision  with  respect  to  this
               subscription  is to be made by a plan  fiduciary,  as  defined in
               Section 3(21) of ERISA,  which is either a bank, savings and loan
               association,  an insurance  company,  or a registered  investment
               adviser,  or (ii)


                                      -2-
<PAGE>

               the  employee   benefit  plan  has  total  assets  in  excess  of
               $5,000,000 or (iii) if a self-directed plan, investment decisions
               are made solely by Accredited Investors;

         (J)   A private  business  development  company  as  defined in Section
               202(a)(22) of the Investment Advisers Act of 1940;

         (K)   A  corporation,   Massachusetts  or  similar  business  trust,  a
               partnership or an organization  described in Section 501(c)(3) of
               the Internal Revenue Code, not formed for the specific purpose of
               acquiring the Shares, with total assets in excess of $5,000,000;

         (L)   A trust,  with total assets in excess of  $5,000,000,  not formed
               for the  specific  purpose of  acquiring  the  Securities,  which
               acquisition is directed by a sophisticated person as described in
               Rule 506(b)(2)(ii) of Regulation D promulgated under the Act; or

         (M)   An  entity  in  which  all  of  the  equity  owners   qualify  as
               "Accredited Investors."

         (c)  Evaluation  of  Risks.  The  undersigned  has such  knowledge  and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of, and bearing the economic  risks  entailed by, an investment
in the  Company  and  of  protecting  its  interests  in  connection  with  this
transaction.  The  undersigned  recognizes  that its  investment  in the Company
involves  a high  degree of risk and that the  Company  is  dependent  upon this
private placement to continue its operations.

         (d)  High  Degree  of  Risk.  The  undersigned   acknowledges  that  an
investment in the  Securities is a  speculative  investment  and involves a high
degree of risk, and that the Company makes no assurances whatever concerning the
present or prospective value of the Shares. The undersigned understands that the
price of the Securities has been arbitrarily determined by the Company and bears
no relationship to its assets,  earnings,  book value or other accepted criteria
of value.

         (e)  Due  Diligence.  The  undersigned  has  received  a copy  of  such
documents relating to the Company as requested by the undersigned (collectively,
the "Documents"), has carefully reviewed such Documents, has had the opportunity
to obtain any  additional  information  necessary  to verify the accuracy of the
information  contained in such  Documents and has been given the  opportunity to
meet with  representatives  of the Company and to have them answer any questions
and provide any  additional  information  regarding the terms and  conditions of
this  particular  investment  deemed relevant by the  undersigned,  and all such
questions  have  been  answered  and  requested   information  provided  to  the
undersigned's  full  satisfaction.  In  making  its  decision  to  purchase  the
Securities,  the  undersigned has relied solely upon its review of the Documents
referred to above, this agreement and independent  investigations  made by it or
its representatives.

         (f) Independent Counsel. The undersigned  acknowledges that it has been
advised to consult with its own attorney  regarding legal matters concerning the
Company and to consult with its tax advisor  regarding the tax  consequences  of
acquiring the  Securities.  Jenkens & Gilchrist  Parker Chapin LLP is counsel to
the Company in the transactions contemplated hereby and herein.


                                      -3-
<PAGE>

         (g) No  Distribution.  The  undersigned is acquiring the Securities for
its  own  account  for  investment  and  not  with a view  to or for  resale  in
connection with any  distribution of the Securities.  It has not offered or sold
any portion of the  Securities  and has no present  intention  of  dividing  the
Securities with others or of selling, distributing or otherwise disposing of any
portion of the  Securities  either  currently or after the passage of a fixed or
determinable  period of time or upon the  occurrence  or  non-occurrence  of any
predetermined event or circumstance.

         (h) No Registration.  The undersigned  understands that the sale of the
Securities has not been  registered  under the Act in reliance upon an exemption
therefrom for non-public or limited offerings.  The undersigned understands that
the  Securities  must be held  indefinitely  unless  the sale or other  transfer
thereof  is  subsequently  registered  under the Act or an  exemption  from such
registration is available at that time.

         (i) Registration Rights. The undersigned shall have registration rights
with respect to the Shares then held by the  undersigned.  The Company agrees to
file a registration  statement to register the Shares on or before  December 31,
2001 (the "Required Filing Date").  The Company shall respond to comments of the
Securities  and Exchange  Commission  ("SEC")  within ten (10)  business days of
receipt of said comments and will use its  reasonable  best efforts to cause the
registration  statement  to be declared  effective by the SEC on or before March
31,  2002 (the  "Required  Effectiveness  Date").  The  Company  shall  keep the
registration  statement  continuously  effective through September 30, 2002, and
shall cause the related  prospectus to be amended or  supplemented by a required
prospectus  supplement pursuant to Rule 424 under the Securities Act of 1933, as
amended.  If the  registration  statement is not filed on or before the Required
Filing Date or if the  registration  statement  is not declared  effective  with
respect to the Shares on or before the  Required  Effectiveness  Date (each such
failure  being  referred to as an "Event"),  the Company shall pay as liquidated
damages  and not as a penalty to the  undersigned  an amount  equal to 2% of the
purchase  price of the  Subscription  Shares for each  30-day  period  until the
applicable Event has been cured.  The amount of the liquidated  damages shall be
prorated on a daily basis for periods less than 30 days. The liquidated  damages
shall be paid  within  five (5)  business  days of the end of each month  during
which the Event has occurred and is continuing.

         (j) Additional Transfer Restrictions.  The undersigned  understands and
agrees that, in addition to the  restrictions  set forth in this agreement,  the
following  restrictions  and  limitations  are applicable to its purchase of the
Securities and any resales,  pledges,  hypothecations  or other transfers of the
Securities:

              (i) The following  legend  reflecting all applicable  restrictions
     will be placed on any  certificate(s) or other  document(s)  evidencing the
     Warrants or the Shares and the  undersigned  must comply with the terms and
     conditions  set  forth  in such  legends  prior  to any  resales,  pledges,
     hypothecations or other transfers of the Shares:

     "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
     AND MAY NOT BE TRANSFERRED  UNLESS (A) THE SHAREHOLDER  WISHING TO TRANSFER
     SUCH SECURITIES  PROVIDES AN OPINION OF COUNSEL REASONABLY  CONCURRED IN BY
     COUNSEL FOR TRINITY  MEDICAL GROUP USA, INC. (THE  "COMPANY")  STATING THAT
     THE  PROPOSED  TRANSFER  OF THE  COMPANY'S  SECURITIES  IS EXEMPT  FROM THE
     REGISTRATION  PROVISIONS OF ALL  APPLICABLE  FEDERAL AND STATE


                                      -4-
<PAGE>

     LAWS;  OR  (B)  SAID  SECURITIES  HAVE  BEEN  REGISTERED  PURSUANT  TO  THE
     SECURITIES  ACT OF 1933,  AS AMENDED."  "THE  PURCHASER  OF THE  SECURITIES
     REPRESENTED BY THIS  CERTIFICATE  AGREES TO RESELL SUCH  SECURITIES ONLY IN
     ACCORDANCE WITH REGULATION S, PROMULGATED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED  (THE  "SECURITIES  ACT"),  PURSUANT TO  REGISTRATION  UNDER THE
     SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION; AND
     AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS WITH REGARD TO SUCH SECURITIES
     UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."

              (ii) Stop transfer instructions have been or will be placed on any
     certificates or other documents  evidencing the Warrant or the Shares so as
     to restrict the resale, pledge,  hypothecation or other transfer thereof in
     accordance with the provisions hereof.

         (k) No  Advertisements.  The  undersigned  is not  subscribing  for the
Securities as a result of or subsequent to any advertisement, article, notice or
other communication  published in any newspaper,  magazine,  or similar media or
broadcast over television or radio, or presented at any seminar or meeting.

         (l) Capacity. The undersigned, if an individual, has reached the age of
majority in the state in which the  undersigned  resides,  has adequate means of
providing for the undersigned's  current financial needs and  contingencies,  is
able to bear the  substantial  economic risks of an investment in the Securities
for an indefinite  period of time, has no need for liquidity in such investment,
and, at the present time, could afford a complete loss of such investment.

         (m) Indemnity.  The  undersigned  shall indemnify and hold harmless the
Company and each officer,  director or control person of the Company,  who is or
may be a party or is or may be threatened to be made a party to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by reason of or  arising  from any actual or
alleged  misrepresentation  or misstatement of facts or omission to represent or
state facts made or alleged to have been made by the undersigned to the Company,
or omitted or alleged to have been omitted by the  undersigned,  concerning  the
undersigned, or its authority to invest or financial position in connection with
the offering or sale of the Securities,  including, without limitation, any such
misrepresentation,  misstatement  or  omission  contained  herein  or any  other
document submitted by the undersigned,  against losses, liabilities and expenses
for which the Company, or any officer, director or control person of the Company
has not otherwise been reimbursed (including  attorneys' fees, judgments,  fines
and amounts paid in settlement)  actually and reasonably incurred by the Company
or such officer, director or control person in connection with such action, suit
or proceeding.  In connection  with this indemnity,  the undersigned  represents
that all of the information provided herein by the undersigned is true, complete
and correct in all respects.

         (n)  Legends.  The  undersigned  acknowledges  that it has reviewed the
following legends:

     PURCHASE  OF THE  SECURITIES  INVOLVES A HIGH  DEGREE OF RISK AND SHOULD BE
CONSIDERED  ONLY BY  PERSONS  WHO CAN  AFFORD TO  SUSTAIN A TOTAL  LOSS OF THEIR
INVESTMENT.


                                      -5-
<PAGE>

     THE  SECURITIES  HAVE NOT BEEN AND WILL NOT BE  REGISTERED  FOR SALE TO THE
PUBLIC UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR ANY OTHER
SECURITIES LAWS, AND WILL BE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SUCH LAWS. CONSEQUENTLY,  THE SECURITIES MAY NOT BE
OFFERED,  SOLD, OR OTHERWISE TRANSFERRED OR DELIVERED BY ANY INVESTOR EXCEPT, IN
THE  OPINION OF COUNSEL  FOR OR  SATISFACTORY  TO THE  COMPANY,  PURSUANT  TO AN
EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH
APPLICABLE   STATE  OR  OTHER  SECURITIES  LAWS.  THE  SECURITIES  WILL  BEAR  A
RESTRICTIVE  LEGEND TO THE  FOREGOING  EFFECT,  AND EACH  INVESTOR  MUST SIGN AN
INVESTMENT REPRESENTATION CONSISTENT WITH THE FOREGOING.

     THERE IS CURRENTLY NO PUBLIC OR OTHER MARKET FOR THE  SECURITIES  AND THERE
CAN BE NO ASSURANCE THAT A PUBLIC OR OTHER MARKET WILL DEVELOP. INVESTORS SHOULD
BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISK OF THE INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.

     IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST  RELY  ON  THEIR  OWN
EXAMINATION  OF THE ISSUER 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.

         (o) Residence. The undersigned (check below if applicable):


     |_| is not a  "U.S.  person,"  as such  term is  defined  in  Regulation  S
promulgated under the Act.

     |_| is not acquiring the Shares for the account of any U.S. person.


Purchaser       Co-Owner
---------       --------

  |_|             |_|   (i)   I am a United  States  citizen or  resident of the
                              United States for federal income tax purposes.

  |_|             |_|   (ii)  I  am  neither  a  United  States  citizen  nor  a
                              resident  of the United  States for United  States
                              federal income tax purposes.

     3.  ALL   INFORMATION   CONTAINED  IN  THIS   AGREEMENT   WILL  BE  TREATED
CONFIDENTIALLY.  However,  the  undersigned  agrees that the Company may present
this  agreement to such parties as the Company deems  appropriate if called upon
to establish  that the proposed  offer and sale of the Securities is exempt from
registration  under  the Act or  meets  the  requirements  of  applicable  state
securities law.


                                      -6-
<PAGE>

     4. The  undersigned  will notify the Company  immediately  of any  material
change in any  representation  made or any statement made in this agreement that
occurs  prior to the  closing  of the sale of the  Subscription  Shares  and the
Warrant. The representations,  warranties and covenants of the undersigned shall
survive the closing of the sale of the Subscription Shares and the Warrant.  The
undersigned  understands and acknowledges  that the Company is relying upon such
information  provided in this agreement to determine that the exemption from the
registration provisions of the Act for non-public offerings is applicable to the
offer and sale of the Subscription Shares and the Warrant.

     5.  Subscription  and  Method of  Payment.  (a) The  undersigned  shall (i)
deliver to Jenkens & Gilchrist  Parker  Chapin LLP, The Chrysler  Building,  405
Lexington  Avenue,  New York, New York 10174,  Attn:  Christopher S. Auguste the
executed agreement by overnight courier or facsimile (with original to follow by
overnight  courier) and (ii) deliver to the Company the amount set forth on page
1 of this  agreement as the purchase price for the  Subscription  Shares and the
Warrant  (the  "Purchase  Price")  by check  payable  to the  Company or by wire
transfer of immediately available funds to the account specified by the Company.

         (b) Promptly upon receipt of the funds and documents  required so to be
delivered  and upon  acceptance  by the  Company of the  undersigned's  offer to
subscribe for the shares,  the Company shall deliver the Convertible Note to the
undersigned  registered in the name of the  undersigned  (or, if the undersigned
shall have a nominee,  registered in the name of such  nominee).  If the Company
does not accept the undersigned's offer to subscribe for the Subscription Shares
and the Warrant,  the Company shall return the Purchase Price to the undersigned
without interest.

     6. The undersigned shall not, directly or indirectly,  whether voluntarily,
by  operation  of  law,  upon  death  or  otherwise,   sell,  pledge,  mortgage,
hypothecate, give, bequeath, transfer, create a security interest in or lien on,
place in trust  (voting  or  otherwise),  assign or in any other way  whatsoever
encumber  or dispose  of, any of the Shares (or any  interest  therein),  or the
stock certificate or certificates representing Shares.

     7. Miscellaneous.
        -------------

         (a) The  undersigned  agrees not to transfer or assign this  agreement,
the  Warrant  or the Shares or any of the  undersigned's  interest  herein,  and
further agrees that the transfer or assignment of this agreement, the Warrant or
the Shares  shall be made only upon  approval of the  Company and in  accordance
with all applicable laws.

         (b)  This  agreement  constitutes  the  entire  agreement  between  the
undersigned  and the Company with  respect to the subject  matter  hereof.  This
agreement may be amended only by a writing executed by both of them.

         (c) This agreement shall be enforced,  and construed in accordance with
the laws of the State of New York, without regard to the principles of conflicts
of laws  thereof.  Each of the parties  hereto hereby  irrevocably  consents and
submits to the exclusive  jurisdiction  of the United States  District Court for
the Southern District of New York in connection with any proceeding  arising out
of or relating to this agreement or the transactions contemplated hereby, waives
any  objection to venue in such District  (unless such court lacks  jurisdiction
with  respect to such  proceeding,  in which case,  each of the  parties  hereto
irrevocably  consents to the jurisdiction of the courts of the State of New York
in connection with such proceeding and


                                      -7-
<PAGE>

waives any objection to venue in New York County, State of New York), and agrees
that service of any summons, complaint, notice or other process relating to such
proceeding  may be  effected  in the  manner  provided  by  clause  (d) of  this
paragraph 7. All of the fees and expenses of such proceeding,  together with all
reasonable attorney's and accountant's fees and expenses of each party hereto in
connection  therewith,  shall be borne by the  losing  party or  parties,  or as
allocated by the court.

         (d) Any  notice,  demand,  request  or  other  communication  which  is
required,  called for or  contemplated  to be given or made hereunder to or upon
any  party  hereto  shall be  deemed  to have  been  duly  given or made for all
purposes if (a) in writing and sent by (i)  messenger  or an  overnight  courier
service for next day  delivery  with  receipt  therefor,  or (ii)  certified  or
registered  mail,  postage  paid,  return  receipt  requested,  or (b)  sent  by
telegram,  facsimile  transmission or similar  electronic  means, with a written
copy  thereof  sent on the same day by postage paid  first-class  mail,  to such
party at the following address:

                 To the undersigned at:

                      Investor:_________________________
                      Address
                      Suite ___
                      City, State/Province Zip/Postal Code

                      --------------------------------
                      Attn:
                      Telecopier No.: (___) ___-____

                 with a copy to:

                      -------------------------------
                      Street
                      Suite __
                      City, State/Province Zip/Postal Code

                      --------------------------------
                      Attention:
                      Telecopier No.: (___) ___-____

                 To the Company at:

                      Trinity Medical Group USA, Inc.
                      30021 Tomas, Suite 300
                      Rancho Santa Margarita, California 92688
                      Attention:  Mr. Gary E. Wilson, Chief Financial Officer
                      Telecopier No.:  (949) 459-2163

                 with a copy to:

                      Jenkens & Gilchrist Parker Chapin LLP
                      The Chrysler Building
                      405 Lexington Avenue
                      New York, New York  10174
                      Attention:  Christopher S. Auguste
                      Telecopier No.:  (212) 704-6288


                                      -8-
<PAGE>

or such other  address as either party  hereto may at any time,  or from time to
time, direct by notice given to the other party in accordance with this section.
The date of giving or making of any such notice or demand  shall be, in the case
of clause (a)(i), the date of the receipt;  in the case of clause (a)(ii),  five
(5)  business  days after  such  notice or demand is sent;  and,  in the case of
clause (b), the business  day next  following  the date such notice or demand is
sent.

         (e) This agreement may be executed in  counterparts.  In the event that
any provision of this  agreement  becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this agreement shall continue
in full force and effect without said provision.

         (f) Except as otherwise provided herein, no amendment of this agreement
shall be valid or  effective,  unless in writing  and signing by or on behalf of
the parties hereto.

         (g) No course of  dealing  or  omission  or delay on the part of either
party hereto in asserting or exercising any right hereunder shall  constitute or
operate as a waiver of any such right.  No waiver of any provision  hereof shall
be  effective,  unless in writing  and signed by or on behalf of the party to be
charged  therewith.  No waiver shall be deemed a continuing  waiver or waiver in
respect of any other or subsequent breach or default, unless expressly so stated
in writing.

         (h) The  provisions  hereof  are  severable  and in the event  that any
provision of this agreement  shall be determined to be invalid or  unenforceable
in any respect by a court of competent  jurisdiction,  the remaining  provisions
hereof  shall not be  affected,  but shall,  subject to the  discretion  of such
court,  remain in full  force  and  effect,  and any  invalid  or  unenforceable
provision  shall be deemed,  without  further  action on the part of the parties
hereto, amended and limited to the extent necessary to render the same valid and
enforceable.

         (i) Each  party  hereto  covenants  and  agrees  promptly  to  execute,
deliver,  file or record such  agreements,  instruments,  certificates and other
documents  and to perform  such other and further acts as the other party hereto
may reasonably  request or as may otherwise be necessary or proper to consummate
and perfect the transactions contemplated hereby.

         (j) This agreement,  and each right, interest and obligation hereunder,
may not be assigned by either party hereto without the prior written  consent of
the other party hereto, and any purported  assignment without such consent shall
be void and without effect.

         (k) The section and other headings  contained in this agreement are for
convenience  of  reference  only and do not in any way define or  interpret  the
intent of the  parties  or  modify or  otherwise  affect  any of the  provisions
hereof.


                                      -9-
<PAGE>

                             SUBSCRIBER INFORMATION

     Please print here the exact name in which the  investor  desires go to have
the Shares registered (must be beneficial owner).

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

              All correspondence relating to the undersigned's investment should
be sent (check one):

        |X|      (i)  to  the  address  of  the  undersigned  set  forth  on the
                      signature page hereof

        |_|      (ii) to the following address:

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

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

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

                 The undersigned may be contacted by telephone at the following
telephone number(s):

                 (i)  Home Telephone        (___)_______________________


                 (ii) Business Telephone    (___) ___-____

        Amount of Subscription Shares:      $50,000
                                            -------


                                      -10-
<PAGE>

                                 SIGNATURE PAGE
                                 --------------

                             FOR CORPORATE INVESTORS
                             -----------------------

     The undersigned, by executing this signature page, hereby swears to, adopts
and agrees to all terms, conditions, representations, warranties and covenants
contained in this Subscription Agreement of which this signature page is a part.

Note:  The officer authorized to bind the corporation must sign.
Investor:_____________________________
Name of Corporation (please print or type)______________________________________

By:
  ------------------------------------------
        (Signature of authorized agent)
--------------------------------------------------------------------------------
Taxpayer Identification Number

Title:

        Address of Principal
        Corporate Offices:  _____________________________


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

                            ----------------------------------------
        Mailing Address, if different:

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

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

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

State of Incorporation:  ___________________________________________

Executed at         ,                   this  26th day of September, 2001.
            City           State/Province

SUBSCRIPTION ACCEPTED:

TRINITY MEDICAL GROUP USA, INC.

By: /s/ Gary E. Wilson                         By: /s/ James S. Namnath
    ------------------                             --------------------
    Name:  Gary E. Wilson                          Name:  James S. Namnath
    Title:  CFO                                    Title:  CEO

Date:  September 26, 2001


                                      -11-