Exhibit 4.10

                                                   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"),  a promissory
note issued by the  Company to the order of the  undersigned  for the  principal
amount of TWENTY THOUSAND DOLLARS ($20,000),  substantially in the form attached
hereto  as  Attachment  A  (the  "Promissory   Note").   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 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



                                      -1-
<PAGE>

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) 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;



                                      -2-
<PAGE>

          (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.

          (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



                                      -3-
<PAGE>

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.   If  equity   securities  are  issued  as
consideration for the principal and accrued interest due on the promissory note,
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 November 15, 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 LAWS; OR (B) SAID  SECURITIES  HAVE BEEN
          REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED."

               (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



                                      -4-
<PAGE>

          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.

     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.



                                      -5-
<PAGE>

     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.

     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



                                      -6-
<PAGE>

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 Promissory  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 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:



                                      -7-
<PAGE>

              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

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.



                                      -8-
<PAGE>

       (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 Promissory Note:        $   20,000
                                        -----------



                                      -10-
<PAGE>

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

                            FOR INDIVIDUAL INVESTORS
                            ------------------------


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

         ----------------------------------------------------
         Name (please type or print)

         ----------------------------------------------------
         Signature of Spouse or Co-Owner if funds are
         to be invested as joint tenants by the entirety
         or community property.


         ----------------------------------------------------
         Name (please type or print)

















Executed at                       ,    this  1st day of October, 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                          -----------------------
    Title:  CFO                                    Name:  James S. Namnath
                                                   Title: CEO

Date:  October 1, 2001





                                      -11-