Exhibit
      10.2

    Page
      1 of
      4

     

    SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT (this “Agreement”) made as of August 25, 2008 by and between Modern
      Medical Modalities Corporation, a New Jersey corporation (the “Company”) and
      Naftali Siani, with an address at Tel Hai 14, Jerusalem Israel 92107 (the
“Subscriber”).

     

    WITNESSETH:

     

    WHEREAS,
      the Subscriber desires to purchase and the Company desires to sell in a private
      placement to Subscriber (as defined below) 500,000 shares of its common stock,
      par value $.0002 per share (the “Common Stock”) at a purchase price of $0.10 per
      share for an aggregate amount of $50,000 (“Purchase Price”). The 500,000 shares
      of Common Stock being purchased by Subscriber pursuant to this Agreement shall
      be referred to as the “Securities”.

     

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

     

    SUBSCRIPTION
      FOR SECURITIES AND REPRESENTATIONS BY SUBSCRIBER

     

    Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      irrevocably subscribes for and agrees to purchase from the Company the
      Securities and the Company agrees to sell such Securities to the Subscriber
      for
      said Purchase Price. The Purchase Price is payable by personal or business
      check, wire transfer of immediately available funds or money order made payable
      to the Company contemporaneously with the execution and delivery of this
      Agreement by the Subscriber. The Securities will be delivered by the Company
      to
      the Subscriber promptly following the receipt of the Purchase
      Price.

     

    The
      Subscriber recognizes that the purchase of Securities involves a high degree
      of
      risk in that (i) 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; (ii) the Subscriber may not be able to liquidate
      its
      investment; (iii) transferability of the Securities is extremely limited; and
      (iv) in the event of a disposition, the Subscriber could sustain the loss of
      its
      entire investment.

     

    The
      Subscriber represents that the Subscriber is an “accredited investor” as such
      term is defined in Rule 501 of Regulation D promulgated under the Securities
      Act
      of 1933, as amended (the “Act”),
      and
      that the Subscriber is able to bear the economic risk and illiquidity of an
      investment in the Securities.

     

    The
      Subscriber hereby acknowledges and represents that (i) the Subscriber has prior
      investment experience, including investment in non-listed and unregistered
      securities, or that the Subscriber has employed the services of an investment
      advisor, attorney and/or accountant to read all of the documents furnished
      or
      made available by the Company both to the Subscriber and to all other
      prospective investors to evaluate the merits and risks of such an investment
      on
      the Subscriber’s behalf; (ii) the Subscriber recognizes the highly speculative
      nature of an investment in the Securities; and (iii) the Subscriber is able
      to
      bear the economic risk and illiquidity which the Subscriber assumes by investing
      in the Securities.

     

    The
      Subscriber (i) hereby represents that the Subscriber has been furnished by
      the
      Company during the course of this transaction with all information regarding
      the
      Company which the Subscriber has requested or desired to know; (ii) has been
      afforded the opportunity to ask questions of and receive answers from duly
      authorized officers or other representatives of the Company concerning the
      terms
      and conditions of the Securities; and (iii) has received any additional
      information which the Subscriber has requested.

     

    8.
      To the
      extent necessary, the Subscriber has retained, at its own expense, and relied
      upon the advice of appropriate professionals regarding the investment, tax
      and
      legal merits and consequences of this Agreement and its purchase of the
      Securities hereunder.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      10.2

    Page
      2 of
      4

     

    The
      Subscriber covenants that no Securities were offered or sold to it by means
      of
      any form of general solicitation or general advertising, and in connection
      therewith the Subscriber did not (i) receive or review any advertisement,
      article, notice or other communication published in a newspaper or magazine
      or
      similar media or broadcast over television or radio, whether closed circuit
      or
      generally available; or (ii) attend any seminar, meeting or industry investor
      conference whose attendees were invited by any general solicitation or general
      advertising.

     

    The
      Subscriber hereby acknowledges that the sale of Securities has not been reviewed
      by the SEC because of the Company’s representations that this sale of Securities
      is intended to be exempt from the registration requirements of Section 5 of
      the
      Act pursuant to Sections 3(b), 4(2) and 4(6) thereof and Regulation D
      promulgated under the Act. In this connection, the Subscriber hereby represents
      that the Subscriber is purchasing the Securities for the Subscriber’s own
      account for investment and not with a view toward the resale or distribution
      thereof to others. The Subscriber agrees that the Subscriber will not sell
      or
      otherwise transfer the Securities unless they are registered under the Act
      or
      unless an exemption from such registration is available.

     

    The
      Subscriber understands and hereby acknowledges that the Securities it is
      purchasing are characterized as “restricted securities” under federal securities
      laws inasmuch as they are being acquired from the Company in a transaction
      not
      involving a public offering and that under such laws and applicable regulations
      such securities may be resold without registration under the Act only in certain
      limited circumstances. In this connection, Subscriber represents that it is
      familiar with Rule 144 promulgated under the Act, as presently in effect, and
      understands the resale limitations imposed thereby and by the Act.

     

    The
      Subscriber understands that an investment in the Securities is extremely risky
      and by executing this Agreement acknowledges that it has reviewed the Section
      entitled “Risk Factors” included in the Company’s Form 10-KSB for the year ended
      December 31, 2007 attached hereto as Exhibit
      A.
      The
      Subscriber acknowledges that it has had the opportunity to review the Company
      Form 10-QSB for the quarter ended June 30, 2007 attached hereto as Exhibit
      B.

     

    The
      Subscriber understands and hereby acknowledges that the Company is under no
      obligation to register the Securities under the Act or any state securities
      or
“blue sky” laws. The Subscriber consents that the Company may, if it desires,
      permit the transfer of the Securities 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 Act or any applicable state “blue sky”
laws (collectively the, “Securities
      Laws”).

     

    The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Securities indicating that such Securities have not
      been
      registered under the Act or any state securities or “blue sky” laws and setting
      forth or referring to the restrictions on transferability and sale thereof
      contained in this Agreement. The Subscriber is aware that the Company will
      make
      a notation in its appropriate records and issue “stop transfer” instructions to
      its transfer agent with respect to the restrictions on the transferability
      of
      such Securities.

     

    The
      Subscriber represents that the Subscriber has full power and authority
      (corporate, statutory and otherwise) to execute and deliver this Agreement
      and
      to purchase the Securities subscribed for hereby. This Agreement constitutes
      the
      legal, valid and binding obligation of the Subscriber, enforceable against
      the
      Subscriber in accordance with its terms.

     

    REPRESENTATIONS
      AND WARRANTIES BY COMPANY

     

    As
      a
      material inducement of the Subscriber to enter into this Subscription Agreement
      and subscribe for the Securities, the Company represents and warrants to the
      Subscriber, as of the date hereof, as follows:

     

    The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of New Jersey, has full power to carry on its
      business as and where such business is now being conducted and to own, lease
      and
      operate the properties and assets now owned or operated by it and is duly
      qualified to do business and is in good standing in each jurisdiction where
      the
      conduct of its business or the ownership of its properties requires such
      qualification.

     

    The
      execution, delivery and performance of this Subscription Agreement by the
      Company and the consummation of the transactions contemplated hereby have been
      duly authorized by the Board of Directors of the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      10.2

    Page
      3 of
      4

     

    The
      execution, delivery and performance of this Subscription Agreement and the
      consummation of the transactions contemplated hereby do not (i) violate or
      conflict with the Company’s Articles of Incorporation or By-Laws, (ii) conflict
      with or result (with the lapse of time or giving of notice or both) in a
      material breach or default under any material agreement or instrument to which
      the Company is a party or by which the Company is otherwise bound, (iii) violate
      any order, judgment, law, statute, rule or regulation applicable to the Company,
      except where such violation, conflict or breach would not have a material
      adverse effect on the Company. This Subscription Agreement when executed by
      the
      Company will be a legal, valid and binding obligation of the Company enforceable
      in accordance with its terms.

     

    There
      are
      no actions, suits, proceedings or investigations pending or, to the knowledge
      of
      the Company, threatened against the Company at law or in equity before or by
      any
      court or Federal, state, municipal or their governmental department, commission,
      board, bureau, agency or instrumentality, domestic or foreign which could
      materially adversely affect the Company. The Company is not subject to any
      continuing order, writ, injunction or decree of any court or agency against
      it
      which would have a material adverse effect on the Company.

     

    No
      consents, filings, authorizations or other actions of any governmental authority
      are required to be obtained or made by the Company for the Company’s execution,
      delivery and performance of this Subscription Agreement which have not already
      been obtained or made or will be made in a timely manner following the
      closing.

     

    The
      Company is not obligated to pay any commission or finders fees to any persons
      in
      connection with the sale of the Securities.

     

    MISCELLANEOUS

     

    This
      Agreement shall not be changed, modified or amended except by a writing signed
      by all parties to this Agreement, and this Agreement may not be discharged
      except by performance in accordance with its terms or by a writing signed by
      the
      party to be charged.

     

    The
      Company will use the proceeds hereof for working capital and general corporate
      purposes.

     

    Upon
      the
      execution and delivery of this Agreement by the Subscriber, this Agreement
      shall
      become a binding obligation of the Subscriber with respect to the purchase
      of
      Securities as herein provided, subject to acceptance by the
      Company.

     

    Notwithstanding
      the place where this Agreement may be executed by any of the parties hereto,
      the
      parties expressly agree that all the terms and provisions hereof shall be
      construed in accordance with and governed by the laws of the State of New York
      without regard to principles of conflicts of law.

     

    The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect. If any provision of
      this
      Agreement shall be declared by a court of competent jurisdiction to be invalid,
      illegal or incapable of being enforced in whole or in part, such provision
      shall
      be interpreted so as to remain enforceable to the maximum extent permissible
      consistent with applicable law and the remaining conditions and provisions
      or
      portions thereof shall nevertheless remain in full force and effect and
      enforceable to the extent they are valid, legal and enforceable, and no
      provisions shall be deemed dependent upon any other covenant or provision unless
      so expressed herein.

     

    It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

     

    The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    This
      Agreement may be executed in two or more counterparts each of which shall be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument.

     

    Any
      pronoun herein shall include all genders and/or the plural or singular as
      appropriate from the context.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      10.2

    Page
      4 of
      4

     

    Each
      party hereto hereby irrevocably and unconditionally submits to the jurisdiction
      of any federal or state court sitting in the County of New York in the State
      of
      New York and irrevocably agrees that all actions or proceedings arising out
      of
      or relating to this Agreement shall be litigated exclusively in such court.
      Each
      party hereto agrees not to commence any legal proceeding related hereto or
      thereto except in such courts. Each party hereto irrevocably waives any
      objection which it may now or hereafter have to the laying of the venue of
      any
      such proceeding in any such court and hereby further irrevocably and
      unconditionally waives and agrees not to plead or claim in any such court that
      any such action, suit or proceeding brought in any such court has been brought
      in an inconvenient forum. Each party hereto consents to process being served
      in
      any such action or proceeding by mailing a copy thereof by registered or
      certified mail.

     

    EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
      OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH
      PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      OF
      THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY OF THE
      OTHER
      PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
      WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
      INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
      AND CERTIFICATIONS IN THIS SECTION 3.11.

     

    [The
      remainder of this page is intentionally left blank.]

     

    IN
      WITNESS WHEREOF, the parties hereto signed this agreement on the date first
      written above.

     

    Company:

    MODERN
      MEDICAL MODALITIES CORPORATION

     

    By:
      /s/
      Baruh Hayut

    Name:       
      Baruh
      Hayut

    Title:         
      Chairman/
      Chief Executive Officer

     

    Subscriber:

     

    By:
      /s/
      Naftali Siani

    Name:
      Naftali Siani