INVESTMENT
LETTER





CAPITAL
EQUITY FINANCE, INC.


5775
Blue Lagoon Drive


Suite
100


Miami,
Florida 33126





January
5, 2008





Ladies
and Gentlemen:





You have
informed the undersigned (the “Purchaser”) that CAPITAL EQUITY FINANCE, INC, a
Florida corporation that has no assets and no business other than to seek a
merger with a private operating business (the “Company” or “you”), wishes to
raise a maximum of Thirty Thousand Dollars USD ($30,000 USD) to pay for
administrative, accounting, and legal expenses from various accredited investors
by selling the Company’s Common Stock, $0.001 par value (the “Shares”), at a
price of Two and One-Half Cents USD ($0.025 USD) per Share.





I, the
Purchaser, understand that you will rely on the following information to confirm
that I am an “Accredited Investor”, as defined in Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), and that I am
qualified to be a Purchaser.





I, the
Purchaser, also understand that this Agreement is entered into solely upon the
premise that the purchase and sale of the Shares and any resale thereof will be
made in compliance with the exemption from registration afforded by the
provisions of Regulation S (“Regulation S”) as promulgated under the Securities
Act of 1933, as amended (“Securities Act”), unless the resale thereof is made
pursuant to registration under the Securities Act or pursuant to an applicable
exemption therefrom.





In
connection with and as consideration for the receipt of ____________ Shares for
a total price of $______________ USD by the undersigned Purchaser, the Purchaser
hereby represents, warrants, covenants and agrees as set forth
below.





1.           Purchase
Entirely for Own Account. The Shares are being acquired for investment purposes
only, for the Purchaser's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and the Purchaser has no
present intention of selling, granting any participation in, or otherwise
distributing the Shares or any portion thereof. Further, the Purchaser does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to all or any portion of the Shares.





2.           Non-Affiliate
Status; Common Stock Ownership. Purchaser represents and warrants that it is
neither an affiliate nor an associate (as such terms are defined in Rule 12b-2
promulgated under the Exchange Act) of the Company or of any other Purchaser and
is not acting in association or concert with any other Purchaser in regard to
its purchase of the Shares or otherwise in regard to the Company. Such
Purchaser's investment in the Shares is not for the purpose of acquiring,
directly or indirectly, control of, and it has no intent to acquire or exercise
control of, the Company or to influence the decisions or policies of the
Company's Board of Directors.


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3.           Hedging.  Purchaser
represents and warrants that for offers and sales of the Shares,
that it will not engage in hedging transactions with regard to such securities
prior to the expiration of one (1) year from the end of the distribution period
unless in compliance with the Securities Act.




4.           Offshore
Transaction. Purchaser represents and warrants that:




a.           It
is not a citizen or resident of the United States of America, or it is a U.S.
person who purchased securities in a transaction that did not require
registration under the Securities Act;




b.           It
is not acquiring the securities for the account or benefit of any U.S. person;
and




c.           At
the time the purchase order for the Shares is originated by the Purchaser, the
Purchaser was outside of the United States of America, the purchase by the
Purchaser having occurred in the Country of _______________ and in the City of
__________ on or about ____________________, 2008.




5.           No
Securities Act Registration. The Purchaser understands that the Shares have not
been registered under the Securities Act by reason of a specific exemption or
specific exemptions from the registration provisions of the Securities Act which
depend upon, among other things, the bona fide nature of the Purchaser's
investment intent as expressed herein.





6.           Restricted
Securities. The Purchaser acknowledges that, because the Shares have been issued
to a founder of, or early investor in, a shell company or blank check company,
the Shares must be held by the Purchaser indefinitely unless subsequently
registered under the Securities Act, or unless the federal securities laws are
amended to reduce applicable holding periods and/or to eliminate founder
securities resale restrictions.  Therefore, the provision of Rule 144
promulgated under the Securities Act that permits the limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions is not available for the resale of the Shares under current
law.





7.           No
Market for Shares.  The Purchaser is fully aware that there is no
public market where the Shares may be resold, that the Shares are illiquid, and
that the Purchaser must hold the Shares indefinitely.





8.           No
Representations by the Company.  The Purchaser represents to the
Company that the Company has not made any representations or promises, material
or otherwise, concerning the Company, its business model, the target of any
proposed acquisition, the Company’s prospects for a merger, its financial
condition, or the backgrounds of any individual involved in the Company or in
selling the Shares, as an inducement to purchase the Shares.





9.           Information.  The
Purchaser is aware that all information about the Company is either set forth in
this Investment Letter or in the Company’s Form 10-SB, as amended, filed by the
Company with the U.S. Securities & Exchange Commission (“SEC”) at
www.sec.gov (by following the link to “Filing and Forms (EDGAR),” then “Search
for Company Filings”, then “Companies & Other Filers” and then entering the
words “Capital Equity Finance”), and in other disclosure documents filed by the
Company with the SEC from time to time.


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10.           Accredited
and Sophisticated Investor. The Purchaser represents and warrants that: (a)
either alone or with the Purchaser's professional advisor or advisors, he or she
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of acquiring the Shares, (c) is able
to bear the economic risk of the investment in the Shares, including a complete
loss of the investment, and (c) (a) is an accredited investor as defined in Rule
501(a) of Regulation D of the Securities and Exchange Commission; and, because
Purchaser:




(CHECK
ALL BOXES BELOW THAT APPLY TO YOUR CIRCUMSTANCES)




INDIVIDUALS




____                      (a)           is
an individual with a net worth, or a joint net worth together with his or her
spouse, in excess of $1,000,000 USD.  (In calculating net worth, you
may include equity in personal property and real estate, including your
principal residence, cash, short-term investments, stock and
securities.  Equity in personal property and real estate should be
based on the fair market value of such property minus debt secured by such
property.)





____                      (b)           is
an individual that had an individual income in excess of $200,000 USD in each of
the prior two years and reasonably expects an income in excess of $200,000 USD
in the current year; or





____                      (c)           is
an individual that had with his/her spouse joint income in excess of $300,000
USD in each of the prior two years and reasonably expects joint income in excess
of $300,000 USD in the current year.





____                      (d)           is
a director or executive officer of Capital Equity Finance, Inc. or its
subsidiaries.




ENTITIES





____                      (e)           is
an entity all of whose equity owners meet one of the tests set forth in (a)
through (d) above.





____                      (f)           is
an entity, and one or more of the following statements is applicable (check the
applicable boxes):


____                      (i)           The
Purchaser (or, in the case of a trust, the Purchaser trustee) is a bank or
savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A),
respectively, of the Securities Act acting either in its individual or fiduciary
capacity.





____                      (ii)           The
Purchaser is an insurance company as defined in Section 2(13) of the Securities
Act.





____                      (iii)           The
Purchaser is an investment company registered under the Investment Company Act
of 1940 or a business development company as defined in Section 2(a)(48) of that
Act.





____                      (iv)           The
Purchaser is 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.





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____                      (v)           The
Purchaser is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974 and either (check one
or more, as applicable):





____
            (a)
            the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company, or registered investment adviser;
  or





____
            (b)
            the
      employee benefit plan has total assets in excess of $5,000,000 USD;
      or


____
              (c)
              the
      plan is a self-directed plan with investment decisions made solely by
      persons who are “Accredited Investors” as defined under the 1933
      Act.


____                      (vi)           The
Purchaser is a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.





____                      (vii)           The
Purchaser has total assets in excess of $5,000,000 USD, was not formed for the
specific purpose of purchasing the Shares and is one or more of
the following (check one or more, as appropriate):





____
            (a)
            an
      organization described in Section 501(c)(3) of the Internal Revenue Code;
      or


____
              (b)
              a
      corporation; or
 ____
                (c)
                a
      Massachusetts or similar business trust;
or
 ____
                  (d)
                  a
      partnership; or


____
            (e)
            a
      plan established by a state, its political subdivisions, or any agency or
      instrumentality of a state or its political subdivisions, for the benefit
      of its employees.





____                      (viii)                      The
Purchaser is a trust with total assets exceeding $5,000,000 USD, which was not
formed for the specific purpose of purchasing the Shares and whose purchase is
directed by a person who has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of the
investment in the Shares.





11.           Opportunity
to Ask Questions. No offering memorandum or prospectus is being distributed in
connection with this offer. Therefore, the Purchaser has had an opportunity to
ask questions of, and receive answers from, the Company or its representatives
concerning the terms of the Purchaser's investment in the Shares; all such
questions have been answered to the full satisfaction of the Purchaser, and the
Purchaser has had the opportunity to request and obtain any additional
information the Purchaser deemed necessary to verify or supplement the
information contained therein.


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12.           Investment
Risks. The Purchaser recognizes that an investment in the Shares and the
investment in any shell corporation involves substantial risks, and the
Purchaser is fully aware of and understands all of the risk factors related to
the acquisition of the Shares. The Purchaser has determined that the acquisition
of the Shares is consistent with the Purchaser's investment objectives. The
Purchaser is able to bear the economic risks of an investment in the Shares, and
at the present time could afford a complete loss of such
investment.





13.           Limitation
on Manner of Offering. The Shares were not offered to the Purchaser by any means
of general solicitation or general advertising.





14.           Tax
and Other Matters. The Purchaser is not relying on the Company with respect to
tax and other economic considerations involved in the acquisition of the Shares.
The Purchaser has carefully considered and has, to the extent the Purchaser
believes such discussion necessary, discussed with the Purchaser's professional,
legal, tax, accounting and financial advisors the suitability of an investment
in the Shares for the Purchaser's particular tax and financial situation and the
Purchaser has determined that the Shares are a suitable investment for
him.





15.           Restrictive
Legends. The Purchaser understands that the Shares shall bear one or more of the
following restrictive legends:





(a) "The
Shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any state, and
transfer is prohibited except in accordance with the provisions of Regulation S
(Rule 901 through Rule 905, and Preliminary Notes), pursuant to an effective
registration statement under the Securities Act and applicable state securities
laws, or pursuant to an available exemption from registration under said
Securities Act and applicable state securities laws, and hedging transactions
involving those securities may not be conducted unless in compliance with the
Securities Act and applicable state securities laws."





(b) Any
legend required by applicable state law.





16.           Successors.
The representations and warranties contained herein shall be binding upon the
heirs, executors, administrators, personal representatives and other successors
of the Purchaser and shall inure to the benefit of and be enforceable by the
Company.





17.           Address.
The address, telephone number and facsimile number set forth at the end of this
Investment Letter are the Purchaser's true and correct address.





18.           Counsel.
The Purchaser has had the opportunity to discuss this Investment Letter with
counsel of its selection, and the Purchaser has availed itself of the
opportunity to do so to the extent he or she desires. The Purchaser is not
relying upon the advice of the Company or counsel to the Company to advise the
Purchaser in connection with the risks and merits of consummating the
transactions contemplated by this Investment Letter.





19.           Governing
Law. The terms of this Investment Letter shall be governed by and construed in
accordance with the laws of the State of Florida applicable to contracts made
and to be performed entirely within Florida.




20.           Entire
Agreement.  This Investment Letter sets forth the entire understanding
of the parties hereto with respect to their commitments to each other and their
undertakings vis-à-vis each other on the subject matter hereof.  Any
previous agreements or understandings among the parties regarding the subject
matter hereof are merged into and superseded by this Investment
Letter.


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SHAREHOLDER





_______________________________              _______________________________


(Signature)                                                                           (Signature
of Spouse)





_______________________________             _______________________________


(Print
Name)                                                                           (Print
Name)





_______________________________          ________________________________


(Dated)                                                                                 
 (Dated)





Mailing
Address:                  _______________________





_______________________





_______________________





_______________________





Telephone:                            _______________________





U.S. Tax
ID
Number:             _______________________








Number of
Shares:____________________





Purchase
Price: $_____________________USD








We Accept
the above Investment.





CAPITAL
EQUITY FINANCE, INC.











By:_________________________________


Luz M.
Weigel


President








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