SUBSCRIPTION AGREEMENT




                                       AND

                       PROSPECTIVE PURCHASER QUESTIONNAIRE

                            GLOBAL HOME MARKETING, INC.


<PAGE>

                             SUBSCRIPTION AGREEMENT


TO: GLOBAL HOME MARKETING, INC., "The Company", Seller


All investors are subject to the  provisions of the  subscription  agreement and
completion of the prospectus  purchaser  questionnaire which includes the amount
of shares  purchased,  the price of the shares,  the provisions of receiving the
share certificate(s), and representations and warranties that the purchaser is a
qualified  investor  who must have a minimum  net worth of  $250,000  and annual
individual  income  of  $100,000  for  each of the two  predecessor  years  or a
combined  household  income  with  spouse  of  $150,000  per  year  for  the two
predecessor years, or other substantial "sophisticated" investor indicators. The
purchaser  must complete a prospectus  purchaser  questionnaire  and must comply
with the minimum income and net worth provisions to be a "qualified" investor.



1. The undersigned hereby subscribes for the purchase of  ________________common
shares of  stock,  @$1.00  per  share,  of  Global  Home  Marketing,  Inc.  (the
"Company") in accordance with the terms and conditions of this Agreement.

2. This subscription is one of a limited number of such subscriptions for common
shares  of  stock  of the  Company.  The  execution  of  this  Agreement  of the
undersigned shall constitute an offer by the undersigned to subscribe for common
shares  of  stock  in the  amount  specified  below.  The  Seller,  Global  Home
Marketing,  Inc.,  shall have the right (in its sole  discretion) to reject such
offer for any reason whatsoever,  or, by executing a copy of this Agreement,  to
accept such offer. If such offer is accepted,  Global Home Marketing,  Inc. will
return an executed copy of this Agreement to the undersigned, along with a valid
share  certificate from the Company's  transfer agent,  National Stock Transfer,
Inc., 1512 South 1100 East, Salt Lake City, Utah 84105. If this  subscription is
rejected or if the offering is not consummated for any reason, the undersigned's
subscription  payment  will  be  returned,  uncashed,  as  soon  as  practicable
following  termination of the offering or the date of rejection,  as applicable.
It is understood that this subscription is not binding on Global Home Marketing,
Inc.  unless  and  until it is  accepted  by Global  Home  Marketing,  Inc.,  as
evidenced by its execution of this Subscription Agreement where indicated below.

3.  The undersigned hereby makes the following representations and warranties:

     a. The undersigned  has been furnished with and has carefully  reviewed the
Memorandum and documents attached thereto.

     b. All information  provided to the Global Home Marketing,  Inc., including
that in the  Prospective  Purchaser  Questionnaire,  is  true  and  correct  and
complete in all respects as of the date hereof.

     c. The undersigned is at least  twenty-one (21) years of age and sufficient
legal capacity to execute this Agreement.

     d. The undersigned has sufficient knowledge and expertise in business,  and
financial matters to evaluate the merits and risk of an investment.

     e. The  undersigned  is a qualified investor as that term is defined above.


     f. The undersigned  has analyzed and reviewed the information  contained in
the  Prospectus  and has had an  opportunity  to ask  questions  of and  receive
answers  from the  Company,  or any  person or  persons  acting  on its  behalf,
concerning the terms and conditions of this  investment,  and all such questions
have been answered to the full satisfaction of the undersigned.


     g. The  undersigned  has adequate  means of providing for his current needs
and  possible  personal  contingencies  and has no need  for  liquidity  in this
investment,  and his overall  commitment  to  investments  which are not readily
marketable is not  disproportionate  to his net worth, and his investment in the
shares will not cause such overall commitment to become excessive.


<PAGE>



     h. The  undersigned  understands  that the common shares of stock have been
registered  under the Securities Act of 1933, as amended (the "Act") pursuant to
the completion of an SB-2 Registration Statement but not with any state.

     i. The  undersigned  is  acquiring  the common  shares of stock for his own
account for  investment  purposes only and is not  purchasing the subject shares
for an undisclosed third party.

     j. If the  undersigned  is a  corporation,  partnership,  trust,  or  other
entity, it represents:

          (i) It is duly organized, validly existing, and in good standing under
     the laws of the United States of America, or elsewhere,  and has all of the
     requisite power and authority to invest in the shares as provided herein.

          (ii) Such  investment does not result in any violation of, or conflict
     with,  any  term  of  the  charter  or  bylaws  of the  undersigned  or any
     instrument to which it is bound or any law or regulation applicable to it.

          (iii) Such  investment  has been duly  authorized by all the necessary
     action on behalf of the undersigned.

          (iv) This  Agreement has been duly executed and delivered on behalf of
     the undersigned and constitutes a legal, valid and binding agreement of the
     undersigned.

     The foregoing  representations and warranties shall be true and accurate as
of the date  hereof  and as of the date of  delivery  of the  purchase  price to
Global Home Marketing, Inc., and shall survive such delivery period.

4.     Miscellaneous

     a. This Agreement, any amendments or replacements hereof, and the legality,
validity,  and  performance  of the terms  hereof,  shall be  governed  by,  and
enforced,  determined and construed in accordance with, the laws of the State of
Nevada applicable to contracts, transactions and obligations entered into and to
be performed in such State.

     b. This Agreement  contains the entire agreement  between the parties.  The
provisions of this Agreement may not be modified or waived except in writing.

     c. This Agreement and the rights, powers and duties set forth herein shall,
except  as set  forth  herein,  bind and  inure  to the  benefit  of the  heirs,
executors, administrators, legal representatives, successors and assignes of the
parties hereto. The undersigned may not assign any of his rights or interests in
and under this  Agreement  wihout the prior  written  consent of the Global Home
Marketing, Inc., and any attempted assignment without such consent shall be void
and without effect.

     d. It is  understood  that this  Subscription  is offered on a subject  top
prior sale basis and is not binding on Global  Home  Marketing,  Inc.  until the
Company accepts it, which  acceptance is at the sole  discretion of Company,  by
executing this Subscription Agreement where indicated.

                                       -2-



<PAGE>


5.  Subscription.   The  undersigned  hereby  subscribes  for  the  purchase  of
______________common shares of stock of Global Home Marketing, Inc. and encloses
payment in the amount of $ ____________($1.00 per share) payable to "Global Home
Marketing, Inc., Special Account"

                       TYPE OF OWNERSHIP

                    _________ Individual

                    _________ Joint Tenants with Right of Survivorship

                    _________ Tenants in Common

                    _________ Community Property

                    _________ Other


Executed this _______ day of _________, 2001, at _______________________________

________________________________________________________________________________



______________________________________________
Print Name


______________________________________________
Signature of Investor


______________________________________________
Social Security or other identification number

If the Investor  has  indicated  that the shares will be held as joint  tenants,
tenants in common or as community property, please complete the following:


______________________________________________
Print Name of Spouse or Other Investor


______________________________________________
Signature of Spouse or Other Investor


______________________________________________
Social Security or other identification number


                                       -3-


<PAGE>


If the Investor is a partnership, corporation or trust, complete the following:





______________________________________________
Name of Partnership, Corporation or Trust
                                                 (affix seal, if any)


By:
   ___________________________________________



______________________________________________
Print Name of Individual Signing



______________________________________________
Capacity of Individual Signing




Accepted


Global Home Marketing, Inc.


By:
   ___________________________________________

Title:
      ________________________________________


______________________________________________
Date of Acceptance



                                      -4-
<PAGE>


                    PROSPECTIVE PURCHASER QUESTIONNAIRE



TO: GLOBAL HOME MARKETING, INC.


To Whom It May Concern:

The information  contained  herein is being furnished to you in order for you to
determine  whether the undersigned may purchase common shares of stock of Global
Home  Marketing,  Inc.,  pursuant to an SB-2  Registration  Statement,  from the
Company. The undersigned herein states that he (she) is a qualified investor and
has knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of the proposed investment.

The undersigned further represents that (i) the information  contained herein is
complete  and  accurate  and may be relied upon by you and (ii) the  undersigned
will notify you  immediately of any material  change in any of such  information
occurring prior to the purchase of the subject common shares of stock.

The  undersigned  understands  and agrees that this  questionnaire  will be kept
strictly confidential.

In accordance with the foregoing, the following  representations and information
are hereby made and furnished by:



______________________________________________
Print Name of Prospective Purchaser




______________________________________________
Signature of Prospective Purchaser
















                                        1


<PAGE>


  INSTRUCTIONS:      Please answer all questions. If the answer to any questions
                     is "None" or "Not Applicable," please so state.


 1 Full Name _______________________________________

    Social Security Number _________________________

    Age ________

    Occupation _____________________________________

    Citizenship___________________  Number of Dependents ___________

 Residential Address:

 ______________________________________________________

 ______________________________________________________



       Please indicate your preferred mailing address:

       (  ) Residential (  ) Business

2.   Was your  income  (from all  sources)  for each of the two latest  complete
     calendar years more than (check one):

   ______$ 30,000     _____$ 50.000     _____$100,000       _____$150,000
   ______$200.000     _____$250.000     _____$300,000       _____$350.000

     (a)  What percentage of your income as shown above was derived from sources
          other than salary?

          ___________________%

     (b)  Approximately  what  percentage of your income as shown above remained
          after payment of Federal,  state and local taxes, and after payment of
          all ordinary and necessary living expenses?

          ___________________%

    (c)   Does the above income represent your joint income with your spouse?

          Yes _______    No _______

3.   Is your  income from all  sources  anticipated  for the current tax year in
     excess of (check one):

   ______$ 30,000     _____$ 50.000     _____$100,000       _____$150,000
   ______$200.000     _____$250.000     _____$300,000       _____$350.000


     (a)  Does the above income represent your joint income with your spouse?

          Yes _______    No _______


                                        2


<PAGE>


4. Is your net worth as of the date hereof in excess of (check one):


   ______$ 30,000     _____$ 50.000     _____$100,000       _____$150,000
   ______$200.000     _____$250.000     _____$300,000       _____$350.000

     (a)  What  percentage  of your  net  worth as shown  above is  invested  in
          restricted  securities or investments in marketable securities (stock.
          bonds, debentures, or notes)?

        Restrictive securities   ______________%

        Marketable securities    ______________%

                                 ==============%

     (b)  Do these net worth  representations  include your spouse's  assets and
          liabilities?

          Yes _______    No _______

     (c)  What  percentage  of your net worth as shown above  constitutes  home,
          furnishings, and automobiles? _____________%


     (d)  What  percentage of your net worth as shown above  constitutes  liquid
          assets (cash or assets readily convertible to cash)? _____________%

5.   For investors other than natural persons:

     (a)  Type of entity.  Corporation _______ Trust _______ Partnership _______
          Other (specify) ___________________

     (b)  Date or organization: ____________________

     (c)  Number of equity owners (stockholders, partners, beneficiaries, etc.):

     (d)  Was the entity  formed for the primary  purpose of investing in direct
          participation programs or other passive investments?

          Yes _______    No _______

6.   Please supply the following information with respect to the bank (or banks)
     at which you maintain a regular checking account:

    Name of Bank:_____________________________

    Address:__________________________________

    Telephone:________________________________

    Contact:__________________________________

7.  (a) Are you  aware  that  the  securities  proposed  to be  offered  will be
        nonmarketable,  requiring  your  capital  investment  to be  maintained
       for  an indefinite period of time?

       Yes _______    No _______




                                        3


<PAGE>


     (b)  Do you have any  investments or contingent  liabilities  which you can
          reasonably   anticipate   could   cause  the  need  for  sudden   cash
          requirements in excess of cash readily available to you'.'

          Yes _______    No _______


          If "Yes," please explain.

          ______________________________________________________________________

          ______________________________________________________________________

          ______________________________________________________________________


8.   Please list your business or professional  educational  background (schools
     attended and degrees obtained):

     Schools                        Degree              Dates Attended

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


9.   Please  list any  professional  licenses  or  registrations  including  bar
     admissions, accounting certifications,  real estate brokerage licenses, and
     SEC or state broker-dealer registrations, held by you:


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



10.  Please list your principal  employment and business  activities  during the
     last five years, as well as any relevant financial experience.

     Employer                     Position/Title             Employment Dates



________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


11.  Please describe your experience as an investor, including amounts invested,
     in securities, particularly investments in nonmarketable securities.



________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                        4


<PAGE>


12.  Have you participated in other private placements of securities?

     Yes _______    No _______

I understand  that the Company will be relying on the accuracy and  completeness
of my responses to the  foregoing  questions  and I represent and warrant to the
Company as follows:

     i.   The answers to the above  questions are complete and cornea and may be
          relied upon by the  Company in  determining  whether  the  offering in
          which I propose to participate is exempt from  registration  under the
          Securities Act of 1933, as amended;

     ii.  I will notify the Company  immediately  of any material  change in any
          statement made herein occurring prior to the closing of any purchase.

     iii. I, am a  "qualified  investor"  as that term is  defined  above,  have
          sufficient  knowledge and experience in financial and business matters
          to evaluate the merits and risks of the prospective investments;  I am
          able to bear the economic risk of the investment  and currently  could
          afford a complete loss of such investment



    IN WITNESS WHEREOF, I have executed this Prospective Purchaser Questionnaire
    this _____ day of____________



_______________________________            __________________________________
Prospective Purchaser                      Prospective Purchaser
Signature                                  Signature



_______________________________            __________________________________
Print Name                                 Print Name

Sworn to me this _____ day of _____________, 199


_______________________________
Notary Public


_______________________________
My commission expires:                            (Notarial Seal)















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