Exhibit 10.2


           SUBSCRIPTION AGREEMENT



New Harvest Capital Corporation
225 West 37th Street
New York, NY 10018

Dear Sirs:

The undersigned (the "Investor") hereby
tenders his subscription for and offers to
acquire 13,860,000 shares of Common Stock
(the "Shares") of New Harvest Capital
Corporation (the "Company").

The Company represents and warrants to the
Investor that (a) the authorized number
of Shares is 300,000,000; and (b) the
issued and outstanding number of Shares as
of February 1, 2002 is 88,999,999.

1.   Subscription.   The purpose of this
is to issue 13,860,000 Shares to me in
exchange for  services rendered to the
Company in the amount of $75,800 ($.005 per share)
through January 31, 2002 and the cancellation
of the $6,500 you owe the Company.  In
addition, you agree not to charge the Company
any additional fees for management services
until July 31, 2002.

2.   Representations of the Investor.
The Investor, recognizing that the Company
will be relying on the information and on the
representations set forth herein, hereby
represents, warrants and agrees as follows:

     (a)  The Investor understands that the offer
     and sale of the Shares is being made by
     means of this Subscription Agreement,
     and is aware of the high degree of risk
     associated with an investment in the Shares.

     (b)  The Investor is a person who is able to bear
     economic risks including a loss of
     an investment in the Shares.

     (c)  The Investor is purchasing the Shares
     issued pursuant to this Subscription
     Agreement for his own account for investment,
     and not with a view to or for sale in
     connection with the distribution of the
     Shares nor with any present intention of selling
     or otherwise disposing of all or any part
     of the Shares; provided, however, the Investor
     shall have the right to transfer the
     securities to third parties pursuant to an
     exemption from registration under the
     Securities Act of 1933 (the "Act").
     In connection with any such future transfer,
     the Company will accept an acceptable opinion
     of counsel to the Investor as to the existence
     of any exemption.  The Investor hereby acknowledges his
     understanding that the Shares are not being
     registered under the Act or any state
     securities laws, on the ground that the
     issuance and sale of the Shares to the Investor
     is exempt under the Act and relevant state
     securities laws, as a small offering and not
     involving a public offering.  The Investor agrees
     not to sell the Shares unless they are
     subsequently registered or an exemption
     from such registration is available.

     The Investor further acknowledges his
     understanding that the Company's reliance on
     such exemptions are, in part, based upon
     the foregoing representations, warranties,
     and agreements by the Investor and that the
     statutory basis for such exemptions would
     not be present, if notwithstanding such
     representations, warranties and agreements,
     the undersigned were acquiring the Shares
     for resale on the occurrence or non-occurrence
     of some predetermined event.  In order to induce
     the Company to issue and sell the Shares
     subscribed for hereby to the Investor, it is
     agreed that the Company will have no obligation
     to recognize the ownership, beneficial or
     otherwise, of such Shares by anyone but
     the Investor, except as set forth herein.

     (d)  All information contained in this
     Subscription Agreement is correct and
     complete.  Any material change occurring
     in this Subscription Agreement prior to
     acceptance of this subscription shall be promptly
     reported to the Company.  The Investor, in
     connection with his investment in the Company,
     has sufficient knowledge and experience in
     matters relating to business and financial
     matters in general and he is capable of
     evaluating the merits and risks of an
     investment in the Company and of
     making an informed investment decision.

     (e)  The address set forth in this
     Subscription Agreement is his true and correct
     primary residence, and he has no present
     intention of becoming a resident of any other
     state or jurisdiction.

     (f)  The Investor acknowledges and is aware
     that, except as set forth herein, the
     Investor will not transfer or assign this
     subscription, the Shares or any interest therein;
     if and to the extent this subscription is accepted,
     the assignment and transferability of
     the Shares subscribed for by the Investor will
     be governed by this Subscription
     Agreement and all applicable laws.

     (g)  The Investor acknowledges and is aware
     that this subscription is voidable by the
     Investor within three days after the first
     tender of consideration is made by the
     Investor to the Company, an agent of the
     Company or an escrow agent.  Subsequent
     to this three day period, the Investor is
     not entitled to cancel, terminate or revoke this
     subscription, and any agreements of the Investor
     in connection herewith shall survive
     the death or disability of the Investor.

     (h)  The Investor has been given access to
     full and fair disclosure of all material
     information concerning the Company. The
     Investor has also been given the opportunity
     to ask questions of, and receive answers from,
     management of the Company regarding
     the terms and conditions of this Agreement,
     and the transactions contemplated thereby,
     as well as the affairs of the Company and
     related matters.

     The Investor may have access to whatever
     additional information concerning the
     Company, its financial condition, business,
     prospects, management, capitalization, and
     other similar matters, that the Investor or
     his purchaser representative, if any, desires,
     provided that the Company can acquire such
     information without unreasonable effort
     or expense.

     (i)  The Investor has received and carefully
     reviewed the Memorandum, and except
     for the Memorandum, the Investor has not
     been furnished with any other materials or
     literature relating to the offer and sale of the Shares.

     (j)  The Investor has had the opportunity to
     obtain additional information necessary
     to verify the accuracy of the information
     referred to in subparagraphs (h) and (i)
     hereof.

     (k)  The Investor acknowledges that the
     proposed use of proceeds from the purchase of the
     Shares in this offering is for general working
     capital purposes.

     (l)  The Investor acknowledges that the shares
     of Common Stock to be issued pursuant to this
     Subscription Agreement will be legended as follows:

          THE SECURITIES EVIDENCED OR CONSTITUTED
          HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD,
          TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
          THE REGISTRATION PROVISIONS OF THE SECURITIES
          ACT OF 1933 ("THE ACT") HAVE BEEN COMPLIED WITH
          OR UNLESS THE COMPANY HAS RECEIVED AN OPINION
          OF ITS COUNSEL OR COUNSEL REASONABLY
          SATISFACTORY TO THE COMPANY THAT SUCH
          REGISTRATION IS NOT REQUIRED.

     (m)  This Subscription Agreement superceeds any
     and all documents, agreements, whether written
     or oral, or other commitments heretofore entered
     having to do with ownership of the Company
     between the Investor and the Company.

     3.   Indemnification. The Investor hereby agrees
to indemnify and hold harmless the Company, its
respective officers, directors, shareholders,
employees, agents and attorneys of each such
entity against any and all losses, claims, demands,
liabilities and expenses (including reasonable
legal or other expenses incurred by each such
person in connection with defending
or investigating any such claims or liabilities,
whether or not resulting in any liability to such
person) to which any such indemnified party may
become subject under the Act, under any
other statute, at common law or otherwise,
insofar as such losses, claims, demands, liabilities
and expenses (a) arise out of or are based upon
any untrue statement or alleged untrue
statement of a material fact contained in
this Subscription Agreement or (b) arise out
of or are based upon any breach of any
representation, warranty or agreement contained herein.

     4.   Survival of Representations, Warranties
and Agreements.  The representations, warranties
and agreements contained herein shall survive the
delivery of, and payment for, the Shares.

     5.   Acceptance of Subscription.  The
Company may accept this Subscription Agreement
at any time for the Shares subscribed for by
executing a copy hereof as provided
and notifying the Investor.  The Investor
understands that the Company may, in its sole
discretion, reject this subscription or may
accept only a portion of this subscription.




             SIGNATURE PAGE


     IN WITNESS WHEREOF,  the undersigned has executed
this Subscription Agreement this 15th day of
February, 2002.


Individual Signature:

/s/Joseph L. Murphy
   Joseph L. Murpny

Print Name of Subscriber


Number of Shares Subscribed for: 13,860,000

Social Security Number________________


Address:                     Address for notices if different:
________________________     ___________________________
Number and Street            Number and Street

________________________     ___________________________
City    State   Zip Code     City      State    Zip Code




                    ACCEPTANCE OF SUBSCRIPTION


                 NEW HARVEST CAPITAL CORPORATION


     The foregoing subscription is hereby accepted by
New Harvest Capital Corporation this 15th day of
February, 2002, for 13,860,000 Shares.


                             NEW HARVEST CAPITAL CORPORATION


                             By: /s/Joseph L. Murphy
                                   Name:  Joseph L. Murphy
                                   Title: President