EX-10.i.2

                          AMERICAN FAMILY COOKIES, INC.

                             SUBSCRIPTION AGREEMENT

      The  undersigned  hereby  acknowledges  receipt  of the  Prospectus  dated
________,2002  of American  Family  Cookies,  Inc.  and the  undersigned  hereby
subscribes  in  accordance  with  the  terms  and  conditions  specified  in the
Prospectus to the following number of Shares.

           (A) Number of Shares subscribed for ____________________.

           (A) Price per Share: $2.00.

           (A) Total subscription price (Line A x Line B) $_________________.

      Enclosed  is either (a) my check,  bank  draft or postal or express  money
order, for the full  subscription  price stated on Line C above,  which has been
made payable to  "Continental  Stock Transfer & Trust Company,  as Escrow Agent"
for the benefit of American Family Cookies,  Inc., or (b) the Swift of RABA wire
transfer  confirmation  assigned by my bank to my payment and confirmed to me by
my bank.

           The wire instructions are as follows:

           Name:      Continental Stock Transfer & Trust Co. aaf American
                      Family Cookies, Inc.

           Or:        CST&T aaf American Family Cookies, Inc.

           Bank:      JP Morgan Chase Bank

           Account:   530-053861

           ABA#: 021000021

      It is  understood  that this  Subscription  is  subject to  allotment  and
American Family Cookies, Inc. reserves the right to reject all or any portion of
this  subscription in its sole discretion for any reason whatsoever by refunding
all monies paid without interest. The cashing of any check, bank draft or postal
or express money order will not be deemed to be an acceptance in the whole or in
part of any  subscription.  In the event less than the minimum  number of Shares
are sold  within  the time  allotted  for such sale,  along  with any  permitted
extensions  thereof,  then the  funds  deposited  in a special  account  will be
promptly  refunded  in full  without  interest to the  subscriber  by the Escrow
Agent, Continental Stock Transfer & Trust Company.

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Dated:____________________, 2002


-------------------------------                 -----------------------------
Subscriber - Print or Type Name                       Telephone Number


-------------------------------                 -----------------------------
      Address - (Street)                            Taxpayer Identification
Number

-------------------------------                 -----------------------------
City        State      Zip Code                     Subscriber - Signature


                                                -----------------------------
                                                    Subscriber - Signature
                                                    (For joint subscribers)


                     THE SUBSCRIPTION AGREEMENT AND PAYMENT
                      FOR THE SHARES SHOULD BE RETURNED TO:

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                                17 BATTERY PLACE
                                    8TH FLOOR
                               NEW YORK, NY 10004
                          ATTENTION: ESCROW DEPARTMENT


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             Please complete the following additional information
            (Incomplete Agreements May Result in Processing Delay)

1.    LEGAL FORM OF OWNERSHIP (CHECK ONE)

      [ ] Individual Ownership
      [ ] Joint Tenant with Right of Survivorship (both parties must sign)
      [ ] Tenants in Common (both parties must sign)
      [ ] Tenants by the Entireties (both parties must sign)
      [ ] Community Property (both parties must sign)
      [ ] Partnership
      [ ] Corporation
      [ ] Trust (date established)
      [ ] Uniform Transfer to Minor Act, State of ________________.
      [ ] Street Name (in the name of the Brokerage House or Clearing Agent)

      IF A TAX-EXEMPT ENTITY, PLEASE INDICATE TYPE AND DATE:

      [ ] IRA/KEOGH                   (date established)
      [ ] Benefit Plan                (date established)
      [ ] Qualified Retirement Plan   (date established)

2.    REGISTRATION

      Please print below the exact name(s) in which Shares are to be registered.
Include Trust name(s) if applicable.

3.    REGISTRATION ADDRESS

      Name:__________________________________

      Address:_______________________________

      City/States:___________________________

      Zip:___________________________________


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                     TELEPHONE NUMBER(S) FOR CALL-BACKS AND
         PERSON(S) DESIGNATED TO CONFIRM FUNDS TRANSFER INSTRUCTIONS

If to Issuer:

            NAME                                      TELEPHONE NUMBER
            ----                                      ----------------

1.    ____________________________                    _______________________

2.    ____________________________                    _______________________

3.    ____________________________                    _______________________

If to Depositor see Subscription Agreement.


Telephone  call-backs  shall  be made to each  Issuer  and  Depositor  if  joint
instructions are required pursuant to this Subscription Agreement.

(Wire transfers of funds MUST identify the name of the subscriber or the name of
the person sending the wire transfer.)