EX 10.2


    
      SUBSCRIPTION
        AGREEMENT

       

      Made
        and
        signed as of the ___ day of __________ (month) 2007.

       

      
        	BETWEEN:	
                _____________________

              


      

       

      (the
        “Investor”)

       

      
        	AND:	
                Cherry
                  Tankers Inc.

              


      

       

      (the
        “Company”)

       

      
        	WHEREAS:	
                the
                  Board of Directors of the Company determined that it is in the
                  Company’s
                  best interests to raise capital by means of the issuance of shares
                  of
                  Common Stock in the Company (the “Shares”) all on the terms and conditions
                  more fully set forth in this Agreement;
                  and

              


      

       

      WHEREAS: the
        Investor wishes to invest in the Company pursuant to the terms and conditions
        more fully set forth in this Agreement; and

       

      NOW
        THEREFORE THE PARTIES AGREE AS FOLLOWS:

       

      Preamble
        and Exhibits; Investment

       

      
        	1.	
                a)   
                  The
                  Preamble to this Agreement and the Exhibits hereto constitute an
                  integral
                  part hereof.

              


      

       

      
        	
              	b)	
                Subject
                  to the terms and conditions hereof, the Investor is acquiring from
                  the
                  Company, in consideration of US$_______ paid by the Investor to
                  the
                  Company, _____________ Shares at a price of US$ 0.025 per Share.
                  Subject
                  to the Company’s acceptance of the Investor’s subscription and the
                  Investor’s payment in full of the purchase price, the Shares will be duly
                  authorized, validly issued, fully paid-up, non-assessable and free
                  of all
                  mortgages, charges, pledges, claims, liens and encumbrances and
                  any third
                  party rights created by the Company and will be entitled to all
                  rights to
                  which the Company’s Shares are
                  entitled.

              


      

       

      Declarations
        of the Company

       

      
        	2.	
                The
                  Company covenants, represents and warrants the following to be
                  true and
                  correct:

              


      

       

      
        	
              	a)	
                The
                  Company is a Delaware corporation, formed by filing its Certificate
                  of
                  Incorporation with the Secretary of State of the State of Delaware
                  on
                  March 30, 2007 under the Delaware General Corporation
                  Law.

              


      

       

      
        	
              	b)	
                The
                  Company has the necessary power and authority to execute and deliver
                  this
                  Agreement, to allot the Shares hereunder and to carry out and perform
                  its
                  obligations hereunder. This Agreement is valid and binding upon
                  the
                  Company and enforceable in accordance with its terms, subject to
                  applicable liquidation, wind-up, insolvency,
                  reorganization,

              


      

       


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      moratorium
        and similar laws affecting creditors’ rights and remedies generally and subject,
        as to enforceability, to general principles of equity. This Agreement does
        not
        require the consent or approval of any third party in order for it to be
        fully
        binding on and enforceable against the Company. The execution and delivery
        of
        this Agreement by the Company does not, and the consummation of the transactions
        contemplated hereby and the performance by the Company of the provisions
        of this
        Agreement will not, violate any provisions of the Company’s Certificate of
        Incorporation.

       

      
        	
              	c)	
                Neither
                  the Company nor any of its affiliates nor any person acting on
                  its or
                  their behalf (i) has conducted or will conduct any general solicitation
                  (as that term is used in Rule 502(c) of Regulation D) or general
                  advertising with respect to any of the Shares, or (ii) made any
                  offers or
                  sales of any security or solicited any offers to buy any security
                  under
                  any circumstances that would require registration of the Common
                  Stock
                  under the Securities Act of 1933.

              


      

       

      Declarations
        of Investor

       

      
        	3.	
                The
                  Investor covenants, represents and warrants the following to be
                  true and
                  correct:

              


      

       

      
        	
              	a)	
                The
                  Investor understands that the Shares are being sold in connection
                  with an
                  offering by the Company of an aggregate of up to 2,000,000 (two
                  million)
                  shares of Common Stock for total proceeds of up to $50,000 (fifty
                  thousand
                  dollars). 

              


      

       

      
        	
              	b)	
                The
                  Investor understands and acknowledges that the Shares are being
                  offered
                  and sold under one or more of the exemptions from registration
                  under the
                  Securities Act of 1933, as amended (the “Act”), that the Investor is
                  purchasing said Shares without being offered or furnished any offering
                  literature, prospectus or other material, financial or otherwise,
                  except
                  as noted herein, that this transaction has not been scrutinized
                  by the
                  United States Securities and Exchange Commission or by any regulatory
                  authority charged with the administration of the securities laws
                  of any
                  state. The Investor hereby further represents and warrants as
                  follows:

              


      

       

      
        	
              	i)	
                The
                  Investor confirms that the Investor understands and has fully considered,
                  for purposes of this investment, the risks of any investment in
                  the Shares
                  and that the Investor understands that: (i) this investment is
                  suitable
                  only for an investor who is able to bear the economic consequences
                  or
                  losing the Investor’s entire investment, (ii) the purchase of Shares is a
                  speculative investment which involves a high degree of risk of
                  loss by the
                  Investor of the Investor’s entire investment, and (iii) that there is no
                  public market for the Shares and accordingly, it may not be possible
                  for
                  the Investor to liquidate the Investor’s investment in the Shares in case
                  of an emergency. The Investor

              


      

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      understands
        that the following factors, among others, could cause the loss of any or
        all of
        the Investor’s investment. 

       

      
        	
              	(1)	
                The
                  Company currently does not have enough working capital to satisfy
                  its
                  capital needs. The Company is dependent upon its management team
                  to fund
                  its ongoing operations, and cannot be certain that future financing
                  will
                  be available to it on acceptable terms when it needs it. The Company
                  can
                  give no assurances that it will be able to sell any portion of
                  this
                  offering or that management will continue to fund its ongoing operations.
                  This, along with the possibility of other factors and circumstances
                  the
                  Company cannot predict, may require it to seek additional financing
                  faster
                  than anticipated. If the Company is unable to obtain financing
                  to meet its
                  needs, the Investor may lose all of the Investor’s investment.
                  

              


      

       

      
        	
              	(2)	
                The
                  Company’s officers and directors will only devote a limited amount of time
                  to the Company. Their divided interests may hinder the Company's
                  ability
                  to generate revenue. This could result in missed business opportunities
                  and worse-than-expected operating results. The Investor may lose
                  the
                  Investor’s entire investment.

              


      

       

      
        	
              	(3)	
                Management
                  has never operated in the industry in which it intends to operate.
                  This
                  lack of experience may result in the Company’s needing to employ outside
                  experts that have such experience. The additional cost could result
                  in a
                  net operating loss and, ultimately, could result in the Company's
                  failure.
                  Management's inexperience may limit the Company’s ability to generate
                  revenues. The Company may never achieve successful operations,
                  and the
                  Investor may lose the Investor’s entire
                  investment.

              


      

       

      
        	
              	ii)	
                The
                  Investor acknowledges that all documents received from the Company
                  contain
                  the management’s view of the Company, and that the analysis of the market
                  and of the Company’s strategy and competitive position contained therein
                  represent subjective assessments about which reasonable persons
                  could
                  disagree and there can be no assurance that the actual results
                  of
                  operations of the Company will be as contemplated. The Investor
                  has been
                  provided an opportunity for a reasonable period of time prior to
                  the date
                  hereof to obtain additional information concerning the offering
                  of the
                  Shares, the Company and all other information to the extent the
                  Company
                  possesses such information or can acquire it without unreasonable
                  effort
                  or expense;

              


      

       

      
        	
              	iii)	
                The
                  Investor confirms that the Investor is: (i) able to bear the economic
                  risk
                  of this investment, (ii) able to hold the Shares for the period
                  of time
                  set forth herein, and (iii) presently able to afford a complete
                  loss of
                  the Investor’s investment; and represents that the Investor has sufficient
                  liquid assets so that the illiquidity associated
                  with

              


      

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      this
        investment will not cause any undue financial difficulties or affect the
        Investor’s ability to provide for the Investor’s current needs and possible
        financial contingencies, and that the Investor’s commitment to all speculative
        investments (including this one if the Investor’s subscription is accepted by
        the Company) is reasonable in relation to the Investor’s net worth and annual
        income;

       

      
        	
              	iv)	
                The
                  Investor has such knowledge and experience in financial and business
                  matters that the Investor is capable of evaluating the merits and
                  risks of
                  an investment in the Shares and of making an informed investment
                  decision.
                  The Investor also represents that it has not been organized for
                  the
                  purpose of acquiring the Shares;

              


      

       

      
        	
              	v)	
                The
                  Shares are being acquired by the Investor solely for the Investor’s own
                  personal account, for investment purposes only, and not with a
                  view to, or
                  in connection with, any resale or distribution thereof; the Investor
                  has
                  and had no contract, undertaking, understanding, agreement or arrangement,
                  formal or informal, with any person to sell, transfer or pledge
                  to any
                  person the Shares for which the Investor is subscribing, any part
                  thereof,
                  any interest therein or any rights thereto; the Investor has no
                  present
                  plans to enter into any such contract, undertaking, agreement or
                  arrangement; and the Investor understands the legal consequences
                  of the
                  foregoing representations and warranties to mean that the Investor
                  must
                  bear the economic risk of the investment for an indefinite period
                  of time
                  because the Shares have not been registered under the Act and,
                  therefore,
                  cannot be sold unless they are subsequently registered under the
                  Act
                  (which the Company is not obligated to do) or unless an exemption
                  from
                  such registration is available; the Shares will be considered “Restricted
                  Securities” for purposes of Rule 144 promulgated under the
                  Act;

              


      

       

      
        	
              	vi)	
                The
                  Investor understands that no Federal or state agency has passed
                  on or made
                  any recommendation or endorsement of the Shares and that the Company
                  is
                  relying on the truth and accuracy of the representations, declarations
                  and
                  warranties herein made by the Investor in offering the Shares for
                  sale to
                  the Investor without having first registered the Shares under the
                  Act;

              


      

       

      
        	
              	vii)	
                The
                  Investor realizes that the basis for the exemption may not be present
                  if,
                  notwithstanding such representations, the Investor has in mind
                  merely
                  acquiring the Shares for a fixed or determinable period in the
                  future, or
                  for a market rise, or for sale if the market does not rise. The
                  Investor
                  does not have any such intention;

              


      

       

      
        	
              	viii)	
                The
                  Investor represents and warrants to the Company that all information
                  that
                  the Investor has provided to the Company, including, without limitation,
                  the information in the Investor Questionnaire attached hereto or
                  previously provided to the Company (the “Investor Questionnaire”), is
                  true, correct and complete as of the date hereof. In the event
                  that any
                  information in the Investor Questionnaire changes
                  on

              


      

       


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      or
        before
        the Closing, the Investor will update the Investor Questionnaire to reflect
        such
        changes.

       

      
        	
              	b)	
                The
                  Investor has relied solely upon the advice of its own tax and legal
                  advisors with respect to the tax and other legal aspects of this
                  transaction. No representations or warranties have been made to
                  the
                  Investor by the Company, or any officer, employee, agent, affiliate
                  or
                  subsidiary of the Company, other than the representations of the
                  Company
                  contained herein, and in subscribing for Shares the Investor is
                  not
                  relying upon any representations other than those contained
                  herein.

              


      

       

      
        	
              	c)	
                The
                  Investor has the necessary power and authority to execute and deliver
                  this
                  Agreement, to receive and hold the Shares and to carry out and
                  perform its
                  obligations hereunder. This Agreement is valid and binding upon
                  the
                  Investor and enforceable in accordance with its terms, subject
                  to
                  applicable liquidation, wind-up, insolvency, reorganization, moratorium
                  and similar laws affecting creditors’ rights and remedies generally and
                  subject, as to enforceability, to general principles of equity.
                  The
                  execution and delivery of this Agreement by the Investor does not,
                  and the
                  consummation of the transaction contemplated hereby and the performance
                  by
                  the Investor of the provisions of this Agreement will not violate
                  any
                  provisions of the Investor’s Certificate of Incorporation and By-laws, or
                  any provisions of, or result in the acceleration of any obligation
                  under,
                  or constitute an event of default, or an event which, with the
                  giving of
                  notice or the passage of time, or both, would constitute an event
                  of
                  default under any mortgage, lien, lease, agreement, instrument,
                  order,
                  arbitration award, judgment or decree to which the Investor is
                  bound,
                  which, either individually or in the aggregate would result in
                  a material
                  adverse change in the business, properties, results of operations,
                  condition (financial or otherwise) of the
                  Investor.

              


      

       

      
        	
              	d)	
                Any
                  resale of the Shares during the ‘distribution compliance period’ as
                  defined in Rule 902(f) to Regulation S shall only be made in compliance
                  with exemptions from registration afforded by Regulation S. Further,
                  any
                  such sale of the Shares in any jurisdiction outside of the United
                  States
                  will be made in compliance with the securities laws of such jurisdiction.
                  The Investor will not offer to sell or sell the Shares in any jurisdiction
                  unless the Investor obtains all required consents, if
                  any.

              


      

       

      
        	
              	e)	
                The
                  Investor understands that the Shares are being offered and sold
                  to the
                  Investor in reliance on an exemption from the registration requirements
                  of
                  United States federal and state securities laws under Regulation
                  S
                  promulgated under the Securities Act and that the Company is relying
                  upon
                  the truth and accuracy of the representations, warranties, agreements,
                  acknowledgments and understandings of the Investor set forth herein
                  and in
                  the Investor Questionnaire attached hereto in order to determine
                  the
                  applicability of such exemptions and the suitability of the Investor
                  to
                  acquire the Shares. In this regard, the Investor represents, warrants
                  and
                  agrees that:

              


      

       


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      
        	
              	(1)	
                The
                  Investor is not a U.S. Person (as defined below) and is not an
                  affiliate
                  (as defined in Rule 501(b) under the Securities Act) of the Company
                  and is
                  not acquiring the Shares for the account or benefit of a U.S. Person.
                  A
                  U.S. Person means any one of the
                  following:

              


      

       

      
        	
              	(A)	
                any
                  natural person resident in the United States of
                  America;

              


      

       

      
        	
              	(B)	
                any
                  partnership or corporation organized or incorporated under the
                  laws of the
                  United States of America;

              


      

       

      
        	
              	(C)	
                any
                  estate of which any executor or administrator is a U.S.
                  person;

              


      

       

      
        	
              	(D)	
                any
                  trust of which any trustee is a U.S.
                  person;

              


      

       

      
        	
              	(E)	
                any
                  agency or branch of a foreign entity located in the United States
                  of
                  America;

              


      

       

      
        	
              	(F)	
                any
                  non-discretionary account or similar account (other than an estate
                  or
                  trust) held by a dealer or other fiduciary for the benefit or account
                  of a
                  U.S. person;

              


      

       

      
        	
              	(G)	
                any
                  discretionary account or similar account (other than an estate
                  or trust)
                  held by a dealer or other fiduciary organized, incorporated or
                  (if an
                  individual) resident in the United States of America;
                  and

              


      

       

      
        	
              	(H)	
                any
                  partnership or corporation if:

              


      

       

      
        	
              	(i)	
                organized
                  or incorporated under the laws of any foreign jurisdiction;
                  and

              


      

       

      
        	
              	(ii)	
                formed
                  by a U.S. person principally for the purpose of investing in securities
                  not registered under the Securities Act, unless it is organized
                  or
                  incorporated, and owned, by accredited investors (as defined in Rule
                  501(a) under the Securities Act) who are not natural persons, estates
                  or
                  trusts.

              


      

       

      
        	
              	(2)	
                At
                  the time of the origination of contact concerning this Agreement
                  and the
                  date of the execution and delivery of this Agreement, the Investor
                  was
                  outside of the United States.

              


      

       

      
        	
              	(3)	
                The
                  Investor will not, during the period commencing on the date of
                  issuance of
                  the Shares and ending on the first anniversary of such date, or
                  such
                  shorter period as may be permitted by Regulation S or other applicable
                  securities law (the “Restricted Period”), offer, sell, pledge or otherwise
                  transfer the Shares in the United States, or to a U.S. Person for
                  the
                  account or for the

              


      

       


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      benefit
        of a U.S. Person, or otherwise in a manner that is not in compliance with
        Regulation S.

       

      
        	
              	(4)	
                The
                  Investor will, after expiration of the Restricted Period, offer,
                  sell,
                  pledge or otherwise transfer the Shares only pursuant to registration
                  under the Securities Act or an available exemption therefrom and,
                  in
                  accordance with all applicable state and foreign securities
                  laws.

              


      

       

      
        	
              	(5)	
                The
                  Investor was not in the United States, engaged in, and prior to
                  the
                  expiration of the Restricted Period will not engage in, any short
                  selling
                  of or any hedging transaction with respect to the Shares, including
                  without limitation, any put, call or other option transaction,
                  option
                  writing or equity swap.

              


      

       

      
        	
              	(6)	
                Neither
                  the Investor nor or any person acting on the Investor’s behalf has
                  engaged, nor will engage, in any directed selling efforts to a
                  U.S. Person
                  with respect to the Shares and the Investor and any person acting
                  on the
                  Investor’s behalf have complied and will comply with the “offering
                  restrictions” requirements of Regulation S under the Securities
                  Act.

              


      

       

      
        	
              	(7)	
                The
                  transactions contemplated by this Agreement have not been pre-arranged
                  with a buyer located in the United States or with a U.S. Person,
                  and are
                  not part of a plan or scheme to evade the registration requirements
                  of the
                  Securities Act.

              


      

       

      
        	
              	(8)	
                Neither
                  the Investor nor any person acting on the Investor’s behalf has undertaken
                  or carried out any activity for the purpose of, or that could reasonably
                  be expected to have the effect of, conditioning the market in the
                  United
                  States, its territories or possessions, for any of the Shares.
                  The
                  Investor agrees not to cause any advertisement of the Shares to
                  be
                  published in any newspaper or periodical or posted in any public
                  place and
                  not to issue any circular relating to the Shares, except such
                  advertisements that include the statements required by Regulation
                  S under
                  the Securities Act, and only offshore and not in the U.S. or its
                  territories, and only in compliance with any local applicable securities
                  laws.

              


      

       

      
        	
              	(9)	
                Each
                  certificate representing the Shares shall be endorsed with the
                  following
                  legends, in addition to any other legend required to be placed
                  thereon by
                  applicable federal or state securities
                  laws:

              


      

       

      (A)“THE
        SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
        IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
        ACT”)) AND WITHOUT REGISTRATION WITH THE

       


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE
        UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

       

      (B)“TRANSFER
        OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
        OF
        REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
        TO
        AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
        UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

       

      
        	
              	(10)	
                The
                  Investor consents to the Company making a notation on its records
                  or
                  giving instructions to any transfer agent of the Company in order
                  to
                  implement the restrictions on transfer of the Shares set forth
                  in this
                  Section 3.

              


      

       

      
        	
              	f)	
                The
                  Investor agrees to indemnify and hold harmless the Company, its
                  officers
                  and directors, employees and its affiliates and their respective
                  successors and assigns and each other person, if any, who controls
                  any
                  thereof, against any loss, liability, claim, damage and expense
                  whatsoever
                  (including, but not limited to, any and all expenses whatsoever
                  reasonably
                  incurred in investigating, preparing or defending against any litigation
                  commenced or threatened or any claim whatsoever) arising out of
                  or based
                  upon any false representation or warranty or breach or failure
                  by the
                  Investor to comply with any covenant or agreement made by the Investor
                  herein or in any other document furnished by the Investor to any
                  of the
                  foregoing in connection with this transaction.

              


      

       

      The
        Investor’s Investment

       

      
        	4.	a) 	
                The
                  Investor understands and agrees that the Company reserves the right
                  to
                  reject this subscription for the Shares if, in its reasonable judgment,
                  it
                  deems such action in the best interest of the Company, at any time
                  prior
                  to the Closing (as hereinafter defined), notwithstanding prior
                  receipt by
                  the Investor of notice of acceptance of the Investor's
                  subscription.

              


        	 	 	 


        	
              	b)	
                The
                  Investor understands and agrees that its subscription for the Shares
                  is
                  irrevocable.

              


      

       

      
        	
              	c)	
                In
                  the event the sale of the Shares subscribed for by the Investor
                  is not
                  consummated by the Company for any reason (in which event this
                  Subscription Agreement shall be deemed to be rejected), this Subscription
                  Agreement and any other agreement entered into
                  between

              


      

       


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      the
        Investor and the Company relating to this subscription shall thereafter have
        no
        force or effect and the Company shall promptly return or cause to be returned
        to
        the Investor the purchase price remitted to the Company by the Investor,
        without
        interest thereon or deduction therefrom, in exchange for the
        Shares.

       

      
        	
              	d)	
                The
                  closing (the “Closing”) of the purchase and sale of the Shares, shall
                  occur simultaneously with the acceptance by the Company of the
                  Investor’s
                  subscription, as evidenced by the Company’s execution of this Subscription
                  Agreement.

              


      

       

      
        	
              	e)	
                The
                  Investor understands that the price of the Shares offered hereby
                  bears no
                  relation to the assets, book value or net worth of the Company
                  and were
                  determined arbitrarily by the Company. The Investor further understands
                  that there is a substantial risk of further dilution on the Investor
                  or
                  its investment in the Company.

              


      

       

      Disputes,
        Jurisdiction and Governing Law

       

      
        	5.	
                In
                  the event of a dispute between the parties or any of them with
                  regard to
                  the interpretation, application or enforcement of this Agreement,
                  or
                  otherwise with regard to their relationships in the context of
                  this
                  Agreement, that dispute shall be submitted to such arbitrator as
                  is
                  designated by the Company.

              


      

       

      
        	
                6.

              	
                This
                  Agreement shall be governed by, and construed and interpreted in
                  accordance with, the laws of the State of New York, without regard
                  to
                  conflicts of law principles. Without derogating from the arbitration
                  provisions of Clause 5 above, the courts located in the United
                  States
                  District Court for the Southern District of New York, will have
                  exclusive
                  jurisdiction to decide any dispute between the parties arising
                  out of or
                  related to this Agreement. 

              


      

       

      General
        provisions

       

      
        	7.	
                This
                  Agreement may not be amended, altered or modified except by a written
                  instrument signed by the parties.

              


      

       

      
        	8.	
                The
                  parties agree that they will impose - mutatis
                  mutandis -
                  upon any person who may acquire their Shares or part of them their
                  undertakings under this Agreement. This Clause will not continue
                  to bind
                  the parties after the conclusion of a public offering of the Company’s
                  shares.

              


      

       

      
        	
                9.

              	
                Except
                  as specifically provided in this Agreement, nothing contained herein
                  shall
                  be construed to constitute any party hereto as the agent or partner
                  of any
                  other party hereto.

              


      

       

      
        	10.	
                This
                  Agreement supersedes and supplants any previous agreements, declarations
                  or undertakings of the parties and is the sole and exclusive instrument
                  by
                  which the parties desire to be bound. Specifically, the parties
                  agree that
                  any Company business plan that may have been presented to the Investor
                  shall have no binding effect as between
                  them.

              


      

       


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      
        	11.	
                None
                  of the provisions of this Agreement shall be for the benefit or,
                  or
                  enforceable by, any third party.

              


      

       

      
        	
                12.

              	
                This
                  Agreement shall be binding upon and inure to the benefit of the
                  parties,
                  their respective successors and permitted
                  assigns.

              


      

       

      
        	
                13.

              	
                With
                  regard to any power, remedy or right provided herein or otherwise
                  available to any party hereunder, no waiver or extension of time
                  shall be
                  effective unless expressly contained in a writing signed by the
                  waiving
                  party and no alteration, modification or impairment shall be implied
                  by
                  reason of any previous waiver, extension of time, delay or omission
                  in
                  exercise, or other indulgence.

              


      

       

      
        	14.	
                The
                  validity, legality or enforceability of the remainder of this Agreement
                  shall not be affected even if one or more of the provisions of
                  this
                  Agreement shall be held to be invalid, illegal or unenforceable in any
                  respect. However, it is expressly stated that any party that terminates
                  this Agreement must terminate it in its
                  entirety.

              


      

       

      
        	15.	
                Upon
                  request of the Company, the Investor will enter into a customary
                  form of
                  Shareholders’ Agreement.

              


      

       

      
        	16.	
                All
                  parties to this Agreement were represented by counsel. Therefore,
                  there
                  shall be no presumption that this Agreement should be interpreted
                  against
                  the party that drafted it. Each party to this Agreement shall bear
                  its own
                  costs of counsel and other advisors incurred with regard to the
                  negotiation (including the due diligence process) of this
                  Agreement.

              


      

       

      
        	
                17.

              	
                The
                  Article headings in this Agreement are inserted only as a matter
                  of
                  convenience, and in no way define, limit, or extend or interpret
                  the scope
                  of the Agreement or of any particular
                  Article.

              


      

       

      
        	
                18.

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

              


      

       

      IN
        WITNESS WHEREOF THE INVESTOR HAS HEREUNTO SET ITS HAND AS OF THE DATE AND
        YEAR
        FIRST WRITTEN

       

       

       

        
          
            

          

        

        [Investor
          Name]

      

       

      


      
        
          
             

          

          
            10

            
              

            

          

          
             

          

        

      

       

      ACCEPTANCE
        OF SUBSCRIPTION

       

      (to
        be
        filed out only
        by the
        Company)

       

      The
        Company hereby accepts the above application for subscription for
        Shares.

       

      Dated:
        August ___, 2007

       

      CHERRY
        TANKERS INC.    

       

      By:

      
        

      

      President

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      CHERRY
        TANKERS INC.

       

      INVESTOR
        QUESTIONNAIRE

      


      
        	
                A.

              	
                General
                  Information

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                1.

              	
                Print
                  Full Name of Investor:

              	
                Individual:

              
	
                 

              	
                 

              	
                ______________________________

              
	
                 

              	
                 

              	
                First,
                  Middle, Last

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Partnership,
                  Corporation, Trust, Custodial Account, Other:

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                ____________________________________________________________

              
	
                 

              	
                 

              	
                Name
                  of Entity

              
	
                 

              	
                 

              	
                 

              
	
                2.

              	
                Address
                  for Notices:

              	
                ____________________________________________________________

              
	
                 

              	
                 

              	
                ______________________________

              
	
                 

              	
                 

              	
                ____________________________________________________________

              
	
                 

              	
                 

              	
                 

              
	
                3.

              	
                Name
                  of Primary Contact Person:

                Title:

              	
                ____________________________________________________________

              
	
                 

              	
                 

              	
                 

              
	
                4.

              	
                Telephone
                  Number:

              	
                ______________________________

              
	
                 

              	
                 

              	
                 

              
	
                5.

              	
                E-Mail
                  Address: 

              	
                ____________________________________________________________

              
	
                 

              	
                 

              	
                 

              
	
                6.

              	
                Facsimile
                  Number:

                Permanent
                  Address:

              	
                ____________________________________

              
	
                 

                7.

              	
                 

                Permanent
                  Address:

                (if
                  different from Address for Notices above)

              	
                 

                ____________________________________________________________

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                8.

              	
                Authorized
                  Signatory:

                Title:

              	
                ____________________________________

                ____________________________________

              
	
                 

              	
                Telephone
                  Number:

              	
                ____________________________________

              
	
                 

              	
                Facsimile
                  Number:

              	
                ____________________________________

              


      

      


      B.
         Supplemental
        Data for Entities

       

      1. If
        the
        Investor is not a natural person, furnish the following supplemental data
        (natural persons may skip this Section C of the Investor
        Questionnaire):

       

      Legal
        form of entity (trust, corporation, partnership, etc.):
        _________________________ 

       

      Jurisdiction
        of organization: ________________________________________________

      


      2.
         Was
        the
        Investor organized for the specific purpose of acquiring the
        Shares?

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      If
        the
        answer to the above question is “Yes,” please contact Carl M. Sherer, Esq. at
        (973) 883-9181 for additional information that will be required.

      


      3.
         Are
        shareholders, partners or other holders of equity or beneficial interest
        in the
        Investor able to decide individually whether to participate, or the extent
        of
        their participation, in the Investor’s investment in the Company (i.e., can
        shareholders, partners or other holders of equity or beneficial interest
        in the
        Investor determine whether their capital will form part of the capital invested
        by the Investor in the Company)?

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      If
        the
        answer to the above question is “Yes,” please contact Carl M. Sherer, Esq. at
        (973) 883-9181 for additional information that will be required.

      


      4(a).
         Please
        indicate whether or not the Investor is, or is acting on behalf of, (i) an
        employee benefit plan within the meaning of Section 3(3) of ERISA, whether
        or not such plan is subject to ERISA,
        or (ii)
        an entity which is deemed to hold the assets of any such employee benefit
        plan
        pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a
        foreign corporation, governmental entity or church, a Keogh plan covering
        no
        common-law employees and an individual retirement account are employee benefit
        plans within the meaning of Section 3(3) of ERISA but generally are not subject
        to ERISA (collectively, “Non-ERISA
        Plans”).
        In
        general, a foreign or US entity which is not an operating company and which
        is
        not publicly traded or registered as an investment company under the Investment
        Company Act of 1940, as amended, and in which 25% or more of the value of
        any
        class of equity interest is held by employee pension or welfare plans (including
        an entity which is deemed to hold the assets of any such plan), would be
        deemed
        to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R.
§
2510.3-101. However, if only Non-ERISA Plans were invested in such an entity,
        the entity generally would not be subject

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      to
        ERISA.
        For purposes of determining whether this 25% threshold has been met or exceeded,
        the value of any equity interest held by a person (other than such a plan
        or
        entity) who has discretionary authority or control with respect to the assets
        of
        the entity, or any person who provides investment advice for a fee (direct
        or
        indirect) with respect to such assets, or any affiliate of such a person,
        is
        disregarded.

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      4(b).
         If
        the
        Investor is, or is acting on behalf of, such an employee benefit plan, or
        is an
        entity deemed to hold the assets of any such plan or plans, please indicate
        whether or not the Investor is subject to ERISA.

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      4(c.) If
        the
        Investor answered “Yes” to question 4.(b) and the Investor is investing the
        assets of an insurance company general account, please indicate what percentage
        of the Investor’s assets the purchase of the Shares is subject to ERISA.
        ___________%.

       

      5.
         Does
        the
        amount of the Investor’s subscription for the Shares in the Company exceed 40%
        of the total assets (on a consolidated basis with its subsidiaries) of the
        Investor?

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      If
        the
        question above was answered “Yes,” please contact Carl M. Sherer, Esq. at (973)
        883-9181 for additional information that will be required.

       

      6(a). Is
        the
        Investor a private investment company which is not registered under the
        Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7)
        thereof?

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      6(b).
         If
        the
        question above was answered “Yes,” was the Investor formed prior to April 30,
        1996?

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      If
        the
        questions set forth in (a) and (b) above were both answered “Yes,” please
        contact Carl M. Sherer, Esq. at (973) 883-9181 for additional information
        that
        will be required.

       

      7(a).
         Is
        the
        Investor a grantor trust, a partnership or an S-Corporation for US federal
        income tax purposes?

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      7(b).
         If
        the
        question above was answered “Yes,” please indicate whether or not:

       

      (i)
        more
        than 50 percent of the value of the ownership interest of any beneficial
        owner
        in the Investor is (or may at any time during the term of the Company be)
        attributable to the Investor’s (direct or indirect) interest in the Company;
        or

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      (ii)
        it
        is a principal purpose of the Investor’s participation in the Company to permit
        the Partnership to satisfy the 100 partner limitation contained in US Treasury
        Regulation Section 1.7704-1(h)(3).

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      If
        either
        question above was answered “Yes,” please contact Carl M. Sherer, Esq. at (973)
        883-9181 for additional information that will be required.

       

      8. If
        the
        Investor’s tax year ends on a date other than December 31, please indicate such
        date below:

       

      
        	
                 

              	
                ____________________________________

              
	
                 

              	
                (Date)

              


      

      


      C.  Related
        Parties

       

      1.  To
        the
        best of the Investor’s knowledge, does the Investor control, or is the Investor
        controlled by or under common control with, any other investor in the
        Company?

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      If
        the
        answer above was answered “Yes”, please identify such related investor(s)
        below.

       

      Name(s)
        of related investor(s):
        ______________________________________________

      ______________________________________________________________________________________________________________________________

       

      2. Will
        any
        other person or persons have a beneficial interest in the Shares to be acquired
        hereunder (other than as a shareholder, partner, or other beneficial owner
        of
        equity interest in the Investor)?

       

      
        	
                o
                  Yes

              	
                o
                  No

              


      

      


      If
        either
        question above was answered “Yes”, please contact Carl M. Sherer, Esq. at (973)
        883-9181 for additional information that will be required.

       

      [THE
        REST
        OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

       


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      The
        Investor understands that the foregoing information will be relied upon by
        the
        Company for the purpose of determining the eligibility of the Investor to
        purchase the Shares. The Investor agrees to notify the Company immediately
        if
        any representation or warranty contained in this Subscription Agreement,
        including this Investor Questionnaire, becomes untrue at any time. The Investor
        agrees to provide, if requested, any additional information that may reasonably
        be required to substantiate the Investor’s status as an accredited investor or
        to otherwise determine the eligibility of the Investor to purchase the Shares.
        The Investor agrees to indemnify and hold harmless the Company and each officer,
        director, shareholder, agent and representative of the Company and their
        respective affiliates and successors and assigns from and against any loss,
        damage or liability due to or arising out of a breach of any representation,
        warranty or agreement of the Investor contained herein.

       

      


      
        	
                 

              	
                INDIVIDUAL:

              
	
                 

              	
                 

              
	
                 

              	
                ____________________________________

              
	
                 

              	
                (Signature)

              
	
                 

              	
                 

              
	
                 

              	
                ____________________________________

              
	
                 

              	
                (Print
                  Name)

              
	
                 

              	
                 

              
	
                 

              	
                PARTNERSHIP,
                  CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

              
	
                 

              	
                 

              
	
                 

              	
                ___________________________________

              
	
                 

              	
                (Name
                  of Entity)

              
	
                 

              	
                 

              
	
                 

              	
                By:
                  ________________________________

              
	
                 

              	
                (Signature)

              
	
                 

              	
                 

              
	
                 

              	
                ________________________________

              
	
                 

              	
                (Print
                  Name and Title)

              


      

      



      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      Annex
        1

       

      DEFINITION
        OF “INVESTMENTS”

       

      The
        term
“investments” means: 

       

      
        	
                (1)

              	
                Securities,
                  other than securities of an issuer that controls, is controlled
                  by, or is
                  under common control with, the Investor that owns such securities,
                  unless
                  the issuer of such securities is:

              


      

       

      
        	
                (i)

              	
                An
                  investment company or a company that would be an investment company
                  but
                  for the exclusions or exemptions provided by the Investment Company
                  Act,
                  or a commodity pool; or

              


      

       

      
        	
                (ii)

              	
                A
                  Public Company (as defined below);

              


      

       

      
        	
                (iii)

              	
                A
                  company with shareholders’ equity of not less than $50 million (determined
                  in accordance with generally accepted accounting principles) as
                  reflected
                  on the company’s most recent financial statements, provided that such
                  financial statements present the information as of a date within
                  16 months
                  preceding the date on which the Investor acquires
                  Shares;

              


      

       

      
        	
                (2)

              	
                Real
                  estate held for investment
                  purposes;

              


      

       

      
        	
                (3)

              	
                Commodity
                  Shares (as defined below) held for investment
                  purposes;

              


      

       

      
        	
                (4)

              	
                Physical
                  Commodities (as defined below) held for investment
                  purposes;

              


      

       

      
        	
                (5)

              	
                To
                  the extent not securities, Financial Contracts (as defined below)
                  entered
                  into for investment purposes;

              


      

       

      
        	
                (6)

              	
                In
                  the case of an Investor that is a company that would be an investment
                  company but for the exclusions provided by Section 3(c)(1) or 3(c)(7)
                  of
                  the Investment Company Act, or a commodity pool, any amounts payable
                  to
                  such Investor pursuant to a firm agreement or similar binding commitment
                  pursuant to which a person has agreed to acquire an interest in,
                  or make
                  capital contributions to, the Investor upon the demand of the Investor;
                  and

              


      

       

      
        	
                (7)

              	
                Cash
                  and cash equivalents held for investment
                  purposes.

              


      

       

      Real
        Estate that is used by the owner or a Related Person (as defined below) of
        the
        owner for personal purposes, or as a place of business, or in connection
        with
        the conduct of the trade or business of such owner or a Related Person of
        the
        owner, will NOT be considered Real Estate held for investment purposes, provided
        that real estate owned by an Investor who is engaged primarily in the business
        of investing, trading or developing real estate in connection with such business
        may be deemed to be held for investment purposes. However, residential real
        estate will not be deemed to be used for personal purposes if deductions
        with
        respect to such real estate are not disallowed by section 280A of the Internal
        Revenue Code of 1986, as amended.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      A
        Commodity Interest or Physical Commodity owned, or a Financial Contract entered
        into, by the Investor who is engaged primarily in the business of investing,
        reinvesting, or trading in Commodity Shares, Physical Commodities or Financial
        Contracts in connection with such business may be deemed to be held for
        investment purposes.

       

      “Commodity
        Shares” means commodity futures contracts, options on commodity futures
        contracts, and options on physical commodities traded on or subject to the
        rules
        of:

       

      
        	
                (i)

              	
                Any
                  contract market designated for trading such transactions under
                  the
                  Commodity Exchange Act and the rules thereunder;
                  or

              


      

       

      
        	
                (ii)

              	
                Any
                  board of trade or exchange outside the United States, as contemplated
                  in
                  Part 30 of the rules under the Commodity Exchange
                  Act.

              


      

       

      “Public
        Company” means a company that:

       

      
        	
                (i)

              	
                files
                  reports pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934, as amended; or

              


      

       

      
        	
                (ii)

              	
                has
                  a class of securities that are listed on a Designated Offshore
                  Securities
                  Market, as defined by Regulation S of the Securities
                  Act.

              


      

       

      “Financial
        Contract” means any arrangement that:

       

      
        	
                (i)

              	
                takes
                  the form of an individually negotiated contract, agreement, or
                  option to
                  buy, sell, lend, swap, or repurchase, or other similar individually
                  negotiated transaction commonly entered into by participants in
                  the
                  financial markets;

              


      

       

      
        	
                (ii)

              	
                is
                  in respect of securities, commodities, currencies, interest or
                  other
                  rates, other measures of value, or any other financial or economic
                  interest similar in purpose or function to any of the foregoing;
                  and

              


      

       

      
        	
                (iii)

              	
                is
                  entered into in response to a request from a counter party for
                  a
                  quotation, or is otherwise entered into and structured to accommodate
                  the
                  objectives of the counterparty to such
                  arrangement.

              


      

       

      “Physical
        Commodities” means any physical commodity with respect to which a Commodity
        Interest is traded on a market specified in the definition of Commodity Shares
        above.

       

      “Related
        Person” means a person who is related to the Investor as a sibling, spouse or
        former spouse, or is a direct lineal descendant or ancestor by birth or adoption
        of the Investor, or is a spouse of such descendant or ancestor, provided
        that,
        in the case of a Family Company, a Related Person includes any owner of the
        Family Company and any person who is a Related Person of such an owner. “Family
        Company” means a company that is owned directly or indirectly by or for two or
        more natural persons who are related as siblings or spouse (including former
        spouses), or direct lineal descendants by birth or adoption, spouses of such
        persons, the estates of such persons, or foundations, charitable organizations
        or trusts established for the benefit of such persons.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      For
        purposes of determining the amount of investments owned by a company, there
        may
        be included investments owned by majority-owned subsidiaries of the company
        and
        investments owned by a company (“Parent Company”) of which the company is a
        majority-owned subsidiary, or by a majority-owned subsidiary of the company
        and
        other majority-owned subsidiaries of the Parent Company. 

       

      In
        determining whether a natural person is a qualified purchaser, there may
        be
        included in the amount of such person’s investments any investment held jointly
        with such person’s spouse, or investments in which such person shares with such
        person’s spouse a community property or similar shared ownership interest. In
        determining whether spouses who are making a joint investment in the Partnership
        are qualified purchasers, there may be included in the amount of each spouse’s
        investments any investments owned by the other spouse (whether or not such
        investments are held jointly). There shall be deducted from the amount of
        any
        such investments any amounts specified by paragraph 2(a) of Annex 2 incurred
        by
        such spouse. 

       

      In
        determining whether a natural person is a qualified purchaser, there may
        be
        included in the amount of such person’s investments any investments held in an
        individual retirement account or similar account the investments of which
        are
        directed by and held for the benefit of such person.

       

      
        
          
             

          

          
            8

            
              

            

          

          
             

          

        

      

      


      Annex
        2

       

      VALUATIONS
        OF INVESTMENTS

       

      The
        general rule for determining the value of investments in order to ascertain
        whether a person is a qualified purchaser is that the value of the aggregate
        amount of investments owned and invested on a discretionary basis by such
        person
        shall be their fair market value on the most recent practicable date or their
        cost. This general rule is subject to the following provisos:

       

      (1) In
        the
        case of Commodity Shares, the amount of investments shall be the value of
        the
        initial margin or option premium deposited in connection with such Commodity
        Shares; and

       

      (2) In
        each
        case, there shall be deducted from the amount of investments owned by such
        person the following amounts:

       

      (i) The
        amount of any outstanding indebtedness incurred to acquire the investments
        owned
        by such person.

       

      (ii) A
        Family
        Company, in addition to the amounts specified in paragraph (a) above, shall
        have
        deducted from the value of such Family Company’s investments any outstanding
        indebtedness incurred by an owner of the Family Company to acquire such
        investments.

       

      
        
           

        

          9