Multimedia Design Corp. Exhibit 4.1 2-21-2008



MULTIMEDIA
DESIGN CORPORATION




SUBSCRIPTION
AGREEMENT




________________,
2008










Multimedia
Design Corporation

3204
Selwyn Avenue

Charlotte,
North Carolina 28209







Ladies
and Gentlemen:




    1.
  PURCHASE OF COMMON STOCK.   Intending to be legally bound
, I hereby agree to purchase ________ shares of voting, $0.001 par value common
stock (the "Shares") of Multimedia Design Corporation (the "Corporation") for
 ______________ U.S. Dollars (number of Shares to be purchased multiplied
by $0.20). This offer to purchase is submitted in accordance with and subject to
the terms and conditions described in this Subscription Agreement (the
"Agreement"). I acknowledge that the Corporation reserves the right, in its sole
and absolute discretion, to accept or reject this subscription and the
subscription will not be binding until accepted by the Corporation in
writing.




    2.
  PAYMENT.   I agree to deliver to the Corporation
immediately available funds in the full amount due under this Agreement, by cash
or by certified, personal or cashier's check payable to the "Multimedia Design
Corporation" The money we raise in this offering before the minimum amount,
$300,000, is sold will be deposited in a separate non-interest bearing bank
account where the funds will be held for the benefit of those subscribing for
our shares, until the minimum amount is raised at which time we will deposit
them in our bank account and retain the transfer agent who will then issue the
shares. The funds will not be commingled with any other monies, and if the
minimum amount is not raised by the end of the offering period, September 26,
2008, all funds will be refunded immediately, without interest.




    3.
  ISSUANCE OF SHARES.   The Shares subscribed for herein
will only be issued upon acceptance by the Corporation as evidenced by the
Corporation returning to the investor an executed Agreement acknowledging
acceptance and upon satisfaction of the terms and conditions of the
offering.

 

    4.
REPRESENTATION AND WARRANTIES. 

A.
  I understand that the offering and sale of the Shares is registered
under (i) the Securities Act of 1933, as amended (the "Securities Act"), and
(ii) various States' Divisions of Securities in compliance with their
administration and enforcement of the respective States' Blue Sky Laws and
Regulations.  In accordance therewith and in furtherance thereof, I
represent and warrant to and agree with the Corporation as follows:




         I
am a resident of the State of ________________ as of the date of this Agreement
and I have no present intention of becoming a resident of any other state or
jurisdiction;










    5.
  IRREVOCABILITY; BINDING EFFECT.   I hereby acknowledge and
agree that the purchase hereunder is irrevocable, that I am not entitled to
cancel, terminate or revoke this Agreement or any agreements of the undersigned
hereunder and that this Agreement and such other agreements shall survive my
death or disability and shall be binding upon and

inure
to the benefit of the parties and their heirs, executor, administrators,
successors, legal representatives and assigns. If the undersigned is more than
one person, the obligations of the undersigned hereunder shall be joint and
several, and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and are binding upon each such
person and his heirs, executors, administrators, successors, legal
representatives and assigns.




    6.
  MODIFICATION.   Neither this Agreement not any provisions
hereof shall be waived, modified, discharged or terminated except by an
instrument in writing signed by the party against whom any such waiver,
modification, discharge or termination is sought.




    7.
  NOTICES.   Any notice, demand or other communication which
any party hereto may require, or may elect to give to anyone interested
hereunder shall be sufficiently given if [a] deposited, postage prepaid, in a
United States mail box, stamped registered or certified mail, return receipt
requested addressed to such address as may be listed on the books of the
Corporation, [b] delivered personally at such address, or [c] delivered (in
person, or by a facsimile transmission, telex or similar telecommunications
equipment) against receipt.




    8.
  COUNTERPARTS.   This Agreement may be executed through the
use of separate signature pages or in any number of counterparts, and each of
such counterparts shall, for all purposes, constitute one agreement binding on
all parties, notwithstanding that all parties are not signatories to the same
counterpart.




    9.
 ENTIRE AGREEMENT.   This Agreement contains the entire agreement
of the parties with respect to the subject matter  hereof, and there are no
representations, covenants or other agreements except as stated or referred to
herein.




    10.
 SEVERABILITY.   Each provision of the Agreement is intended to
be severable from every other provision, and the invalidity or illegality of any
portion hereof shall not affect the validity or legality of the remainder
hereof.




    11.
 ASSIGNABILITY.   This Agreement is not transferable or
assignable by the undersigned except as may be provided herein.




    12.
 APPLICABLE LAW.   This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas as applied to
residents of that state executing contracts wholly to be performed in that
state.































INDIVIDUAL(S)
SUBSCRIBER




IN
WITNESS WHEREOF, I have executed this Agreement as of the ____ day of
 ___________, 2008.

Address:




___________________________________

           
______________________________

Signature
of Purchaser       

   

______________________________

___________________________________    


Name(s)
of Purchaser  (Please print or type)

          

______________________________

Email
address

______________________________

Telephone




ENTITY
SUBSCRIBER

                                           

IN
WITNESS WHEREOF, I have executed this Agreement as of the ______ day of
 _________________, 2008.

Address:




____________________________

           
____________________________________

Entity

____________________________________

______________________________

Signed
By




Its:
___________________________




______________________________

Date







PURCHASE
ACCEPTED FOR _________ SHARES:




Multimedia
Design Corporation




By:
________________________________

       Brian
Snediker, Chief Financial Officer




Date:
_______________________________