EMVELCO
      CORP.

    Subscription
      Agreement

    


    EMVELCO
      CORP.

    1061
1⁄2
N.
      Spaulding Ave.

    Los
      Angeles, CA 90046

    


    Gentlemen:

    


    You
      have
      informed the undersigned (the “Purchaser”) that Emvelco Corp., a Delaware
      corporation, (the “Company”) wishes to raise a minimum of Fifty Thousand Dollars
      ($50,000) and a maximum of One Hundred Thousand Dollars ($100,000) from various
      persons by selling up to 100,000 shares of the Company’s Common Stock, $0.001
      par value (the “Shares”), at a price of One Dollar ($1.00) per
      Share.

    


    I
      have
      received, read, and understand the Limited Offering Memorandum dated February
      1,
      2008 (the “Memorandum”). I further understand that my rights and
      responsibilities as a Purchaser will be governed by the terms and conditions
      of
      this Subscription Agreement, the Memorandum and the Shares (the “Share
      Documents”). I understand that you will rely on the following information to
      confirm that I am an “Accredited Investor”, as defined in Regulation D
      promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
      or one of 35 Non-Accredited Investors that will be allowed to purchase Shares
      in
      this Offering (subject to Company approval), and that I am qualified to be
      a
      Purchaser.

    


    This
      Subscription Agreement is one of a number of such subscriptions for Shares.
      By
      signing this Subscription Agreement, I offer to purchase and subscribe from
      the
      Company the number of Shares set forth below on the terms specified herein.
      The
      Company reserves the right, in its complete discretion, to reject any
      subscription offer or to reduce the number of Shares allotted to me. If this
      offer is accepted, the Company will execute a copy of this Subscription
      Agreement and return it to me. I understand that commencing on the date of
      this
      Memorandum all funds received by the Company in full payment of subscriptions
      for Shares will be deposited in an escrow account. The Company has set a minimum
      offering proceeds figure of $50,000 for this Offering. All proceeds from the
      sale of Shares will be delivered directly to the Company and be available for
      its use.

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    1.
      Accredited
      Investor.
      I am an
      Accredited Investor because I qualify within one of the following
      categories:

    


    Please
      Check The Appropriate Category

    


    _____
      $1,000,000 Net Worth.

    A
      natural
      person whose individual net worth, or joint net worth with that person’s spouse,
      at the time of his purchase exceeds $1,000,000.

    


    ______________

    Purchaser’s
      Initials

    


    _____
      $200,000/$300,000 Income.

    A
      natural
      person who had an individual income in excess of $200,000 (including
      contributions to qualified employee benefit plans) or joint income with such
      person’s spouse in excess of $300,000 per year in each of the two most recent
      years and who reasonably expects to attain the same individual or joint levels
      of income (including such contributions) in the current year.

    


    _____
      Director or Officer of Issuer.

    Any
      director or executive officer of the Company

    


    _____
      All
      Equity Owners In Entity Are Accredited.

    An
      entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the
      equity owners are Accredited Investors as defined herein.

    


    _____
      Corporation.

    A
      corporation not formed for the specific purpose of acquiring the Shares offered,
      with total assets in excess of $5,000,000.

    


    _____
      Other Accredited Investor.

    Any
      natural person or entity which qualifies as an Accredited Investor pursuant
      to
      Rule 501(a) of Regulation D promulgated under the Act; specify basis for
      qualification:

    


    
      
        

      

    

    


    
      
        

      



    
      
        

      



    ______One
      of 35 Non-Accredited Investors that may be allowed to invest in the offering
      

    


    2.
      Representations
      and Warranties.
      I
      represent and warrant to the Company that:

    


    (a)
      I (i)
      have adequate means of providing for my current needs and possible contingencies
      and I have no need for liquidity of my investment in the Shares, (ii) can bear
      the economic risk of losing the entire amount of my investment in Shares, and
      (iii) have such knowledge and experience that I am capable of evaluating the
      relative risks and merits of this investment; (iv) the purchase of Shares is
      consistent, in both nature and amount, with my overall investment program and
      financial condition. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)  The
      address set forth below is my true and correct residence, and I have no
      intention of
      becoming a resident of any other state or jurisdiction.

    


    (b)  I
      have not utilized the services of a “Purchaser Representative” (as defined
      in  Regulation
      D promulgated under the Securities Act) because I am a sophisticated,
      experienced investor, capable of determining and understanding the risks and
      merits of this investment.

    


    ______________

    Purchaser’s
      Initials

    


    


    (d)
      I
      have received and read, and am familiar with the Share Documents, including
      the
      Memorandum and the forms of certificate for Shares. All documents, records
      and
      books pertaining to the Company and the Shares requested by me, including all
      pertinent records of the Company, financial and otherwise, have been made
      available or delivered to me.

    


    (e)
      I
      have had the opportunity to ask questions of and receive answers from the
      Company’s officers and representatives concerning the Company’s affairs
      generally and the terms and conditions of my proposed investment in the
      Shares.

    


    (f)
      I
      understand the risks implicit in the business of the Company. Among other
      things, I understand that there can be no assurance that the Company will be
      successful in obtaining the funds necessary for its success. If only a fraction
      of the maximum amount of the Offering is raised, the Company may not be able
      to
      expand as rapidly as anticipated, and proceeds from this Offering may not be
      sufficient for the Company’s long term needs.

    


    (g)
      Other
      than as set forth in the Memorandum, no person or entity has made any
      representation or warranty whatsoever with respect to any matter or thing
      concerning the Company and this Offering, and I am purchasing the Shares based
      solely upon my own investigation and evaluation.

    


    (h)  I
      understand that no Shares have been registered under the Securities Act, nor
      have  they
      been
      registered pursuant to the provisions of the securities or other laws of
      applicable jurisdictions. 

    


    (i)
      The
      Shares for which I subscribe are being acquired solely for my own account,
      for
      investment and are not being purchased with a view to or for their resale or
      distribution. In order to induce the Company to sell Shares to me, the Company
      will have no obligation to recognize the ownership, beneficial or otherwise,
      of
      the Shares by anyone but me.

    


    (j)
      I am
      aware of the following:

    


    (i) The
      Shares are a speculative investment which involves a high degree of risk;
      and

    


    (ii) My
      investment in the Shares is not readily transferable; it may not be possible
      for
      me to
      liquidate my investment.

    


    (iii) The
      financial statements of the Company have merely been compiled, and have
      not
      been reviewed or audited.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iv) There
      are
      substantial restrictions on the transferability of the Shares registered
      under the Securities Act; and

    


    ______________

    Purchaser’s
      Initials

    


    (v) No
      federal or state agency has made any finding or determination as to the
fairness
      of the Shares for public investment nor any recommendation or endorsement
      of the Shares;

    


    (k)
      Except as set forth in the Memorandum, none of the following information has
      ever been represented, guaranteed, or warranted to me expressly or by
      implication, by any broker, the Company, or agents or employees of the
      foregoing, or by any other person:

     

    (i) The
      appropriate or exact length of time that I will be required to hold the
Shares;

    


    (ii) The
      percentage of profit and/or amount or type of consideration, profit, or
loss
      to
      be realized, if any, as a result of an investment in the Shares; or

    


    (iii) That
      the
      past performance or experience of the Company, or associates, agents,
      affiliates, or employees of the Company or any other person, will in
any
      way
      indicate or predict economic results in connection with the purchase
of
      Shares;

    


    (iv) The
      amount of dividends or distributions that the Company will make;

    


    (l)
      I
      have not distributed the Memorandum to anyone, no other person has used the
      Memorandum, and I have made no copies of the Memorandum; and

    


    (m)
      I
      hereby agree to indemnify and hold harmless the Company, its officers,
      directors, and representatives from and against any and all liability, damage,
      cost or expense, including reasonable attorneys fees, incurred on account of
      or
      arising out of:

    


    (i) Any
      inaccuracy in the declarations, representations, and warranties set forth
above;

    


    (ii) The
      disposition of any of the Shares by me which is contrary to the foregoing
declarations,
      representations, and warranties; and

    


    (iii) Any
      action, suit or proceeding based upon (1) the claim that said declarations,
      representations,
      or warranties were inaccurate or misleading or otherwise cause
      for
      obtaining damages or redress from the Company; or (2) the disposition
      of any of the Shares.

    


    (n)
      By
      entering into this Subscription Agreement, I acknowledge that the Company is
      relying on the truth and accuracy of my representations.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      foregoing representation and warranties are true and accurate as of the date
      hereof, shall be true and accurate as of the date of the delivery of the funds
      to the Company and shall survive such delivery. If, in any respect, such
      representations and warranties are not true and accurate prior to delivery
      of
      the funds, I will give written notice of the fact to the Company, specifying
      which representations and warranties are not true and accurate and the reasons
      therefor.

    


    _______________

    Purchaser’s
      Initials

    


    3.  Transferability.
      I
      understand that I may sell or otherwise transfer my Shares only if registered
      under the Securities Act or I provide the Company with an opinion of counsel
      acceptable to the Company to the effect that such sale or other transfer may
      be
      made in absence of registration under the Securities Act. I have no right to
      cause the Company to register the Shares. Any certificates or other documents
      representing my Shares will contain a restrictive legend reflecting this
      restriction, and stop transfer instructions will apply to my
      Shares.

    


    4.   
      Indemnification.
      I
      understand the meaning and legal consequences of the representations and
      warranties contained in Paragraph 2 hereof, and I will indemnify and hold
      harmless the Company, its officers, directors, and representatives involved
      in
      the offer or sale of the Shares to me, as well as each of the managers and
      representatives, employees and agents and other controlling persons of each
      of
      them, from and against any and all loss, damage or liability due to or arising
      out of a breach of any representation or warranty of mine contained in this
      Subscription Agreement.

    


    5.
      Revocation.
      I will
      not cancel, terminate or revoke this Subscription Agreement or any agreement
      made by me hereunder and this Subscription Agreement shall survive my death
      or
      disability.

    


    6.
      Termination
      of Agreement.
      If this
      subscription is rejected by the Company, then this Subscription Agreement shall
      be null and void and of no further force and effect, no party shall have any
      rights against any other party hereunder, and the Company shall promptly return
      to me the funds delivered with this Subscription Agreement.

    


    7.
      Miscellaneous.

    


    (a)
      This
      Subscription Agreement shall be governed by and construed in accordance with
       the
      substantive law of the State of California.

    


    (b)
      This
      Subscription Agreement constitutes the entire agreement between the parties
       hereto
      with respect to the subject matter hereof and may be amended only in writing
       and
      executed by all parties.

    


    8.
      Ownership
      Information.
      Please
      print here the total number of Shares to be purchased, and the exact name(s)
      in
      which the Shares will be registered.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Total
      Shares:_________________

     

    Name(s):_____________________________________________________________

    _____
      Single Person

    _____
      Husband and Wife, as community property

    _____
      Joint Tenants (with right of survivorship)

    _____
      Tenants in Common

    _____
      A
      Married Person as separate property

    _____
      Corporation or other organization

    _____
      A
      Partnership

    _____
      Trust

    _____
      IRA

    _______________

    Purchaser’s
      Initials

    


    _____
      Tax-Qualified Retirement Plan

    (i)
      Trustee(s)/ Custodian_________________________________________

    (ii)
      Trust Date_________________________________________________

    (iii)
      Name of Trust_____________________________________________

    (iv)
      For
      the Benefit of___________________________________________

    


    _____
      Other:________________________________________________________

    (please
      explain)

    


    Social
      Security or Tax I.D.#:____________________________________________

    


    Residence
      Address:

    


    _____________________________________________________________________

    Street
      Address

    _____________________________________________________________________

    City
      State Zip

     

    Mailing
      Address: (Complete only if different from residence)

    


    _____________________________________________________________________

    Street
      Address (If P.O. Box, include address for surface delivery if different
      than

    residence)

    


    _____________________________________________________________________

    City
      State Zip

    


    Phone
      Numbers

    


    Home:
      (_______)_____________________

    Business:
      (_______)___________________

    Facsimile:
      (_______)___________________

    


    _______________

    Purchaser’s
      Initials

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9.
      Date
      and Signatures.
      Dated
      ______________________________, 2008.

    


    


    
      	
            	 	
            
	 Signatures 	 	
              Purchaser
                Name (Print)

            
	 	 	 
	
            	 	
            
	 	 	 
	 	 	 
	
            	 	
            
	(Each co-owner or joint
              owner must
              sign - Names must be signed exactly as listed under “Purchaser
              Name”)
	 	 	 
	 	 	 
	ACCEPTED:	 	 
	 	 	 
	EMVELCO CORP.	 	 
	 	 	 
	 	 	 
	By:  ____________________________________	 	Dated: ___________________________,
              2008
	
              YOSSI
                ATTIA

              President

            	 	 
	 	 	 


    

    


    


    _______________

    Purchaser’s
      Initials

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EMVELCO
      CORP. 

    Investor
      Suitability Questionnaire

    


    


    To:
      Prospective purchasers of Shares of Common Stock (the “Shares”) offered by
      EMVELCO CORP. (the “Company”).

    


    The
      Purpose of this Questionnaire is to solicit certain information regarding your
      financial status to determine whether you are an “Accredited Investor,” as
      defined under applicable federal and state securities laws, and otherwise meet
      the suitability criteria established by the Company for purchasing Shares.
      This
      questionnaire is not an offer to sell securities.

    


    Your
      answers will be kept as confidential as possible. You agree, however, that
      this
      Questionnaire may be shown to such persons as the Company deems appropriate
      to
      determine your eligibility as an Accredited Investor or to ascertain your
      general suitability for investing in the Shares.

    


    Please
      answer all questions completely and execute the signature
      page

    


    A.
      Personal

    


    1.
      Name:___________________________________________________

    


    2.
      Address of Principal Residence:_________________________________

     

    ___________________________________________
      County:__________

    


    3.
      Residence Telephone: (______)_____________________

    


    4.
      Where
      are you registered to vote?________________________________

    


    5.
      Your
      driver’s license is issued by the following state:_________________

    


    6.
      Other
      Residences or Contacts: Please identify any other state where you own a
 residence,
      are registered to vote, pay income taxes, hold a driver’s license or have any
 other
      contacts, and describe your connection with such state:

    


    ___________________________________________________________

    


    ___________________________________________________________

    


    7.
      Please
      send all correspondence to:

    


    (1)_____
      Residence Address (as set forth in item A-2)

     

    (2)_____
      Business Address (as set forth in item B-1)

    


    8.
      Date
      of Birth:_________________________________________________

    


    9.
      Citizenship:___________________________________________________

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10.
      Social Security or Tax I.D. #:_____________________________________

    


    


    B.
      Occupations and Income

    


    1.
      Occupation:____________________________________________

    


    (a)
      Business Address:_________________________________

     

    __________________________________________________

    


    (b)
      Business Telephone Number: (______)_________________

    


    2.
      Gross
      income during each of the last two years exceeded:

    


    (1)_____$25,000
      (2)_____$50,000

    


    (3)_____$100,000
      (4)_____$200,000

    


    3.
      Joint
      gross income with spouse during each of the last two years exceeded
      $100,000

    


    (1)_____Yes
      (2)_____No

    


    4.
      Estimated gross income during current year exceeds:

    


    (1)_____$25,000
      (2)_____$50,000

    


    (3)_____$100,000
      (4)_____$200,000

    


    5.
      Estimated joint gross income with spouse during current year exceeds
      $300,000

    


    (1)_____Yes
      (2)_____No

    


    C.
      Net Worth

    


    1.
      Current net worth or joint net worth with spouse (note that “net worth” includes
      all of the assets owned by you and your spouse in excess of total liabilities,
      including the fair market value, less any mortgage, of your principal
      residence.)

    


    (1)_____$50,000-$100,000
      (2)_____$100,000-$250,000 (3)_____$250,000-$500,000

     

    (4)_____$500,000-$750,000
      (5)_____$750,000-$1,000,000 (6)_____over $1,000,000

    


    2.
      Current value of liquid assets (cash, freely marketable securities, cash
      surrender value of life insurance policies, and other items easily convertible
      into cash) is sufficient to provide for current needs and possible personal
      contingencies:

    


    (1)_____Yes
      (2)_____No

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    D.
      Affiliation with the Company

    


    Are
      you a
      director or executive officer of the Company?

    


    (1)_____Yes
      (2)_____No

    


    E.
      Investment Percentage of Net Worth

    


    If
      you
      expect to invest at least $100,000 in Shares, does your total purchase price
      exceed 10% of your net worth at the time of sale, or joint net worth with your
      spouse.

    


    (1)_____Yes
      (2)_____No

    


    F.
      Consistent Investment Strategy

    


    Is
      this
      investment consistent with your overall investment strategy?

    


    (1)_____Yes  
      (2)_____No

    


    G.
      Prospective Investor’s Representations

    


    The
      information contained in this Questionnaire is true and complete, and the
      undersigned understands that the Company and its counsel will rely on such
      information for the purpose of complying with all applicable securities laws
      as
      discussed above. The undersigned agrees to notify the Company promptly of any
      change in the foregoing information which may occur prior to any purchase by
      the
      undersigned of securities from the Company.

    


    Prospective
      Investor:

    


    


    __________________________________
      Date:________________, 2008

    Signature

    


    


    __________________________________

    Signature
      (of joint purchase if purchase is to be 

    made
      as
      joint tenants or as tenants in common)