ex4_9.htm


    
      

    

    Exhibit
      4.9

    
      SUBSCRIPTION
        AGREEMENT

      FOR

      BAYWOOD
        INTERNATIONAL, INC.

      


      Baywood
        International, Inc., a Nevada corporation (the “Company”), and
        ____________________________________ (“Investor”), in consideration of
        the mutual promises contained in this Subscription Agreement (this “Agreement”)
        and the performance and payment described in this Agreement, the sufficiency
        of
        which is hereby acknowledged, mutually agree as follows:

      


      1.           Subscription.  (a)
        Investor hereby subscribes for and offers to purchase units of the Company’s
        securities described below in exchange for the consideration set forth on
        the
        signature page below.  Each unit consists of (i) 10% Senior
        Convertible Notes (the “Notes”) and (ii) for no additional
        consideration, a certain number of five-year warrants to purchase shares
        of
        common stock, $0.001 par value per share, of the Company (each a
“Warrant,” collectively the “Warrants” and together with the
        Notes, the “Securities”).  The definitive terms for the
        Securities shall be set forth in the following agreements and other documents,
        which are being provided by the Company to Investor with this Agreement
        (together with this Agreement, the “Definitive Agreements”): (x) the
        Note, (y) the Warrant, and (y) the Registration Rights Agreement.

      


      (b)           Upon
        execution and delivery hereof, the Investor shall deliver to the Company
        either
        a check or evidence that a wire transfer has been made to the Company in
        accordance with its instructions, in the full amount of the purchase price
        of
        the Securities for which the Investor is subscribing (the
“Payment”).  In the event that the undersigned shall elect to
        deliver the Payment in the form of a check, such check should be made payable
        to
“Baywood International, Inc.” and have a notation thereon that indicates that
        such check relates to the “Baywood Bridge Financing”.

      


      (c)           The
        Company will hold a closing of the sale of the Securities to Investor (the
        “Closing”) at such time as the Company and Northeast Securities, Inc.
        (“NESC”) may determine.  Upon receipt by the Company of the
        Payment for Securities to be purchased hereunder by Investor, the Investor
        will
        be registered on the books and records of the Company as the record owner
        of the
        securities underlying the Securities so purchased and the Company shall deliver
        to the Investor final, executed copies of the Definitive
        Agreements.

      


      (d)           The
        Company has agreed to pay NESC, as placement agent of this offering, an amount
        equal to ten percent (10%) of the gross proceeds received by the Company
        from
        the offering of the Securities.  The Company has also agreed to
        reimburse NESC for certain out-of-pocket expenses incurring in connection
        with
        this offering, up to a maximum amount of $15,000.  The Company shall
        also pay other expenses associated with completing this offering, including
        without limitation expenses of its counsel and expenses incurred in the
        qualification of the Securities under the blue sky laws of the states where
        the
        Securities will be offering and sold.  Investor understands that O.
        Lee Tawes, III, a shareholder and member of the Board of Directors of the
        Company, is an employee of NESC and may also make an investment in
        Securities.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      2.           Representations
        and Warranties of Investor.  Investor hereby represents and
        warrants to the Company and NESC as follows:

      


      
        	
                 

              	
                (a)

              	
                Investor
                  has full power and authority to enter into this Agreement and the
                  other
                  Definitive Agreements, and such agreement constitutes the valid
                  and
                  legally binding obligation of the Investor, enforceable against
                  the
                  Investor in accordance with its terms, subject to (i) the effects of
                  bankruptcy, insolvency, fraudulent conveyance, reorganization,
                  moratorium
                  and other similar laws relating to or affecting creditors’ rights
                  generally and (ii) general equitable principles (whether considered
                  in a proceeding in equity or at
                  law)

              


      

      


      
        	
                 

              	
                (b)

              	
                Investor
                  is experienced in evaluating and investing in securities such as
                  the
                  Securities and in companies such as the Company.  Investor has
                  substantial knowledge regarding, and experience in, financial and
                  business
                  matters, including knowledge and experience in investing in and
                  evaluating
                  private placement transactions of securities in companies similar
                  to the
                  Company.  Investor is capable of evaluating the risks and merits
                  of its investment in the Securities and in the Company and has
                  the
                  capacity to protect his, her or its own interests.  Investor has
                  been furnished all information it has requested to enable it to
                  evaluate
                  the merits and risks of an investment in the Securities and in
                  the
                  Company.

              


      

      


      
        	
                 

              	
                (c)

              	
                Investor
                  is acquiring the Securities for investment for his, her or its
                  own
                  account, not as a nominee or agent, and not with a view to, or
                  for resale
                  in connection with, any distribution thereof, and Investor has
                  no present
                  intention of selling or distributing the Securities.  By
                  executing this Agreement, Investor further represents that Investor
                  does
                  not have any contract, undertaking, agreement or arrangement with
                  any
                  person to sell, transfer or grant participations to such person
                  or to any
                  third person, with respect to any of the Securities. Investor understands
                  that as of the date of this Agreement the Securities have not been
                  registered under the Securities Act of 1933, as amended (the
                  “Securities Act”).  Investor will not sell or
                  distribute the Securities, except in compliance with applicable
                  securities
                  laws.

              


      

      


      
        	
                 

              	
                (d)

              	
                Investor
                  understands that the Securities it is purchasing are characterized
                  as
                  “restricted securities” under the federal securities laws inasmuch as they
                  are being acquired from the Company in a transaction not involving
                  a
                  public offering and that under such laws and applicable regulations
                  such
                  Securities may be resold without registration under the Securities
                  Act,
                  only in certain limited circumstances.  In the absence of an
                  effective registration statement covering the Securities (or any
                  securities of the Company issued upon conversion thereof) or an
                  available
                  exemption from registration under the Securities Act, the Securities
                  (and
                  any securities of the Company issued upon conversion thereof) must
                  be held
                  indefinitely.  Investor further represents that it is familiar
                  with Rule 144 under the Securities Act, as presently in effect, and
                  understands the resale limitations imposed thereby and by the Securities
                  Act, including the Rule 144 condition that current information about
                  the Company be available to the public.  Such information is not
                  now available and the Company has no present plans to make such
                  information available.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (e)

              	
                Investor
                  has read, understood, and is familiar with the Definitive Agreements,
                  and
                  has had an opportunity to discuss in detail the Company’s business,
                  management and financial affairs with, and to ask questions of,
                  the
                  Company’s managers and employees with regard to the Company, its
                  businesses and other information relevant to Investor, and has
                  reviewed
                  all documents and records of the Company which the Company has
                  provided in
                  response to Investor’s request and has had an opportunity to request and
                  review all documents necessary to fully evaluate the investment
                  decision.  In this regard, Investor understands that while NESC
                  will receive compensation in connection with such offering, it
                  is not
                  guaranteeing or assuming any responsibility for compliance by the
                  Company
                  of the terms of the offering of the Securities or the Definitive
                  Agreements.

              


      

      


      
        	
                 

              	
                (f)

              	
                Investor
                  is financially able to bear the economic risk of investment in
                  the
                  Securities, including a total loss of investment.  Investor has
                  adequate means of providing for its current needs and has no need
                  for
                  liquidity in its investment in the Securities and has no reason
                  to
                  anticipate any material change in its financial condition in the
                  foreseeable future.  Investor understands that the acquisition
                  of the Securities is an investment involving a risk of loss and
                  there is
                  no guarantee that Investor will realize any gain from such investment,
                  and
                  that he, she or it could lose the total amount of such
                  investment.  Investor understands that neither the Securities
                  and Exchange Commission (the “SEC”) nor any other U.S. federal or
                  state agency has reviewed the proposed offering of Securities or
                  made any
                  finding or determination of fairness of the offering of Securities
                  or any
                  recommendation or endorsement of such
                  investment.

              


      

      


      
        	
                 

              	
                (g)

              	
                No
                  representations or warranties have been made to Investor by the
                  Company,
                  NESC or any of their respective agents, managers, employees or
                  affiliates,
                  except for those representations and warranties of the Company
                  set forth
                  in this Agreement or the Definitive Agreements, and in entering
                  into the
                  present transaction Investor is not relying on any information,
                  other than
                  from the results of independent investigation by Investor and as
                  contained
                  in such agreements. Investor understands that the Securities are
                  being
                  offered to him, her or it in reliance on specific exemptions from
                  the
                  registration requirements of U.S. federal and state securities
                  laws and
                  that the Company is relying upon the truth and accuracy of the
                  representations, warranties, agreements, acknowledgements and
                  understandings of Investor set forth herein in order to determine
                  the
                  applicability of such exemptions and the suitability of Investor
                  to
                  acquire the Securities.

              


      

      


      
        	
                 

              	
                (h)

              	
                Investor
                  has its principal residence in the state or jurisdiction set forth
                  on the
                  signature page to this Agreement, and the address and social security
                  number or federal tax identification number, if any, set forth
                  below is
                  the true and correct address and social security number or federal
                  tax
                  identification number of Investor.  Investor has no present
                  intention of becoming a resident of another state or
                  jurisdiction.

              


      

      


      
        	
                 

              	
                (i)

              	
                Investor
                  has accurately and fully completed the Investor Questionnaire,
                  which is
                  incorporated in this Agreement by this reference.  Investor
                  represents that the information contained in the Investor Questionnaire
                  is
                  complete and accurate and may be relied upon by the Company and
                  its
                  officers, directors, and control persons, as well as
                  NESC.  Investor hereby covenants to notify the Company and NESC
                  immediately of any material change in any of the information contained
                  in
                  the Investor Questionnaire.

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (j)

              	
                Investor
                  understands that his, her or its subscription for the Securities
                  is
                  subject to acceptance by the Company, in whole or in part, and
                  understands
                  that his, her or its subscription offer may not be withdrawn or
                  revoked.  Further, Investor understands that there is no minimum
                  amount of investment required in the Company’s offering of the Securities
                  and, accordingly, the Company might elect to accept and close the
                  purchase
                  contemplated by this Agreement even if no minimum amount of Securities
                  is
                  sold.

              


      

      


      
        	
                 

              	
                (k)

              	
                Investor
                  is an “accredited investor,” as such term is defined under Rule 501 of
                  Regulation D promulgated under the Securities Act, as currently
                  in effect,
                  and under state securities or “blue sky”
laws.

              


      

      


      
        	
                 

              	
                (l)

              	
                Investor
                  understands that it shall not be entitled to seek any remedies
                  with
                  respect to its purchase of Securities from any party other than
                  the
                  Company.  Further, Investor acknowledges that NESC has been
                  represented by Hand Baldachin & Amburgey LLP, and that such counsel
                  has not represented and is not representing
                  Investor.

              


      

      


      3.           Security
        Certificate Restrictions.  All certificates representing
        Securities subject to this Agreement shall bear a legend in substantially
        the
        following form:

      


      “NEITHER
        THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE
        HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
        SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
        STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND
        ANY
        APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY (AS DEFINED BELOW) RECEIVES
        AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND
        OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
        MAY BE
        OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER
        CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
        ACT OR APPLICABLE STATE SECURITIES LAWS.”

      


      4.           Representations
        and Warranties of the Company.   The Company hereby
        represents and warrants to Investor as follows:

      


      
        	
                 

              	
                (a)

              	
                The
                  Company is a corporation duly formed, validly existing and in good
                  standing under the laws of the State of Nevada, is duly qualified
                  to do
                  business, and is in good standing as a foreign company, in each
                  jurisdiction in which its ownership or lease of property or the
                  conduct of
                  its businesses requires such qualification, and has all company
                  power and
                  authority necessary to own, lease or hold its properties and to
                  conduct
                  the businesses in which it is presently
                  engaged.

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                There
                  are no actions, suits, proceedings, inquiries or investigations
                  before or
                  by any court, public board, self-regulatory organization or body
                  or
                  governmental agency to which the Company is a party or of which
                  any
                  property or assets of any of the Company is subject which, if determined
                  adversely to the Company, individually or in the aggregate, would
                  reasonably be expected to have a material adverse effect on the
                  business,
                  condition or prospects (financial or other) of the Company (a
                  “Material Adverse Effect”), and, to the best of the Company’s
                  knowledge, no such proceedings are threatened or contemplated by
                  any
                  person, entity or governmental
                  authority.

              


      

      


      
        	
                 

              	
                (c)

              	
                The
                  Company has all necessary company power and authority to execute,
                  issue
                  and deliver the Securities and any securities issued upon the conversion
                  or exercise of the Securities (“Other Securities”); the
                  Securities and the Other Securities have been duly and validly
                  authorized,
                  and, when the Other Securities are duly issued and delivered to
                  the
                  Investor in accordance with the terms of the applicable Definitive
                  Agreement, the Other Securities will be duly and validly authorized
                  and
                  issued, fully paid and non-assessable and will be free and clear
                  of any
                  preemptive rights and liens.

              


      

      


      
        	
                 

              	
                (d)

              	
                The
                  Company has all necessary power and authority to execute and deliver
                  this
                  Agreement and each of the other Definitive Agreements to which
                  it is a
                  party, and to perform its obligations hereunder and thereunder,
                  to issue
                  the Securities and the Other Securities and to consummate the
                  Closing.

              


      

      


      
        	
                 

              	
                (e)

              	
                This
                  Agreement and each of the other Definitive Agreements has been
                  duly
                  authorized, executed and delivered by the Company and, when executed
                  and
                  delivered by the Company, assuming that such Definitive Agreements
                  are or
                  will be the valid and binding agreements of the other parties thereto,
                  will constitute a valid and binding obligation of the Company,
                  enforceable
                  against the Company in accordance with its respective terms, subject
                  to
                  (i) the effects of bankruptcy, insolvency, fraudulent conveyance,
                  reorganization, moratorium and other similar laws relating to or
                  affecting
                  creditors’ rights generally and (ii) general equitable principles
                  (whether considered in a proceeding in equity or at
                  law).

              


      

      


      
        	
                 

              	
                (f)

              	
                The
                  Company is not currently (i) in violation of its Articles of Incorporation
                  or By-laws or (ii) in default in any material respect, and no event
                  has
                  occurred which, with notice or lapse of time or both, would constitute
                  such a default, in the due performance or observance of any term,
                  covenant
                  or condition contained in any indenture, mortgage, deed of trust,
                  loan
                  agreement, note, lease, license, franchise agreement, permit, certificate,
                  contract or other agreement or instrument to which it is a party
                  or by
                  which it is bound or to which any of its properties or assets is
                  subject,
                  except, in the case of clause (ii), as would not, individually
                  or in the
                  aggregate, reasonably be expected to have a Material Adverse
                  Effect.

              


      


      
        
          
          

        

        
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                (g)

              	
                The
                  financial statements, including the related notes and supporting
                  schedules, included in the Company’s filings with the SEC comply in all
                  material respects with the applicable accounting requirements of
                  the SEC
                  and present fairly the financial condition, results of operations
                  and
                  changes in financial position of the Company on the basis stated
                  therein
                  at the respective dates or for the respective periods to which
                  they apply;
                  such statements and related schedules and notes have been prepared
                  in
                  accordance with generally accepted accounting principles in the
                  United
                  States (“GAAP”) consistently applied throughout the periods
                  involved.

              


      

      


      
        	
                 

              	
                (h)

              	
                None
                  of the materials provided by the Company to the Investor contains
                  any
                  untrue statement of a material fact or omits to state a material
                  fact
                  necessary in order to make the statements therein, in the light
                  of the
                  circumstances under which they were made, not
                  misleading.

              


      

      


      
        	
                 

              	
                (i)

              	
                Since
                  December 31, 2004, the Company has filed all reports, schedules,
                  statements and other documents required to be filed by it with
                  the
                  SEC.  Such documents, when they became effective or were filed
                  with the SEC, as the case may be, conformed in all material respects
                  to
                  the requirements of the Securities Exchange Act of 1934, as amended,
                  and
                  the rules and regulations of the SEC thereunder (collectively,
                  the
                  “Exchange Act”); and none of such documents contained any untrue
                  statement of a material fact or omitted to state any material fact
                  required to be stated therein or necessary to make the statements
                  therein,
                  in the light of the circumstances under which they were made, not
                  misleading.

              


      

      


      
        	
                 

              	
                (j)

              	
                The
                  execution, delivery and performance by the Company of this Agreement
                  and
                  the other Definitive Agreements, the performance of the obligations
                  of the
                  Company hereunder and thereunder, the issuance of the Securities
                  and the
                  Other Securities, and the consummation of the closing of this offering
                  will not, as of the Closing, (i) conflict with or result in a breach
                  or
                  violation of any of the terms or provisions of, or constitute a
                  default
                  under, any indenture, mortgage, deed of trust, loan agreement,
                  note,
                  lease, license, franchise agreement, permit, certificate, contract
                  or
                  other agreement or instrument to which the Company is a party or
                  by which
                  the Company is bound or to which any of the property or assets
                  of the
                  Company is subject, (ii) result in any violation of the provisions
                  of the
                  Company’s Articles of Incorporation or By-laws or any statute or any
                  order, rule or regulation of any court or governmental agency or
                  body
                  having applicable to or jurisdiction over the Company or any of
                  its
                  respective properties or assets, (iii) result in the imposition
                  or
                  creation of (or the obligation to create or impose) any lien under
                  any
                  agreement or instrument to which the Company is a party or by which
                  any of
                  the Company or its properties or assets are bound or (iv) result
                  in the
                  suspension, termination or revocation of any permit, license, consent,
                  exemption, franchise, authorization or other approval (each, an
                  “Authorization”) of the Company or any other impairment of the
                  rights of the holder of any such Authorization, except, in the
                  case of
                  clauses (i), (iii) and (iv), as would not, individually or in the
                  aggregate, reasonably be expected to have a Material Adverse
                  Effect.

              


      

      


      
        	
                 

              	
                (k)

              	
                No
                  consent, approval, authorization or order of, or filing or registration
                  with, any court or governmental agency or body is required for
                  the
                  execution, delivery and performance of the Definitive Agreements
                  by the
                  Company, the issuance of the Securities and the Other Securities,
                  the
                  performance of the obligations of the Company hereunder and thereunder
                  and
                  the consummation of the closing of the transactions contemplated
                  hereby
                  and thereby.

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (l)

              	
                The
                  capitalization of the Company outstanding immediately prior to
                  the Closing
                  is set forth on Exhibit A hereto.  No capital stock of the
                  Company or capital stock of the Company issuable upon exercise
                  or exchange
                  of any outstanding options, warrants or rights, are subject to
                  any
                  preemptive rights, rights of first refusal or other rights to purchase
                  capital stock of the Company (whether in favor of the Company or
                  any other
                  person).

              


      

      


      5.           Further
        Agreement by the Company.  In addition to the other agreements of
        the Company in this Agreement, the Company agrees to conduct this offering
        of
        Securities in compliance with the requirements of Regulation D under the
        Securities Act and not to sell, offer for sale or solicit offers to buy or
        otherwise negotiate in respect of any security (as defined in the Securities
        Act) that would be integrated with the sale of the Securities to the Investor
        in
        a manner that would require the registration of any such sale of any of the
        Securities under the Securities Act.

      


      6.           Headings.  Paragraph
        headings are not to be considered as part of this Agreement, are included
        solely
        for convenience, and are not intended to be full or accurate descriptions
        of the
        contents thereof.

      


      7.           Construction.  Unless
        the context requires otherwise, words denoting the singular may be construed
        as
        denoting the plural, and words of one gender may be construed as denoting
        such
        other gender as is appropriate.  The word including (and variations
        thereof) is used in an illustrative sense rather than a limiting
        sense.

      


      8.           Succession
        and Assignment.  All of the terms and provisions of this Agreement
        shall be binding upon and shall inure to the benefit of the parties hereto
        and
        their respective successors and assigns.  Neither party may assign
        this Agreement or any of their rights, interests or obligations in this
        Agreement without the prior written consent of the other party.

      


      9.           Notices.  All
        notices that are required or permitted hereunder shall be in writing and
        shall
        be sufficient if personally delivered, sent by facsimile in the case of notice
        to the Company only, or sent by registered or certified mail or Federal Express
        or other nationally recognized overnight delivery service.  Any
        notices shall be deemed given upon the earlier of the date when received
        at, the
        day when delivered via facsimile or the third day after the date when sent
        by
        registered or certified mail or the day after the date when sent by Federal
        Express to, the address set forth below, unless such address is changed by
        notice to the other party hereto:

      


      To
        the
        Company:

      


      Baywood
        International, Inc.

      14950
        North 83rd
        Place

      Suite
        1

      Scottsdale,
        Arizona 85260

      Attn:
        Chief Executive Officer

      Facsimile:
        (480) 483-2168


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      To
        the
        Investor:  As set forth on the signature page hereto.

      


      10.           Governing
        Law, etc.  This Agreement will be governed by and construed in
        accordance with the laws of the State of New York, as applied to contracts
        made
        and performed within such State, without regard to principles of conflicts
        of
        law.  Each of the parties hereto irrevocably submits to the exclusive
        jurisdiction of the courts of the State of New York and the United States
        District Court for the Southern District of New York, in each case sitting
        in
        the Borough of Manhattan, City of New York, for the purpose of any suit,
        action,
        proceeding or judgment relating to or arising out of this
        Agreement.  Service of process in connection with any such suit,
        action or proceeding may be served on each party hereto anywhere in the world
        by
        the same methods as are specified for the giving of notices under this
        Agreement.  Each of the parties hereto irrevocably consents to the
        jurisdiction of any such court in any such suit, action or proceeding and
        to the
        laying of venue in such court.  Each party hereto irrevocably waives
        any objection to the laying of venue of any such suit, action or proceeding
        brought in such courts and irrevocably waives any claim that any such suit,
        action or proceeding brought in any such court has been brought in an
        inconvenient forum.  Notwithstanding any provision hereof to the
        contrary, if any dispute arises regarding this Agreement, the prevailing
        party
        shall, in addition to any other relief to which it is entitled, be entitled
        to
        an aware of its reasonable attorneys’ fees and all of its other reasonable costs
        incurred in connection with such dispute.

      


      11.           Severability.  Wherever
        possible, each provision of this Agreement will be interpreted in such manner
        as
        to be effective and valid under applicable law.  However, if for any
        reason any one or more of the provisions of this Agreement are held to be
        invalid, illegal or unenforceable in any respect, such action will not affect
        any other provision of this Agreement.  In such event, this Agreement
        will be construed as if such invalid, illegal or unenforceable provision
        had
        never been contained in it.

      


      12.           Amendments
        and Waivers.  No amendment of any provision of this Agreement will
        be valid unless it is in writing and is signed by the parties.  No
        waiver by any party of any default, misrepresentation or breach of warranty
        or
        covenant under this Agreement, whether intentional or not, will be deemed
        to
        extend to any prior or subsequent default, misrepresentation or breach of
        warranty or covenant under this Agreement or will affect in any way any rights
        arising by virtue of any prior or subsequent such occurrence, and no waiver
        will
        be effective unless set forth in writing and signed by the party against
        whom
        such waiver is asserted.

      


      13.           Entire
        Agreement.  This Agreement including the Investor Questionnaire,
        which is incorporated in and constitutes a part of this Agreement, contains
        the
        entire agreement of the parties and supersedes all prior oral or written
        agreements and understandings with respect to the subject matter.

      


      14.           Counterparts.  This
        Agreement may be executed in two or more counterparts (delivery of which
        may
        occur via facsimile), each of which shall be binding as of the date first
        written above, and, when delivered, all of which shall constitute one and
        the
        same instrument.  A facsimile signature or electronically scanned copy
        of a signature shall constitute and shall be deemed to be sufficient evidence
        of
        a party’s execution of this Agreement, without necessity of further
        proof.  Each such copy shall be deemed an original, and it shall not
        be necessary in making proof of this Agreement to produce or account for
        more
        than one such counterpart.

      [Signature
        page follows]


      
        
          
          

        

        
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      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

      


      1.           Date:
        September 7, 2006

      


      2.           Consideration/Principal
        Amount of Notes: $__________________ in cash (must be at least
        $50,000).

      


      Investor
        represents that:

      


      
        	
                 

              	
                (a)

              	
                the
                  representations and warranties contained in this Agreement are
                  complete
                  and accurate and may be relied upon by the Company,
                  and

              


      

      


      
        	
                 

              	
                (b)

              	
                Investor
                  will notify the Company immediately of any change in any of such
                  representations and warranties, as well as any change to the information
                  contained in this signature page and in the Investor Questionnaire
                  accompanying this Agreement.

              


      

      


      IN
        WITNESS WHEREOF, the undersigned has executed this Agreement and executed
        the
        Investor Questionnaire attached hereto on this __ day of September,
        2006.

      


      


      
        	 	 	 
	
                Signature
                  of Investor

              	 	
                Taxpayer
                  Identification or

              
	 	 	
                Social
                  Security Number

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                Name
                  and Residence Address

              	 	
                Mailing
                  Address if Different

              
	
                (Post
                  Office Address Not Acceptable)

              	 	
                from
                  Residence Address

              


      

      


      


      Type
        of
        Ownership (check one):

      


      
        	 	 	
                Individual
                  Ownership

              
	 	 	 
	 	 	
                Community
                  Property (each spouse must sign)

              
	 	 	 
	 	 	
                Joint
                  Tenants with Right of Survivorship (all sign)

              
	 	 	 
	 	 	
                Tenants
                  in Common (all sign)

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                Trust

              	 	 
	 	 	 	 	 
	 	 	
                Corporation

              	 	 
	 	 	 	 	 
	 	 	
                S
                  Corporation

              	 	 
	 	 	 	 	 
	 	 	
                C
                  Corporation

              	 	 
	 	 	 	 	 
	 	 	
                Company

              	 	 
	 	 	 	 	 
	 	 	
                Other
                  (please specify type of entity

              	 	
                )

              


      

      


      


      ACCEPTANCE

      


      This
        Subscription Agreement between Investor and Baywood International, Inc. is
        hereby accepted as of September 7, 2006.

      


      


      
        	 	
                BAYWOOD
                  INTERNATIONAL, INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name: 

              
	 	
                Title: 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      CAPITALIZATION
        TABLE