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Exhibit No. 4.3



SUBSCRIPTION AGREEMENT




Ocean West Holding, Inc.

15991 Redhill Avenue

Suite 110

Tustin, California 92780



Gentlemen:




          1. Subscription. The undersigned subscriber (the “Purchaser”) hereby
subscribes for and agrees to purchase One Million Five Hundred Thousand
(1,500,000) shares of senior preferred stock (the “Shares”) of Ocean West
Holdings, Inc., a Delaware corporation (the “Company”) for an aggregate
purchase price of One Million Five Hundred Thousand Dollars ($1,500,000.00)
(the “Subscription Price”).



          2. Payment. The Purchaser hereby tenders the full amount of the
Subscription Price by delivery of a check payable to Ocean West Holding, Inc.
or by wire transfer to the Company’s designated account.



          3. Representations, Warranties and Covenants of Purchaser. The Purchaser
hereby acknowledges, represents and warrants to and agrees with the Company
that:



          (a) The Shares are not registered under the Securities Act of 1933 (the
“Securities Act”) or any state securities laws. The Subscriber understands
that the offering and sale of such Shares is intended to be exempt from
registration under the Securities Act by virtue of Section 4(2) of the
Securities Act and the provisions of Rule 506 of Regulation D promulgated
thereunder, based, in part, upon the representations, warranties and agreements
contained in this Subscription Agreement.



          (b) The Purchaser has received and reviewed all information the Purchaser
considers necessary or appropriate for deciding whether to purchase the Shares.
The Purchaser further represents that the Purchaser has had an opportunity to
ask questions and receive answers from the Company and its officers and
employees regarding the terms and conditions of purchase of the Shares and
regarding the business, financial affairs and other aspects of the Company and
has further had the opportunity to obtain any information (to the extent the
Company possesses or can acquire such information without unreasonable effort
or expense) which the Purchaser deems necessary to evaluate the investment and
to verify the accuracy of information otherwise provided to the Purchaser.



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          (c) The Purchaser has such business or financial experience as to be
capable of evaluating the merits and risks of an investment in the Shares and
protecting the Purchaser’s own interests in connection with this investment.



          (d) Since the offer and sale of the Shares have not been registered under
the Securities Act in reliance upon Section 4(2) of the Securities Act and Rule
506 of Regulation D promulgated thereunder, the Purchaser will offer or resell
the Shares only in compliance with the provisions of all applicable Federal and
state securities laws and regulations. The Purchaser will offer or resell such
Shares only if such Shares are registered under the Securities Act or an
exemption from such registration is available. Unless the Shares that are the
subject of such offer or sale are registered under the Securities Act or an
exemption from registration is available (in which latter case the Company
shall have received an opinion of counsel, in form and substance reasonably
satisfactory to the Company, to such effect), the Company shall not permit the
transfer of the Shares.



     The Purchaser understands and agrees that the Company may take such
reasonable steps as it deems appropriate to ensure compliance with the offer,
resale and other restrictions on transfer contained in this Subscription
Agreement (the “Agreement”) and in Regulation D, including instituting “stop
transfer” instructions with respect to the Shares and endorsing restrictive
legends on certificates representing such Shares. A legend substantially
similar to the one set forth below shall be placed on the certificates
representing the Shares:




“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THESE SHARES UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACT”.



          (e) The Purchaser understands that the Shares are “restricted securities”
under the Federal securities laws in that such Shares will be acquired from the
Company in a transaction not involving a public offering, and that under such
laws and applicable regulations such Shares may be resold without registration
under the Act only in certain limited circumstances and that otherwise such
Shares must be held indefinitely. In this connection, the Purchaser represents
that the Purchaser understands the resale limitations imposed by the Securities
Act and is familiar with SEC Rule 144, as presently in effect, and the
conditions which must be met in order for that Rule to be available for resale
of “restricted securities,” including the requirement that the Shares must be
held for at least one year after purchase thereof from the Company prior to
resale (two years in the absence of publicly available information about the
Company) and the condition that there be available to the public current
information about the Company under certain circumstances.



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          (f) Without in any way limiting the representations set forth above, the
Purchaser further agrees not to make any disposition of all or any portion of
the Shares purchased hereunder unless and until:



               (i) There is then in effect a registration statement under the Securities
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement and any applicable requirements of
state securities laws; or



               (ii) The Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition, and if reasonably
requested by the Company the Purchaser shall have furnished the Company with a
written opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of any securities under the
Securities Act or the consent of or a permit from appropriate authorities under
any applicable state securities law. The Purchaser understands that the
Company will not require opinions of counsel for transactions made pursuant to
SEC Rule 144, provided it is provided with all certificates and other
information it may reasonably request to permit it to determine that the
subject disposition is, in fact, exempt from the registration requirements of
the Securities Act pursuant to SEC Rule 144.



               (iii) In the case of any disposition of any of the Shares pursuant to SEC
Rule 144, in addition to the matters set forth in paragraph 3(f)(ii) above, the
Purchaser shall promptly forward to the Company a copy of any Form 144 filed
with the SEC with respect to such disposition and a letter from the executing
broker satisfactory to the Company evidencing compliance with SEC Rule 144. If
SEC Rule 144 is amended or if the SEC’s interpretations thereof in effect at
the time of any such disposition by the Purchaser have changed from its present
interpretations thereof, the Purchaser shall provide the Company with such
additional documents as it may reasonably require.



          (g) The Purchaser is acquiring the Shares for investment purposes and not
with a view towards the distribution of the Shares. The Purchaser does not
have any agreement, oral or written, with any person to sell, transfer, or
grant participation to such person or any third person with respect to such
Shares, and no other person has a direct or indirect beneficial interest in the
Shares being purchased hereunder.



          (h) The Purchaser has a sufficient net worth to sustain a loss of the
Purchaser’s entire investment in the Shares in the event such a loss should
occur. The Purchaser’s overall commitment to investments which are not readily
marketable is not excessive in view of the Purchaser’s net worth and financial
circumstances and the purchase of the Shares will not cause such commitment to
become excessive.



          (i) The Purchaser is an “accredited investor” as that term is defined in
Rule 501(a) of Regulation D under the Securities Act.



          (j) The execution and delivery of this Agreement and the purchase of the
Shares by the Purchaser pursuant to this Agreement will not violate any statute
or law, or any judgment, decree, order, regulation or rule of any court or
governmental authority by which the Purchaser is



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bound, or any agreement, oral or written, to which the Purchaser is a
party or by which the Purchaser is or may be bound.



          (k) The Purchaser shall fully indemnify, protect, defend, and hold
harmless the Company, and its affiliates, officers, directors, stockholders,
agents, employees, attorneys, successors, and assigns from and against all
claims, actions, causes of action, damages, losses, costs, liabilities, and
expenses (including costs of investigation, defense, and attorneys’ fees)
whatsoever which may result from a breach of the representations, warranties,
agreements and acknowledgments of the Purchaser contained in this Agreement or
from any misrepresentation or omission of a material fact in any other document
delivered in connection with this Agreement.



          (l) If a person is executing this Agreement in a representative or
fiduciary capacity on behalf of the Purchaser, such person has full power and
authority to execute and deliver this Agreement on behalf of the subscribing
corporation, partnership, trust or other entity which is the Purchaser, and
such corporation, partnership, trust or other entity has full right and power
to enter into and perform this Agreement.



          (m) The Purchaser shall promptly notify the Company if any of the
foregoing representations, warranties, covenants or acknowledgments becomes
untrue in any material respect prior to the issuance of the Shares to the
Purchaser.



          4. Survival. The representations and warranties contained in this
Agreement shall remain operative and in full force and effect regardless of any
investigation made by any party hereto, or acceptance of any of the Shares and
payment therefor.



          5. Miscellaneous.



          (a) This Agreement may be amended only by a writing executed by all
parties.



          (b) This Agreement is not transferable or assignable by the Purchaser.



          (c) This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.



          (d) This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada.



          (e) All notices or other communications given or made hereunder shall be
in writing and shall be validly given or made to another party if given by
personal delivery or facsimile or if deposited in the United States mail,
certified or registered, postage prepaid, return receipt requested. If such
notice or other communication is given by personal delivery or facsimile,
delivery shall be conclusively deemed made at the time of receipt. If such
notice or other communication is given by mail, such notice or other
communication shall be conclusively deemed given forty-eight (48) hours after
deposit thereof in the United States mail addressed to the party to whom such
notice or other communication is to be given at their respective address set
forth in this Agreement, which
may be changed from time to time by notice delivered in accordance with
this paragraph.



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     IN WITNESS WHEREOF, the Purchaser has executed this Subscription Agreement
effective as of July 1, 2004.



	 	 	 
	

	 	/s/ Wayne K. Bailey CFO
	

	 	(Signature)
	 
	 	 
	

	 	Wayne K. Bailey CFO,
	

	 	Consumer Direct of America
	

	 	(Printed Name)
	 
	 	 
	

	 	Address:6330 South Sandhill Road
	

	 	Las Vegas, NV 89120







Accepted:

Ocean West Holding Corporation



By:/s/ Marshall L. Stewart

Title: President and CEO





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