EXHIBIT 10.2

                             SUBSCRIPTION AGREEMENT


To: Onny Investment Limited



Ladies and Gentlemen:

         The   undersigned   subscriber   ("Subscriber")   hereby  tenders  this
Subscription  Agreement (this "Agreement") in accordance with and subject to the
terms and conditions set forth herein:

         1. Subscription.

         1.1 Subscriber  hereby subscribes for and agrees to purchase the number
of  shares  (the  "Shares")  of  convertible  preferred  stock  (the  "Preferred
Shares"),  of Onny Investment  Ltd., a British Virgin Islands  corporation  (the
"Company"),  indicated on the  signature  page  attached  hereto at the purchase
price set forth on such signature page (the  "Purchase  Price").  Subscriber has
made payment by wire transfer of funds in accordance with  instructions from the
Company in the full amount of the  Purchase  Price of the  Preferred  Shares for
which Subscriber is subscribing (the "Payment").

         1.2 This  Agreement  is part of an offering of  Preferred  Shares being
conducted by the Company (the "Offering").  Under the terms of the Offering, the
Company  seeks to raise $5  million  (USD)  (proceeds  from the  Offering  being
referred to herein as the "Gross Offering  Proceeds") based on an Offering price
of $500 per  share,  which  represents  25.2%  of the  equity  ownership  in the
Company.  As  soon  as  reasonably  practicable  following  the  closing  of the
Offering,  such Preferred  Shares shall be converted on a one for one basis into
shares of the Company's  common  capital stock and then  exchanged for shares of
the common stock (the "Public Company Shares") of a US domiciled company that is
obligated  to  file  periodic  reports  with  the  US  Securities  and  Exchange
Commission  and whose  shares are eligible  for  quotation on the NASD  Over-the
Counter  Bulletin  Board  (the  "Public  Company")  upon the  closing of a stock
exchange  transaction (the "Exchange  Transaction")  between the Company and the
Public Company. Upon consummation of the Exchange Transaction, it is anticipated
that  Subscribers  in the Offering  will own 20 % of the issued and  outstanding
common stock of the Public Company.  The Subscribers and the Company acknowledge
and agree that immediately  after the consummation of the Exchange  Transaction,
the Public  Company  shall  issue to Ms.  Heung Mei Tsui (a  shareholder  of the
Company) an additional  4,723,056  shares of the Public Company Stock (the "Post
Closing  Shares")  to which she would  otherwise  have been  entitled  under the
Exchange Transaction.

         1.3 The Company  agrees that  neither it nor the Public  Company  shall
undertake any other financings (other than acquisitions  utilizing capital stock
of the  Company  or the  Public  Company,  it being  understood  that the shares
issuable in such  transaction  shall not be  registered  until the  Registration
Statement is deemed  effective by the SEC)  involving  Equity  Common Shares (as
defined  below) on terms more  favorable than those in the Offering until thirty
(30) days after the effectiveness of the Registration Statement (as that term is
defined  below)  covering all of the Public  Company  Shares,  without the prior
written  approval  of the  holders  of a majority  of the  holders of the Public
Company  Shares.  The Company and the Public Company may complete a financing on
terms that are less  favorable  than those in the Offering at their  discretion;
however,  the Company acknowledges that the Equity Common Shares sold in such an
offering can not be registered for resale until after the date the  Registration
Statement is declared  effective by the SEC. The term "Equity  Common Shares" as
used herein shall mean all capital  stock of the Company or the Public  Company,
plus all rights, warrants, options,  convertible preferred shares, indebtedness,
exchangeable  securities or other rights,  exercisable for or convertible  into,
directly or  indirectly,  capital  stock of the  Company or the Public  Company.
Notwithstanding  the above,  "Equity Common Shares" shall not include any common
shares of the Public  Company  issued  pursuant to any incentive or stock option
plan  of the  Public  Company  approved  by the  shareholders  or the  board  of
directors of the Public Company.


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         1.4 Subscriber  understands that it will not earn interest on any funds
held by the Company prior to the date of closing of the Offering. The funds will
be held in escrow  pending the closing of the Offering.  Attached as Exhibit "A"
hereto is the form of Escrow Agreement (the "Escrow Agreement") that will govern
the  maintenance of funds until the sooner of the closing of the Offering or the
expiration  thereof.  The  Closing  Date of the  Offering  is referred to as the
"Closing  Date." The Closing  shall occur on or before  October  15,  2005.  The
Company  shall have the right to a one time 45 day extension of the Closing Date
upon receipt of the written  consent of all Subscribers to the Offering . If the
Offering is not closed by said date all Gross  Offering  Proceeds then in escrow
shall be  returned  to the  Subscriber.  The  closing  shall be  deemed  to have
occurred upon the satisfaction of the following  conditions and in the following
sequence:  (a)  confirmation  from the Escrow Agent, as identified in the Escrow
Agreement,  that $5million is on deposit;  (b)  participation by the each of the
Subscribers  to the  Offering in the  Exchange  Transaction;  and (c) the Public
Company files a  registration  statement on a suitable  form (the  "Registration
Statement")  with the U.S.  Securities  and Exchange  Commission to register the
Public  Company Shares held by the  Subscribers to the Offering.  Gross Offering
Proceeds will not be released to either the Company or the Public  Company until
such  time as each of the  forgoing  has been  completed.  Certificates  will be
issued in the name of each such Subscriber, and the name of such Subscriber will
be registered on the stock  transfer  books of the Public  Company as the record
owner of  Public  Company  Shares.  As of the  filing  date of the  Registration
Statement,  the Public Company will promptly thereafter issue to each subscriber
a stock certificate for the Public Company Shares to which it is entitled.

         1.5 Subscriber  hereby agrees to be bound hereby upon (i) execution and
delivery to the Company of the signature page to this Agreement and (ii) written
acceptance  on the  Closing  Date by the Company of  Subscriber's  subscription,
which shall be confirmed by faxing to the  Subscriber the signature page to this
Agreement that has been executed by the Company (the "Subscription").

         2. Offering Materials

         Subscriber represents and warrants that it is in receipt of and that it
has carefully read the following items:

                  (a) The Company's business plan, the form of which is attached
         hereto (the "Business Plan");

                  (b) The rights and  privileges  are  described in the Restated
         and Amended Articles of Incorporation of the Company;

                  (c)  The  audited  financial   statements  of  Hainan  Helpson
         Medicine & Biotechnique  Co.,  Ltd.,  the Company's  sole  wholly-owned
         subsidiary in China  ("Helpson"),  for the fiscal years ended  December
         31, 2003 and 2004 and June 30, 2005 (the "Financial Statements");

                  (d) The Exchange Agreement;

                  (e) The Escrow Agreement; and

                  (f) A draft of the Registration Statement.

         The  documents  listed in this Section 2 shall be referred to herein as
the "Disclosure Documents."

         3. Conditions to Subscriber's Obligations.

         3.1 The obligation of Subscriber to close the transaction  contemplated
by this Agreement (the "Transaction") is subject to the satisfaction on or prior
to the  Closing  Date of the  following  conditions  set forth in  Sections  3.2
through 3.8 hereof.

         3.2 The Company shall have executed this Agreement.

         3.3  The  Board  of  Directors  of  the  Company   shall  have  adopted
resolutions consistent with Section 4.1(d) below.



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<PAGE>

         3.4  Subscriber  shall  have  received  copies  of  all  documents  and
information  which it may  have  reasonably  requested  in  connection  with the
Offering.

         3.5 The Exchange shall have been simultaneously consummated.

         3.6 The  Registration  Statement shall have been filed with the SEC. It
being further acknowledged that the effectiveness of the Registration  Statement
shall  be  maintained  until  the  earlier  of  the  second  anniversary  of the
declaration  of its  effectiveness  by the SEC or the date all the shares of the
common stock registered therein have been sold.

         3.7 The representations and warranties of the Company shall be true and
correct on and as of the Closing Date as though made on and as of such date.

         3.8 If so requested by Subscriber,  the Company shall have delivered to
the custodian for the Subscriber duly executed certificate(s), registered in the
name of Subscriber's nominee, representing the Public Company Shares.

         4. Representations and Warranties; Covenants; Survival.

         4.1 The Company represents and warrants to Subscriber that, at the date
of this Agreement and as of the Closing Date:

                  (a) The Company and each of its  subsidiaries are corporations
         duly organized, validly existing and in good standing under the laws of
         their jurisdiction of incorporation, with all requisite corporate power
         and authority to carry on the business in which they are engaged and to
         own the  properties  they own, and the Company has all requisite  power
         and  authority to execute and deliver this  Agreement and to consummate
         the  transactions  contemplated  hereby.  The  Company  and each of its
         subsidiaries  are duly qualified and licensed to do business and are in
         good standing in all  jurisdictions  where the nature of their business
         makes such  qualification  necessary,  except  where the  failure to be
         qualified or licensed  would not have a material  adverse effect on the
         business  of the Company and its  subsidiaries,  taken as a whole.  The
         ownership of Helpson by the Company  complies with all applicable  laws
         of the People's Republic of China.

                  (b) Except as otherwise described in the Disclosure Documents,
         there  are  no  legal   actions  or   administrative   proceedings   or
         investigations  instituted,  or to the best  knowledge  of the  Company
         threatened,  against  the  Company  or  its  subsidiaries,  that  could
         reasonably be expected to have a material adverse effect on the Company
         or any subsidiary,  any of the Preferred Shares, or the business of the
         Company  and its  subsidiaries,  or  which  concerns  the  transactions
         contemplated by this Agreement.

                  (c) The audited financial statements of Helpson as of December
         31,  2003  and  2004,  and as of June  30,  2005  including  the  notes
         contained therein,  fairly present the financial position of Helpson at
         the respective  dates thereof and the results of its operations for the
         periods purported to be covered thereby. Such financial statements have
         been  prepared  in  conformity  with  generally   accepted   accounting
         principles  consistently  applied  with  prior  periods  subject to any
         comments and notes contained  therein.  Since June 30, 2005,  there has
         been no  material  adverse  change in the  financial  condition  of the
         Company  or  Helpson  from  the  financial  condition  stated  in  such
         financial statements.

                  (d) The Company, by appropriate and required corporate action,
         has, or will have prior to the closing,  duly  authorized the execution
         of this  Agreement  and duly  effected the issuance of the  convertible
         Preferred Shares.  The convertible  Preferred Shares are not subject to
         preemptive or other rights of any  stockholders of the Company and when
         issued in accordance  with the terms of this  Agreement,  the Preferred
         Shares will be validly issued,  fully paid and  nn-assessable  and free
         and clear of all pledges, liens and encumbrances.

                  (e)  Performance  of this  Agreement and  compliance  with the
         provisions  hereof will not violate any provision of any applicable law
         or of  the  charter  documents  of  the  Company,  or  of  any  of  its
         subsidiaries,  and,  will not conflict  with or result in any breach of
         any of the terms,  conditions or provisions of, or constitute a default



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         under,  or result in the creation or imposition of any lien,  charge or
         encumbrance upon, any of the properties or assets of the Company, or of
         any of  its  subsidiaries,  pursuant  to the  terms  of any  indenture,
         mortgage,  deed of trust or other agreement or instrument  binding upon
         the  Company,  or any of its  subsidiaries,  other than such  breaches,
         defaults or liens which would not have a material adverse effect on the
         Company and its  subsidiaries  taken as a whole.  The Company is not in
         default  under any provision of its  organizational  documents or under
         any  provision of any  agreement or other  instrument  to which it is a
         party or by which it is bound or of any law,  governmental  order, rule
         or  regulation  so as to affect  adversely in any  material  manner its
         business or assets or its condition, financial or otherwise.

                  (f) The Disclosure  Documents,  taken together, do not contain
         any untrue  statement  of a  material  fact or omit to state a material
         fact  required to be stated  therein to make the  statements  contained
         therein not misleading.

                  (g) This Agreement has been duly executed and delivered by the
         Company and constitutes a valid and binding  obligation of the Company,
         enforceable against the Company in accordance with its terms.

                  (h) No registration, authorization, approval, qualification or
         consent of any court or  governmental  authority or agency is necessary
         in connection  with the execution and delivery of this Agreement or the
         offering,   issuance  or  sale  of  the  Preferred  Shares  under  this
         Agreement.

                  (i)  The  Company  is not  now,  and  after  the  sale  of the
         Preferred  Shares under this  Agreement and under all other  agreements
         and the  application of the net proceeds from the sale of the Preferred
         Shares will not be, an "investment  company"  within the meaning of the
         Investment Company Act of 1940, as amended.

                  (j) Subject to the accuracy of the Subscriber' representations
         and  warranties in Section 7 of this  Agreement,  the offer,  sale, and
         issuance of the Preferred  Shares in conformity  with the terms of this
         Agreement  constitute  transactions  made exempt from the  registration
         requirements  of Section 5 of the  Securities  Act of 1933,  as amended
         (the  "Securities  Act")  and from the  registration  or  qualification
         requirements of the laws of any applicable state.

                  (k) Neither the Company,  nor any of its  affiliates,  nor any
         person acting on its or their behalf,  has directly or indirectly  made
         any offers or sales in any security or solicited  any offers to buy any
         security under circumstances that would require  registration under the
         Securities Act of the issuance of the Shares to the Subscriber.

                  (l) Ms.  Heung Mei Tsui will  escrow  that number of shares of
         the Public Company's common stock, that she will receive as a result of
         the  Exchange  Transaction,  representing  20% of the Public  Company's
         issued and outstanding  common capital stock immediately  following the
         closing of the Exchange  Transaction (the "Make Good Pool"), so that in
         the event the consolidated  financial  statements of the Public Company
         do not  reflect $8 million  of Net  Income  ("NI") for the fiscal  year
         ending December 31, 2006 (the "Guaranteed NI") the Make Good Shares can
         be  distributed  on a pro rata to the  Subscribers  of this Offering in
         accordance with the following formula:

                  Make  Good  Shares = (($8  million  - Actual FY 06 US GAAP Net
         Income) /$8m)X Make Good Pool

                  If  required,  the  Make  Good  Shares  will be  delivered  to
         participants  in the Offering within ten (10) business days of the date
         the audit report for the period is filed with the SEC.

                  (m) Halter  Financial  Group agrees that,  without the express
         written consent of the Company, it will not sell, transfer or otherwise
         dispose  of,  except  to its  affiliates,  fifty  percent  (50%) of its
         holdings  in the  Public  Company  until  the  earlier  of the date the
         Company  completes an equity based  financing or the date which is nine
         months following the Closing of this Offering



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<PAGE>

                  (n)  Immediately  following  the  Closing,  but no later  than
         9:30am  Eastern Time on the  following  business day, the Company shall
         issue  a  press  release,  in  a  form  suitable  to  the  Subscribers,
         disclosing the material terms of the Offering.

                  (o) The Company agrees that all required  documents related to
         the  Offering  will be filed as exhibits to the Current  Report on form
         8-K to be  filed  with  the SEC by the  Public  Company  following  the
         Exchange Transaction.

         4.2 Capital  Structure.  The authorized  capital of the Company is Five
Million Dollars US$5,000,000.00 divided into 40,000 shares of Ordinary Shares of
US$100 par value and 10,000 shares of Preferred Shares of US$100 par value.

                  (a) Ordinary  Shares.  A total of 40,000  authorized  Ordinary
         Shares,  each with a par value of US$100 per  shares,  of which  29,700
         shares have been issued and allotted.

                  (b)  Preferred   Shares.  Of  a  total  of  10,000  authorized
         Preferred  Shares,  each with a par value of US$100 per share,  none of
         which are issued and allotted before the Closing.

                  (c ) On the date of Closing, there will be totally in the
         amount of 29,700 Ordinary Shares and 10,000 Preferred Shares issued and
         outstanding.

         4.3 The Company shall indemnify and hold harmless the Subscribers  from
and against all fees,  commissions or other payments owing by the Company to any
other person or firm acting on behalf of the Company hereunder.

         5. Transfer and Registration Rights.

         5.1 Subscriber  acknowledges  that it is acquiring the Preferred Shares
for its own account and for the purpose of investment and not with a view to any
distribution  or resale thereof within the meaning of the Securities Act and any
applicable  state or other  securities laws ("State Acts").  Subscriber  further
agrees that,  except in connection  with the Exchange  Transaction,  it will not
sell, assign, transfer or otherwise dispose of any of the Preferred in violation
of the  Securities Act or state blue sky laws and  acknowledges  that, in taking
unregistered  Preferred Shares, it must continue to bear economic risk in regard
to its investment for an indefinite period of time because of the fact that such
securities have not been  registered  under the Securities Act or state blue sky
laws  and  further   realizes  that  such  securities   cannot  be  sold  unless
subsequently  registered  under the  Securities  Act or an  exemption  from such
registration is available.

         5.2 The Preferred  Shares issued  pursuant to this Agreement may not be
transferred  except in a transaction  which is in compliance with the Securities
Act.

         6. Closing.

         6.1 The  closing of the  Offering  shall take place at such time and at
such place as the Company shall determine, provided that the Closing shall occur
no later than October 15, 2005, unless otherwise  extended pursuant to the terms
of this Agreement.  If the closing of the sale of Preferred Shares to Subscriber
has not occurred within the time frame provided in the previous  sentence,  then
Subscriber may terminate this Agreement by giving written notice to the Company.

         7. Subscriber Representations.  Subscriber hereby represents,  warrants
and acknowledges and agrees with the Company as follows:

         7.1  Subscriber  has been  furnished  with and has  carefully  read the
Disclosure  Documents as set forth in Section 2 hereto and is familiar  with the
terms of the Offering.  With respect to individual or partnership  tax and other
economic considerations  involved in this investment,  Subscriber is not relying
on the  Company  (or  any  agent  or  representative  of  any  of the  Company).
Subscriber has carefully  considered and has, to the extent Subscriber  believes
such discussion  necessary,  discussed with Subscriber's  legal, tax, accounting
and financial  advisers the suitability of an investment in the Preferred Shares
for Subscriber's particular tax and financial situation.



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<PAGE>

         7.2 Subscriber has had an  opportunity  to inspect  relevant  documents
relating  to  the  organization  and  operations  of  the  Company.   Subscriber
acknowledges that all documents, records and books pertaining to this investment
which  Subscriber  has  requested  have been made  available  for  inspection by
Subscriber and Subscriber's attorney, accountant or other adviser(s).

         7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable
opportunity  to ask questions of and receive  answers and to request  additional
relevant  information  from a person or persons  acting on behalf of the Company
concerning the Offering.

         7.4 Subscriber is not subscribing for the Preferred  Shares as a result
of or subsequent to any advertisement,  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio or presented at any seminar.

         7.5 Subscriber is an "accredited  investor," within the meaning of Rule
501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by
reason of  Subscriber's  business or  financial  experience  or the  business or
financial experience of Subscriber's  professional advisers who are unaffiliated
with and who are not  compensated by the Company or any  affiliate,  directly or
indirectly,   can  be  reasonably  assumed  to  have  the  capacity  to  protect
Subscriber's  own  interests  in  connection  with the  transaction.  Subscriber
further  acknowledges  that he has read the  written  materials  provided by the
Company.

         7.6 Subscriber has adequate means of providing for Subscriber's current
financial  needs and  contingencies,  is able to bear the  substantial  economic
risks of an investment in the Preferred Shares for an indefinite period of time,
has no need for liquidity in such  investment  and, at the present  time,  could
afford a complete loss of such investment.

         7.7 Subscriber has such knowledge and experience in financial,  tax and
business  matters  so as to  enable  Subscriber  to  use  the  information  made
available to Subscriber  in connection  with the Offering to evaluate the merits
and risks of an  investment  in the  Preferred  Shares  and to make an  informed
investment decision with respect thereto.

         7.8  Subscriber  recognizes  that  investment in the  Preferred  Shares
involves  substantial  risks.  Subscriber  further recognizes that no Federal or
state  agencies have passed upon this  offering of the Preferred  Shares or made
any finding or determination as to the fairness of this investment.

         7.9 Subscriber  acknowledges  that each  certificate  representing  the
Public  Company  Shares shall  contain a legend  substantially  in the following
form:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933 (THE  "SECURITIES  ACT") OR UNDER APPLICABLE STATE
         SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE
         DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY
         APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT  TO  AVAILABLE
         EXEMPTIONS  FROM SUCH  REGISTRATION,  PROVIDED THAT THE SELLER
         DELIVERS TO THE COMPANY AN OPINION OF COUNSEL  (WHICH  OPINION
         AND COUNSEL ARE  SATISFACTORY  TO THE COMPANY)  CONFIRMING THE
         AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT
         THEY  MAY BE  REQUIRED  TO BEAR  THE  FINANCIAL  RISKS OF THIS
         INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

         7.10 If this  Agreement  is  executed  and  delivered  on  behalf  of a
partnership,  corporation,  trust or estate: (i) such partnership,  corporation,
trust or  estate  has the full  legal  right and  power  and all  authority  and
approval  required  (a) to execute  and  deliver,  or  authorize  execution  and
delivery of, this Agreement and all other instruments  executed and delivered by
or on behalf of such  partnership,  corporation,  trust or estate in  connection
with the purchase of the Preferred Shares, (b) to delegate authority pursuant to
a power of attorney and (c) to purchase and hold such Preferred Shares; (ii) the



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<PAGE>

signature of the party signing on behalf of such partnership, corporation, trust
or estate is binding upon such partnership,  corporation,  trust or estate;  and
(iii)  such  partnership,  corporation  or  trust  has not been  formed  for the
specific purpose of acquiring the Preferred Shares, unless each beneficial owner
of such entity is qualified as an  "accredited  investor"  within the meaning of
Regulation  D and  has  submitted  information  substantiating  such  individual
qualification.

         7.11 If Subscriber is a retirement  plan or is investing on behalf of a
retirement plan, Subscriber acknowledges that investment in the Preferred Shares
poses risks in addition to those  associated with other  investments,  including
the inability to use losses  generated by an investment in the Preferred  Shares
to offset taxable income.

         8. Understandings.

         Subscriber  understands,  acknowledges  and agrees  with the Company as
follows:

         8.1  Subscriber  hereby  acknowledges  and agrees  that upon  notice of
acceptance from the Company pursuant to Section 1.3, the Subscription  hereunder
is irrevocable by  Subscriber,  that,  except as required by law or as permitted
under  Section 6.1 above,  Subscriber  is not  entitled to cancel,  terminate or
revoke this  Agreement or any  agreements of Subscriber  hereunder and that this
Subscription  Agreement  and such other  agreements  shall  survive the death or
disability of  Subscriber  and shall be binding upon and inure to the benefit of
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
successors,  legal  representatives and permitted assigns. If Subscriber is more
than one person,  the  obligations  of Subscriber  hereunder  shall be joint and
several and the  agreements,  representations,  warranties  and  acknowledgments
herein  contained  shall be deemed to be made by and be  binding  upon each such
person  and  his or her  heirs,  executors,  administrators,  successors,  legal
representatives and permitted assigns.

         8.2 No federal or state agency has made any  findings or  determination
as to the  fairness  of the  terms  of this  Offering  for  investment,  nor any
recommendations or endorsement of the Preferred Shares.

         8.3 The Offering 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  thereunder,  which is in part  dependent
upon the truth,  completeness  and accuracy of the statements made by Subscriber
herein.

         8.4 It is  understood  that in order not to jeopardize  the  Offering's
exempt status under  Section 4(2) of the  Securities  Act and  Regulation D, any
transferee  may, at a minimum,  be required to fulfill the investor  suitability
requirements thereunder.

         8.5 No person or entity acting on behalf,  or under the  authority,  of
Subscriber  is or will be entitled to any  broker's,  finder's or similar fee or
commission in connection with this Subscription.

         8.6  Subscriber  acknowledges  that the  information  furnished in this
Agreement by the Company to Subscriber  or its advisers in  connection  with the
Offering,  is  confidential  and  nonpublic  and  agrees  that all such  written
information  which is material and not yet publicly  disseminated by the Company
shall be kept in  confidence by  Subscriber  and neither used by Subscriber  for
Subscriber's personal benefit (other than in connection with this Subscription),
nor disclosed to any third party,  except  Subscriber's legal and other advisers
who shall be advised of the  confidential  nature of such  information,  for any
reason;  provided,  however,  that this  obligation  shall not apply to any such
information  that (i) is part of the public  knowledge or literature and readily
accessible  at the date hereof,  (ii) becomes a part of the public  knowledge or
literature and readily accessible by publication (except as a result of a breach
of this provision) or (iii) is received from third parties (except third parties
who disclose such information in violation of any confidentiality  agreements or
obligations,  including,  without limitation, any subscription agreement entered
into with the  Company).  The  representations,  warranties  and  agreements  of
Subscriber and the Company  contained herein and in any other writing  delivered
in  connection  with the  Offering  shall be true and  correct  in all  material
respects on and as of the Closing Date of such Subscription as if made on and as
of the date the Company  executes this Agreement and shall survive the execution
and delivery of this Agreement and the purchase of the Preferred Shares.

         IN MAKING AN INVESTMENT DECISION,  SUBSCRIBER MUST RELY ON ITS
         OWN  EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
         INCLUDING THE MERITS AND RISKS INVOLVED.  THE PREFERRED SHARES
         HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL OR STATE  SECURITIES
         COMMISSION OR REGULATORY AUTHORITY.  ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.



                                       7
<PAGE>

         9. Miscellaneous.

         9.1 Except as set forth  elsewhere  herein,  any notice or demand to be
given or served in connection  herewith shall be deemed to be sufficiently given
or served for all purposes by being sent as registered or certified mail, return
receipt requested,  postage prepaid, in the case of the Company, addressed to it
at the address set forth below:

                          Insert the Company's address





          and in the case of Subscriber to the address set forth below:

                      _____________________________________
                      _____________________________________
                      _____________________________________
                      _____________________________________


         9.2 This  Agreement  shall be enforced,  governed and  construed in all
respects in accordance with the laws of the British Virgin Islands, and shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  assigns.  If any  provision  of this  Agreement  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed to be modified to conform  with such statute or rule of law. Any
provision hereof that may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision hereof.

         9.3 In any action, proceeding or counterclaim brought to enforce any of
the  provisions of this Agreement or to recover  damages,  costs and expenses in
connection with any breach of the Agreement, the prevailing party, as determined
by the finder of fact,  shall be entitled to be reimbursed by the opposing party
for all of the prevailing  party's reasonable outside attorneys' fees, costs and
other out-of-pocket expenses incurred in connection with such action, proceeding
or counterclaim.

         9.4 This Agreement  constitutes the entire  agreement among the parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises,  warranties or  undertakings,  other than those set forth herein.  The
Company acknowledges that all material facts upon which it has relied in forming
its decision to enter into this  Agreement  are  expressly  set forth herein and
further  acknowledges  that the  Subscriber  has not  made any  representations,
express or implied, which are not set expressly set forth herein. This Agreement
supercedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

         9.5 The Company shall  indemnify,  defend and hold harmless  Subscriber
and each of its agents, partners, members, officers, directors, representatives,
or affiliates  (collectively,  the "Subscriber Indemnities") against any and all
losses, liabilities,  claims and expenses,  including reasonable attorneys' fees
("Losses"),  sustained by Subscriber Indemnities resulting from, arising out of,
or connected with any material  inaccuracy in, breach of, or  nonfulfillment  of
any representation,  warranty, covenant or agreement made by or other obligation
of the Company contained in this Agreement (including the Exhibits hereto) or in
any document delivered in connection herewith.

         9.6 Subscriber  shall  indemnify,  defend and hold harmless the Company
and each of its agents, partners, members, officers, directors, representatives,
or  affiliates  (collectively,  the "Company  Indemnities")  against any and all



                                       8
<PAGE>

Losses sustained by the Company  Indemnities  resulting from, arising out of, or
connected with any material  inaccuracy in, breach of, or non-fulfillment of any
representation,  warranty,  covenant or agreement made by or other obligation of
Subscriber contained in this Agreement (including the Exhibits hereto) or in any
document delivered in connection herewith.

         9.7 The Company shall not issue any public  statement or press release,
or  otherwise  disclose  in any manner the  identity of the  Subscriber  or that
Subscriber has purchased the Preferred Shares, without the prior written consent
of the  Subscriber,  except as may be  required  by  applicable  law;  provided,
however,  that the Company may disclose  such  information  in the  Registration
Statement filed with the SEC.

         10.  Signature.  The signature  page of this  Agreement is contained as
part of the applicable Subscription Package, entitled "Signature Page."























                                       9
<PAGE>

                   SUBSCRIPTION AGREEMENT GENERAL INSTRUCTIONS

General Instructions

         These  Subscription   Documents  contain  all  documents  necessary  to
subscribe for Preferred Shares ("Preferred Shares"), of Onny Investment Limited,
a British Virgin Islands corporation (the "Company").

         You may subscribe for Preferred  Shares by completing the  Subscription
Agreement in the following manner:

         1. On line (a) of the  signature  page  state the  number of  Preferred
Shares you wish to purchase.

         2. On line  (b) of the  signature  page  state  the  total  cost of the
Preferred Shares you wish to purchase.  To obtain the cost,  multiply the number
of Preferred  Shares you desire to purchase by the purchase  price per Preferred
Share set forth therein.

         3. Sign and state your address, telephone number and social security or
other taxpayer identification number on the lines provided on the signature page
to the Subscription  Agreement and deliver the completed  Subscription Agreement
with payment of the entire purchase price of the Preferred Shares subscribed for
as set forth  below.  Payment  should be made in United  States  Dollars by wire
transfer to:

                      _____________________________________
                      _____________________________________
                      _____________________________________
                      _____________________________________


The Subscription  Agreement  Signature Page must be completed and signed by each
investor. Send all documents to:



THE COMPLETED  SUBSCRIPTION  AGREEMENT SHOULD BE RETURNED IN ITS ENTIRETY TO THE
ESCROW AGENT DESIGNATED ABOVE.

Acceptance of Delivery

         All questions as to the validity,  form, eligibility (including time of
receipt)  and  acceptance  of  the  completed  Subscription  Agreement  will  be
reasonably determined by the Company. The Company reserves the absolute right to
reject  any  completed  Subscription   Agreement,   in  its  sole  and  absolute
discretion.  The Company also reserves the right to waive any irregularities in,
or conditions  of, the  submission  of completed  Subscription  Agreements.  The
Company shall be under no duty to give any  notification  of  irregularities  in
connection  with any attempted  subscription  for Preferred  Shares or incur any
liability for failure to give such notification.  Until such irregularities have
been cured or waived,  no subscription  for Preferred  Shares shall be deemed to
have been made. Any Subscription Agreement that is not properly completed and as
to which  defects  have not been cured or waived will be returned by the Company
to the Subscriber as soon as practicable.




                                       10
<PAGE>

                      SUBSCRIPTION AGREEMENT SIGNATURE PAGE


         The  undersigned  investor  hereby  certifies  that  he or she  (i) has
received and relied solely upon information provided by the Company, (ii) agrees
to all the terms and conditions of this Subscription Agreement,  (iii) meets the
suitability  standards  set forth in this  Subscription  Agreement and (iv) is a
resident of the state indicated below.

         (a)      The undersigned subscribes for _________ Preferred Shares.
         (b)      The total cost of the Preferred Shares subscribed for, at $500
                  per Preferred Share, is $________ (the "Purchase Price").



_____________________________
Name of Subscriber (Print)       If other than Individual check one and indicate
                                 capacity of signatory under the signature:

_____________________________    [_] Trust
Name of Joint Subscriber         [_] Estate
(if any) (Print)                 [_] Uniform Gifts to Minors Act of State of____
                                 [_] Attorney-in-fact
                                 [_] Corporation
_____________________________    [_] Other______________________________________
Signature of Subscriber

                                 If Joint Ownership, check one:
_____________________________
Signature of Joint Subscriber
(if any)                         [_] Joint Tenants with Right of Survivorship
                                 [_] Tenants in Common
_____________________________    [_] Tenants by Entirety
Capacity of Signatory            [_] Community Property
(if applicable)


_____________________________    Backup Withholding Statement:
Social Security or               Please check this box only if the investor
Taxpayer Identification Numbe    is subject to:

                                 [_] backup withholding.
_____________________________
Residence Address                Foreign Person:
                                 Please check this box only if
                                 the investor is a:
_____________________________
City      State     Zip Code     [_] nonresident  alien,  foreign  corporation,
                                     foreign  partnership,   foreign  trust  or
                                     foreign estate.



Telephone (   )__________________________
Telecopy No. ____________________________


The investor agrees to the terms of this Subscription Agreement and, as required
by the  Regulations  pursuant to the  Internal  Revenue  Code,  certifies  under
penalty  of  perjury   that  (1)  the  Social   Security   Number  or   Taxpayer
Identification Number and address provided above is correct, (2) the investor is
not subject to backup withholding  (unless the Backup Withholding  Statement box
is checked) either because he has not been notified that he is subject to backup
withholding  as a result of a failure to report all  interest  or  dividends  or
because  the  Internal  Revenue  Service has  notified  him that he is no longer
subject to backup  withholding  and (3) the investor  (unless the Foreign Person
box above is checked) is not a nonresident alien, foreign  partnership,  foreign
trust or foreign estate.




                                       11
<PAGE>

         THE  SUBSCRIPTION  FOR  __________PREFERRED  SHARES OF ONNY  INVESTMENT
LIMITED BY THE ABOVE NAMED SUBSCRIBER(S) IS ACCEPTED AS OF _____________, 2005.



                                       ONNY INVESTMENT LIMITED


                                       By: _____________________________________

                                       Title:___________________________________