wig_ex10-2.htm


    Please type information or
complete by hand

    WILSHIRE
INTER-GROUP, INC.

    Subscription
Agreement

    


    


    


    PRINT
NAME OF SUBSCRIBER:

     

    NUMBER OF
SHARESS SUBSCRIBED FOR:

     

    


    Exhibit
A

    


    SUBSCRIPTION
AGREEMENT

     

    For the
Purchase of Shares of the Common Stock

    


    of

    


    WILSHIRE
INTER-GROUP, INC.

     

    The
undersigned hereby subscribes for the number of Shares as set forth below the
Investor’s name on the Execution Page, of Wilshire Inter-Group, Inc., a Nevada
corporation (the “Company”) at a purchase price of $0.10 per share. The minimum
investment will be 5,000 Shares, except that the Company may accept
subscriptions for fewer Shares. The Shares shall be offered only to qualified
investors. The Offering shall terminate on March 12, 2009 unless extended by the
Company for a period of up to sixty (60) days from such date (the “Offering
Period”).

     

    The
purchase price is due and payable upon the execution of this Subscription
Agreement, and shall be paid by check, made payable to the order of Wilshire
Inter-Group, Inc. or by wire transfer to the address/bank set forth in the
Company’s Confidential Private Placement Memorandum (“PPM”).

     

    The
undersigned acknowledges that the Shares will not be registered under the Act or
the securities laws of any state and that the Company’s reliance upon exemptions
from registration is based upon the undersigned’s representations, and
warranties contained in the PPM. In the event that (i) an investor’s
subscription is rejected by the Company, or (ii) the Offering is terminated for
any reason without a closing, subscription proceeds will be promptly refunded to
prospective investors without interest or deduction.

     

    
      	
              1.

            	
              The
      undersigned represents, warrants, and agrees as
  follows:

            


    

     

    
      	
              (a)

            	
              The
      undersigned has carefully read the PPM which the undersigned acknowledges
      having been provided to the undersigned. The undersigned has been given
      the opportunity to ask questions of, and receive answers from, the Company
      concerning the terms and conditions of this Offering and the PPM and to
      obtain such additional written information, necessary in order to evaluate
      the investment.  Notwithstanding the foregoing, the only
      information upon which the undersigned has relied is that set forth in the
      Offering Materials and his or her own independent
      investigation.

            


    

     

    
      	
              (b)

            	
              The
      purchase of the Shares is a speculative investment involving a high degree
      of risk. There is no guarantee that the undersigned will realize any gain
      from this investment, and that the undersigned could lose the total amount
      of the undersigned’s investment.  The undersigned has
      specifically and carefully reviewed and is aware of all of the risk
      factors related to the purchase of
Shares.

            


    

     

    
      	
              (c)

            	
              No
      federal or state agency or authority has made any finding or determination
      regarding the fairness of this Offering for investment, or any
      recommendation or endorsement of this
Offering.

            


    

     

    
 

    
      
         


      

      
         

        
          

        

      

      
         


      

    


     

     

    
      	
              (d)

            	
              The
      undersigned is purchasing the Shares for the undersigned’s own account,
      with the intention of holding the Shares, with no present intention of
      dividing or allowing undisclosed persons to participate in this investment
      or of reselling or otherwise participating, directly or indirectly, in a
      distribution of the Common Shares or Warrants and shall not make any sale,
      transfer, or pledge thereof without registration under the Act and any
      applicable securities laws of any state or other jurisdiction or unless an
      exemption from registration is available under those laws to the
      satisfaction of the Company and its
counsel.

            


    

     

    
      	
              (e)

            	
              The
      undersigned represents that the undersigned, if an individual, has
      adequate means of providing for his or her current needs and personal and
      family contingencies and has no need for liquidity in this investment in
      the shares

            


    

     

    
      	
              (f)

            	
              FOR
      PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES
  ONLY:

            


    

     

    If the
undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a
corporation, a certified corporate resolution authorizing the signature and a
certified copy of the articles of incorporation; or if a partnership, a
certified copy of the partnership agreement), (ii) the undersigned represents
and warrants that it was not organized or reorganized for the specific purpose
of acquiring the Shares, (iii) the undersigned has the full power and authority
to execute this Subscription Agreement on behalf of such entity and to make the
representations and warranties made herein on its behalf, and (iv) this
investment in the Company has been affirmatively authorized, if required, by the
governing board of such entity and is not prohibited by the governing documents
of the entity.

     

    
      	
              (g)

            	
              The
      address shown under the undersigned’s signature at the end of this
      Subscription Agreement is the undersigned’s principal residence if he or
      she is an individual or its principal business address if a corporation or
      other entity.

            


    

     

    
      	
              (h)

            	
              The
      undersigned has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of an
      investment in the Shares.

            


    

     

    
      	
              (i)

            	
              The
      undersigned acknowledges that the certificates for the Common Shares and
      Warrants constituting the Shares which the undersigned will receive will
      contain a legend substantially as
follows:

            


    

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS, SUPPORTED BY AN OPINION OF COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.

     

    
      	
              4.

            	
              The
      undersigned has been furnished with and has carefully read the
      PPM.

            


    

     

    
      	
              5.

            	
              The
      undersigned is not an officer, director, stockholder, employee of, or
      consultant to, any member of FINRA.

            


    

     

    
      	
              6.

            	
              The
      undersigned subscriber acknowledges that the undersigned understands the
      meaning and legal consequences of the representations and warranties which
      are contained herein and hereby agrees to indemnify, save and hold
      harmless the Company, and its respective officers, directors, partners,
      employees, agents, and attorneys from and against any and all claims or
      actions arising out of a breach of any representation, warranty or
      acknowledgment of the undersigned contained in any of the Offering
      Materials.  Such indemnification shall be deemed to survive any
      purchase of the Shares and to include not only the specific liabilities,
      losses, damages or obligations with respect to which such indemnity is
      provided, but also all reasonable costs, expenses, counsel fees and
      expenses of settlement relating thereto, whether or not any such
      liabilities, losses, damages or obligations shall have been reduced to
      judgment.

            


    

     

    
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     

    
      	
              7.

            	
              The
      Company has been duly and validly incorporated and is validly existing and
      in good standing as a corporation under the laws of the State of Nevada.
      The Company has all requisite power and authority, and all necessary
      authorizations, approvals and orders required as of the date hereof to own
      its properties and conduct its business and to enter into this
      Subscription Agreement and the other Offering Materials and to be bound by
      the provisions and conditions hereof or
therein.

            


    

     

    
      	
              8.

            	
              This
      Subscription Agreement may not be changed, modified, extended, terminated
      or discharged orally, but only by an agreement in writing, which is signed
      by all of the parties to this Subscription
  Agreement.

            


    

     

    
      	
               9.

            	
              The
      parties agree to execute any and all such other and further instruments
      and documents, and to take any and all such further actions reasonably
      required to effectuate this Subscription Agreement and the intent and
      purposes hereof.

            


    

     

    
      	
              10.

            	
              If
      any provision or any portion of any provision of this Subscription
      Agreement or the application of any such provision or any portion thereof
      to any person or circumstance, shall be held invalid or unenforceable, the
      remaining portion of such provision not held invalid or unenforceable to
      any person or circumstance shall not be affected
  thereby.

            


    

     

    
      	
              11.

            	
              This
      Subscription Agreement may be executed in one or more counterparts, each
      of which shall be deemed an original but all of which together shall
      constitute one and the same instrument.  The execution of this
      Subscription Agreement may be by actual or facsimile
      signature.

            


    

     

    
      	
              12.

            	
              This
      Subscription Agreement shall be governed by and construed in accordance
      with the internal laws of the State of Nevada without giving effect to
      conflicts of law principles and the undersigned hereby consents to the
      jurisdiction of the courts of the State of
  Nevada.

            


    

     

    


     

    


     

    


     

    


     

    


     

    


     

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              SIGNATURE
      PAGE*

            


    

    


    Manner in
Which Title is to be Held:  (check one)

    1.           [  ]           Individual

    2.           [  ]           Joint
Tenants with Right of Survivorship (both parties must sign)

    3.           [  ]           Married
with Separate Property

    4.           [  ]           Community
Property

    5.           [  ]           Tenants
in Common

    6.           [  ]           Corporation

    7.           [  ]           Partnership

    8.           [  ]           IRA
of

    9.           [  ]           Trust,
dated opened

    10.           [  ]           Keogh
of

    11.           [  ]           As
a Custodian for under the Uniform Gift to Minors Act of the State
of

    12.           [  ]           Other
(please indicate)

    


    
      Total
Number of Shares to be purchased:  1,000

      Total
Purchase Price ($0.10 per share):    $
100

    

    


    INDIVIDUAL
INVESTORS                                                                ENTITY
INVESTORS

    


    ______________________________                                        


    Signature
(Individual)                                                                                     Name
of Entity, if any

    


    


    Signature

    


    Its

    Signature
(all record holders should
sign)                                                                                                                     Title

    


    


    Name(s)
Typed or
Printed                                                                                                Name
Typed or Printed

    Address
to Which
Correspondence                                                                              Address
to Which Correspondence

    Should be
Directed                                                                                                        
  Should be Directed

    


    


    


    


    City,
State and Zip
Code                                                                                              City,
State and Zip Code

    


    


    Social
Security
Number                                                                                                Tax
Identification Number

    


    The
foregoing subscription is accepted
this           day
of              ,
200

    


    Wilshire Inter-Group, Inc.

    


    By:  ____________________________

    Fred Grant, President,
CEO

    


     

     

    
 

    
      
         


      

      
        4