EXHIBIT 4.19






November 22, 1996





	RE:	Subscription Letter Agreement (the "Agreement") for The purchase  
of Convertible Secured Debenture Issued Pursuant to an Exemption 
from Registration


Gentlemen:

	The AppleTree Companies, Inc., a Delaware corporation (the "Company"), has 
been advised that you have indicated a desire to purchase a Convetible Secured 
Debenture from the Company.  Accordingly, the Company hereby offers to sell to 
you as the "Purchaser" (described below), and Purchaser does hereby accept 
such offer as to $         ("Price"), on the terms conditions, representations 
and covenants as set forth herein.


PART I

	Inasmuch as this constitutes a sale of securities which is governed and 
regulated by various federal and state regulations, the Purchaser is making 
certain representations upon which the Company will rely in selling you the 
Debenture.  As Purchaser, you acknowledge that you are a stockholder in the 
Company and that no offering circular, private placement memorandum or other 
disclosure document containing matters relating to the Debenture has been 
previously furnished or will be furnished to you.  However, you acknowledge 
and understand the following: all material risks involving the sale of the 
Debenture; the business of the Company; the description of the Purchaser set 
forth below is true and correct, a description of the assets and liabilities 
of the Company set forth on its financial statements which are a part of its 
most recent 10-QSB, etc.; and, that the Company has given you the opportunity 
to review all of the books and records of the Company, including the Company's 
most recent Form 10-KSB, Form 10-QSB, and all other SEC filings; and such 
other information and documents as the Purchaser may request.  The Purchaser 
makes the following representations to the Company as to the sale of the 
Debenture:

	
	1.
	All of the foregoing is correct;

	
	2.
	The Debenture is suitable only for sophisticated investors and are being 
offered and sold under the exemption provided under Section 4(2) of the 
Securities Act of 1933, as amended, and Regulation D promulgated thereunder;

	
	3.
	If the Purchaser is a corporation or other entity described below, it is in 
good standing, under the laws of the state of its incorporation and all board 
resolutions and authorizations necessary to undertake this transaction, have 
been authorized to execute this document;

	
	4.
	That Purchaser has been represented or have had the opportunity to consult 
with legal counsel, tax counsel, tax advisors, accountants and others, to the 
extent necessary concerning this transaction, and such representation has 
included an examination or an opportunity to examine all applicable documents, 
including tax, financial, accounting and securities aspects as to the 
Debenture.

	
	5.
	Purchaser has further represented that the Debenture has not been registered 
under the Securities Act of 1933 (the "Act") nor pursuant to the provisions of 
the securities or other laws of any other applicable jurisdiction, but are 
sold in reliance upon the exemptions for private offerings contained in 
Section 4(2) of the Act and Regulation D promulgated thereunder and such other 
jurisdictions.  You are fully aware of the restrictions on sale, 
transferability and assignment of the debentures and that you must bear the 
economic risks of the investment in the Debentures for an indefinite period of 
time because the Debentures or underlying Shares have not been registered 
under the Act.  Thus, the Debentures cannot be offered or sold unless they are 
subsequently registered under the Act or an exemption from registration is 
available.  The Company does hereby grant to you a right to "piggyback" the 
underlying Shares in any registration of stock by the Company or on behalf of 
selling stockholders.

	
	6.
	Purchaser further agrees that the certificates representing the shares will be 
inscribed with the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED 
UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR THE SECURITIES 
LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, 
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY 
ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OF ANY APPLICABLE 
JURISDICTION OR UNLESS PURSUANT TO AN EXEMPTION THEREFROM.

	7.
	The Purchaser acknowledges that no person is authorized to make any 
representation which is not in conformity with the information contained 
herein, and any such representation shall not and should not be relied upon by 
you.

PART II

	The Company warrants and represents that the Debentures are duly authorized 
and validly issued and are non-assessable, and that the board has approved the 
issuance of the Debentures.

	Please review this document carefully and after you have done so as well as 
all material matters in the manner set forth above, please execute this 
agreement in the space set forth below.

		
		
		
	Very truly yours,
		
		
		
	THE APPLETREE COMPANIES, INC.


                                          ------------------------------------
		
		
		
	John W. Donlevy
		
		
		
	President

The undersigned hereby acknowledges the terms, conditions, representations, 
and covenants as set forth above and agrees to accept the offer and subscribe 
for $         of Convertible Secured Debenture.

                                          -----------------------------------
                                          NAME OF PURCHASER


                                          -----------------------------------
                                          Signature

	If Purchaser is not an individual, the 
following information is furnished:

	1.	The Purchaser is a                      
                                    (describe entity)

	2.	The Purchaser is governed by the laws 
of                           , and is 
in good standing under such law.

	3.	
                                    ---------------------------------------
		Print name of person signing on behalf 
of Purchaser


	4.
                                    ---------------------------------------
		Print title of person signing on behalf 
of Purchaser

	5.
                                    --------------------------------------
		Provide Social Security No. or 
		Taxpayer Identification No.