EXHIBIT 4.2


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<PAGE>

                             Subscription Agreement

                           Guitron International Inc.

                                  Common Stock

      1. Subscription.  The undersigned hereby applies to purchase the number of
shares  stated  below  of  the  common   stock,   $.001  par  value  of  Guitron
International,  Inc. (the "Company").  This purchase is being made in accordance
with the terms and conditions of the Company's  prospectus,  dated  ___________,
2000, (the  "Prospectus")  in accordance with which the shares have been offered
to the undersigned. This subscription may be accepted or rejected in whole or in
part by the  Company.  The  Company has the right,  exercisable  in its sole and
absolute  discretion,  to accept  subscriptions  in whole or in part,  as it may
determine.

      2. Representations by Undersigned. The undersigned represents and warrants
the following to be true and correct:

            (a) the undersigned has received and carefully read the Prospectus.

            (b)  the  undersigned  acknowledges  and  understands  that  no U.S.
federal or state agency, nor any governmental  agency of any other jurisdiction,
has made any recommendation or endorsement of the shares;

            (c) the undersigned  recognizes that an acquisition of the Company's
shares involves a high degree of risk;

            (d) if an individual, the undersigned is 21 years of age or over and
is a bona fide  resident  of the state or  province  set forth in the  residence
address which such individual has set forth below; and

            (e) all of the  representations  of the undersigned  herein are true
and accurate, and the Company and the officers and directors of the Company will
and may, without further investigation, rely on such representations.

      3. Payment of Subscription.  The amount of the undersigned's  subscription
is set forth below and the undersigned  encloses payment of such amount herewith
by money order,  certified,  bank or cashier's  check,  payable to  "Continental
Stock  Transfer,  Escrow Agent for Guitron  International  Inc." The undersigned
hereby  authorizes  and  directs  the  officers  of the Company to pay the funds
delivered  herewith to  Continental  Stock  Transfer and Trust  Company,  to the
extent that the undersigned's subscription has been accepted.


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      The undersigned  recognizes that if the subscription is rejected in whole,
the funds  delivered  herewith  will be returned to the  undersigned  as soon as
practicable without interest or deduction. If the undersigned's  subscription is
rejected  in  part,  the  funds  delivered  herewith  will,  to the  extent  the
subscription  is so rejected,  be returned to the undersigned  promptly  without
interest or deduction.

      4.  Continuing  Accuracy of  Representations.  The  undersigned  agrees to
notify the Company  immediately  if any of the statements  described  above made
herein shall become untrue.  Until such  notification is given, the Company will
be entitled to rely on the accuracy of the information set forth herein.

      5. Ownership. The undersigned's interest will be owned and should by shown
on the Company's records as follows:

________________________________________________________________________________

________________________________________________________________________________

      6.  Subscription  Quantity.  The  undersigned  does hereby  subscribe  for
__________________________________  shares of the  Company's  common  stock at a
price   of   $1.00   per   Share,   for  a  total   subscription   price   of  $
_______________________________ , which amount is enclosed herewith.

      IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  subscription
agreement, the day of , 2001.

----------------------------------          ----------------------------------
Name of Subscriber                          Social Security or Tax I.D. Number

----------------------------------          ----------------------------------
Name of Additional                          Social Security or Tax I.D.
Subscriber                                  Number of Additional Subscriber
(if more than one)

----------------------------------          ----------------------------------
Residence Address                           Mailing Address (if different from
                                            Residence Address)


----------------------------------          ----------------------------------


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<PAGE>

City and State  Zip Code                    City and State  Zip Code

----------------------------------           ---------------------------------
Home Telephone Number                       Business Telephone Number and Area
                                            Code and Area Code

Form of Ownership:

(Circle One)

<TABLE>

<S>           <C>        <C>        <C>        <C>       <C>              <C>
Individual    JTROS      Tenants    Custodian  Trustee   Corporation      Partnership
Ownership     (all       in Common                       (authorized      (authorized
              parties    (both                           signature        signature
              must sign) parties                         and corporate    and
                         must sign)                      authorization    partnership
                                                         required)        authorization
                                                                          required)
</TABLE>

Authorized Signature of                        Authorized Signature of
Subscriber                                     Additional Subscriber

----------------------------------             ---------------------------------


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