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                                                                    EXHIBIT 10.2

                                OTC AMERICA, INC.

                             SUBSCRIPTION AGREEMENT

OTC America, Inc.
Randy L. Phillips                         Total Shares Subscribed For: 2,000,000
600 17th Street, Suite 950 South
Denver, CO 80202

Dear Mr. Phillips;

         The undersigned hereby subscribes to purchase 2,000,000 Shares of
$.0001 par value common stock (the "Securities") of OTC AMERICA, INC.
("Company") in exchange for 2,500,000 Shares of Series A Preferred Stock which
are to be canceled upon issuance of the Securities purchased hereby.

         1. Purchase. Subject to the terms and conditions hereof, the
undersigned hereby irrevocably agrees to exchange for the Securities set forth
on the signature page hereof and tenders herewith the number of shares of Series
A Preferred Stock set forth on the signature page hereof.

         2. Disclosure Documents. The undersigned acknowledges receipt of the
Company's 10KSB and 10QSB as filed with the Securities and Exchange Commission
and has read these disclosure documents which are incorporated herein by this
reference.

         3. Representations and Warranties. The undersigned hereby makes the
following representations and warranties to the Company:

         (a)   The undersigned is the sole and true party in interest and is not
               purchasing for the benefit of any other person;

         (b)   The undersigned has consulted with the advisor(s) named on the
               signature page, if any (such advisor(s) are hereinafter
               collectively referred to as the "Investor Representative");

         (c)   The undersigned and/or the Investor Representative have read and
               analyzed, are familiar with and have retained copies of this
               Subscription Agreement and other related documents, including all
               of the documents incorporated by reference, copies of which were
               delivered to me/us. The undersigned understands that all books,
               records and documents of the Company relating to this investment
               have been and remain available for inspection by the undersigned
               and/or the Investor Representative upon reasonable notice. The
               undersigned confirms that all documents requested by the
               undersigned and/or the Investor Representative have been made
               available, and

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               that the undersigned has been supplied with all of the additional
               information concerning this investment that has been requested.
               In making a decision to purchase the Securities, the undersigned
               has relied exclusively upon information provided by the Company
               in writing or found in the books, records or documents of the
               Company;

         (d)   The undersigned and/or Investor Representative have such
               knowledge and experience in financial and business matters that
               they are capable of an evaluation of the merits and risks of this
               investment;

         (e)   The undersigned and the Investor Representative, if any, are
               aware that an investment in the Company is highly speculative and
               subject to substantial risks. The undesigned is capable of
               bearing the high degree of economic risk and burdens of this
               venture, including, but not limited to, the possibility of a
               complete loss, the lack of a public market and limited
               transferability of the Securities, which make the liquidation of
               this investment impossible for the indefinite future;

         (f)   The offer to exchange the Securities was directly communicated to
               the undersigned and the Investor Representative by such a manner
               that the undersigned was able to ask questions of and receive
               answers from the Company or a person acting on their behalf
               concerning the terms and conditions of this transaction. At no
               time was the undersigned or the Investor Representative presented
               with or solicited by or through any leaflet, public promotional
               meeting, television advertisement or any other form of general
               advertising otherwise than in connection and concurrently with
               such communicated offer;

         (g)   The undersigned, if a corporation, partnership, trust or other
               entity, is authorized and duly empowered to purchase and hold the
               Securities, has its principal place of business at the address
               set forth on the signature page and has not been formed for the
               specific purpose of acquiring the Securities;

         (h)   The Securities are being acquired solely for the undersigned's
               own account, for investment, and are not being purchased with a
               view to resale, distribution, subdivision or fractionalization
               thereof;

         (i)   The undersigned understands that the Securities have not been
               registered under the Securities Act of 1933, as amended (the
               "Act"), or any state securities laws, in reliance upon exemptions
               from registration for non-public offerings. The undersigned
               understands that the Securities or any interest therein may not
               be, and agrees that the Securities or any interest therein, will
               not be resold or otherwise disposed of by the undersigned unless
               the Securities are subsequently registered under the Act and
               under appropriate state securities laws or unless the Company
               receives an opinion of counsel satisfactory to it that an
               exemption from registration is available;




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         (j)   The undersigned and the Investor Representative have been
               informed of and understand the following:

               (1)  The Company, as it is being restructured, has only a limited
                    financial or operating history;

               (2)  There are substantial restrictions on the transferability of
                    the Securities;

               (3)  No federal or state agency has made any finding or
                    determination as to the fairness for public investment, nor
                    any recommendation nor endorsement, of the Securities.

         (k)   None of the following information has ever been represented,
               guaranteed or warranted to either the undersigned or the Investor
               Representative, expressly or by implication by any broker, the
               Company or agent or employee of the foregoing, or by any other
               person;

               (1)  The approximate or exact length of time that the undersigned
                    will be required to remain an investor in the Company;

               (2)  The percentage of profit and/or amount of type of
                    consideration, profit or loss to be realized, if any, as a
                    result of an investment in the Company;

               (3)  That the past performance or experience of the management or
                    associates, agents, affiliates or employees or any other
                    person will in any way indicate or predict economic results
                    in connection with the operation of the Company of the
                    return on the investment.

         (l)   The information set forth in that certain Accredited Investor
               Declaration executed by the undersigned is true, correct and
               complete;

         (m)   The undersigned has not distributed any information relating to
               this investment to anyone other than the Investor Representative,
               if any, and no other person except the Investor Representative
               has used this information;

         (n)   The undersigned hereby agrees to indemnify the management of the
               Company and holds the Company harmless from and against any and
               all liability, damage, cost or expense incurred on account of or
               arising out of:

               (1)  Any inaccuracy in the declarations, representations and
                    warranties hereinabove set forth;

               (2)  The disposition of any Securities of the undersigned,
                    contrary to the foregoing declarations, representations and
                    warranties;




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               (3)  Any action, suit or proceeding based upon:

                    (i)  the claim that said declarations, representations or
                         warranties were inaccurate or misleading or otherwise
                         cause for obtaining damages or redress from the Company
                         or its Management; or

                    (ii) the disposition of any of the Securities or any part
                         thereof.

         4. Transferability. The undersigned agrees not to transfer or assign
the obligations or duties contained in this Subscription Agreement or any of the
undersigned's interest herein.

         5. Regulation D. Notwithstanding anything herein to the contrary, every
person or entity who, in addition to or in lieu of the undersigned, is deemed to
be a "purchaser" pursuant to Regulation D promulgated under the Securities Act
of 1933 or any state law, does hereby make and join in making all of the
covenants, representations and warranties made by the undersigned.

         6. Investor Representative(s) Relationship with the Company or its
Management. The undersigned acknowledges that the undersigned has been advised
that the following relationship exists by and between the Investor
Representative named below (including the Investor Representative's affiliates)
and the management, the Company or an affiliate of either of them:

            Not Applicable.

         7. Acceptance. Execution and delivery of this Subscription Agreement
and tender of the payment in accordance with Paragraph 1 above shall constitute
an irrevocable offer to purchase the Securities indicated, which offer may be
accepted or rejected by the Company in their sole discretion for any cause or
for no cause. Acceptance of this offer by the Company shall be indicated by the
execution hereof by management.

         8. Binding Agreement. The undersigned agrees that the undersigned may
not cancel, terminate or revoke this Subscription Agreement or any agreement of
the undersigned made hereunder, and that this Subscription Agreement shall
survive the death or disability of the undersigned and shall be binding upon the
heirs, successors, assigns, executors, administrators, guardians, conservators
or personal representatives of the undersigned.

         9. Incorporation by Reference. The identities of any Investor
Representative of the undersigned and the statement of the number of Securities
subscribed and related information set forth on the signature page are
incorporated as integral terms of this Agreement.

         10. Investment Documents. The Company commits by accepting your
subscription to deliver to you not later than 30 days from the date of closing
certificates representing the number of shares of the Securities subscribed for
and which have been accepted by the Company.




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         IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the Date set forth on the signature page.

         The undersigned desires to take title in the Securities as follows
(check one):

          _____(a)  Individual (one signature required on Page 6);

          _____(b)  Husband and Wife as community property (one signature
                    required on Page 6 if interest held in one name, i.e.,
                    managing spouse; two signatures required on Page 6 if
                    interest held in both names);

          _____(c)  Joint Tenants with right of survivorship (both parties
                    must sign on Page 6)

          _____(d)  Tenants in common (both parties must sign on Page 6);

          _____(e)  Trust (Trustee(s) must sign on Page 8);

          _____(f)  Partnership (general partner(s) must sign on Page 10);

          _____(g)  Corporation (authorized office must sign on Page 12).

         The exact spelling of names(s) under which title to the Securities
shall be taken is (please print): Dixon Family Remainder Trust



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                             SUBSCRIPTION AGREEMENT

                                 SIGNATURE PAGE
                               FOR TRUST INVESTORS

Total Shares subscribed:        #2,000,000         Exchange for 2,500,000 Shares
                                                   of Series A Preferred Stock
                                                   of OTC America, Inc.

Name(s) of Investor Representatives


------------------------------                    ------------------------------
Name                                                          Address


------------------------------                    ------------------------------
Name                                                          Address


------------------------------                    ------------------------------
Name                                                          Address

Dixon Family Remainder Trust
--------------------------------------------------------------------------------
Name of Trust (Please print or type)

Robert C. Dixon
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Name of Trustee (Please print or type)

        12/24/96
--------------------------------------------------------------------------------
Date Trust was formed

By /s/ Robert C. Dixon
  -----------------------------
   Robert C. Dixon, Trustee

Taxpayer Identification Number:
                               ---------------

Trustee's Address:         PO Box 100
                           Palmer Lake, CO 80133
                           Attention: Robert C. Dixon

Executed at 2:45 p.m. Colorado, this 10th day of June, 2000.



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SUBSCRIPTION ACCEPTED:

OTC AMERICA, INC.


 /s/ Randy L. Phillips
---------------------------
By:    Randy L. Phillips,
       President
Date:  June 16, 2000



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