Exhibit 10.2



                             SHOPOVERSEAS.COM, INC.
                             (A Nevada Corporation)





                    Confidential Private Placement Memorandum





                       SUBSCRIPTION DOCUMENTS FOR C UNITS



     In the event you decide not to participate in this Offering please return
     the Confidential Placement Memorandum and the Subscription Documents to the
     principal office of the Company as set forth below.



                             Shopoverseas.com, Inc.
                                4706 18TH AVENUE
                            Brooklyn, New York 11204
                               Tel: (718) 435-5291


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<PAGE>

                             SUBSCRIPTION DOCUMENTS

                                                                    Page


1.       Instructions for Subscribing                                3

2.       Subscription Agreement                                      5

3.       Prospective Purchaser Questionnaire                         24

4.       Registration Rights Agreement                               32


                                       2
<PAGE>

                          INSTRUCTIONS FOR SUBSCRIBING

     NO PERSON WILL BE ACCEPTED AS A PURCHASER PRIOR TO A CLOSING OF THE
OFFERING. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR
IN PART, OR TO ALLOT ANY PROSPECTIVE PURCHASER FEWER THAN THE NUMBER OF UNITS
SUBSCRIBED FOR BY SUCH PROSPECTIVE PURCHASER. ANY REPRESENTATION TO THE CONTRARY
IS UNAUTHORIZED AND MAY NOT BE RELIED UPON.

Please read the Subscription Agreement carefully. In order to subscribe for the
Units you must:

     1.   Initial the appropriate box(es) in the Subscription Agreement under
          the Sections "For Qualified Institutional Buyers" or "For Accredited
          Investors" on pages 9 through 14.

     2.   Initial the appropriate boxes in the Subscription Agreement on pages
          17, 18 and 19 and complete item 19(b)(2) (if applicable) and item
          19(c) and pages 21 and 22.

     3.   Sign and complete the appropriate signature page. If you are a
          resident of Pennsylvania, you must also append your signature in the
          place provided immediately below paragraph 15(b) on page 16 of the
          Subscription Agreement.

     4.   Complete pages 22 - 28 of the PROSPECTIVE PURCHASER QUESTIONNAIRE, and
          sign on pages 26, 27, 28 and 29 of the Questionnaire, as applicable.

     5.   Complete and sign the last page of the Registration Rights Agreement
          (page 40).

     6.   Return the above materials along with payment for the amount of your
          Subscription to the Company at the following address:

                     Shopoverseas.com, Inc.
                     4706 18th Avenue
                     Brooklyn, New York 11204

          Checks should be made payable to "Grushko & Mittman, as Escrow Agent
          for Shopoverseas.com, Inc." and will be credited to Shopoverseas.com,
          Inc. subscriptions. Wire transfers should be coordinated in advance of
          transmission. Wire transmissions should be made as follows:

                     Citibank, N.A.
                     250 Broadway
                     New York, New York 10007
                     ABA Number: 0210000089
                     For Credit to: Grushko & Mittman
                                      IOLA Trust Account
                     Account Number: 037-45208884


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<PAGE>

     7.   Each prospective purchaser may be required to provide such additional
          information as the Company shall reasonably request. In this
          connection, please note:

          (a)  A partnership may be required to provide a copy, among other
               items, of its Partnership Agreement, as amended, as well as all
               other documents that authorize the partnership to invest in the
               Units.

          (b)  A corporation may be required to provide a copy, among other
               items, of its Articles of Incorporation and By-Laws, as amended,
               in effect as well as all other documents that authorize the
               corporation to invest in the Units.

          (c)  A trust may be required to provide a copy, among other items, of
               its Declaration of Trust or other governing instrument, as
               amended, as well as other documents that authorize the trust to
               invest in the Units.

IF YOU HAVE ANY QUESTIONS ABOUT THE SUBSCRIPTION DOCUMENTS. PLEASE CONTACT THE
COMPANY, AT TELEPHONE: (718) 435-5291.

FAILURE TO COMPLY WITH THE ABOVE INSTRUCTIONS MAY CONSTITUTE AN INVALID
SUBSCRIPTION, WHICH, IF NOT CORRECTED, COULD RESULT IN THE REJECTION OF YOUR
SUBSCRIPTION REQUEST. EVEN IF CORRECTED, THE DELAY MAY RESULT IN (1) THE
ACCEPTANCE OF ANOTHER PURCHASER WHOSE SUBSCRIPTION BOOKLET WAS INITIALLY
RECEIVED BY THE SELLING AGENT AFTER YOURS OR (2) THE OFFERING BEING CLOSED
WITHOUT YOUR SUBSCRIPTION REQUEST BEING CONSIDERED BY THE COMPANY.


                                       4
<PAGE>

                             SUBSCRIPTION AGREEMENT


NOTE:     ONE COMPLETED AND EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT
          ACCOMPANIED BY PAYMENT FOR THE AMOUNT OF YOUR SUBSCRIPTION, MUST BE
          RETURNED TO: SHOPOVERSEAS.COM, INC., 4706 18TH AVENUE, BROOKLYN, NEW
          YORK 11204.


          Name of Subscriber: _________________________________________________
          U.S. Social Security No.:____________________________________________
          Address: ____________________________________________________________
          _____________________________________________________________________
          Telephone: _________________________ Fax: ___________________________
          Number of C Units Subscribed:________________________________________


                             SUBSCRIPTION AGREEMENT

Gentlemen:

     1. Subscription. The undersigned, intending to be legally bound, hereby
irrevocably agrees to purchase from Shopoverseas.com, Inc. (the "Company"), a
Nevada corporation, the number of Units set forth above and on the signature
page hereof, whereby each C Unit consists of 10,000 common shares ($.001 par
value per share) and 10,000 Class D Warrants. Each Class D Warrant allows the
purchaser to purchase one share of common stock ($.001 par value) for $1.25
until July 31, 2002. The purchase price per C Unit is $12,500.00 (the "Purchase
Price"). This Subscription Agreement and the Confidential Private Placement
Memorandum dated November 16, 1999, together with any supplements or amendments
thereto (the "Memorandum"), relates to an offering of a maximum of 100 C Units
for a total of $1,250,000 (the "Offering"). The Units, Common Stock and Common
Stock Purchase Warrants comprising the Units and the Common Stock issuable upon
exercise of the Warrants are referred to herein as the "Securities".

     2. Payment. The undersigned either (a) encloses herewith a check payable to
"Grushko & Mittman as Escrow Agent for Shopoverseas.com, Inc." or (b) has
transmitted by wire transfer funds into the Escrow Agent's Escrow Account in the
full amount of the purchase price of the Units for which the undersigned is
subscribing.

     3. Deposit of Funds. All payments by check made as provided in Section 2
hereof shall be delivered to the Company and, thereafter, such payment will be
deposited as soon as practicable in an IOLA trust account maintained by Grushko
& Mittman at Citibank, N.A., 250 Broadway, New York, New York 10007, USA, and
held in escrow until the earliest to occur of (a) the closing of the sale of
Units (the "Closing"), (b) the cancellation of the Offering, (c) the rejection
of the subscriber's subscription, or (d) December 31, 1999, which date may be
extended by the Company (the "Final Closing Date"). Subscription payments of
prospective investors who become


                                       5
<PAGE>

shareholders of the Company will be transferred to the Company at one or more
Closings. All funds deposited with the Escrow Agent will be held subject to the
terms of a Funds Escrow Agreement between the Company and Escrow Agent.

     4. Acceptance of Subscription/Recission. The undersigned understands and
agrees that the Company in its sole discretion reserves the right to accept or
reject this or any other subscription for Units in whole or in part,
notwithstanding prior receipt by the undersigned of a notice of acceptance. If
this subscription is rejected by the Company in whole or in part, the Company
shall promptly return all funds received from the undersigned and this
Subscription Agreement shall thereafter be of no further force or effect. In
addition to any other rights granted to the Subscriber or available under State
law, in the event the Subscriber has delivered funds to the Company prior to
receipt of the Memorandum by the Subscriber, then the Subscriber is granted 72
hours from the receipt of the Memorandum to revoke the subscription and receive
back without deduction the entire amount of subscription funds delivered to the
Company.

     5. Representations and Warranties. The undersigned hereby acknowledges,
represents and warrants to, and agrees with, the Company, as follows:

     (a) The undersigned understands that the offering and sale of the Units and
     the common shares issuable upon exercise of the Warrants are intended to be
     exempt from registration under the Securities Act of 1933 (the "Securities
     Act"), by virtue of Section 4(2) of the Securities Act and the provisions
     of Regulation D promulgated thereunder, and in accordance therewith and in
     furtherance thereof, the undersigned represents and warrants and agrees as
     follows:

          (1) The undersigned and/or the undersigned's adviser(s) has/have
          received the Memorandum, has/have carefully reviewed it and
          understand(s) the information contained therein;

          (2) The undersigned acknowledges that all documents, records, and
          books pertaining to this investment (including, without limitation,
          the Memorandum) have been made available for inspection by the
          undersigned, the undersigned's attorney, accountant, or adviser(s);

          (3) The undersigned and/or the undersigned's adviser(s) has/have had a
          reasonable opportunity to ask questions of receive answers from a
          person or persons acting on behalf of the Company concerning the
          Offering of the Units and all such questions have been answered to the
          full satisfaction of the undersigned;

          (4) No oral or written representations have been made other than as
          stated in the Memorandum, and no oral or written information furnished
          to the undersigned or to the undersigned's adviser(s) in connection
          with the Offering of the Units were in any way inconsistent with the
          information stated in the Memorandum.

          (5) The undersigned is not subscribing for Units as a result of or
          subsequent to


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<PAGE>

          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 or meeting, or any solicitation
          of a subscription by a person other than the Company in connection
          with investments in securities generally;

          (6) If the undersigned is a natural person, the undersigned has
          reached the age of majority in the state in which the undersigned
          resides, has adequate means of providing for the undersigned's current
          financial needs and contingencies, is able to bear the substantial
          economic risks of an investment in the Units 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) The undersigned or the undersigned's purchaser representative, as
          the case may be, has such knowledge and experience in financial, tax,
          and business matters so as to enable the undersigned to utilize the
          information made available to the undersigned in connection with the
          Offering of the Securities, to evaluate the merits and risks of an
          investment in the Securities, and to make an informed investment
          decision with respect thereto;

          (8) The undersigned is not relying on the Company with respect to the
          tax and other economic considerations of an investment;

          (9) The undersigned understands that the Securities have not been
          registered under the Act by reason of a claimed exemption under the
          provisions of the Act which depends, in part, upon the undersigned's
          investment intention. In this connection, the undersigned hereby
          represents that the undersigned is purchasing the Securities for the
          undersigned's own account for investment and not with a view toward
          the resale or distribution to others.

          10) The undersigned understands that there is no public market for the
          Securities and that no market may develop therefor. The undersigned
          understands that even if a public market develops for the Securities,
          Rule 144 promulgated under the Act requires, among other conditions, a
          two-year holding period prior to the resale (in limited amounts) of
          securities acquired in a non-public offering without having to satisfy
          the registration requirements under the Act. The undersigned
          understands and hereby acknowledges that the Corporation is under no
          obligation to register the Units or any of the Securities under the
          Act or any state securities or "blue sky" laws other than as expressly
          set forth in the Memorandum. The undersigned consents that the
          Corporation may, if it desires, permit the transfer of the Securities
          comprising the Units under or issuable upon exercise thereof out of
          the undersigned's name only when the undersigned's request for
          transfer is accompanied by an opinion of counsel reasonably
          satisfactory to the Corporation that neither the sale nor the proposed
          transfer results in a violation of the Act or any applicable state
          "blue sky" laws (collectively, "Securities Laws"). The undersigned
          agrees to hold the Corporation and its directors, officers and
          controlling persons and their respective heirs,


                                       7
<PAGE>

          representatives, successors and assigns harmless and to indemnify them
          against all liabilities, costs and expenses incurred by them as a
          result of any misrepresentation made by the undersigned contained
          herein or any sale or distribution by the Subscriber in violation of
          the Securities Laws.

          (11) The undersigned consents to the placement of a legend on any
          certificate or other document evidencing the Securities that such
          Securities have not been registered under the Act or any state
          securities or "blue sky" laws and setting forth or referring to the
          restrictions on transferability and sale thereof contained in this
          Agreement. The undersigned is aware that the Corporation will make a
          notation in its appropriate records with respect to the restrictions
          on the transferability of the Securities.

          (12) The undersigned understands that the Corporation will review this
          Agreement and is hereby given authority by the undersigned to call
          undersigned's bank or place of employment or otherwise review the
          financial standing of the undersigned; and it is further agreed that
          the Corporation reserves the unrestricted right to reject or limit any
          subscription, to accept subscriptions for fractional Units and to
          close the Offering to the undersigned at any time.

          (13) The undersigned hereby represents that the address of the
          undersigned furnished by the undersigned on the signature page hereof
          is the undersigned's principal residence if the undersigned is an
          individual or its principal business address if it is a corporation or
          other entity.

          (14) The undersigned acknowledges that if he is a Registered
          Representative of an NASD member firm, he must give such firm the
          notice required by the NASD's Rules of Fair Practice, receipt of which
          must be acknowledged by such firm in Section 14 below.

          (15) The undersigned recognizes that the Company has only recently
          been organized, that it has a very limited financial and operating
          history and that investment in the Company involves substantial risks,
          including loss of the entire amount of such investment, and has taken
          full cognizance of and understands all of the risks related to the
          purchase of the Units.

          (16) The undersigned acknowledges that each certificate representing
          Securities shall be stamped or otherwise imprinted with a legend
          substantially in the following form:

               "The securities presented hereby have not been registered under
               the Securities Act of 1933, as amended or any state securities
               laws and neither the securities nor any interest therein may be
               offered, sold, transferred, pledged, or otherwise disposed of
               except pursuant to an effective registration statement under such
               act or such laws or unless an exemption from registration under


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<PAGE>

               such act and such laws, in the opinion of counsel for the holder
               (which counsel and opinion are reasonably satisfactory to counsel
               for this Company) is available."

     (b) The undersigned meets the requirements of one of the subparagraphs
     listed in subparagraph (c) or (d) below as of the date of this Subscription
     Agreement, and if there is any material change in such status prior to the
     sale of the Units, the undersigned will immediately furnish such revised or
     corrected information to the Company.

     [Please insert you initials in the appropriate space to the description
     applicable to you]


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<PAGE>

     (c)  FOR ACCREDITED INVESTORS

     ___  (1) A natural person who has individual income of more than $200,000
          in each of the most recent two years or joint income with that
          persons's spouse in excess of $300,000 in each of the most recent two
          years and who reasonably expects to reach that same income level for
          the current year. For this purpose, "individual income" means adjusted
          gross income, as reported by a federal income tax purposes, less any
          income attributable to a spouse or to property owned by a spouse, (A)
          increased by the individual's share (and not a spouse's share) of: (1)
          the amount of any tax exempt interest income received, (2) amounts
          contributed to an IRA or Keogh retirement plan (3) alimony paid, and
          (4) the excluded portion of any long-term capital gains, and (B)
          adjusted, plus or minus, for any non-cash loss or gain, respectively,
          reported for federal income;

     ___  (2) A natural person whose individual net worth, or joint net worth
          with that person's spouse, is in excess of $1,000,000. For this
          purpose, "net worth" means the excess of total assets at fair market
          value, including home and personal property, over total liabilities,
          provided, however, for the purpose of determining a person's net
          worth, the principal residence owned by an individual shall be valued
          at cost, including the cost of improvements, net of current
          encumbrances upon the property or valued on the basis of a written
          appraisal used by an institutional lender making a loan secured by the
          property. For the purposes of this provisions, "institutional lender"
          means a bank, savings and loan company, industrial loan company,
          credit union, personal property broker or a company whose principal
          business is as a lender upon loans secured by real property and which
          has such loans receivable in the amount of $2,000,000 or more. Any
          person relying on the appraised value of a principal residence must
          deliver to the Company, at or prior to the date of execution hereof, a
          copy of such appraisal;

     ___  (3) A trust, with total assets in excess of $5,000,000, which is not
          formed for the purpose of acquiring the Units and whose purchase is
          directed by a person who has such knowledge and experience in
          financial business matters that such person is capable of evaluating
          the risks and merits of an investment in the Units;

     ___  (4) A bank as defined in Section 3(a)(2) of the Securities Act or a
          savings and loan association or other institution as defined in
          Section 3(a)(5)(A) of the Securities Act whether acting in its
          individual or fiduciary capacity; a broker or dealer registered
          pursuant to Section 15 of the Securities Exchange Act of 1934; an
          insurance company as defined in Section 2(13) of the Securities Act;
          an investment company registered under the Investment Company Act of
          1940; or a business development company as defined in Section 2(a)(48)
          of the Investment Company Act of 1940; a small business investment
          company licensed by the U.S. Small Business Administration under
          Section 301(c) or (d) of the Small Business Investment Act of 1958; a
          plan established and maintained by a state, its political
          subdivisions, or an agency or instrumentality of a state or its
          political subdivisions, for the benefit of its


                                       10
<PAGE>

          employees, if such plan has total assets in excess of $5,000,000; or
          an employee benefit plan within the meaning of Title I of the Employee
          Retirement Income Security Act of 1974, if the investment decision is
          made by a plan fiduciary, as defined in Section 3(21) of the Employee
          Retirement Income Security Act of 1974, which is either a bank,
          savings and loan association, insurance company, or registered
          investment adviser, or if the employee benefit plan has total assets
          in excess of $5,000,000 or, if the employee benefit plan is a
          self-directed plan and the investment decision is made solely by
          persons who are accredited investors;

     ___  (5) A private business development company as defined in Section
          202(a)(22) of the Investment Advisers Act of 1940;

     ___  (6) An organization described in Section 501(c)(3) of the Internal
          Revenue Code of 1986, as amended, a corporation, Massachusetts or
          similar business trust, or partnership, not formed for the specific
          purpose of acquiring the Units with total assets in excess of
          $5,000,000;

     ___  (7) A director or executive officer of the Company;

                           or

     ___  (8) An entity in which all of the equity owners meet the requirements
          of at least one of the above subparagraphs for accredited investors.


     (d)  FOR QUALIFIED INSTITUTIONAL BUYERS

     ___  (1) An insurance company as defined in Section 2(13) of the Securities
          Act, acting for its own account or the accounts of other qualified
          institutional buyers which, in the aggregate, owns or invests on a
          discretionary basis at least $100 million in securities of issuers
          that are not affiliated with it;

     ___  (2) An investment company registered under the Investment Company Act
          of 1940 (the "Investment Company Act") or any business development
          company as defined in Section 2(a)(48) of that Act, acting for its own
          account or the accounts of other qualified institutional buyers which,
          in the aggregate, owns or invests on a discretionary basis at least
          $100 million in securities of issuers that are not affiliated with it;

     ___  (3) A Small Business Investment Company licensed by the U.S. Small
          Business Administration under Section 301(c) or (d) of the Small
          Business Investment Act of 1958, acting for its own account or the
          accounts of other qualified institutional buyers which, in the
          aggregate, owns or invests on a discretionary basis at least $100
          million in securities of issuers that are not affiliated with it;


                                       11
<PAGE>

     ___  (4) A plan established and maintained by a state, its political
          subdivisions, or any agency or instrumentality of a state or its
          political subdivisions, for the benefit of its employees, aggregate,
          owns or invests on a discretionary basis at least $100 million in
          securities of issuers that are not affiliated with it;

     ___  (5) An employee benefit plan within the meaning of Title I of the
          Employee Retirement Income Security Act of 1974, acting for its own
          account or the accounts of other qualified institutional buyers which,
          in the aggregate, owns or invests on a discretionary basis at least
          $100 million in securities of issuers that are not affiliated with it;

     ___  (6) A business development company as defined in Section 202(a)(22) of
          the Investment Adviser Act of 1940, acting for its own account or the
          accounts of other qualified institutional buyers which, in the
          aggregate, owns or invests on a discretionary basis at least $100
          million in securities of issuers that are not affiliated with it;

     ___  (7) An organization described in Section 501(c)(3) of the Internal
          Revenue Code of 1986, as amended, a corporation (other than a bank as
          defined in Section 3(a)(2) of the Securities Act or a savings and loan
          association or other institution referenced in Section 3(a)(5)(A) of
          the Securities Act or a foreign bank or savings and loan association
          or equivalent institution, partnership, or Massachusetts or similar
          business trust, acting for its own account or the accounts of other
          qualified institutional buyers which, in the aggregate, owns or
          invests on a discretionary basis at least $100 million in securities
          of issuers that are not affiliated with it;

     ___  (8) An investment adviser registered under the Investment Advisers Act
          of 1940, acting for its own account or the accounts of other qualified
          institutional buyers which, in the aggregate, owns or invests on a
          discretionary basis at least $100 million in securities of issuers
          that are not affiliated with it;

     ___  (9) A dealer registered pursuant to Section 15 of the Exchange Act or
          1934, acting for its own account or the accounts of other qualified
          institutional buyers, which, in the aggregate, owns and invests on a
          discretionary basis at least $10 million of securities of issuers that
          are not affiliated with the dealer, provided that securities
          constituting the whole or a part of an unsold allotment to or
          subscription by a dealer as a participant in a public offering shall
          not be deemed to be owned by such dealer;

     ___  (10) A dealer registered pursuant to Section 15 of the Securities
          Exchange Act of 1934 acting in a riskless principal transaction on
          behalf of a qualified institutional buyer;

     ___  (11) An investment company registered under the Investment Company
          Act, acting for its own account or for the accounts of other qualified
          institutional, that is part of a family of investment companies which
          own, in the aggregate, at least $100 million in


                                       12
<PAGE>

          securities of issuers, other than issuers that are affiliated with the
          investment company or are part of such family of investment companies.
          "Family of investment companies" means any two or more investment
          companies registered under the Investment Company Act (except for a
          unit investment trust whose assets consist solely of Units of one or
          more registered investment companies) that have the same investment
          adviser (or, in the case of unit investment trusts, the same
          depositor), provided that for purposes of this paragraph (11);

          (A) Each series of a series company (as defined in Rule 18f-2 under
          the Investment Company Act) shall be deemed to be a separate
          investment company; and

          (B) Investment companies shall be deemed to have the same adviser (or
          depositor) if their adviser (or depositors) are majority-owned
          subsidiaries of the same parent, or if one investment company's
          adviser (or depositor) is a majority-owned subsidiary of the other
          investment company's adviser (or depositor).

     ___  (12) An entity, all of the equity owners of which are qualified
          institutional buyers, acting for its own account or the accounts of
          other qualified institutional buyers; and

     ___  (13) A bank as defined in section 3(a)(2) of the Securities Act,
          savings and loan association or other institution as referenced in
          Section 3(a)(5)(A) of the Securities Act, or foreign bank or savings
          and loan association or equivalent institution, acting for its own
          account or the accounts of other qualified institutional buyers,
          which, in the aggregate, owns and invests on a discretionary basis at
          least $100 million in securities of issuers that are not affiliated
          with it and that has an audited net worth of at least $25 million as
          demonstrated in its latest annual financial statements, as of a date
          not more than 16 months preceding the date of execution hereof, in the
          case of a U.S. bank or savings and loan association, and not more than
          18 months preceding the date of execution hereof, in the case of a
          foreign bank or savings and loan association or equivalent
          institution.

     (e) The undersigned's overall commitment to investments which are not
     readily marketable is reasonable in relation to the undersigned's net
     worth.

     (f) The undersigned hereby agrees to provide such information and to
     execute and deliver such documents as may reasonably be necessary to comply
     with any and all laws and ordinances to which the Company is subject,
     including without limitation, such additional information as the Company or
     the Placement Agent may deem appropriate with regard to the undersigned's
     suitability.


     ___  (14)  NASD Affiliation.

     Are you affiliated or associated with an NASD member firm (please check
     one):


                                       13
<PAGE>

     Yes______           No______

     If Yes, please described:

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

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

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

     * If undersigned is a Registered Representative with an NASD member firm,
have the following acknowledgement signed by the appropriate party:


     The undersigned NASD member firm acknowledges receipt of the notice
required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.


     _____________________________________
     Name of NASD Member Firm


     By:__________________________________
              Authorized Officer


     Date:________________________________

     The undersigned is informed of the significance to you of the foregoing
representations and answers contained in the undersigned representations
contained in this Paragraph 5 and such answers have been provided under the
assumption that the Corporation will rely on them.

     (g) The undersigned acknowledges:

          (1) That the undersigned is aware that investment in the Units
     involves a number of very significant risks, and has carefully read and
     considered the matters set forth under the caption "Risk Factors" in the
     Memorandum;

          (2) In making an investment decision the undersigned has relied on the
     undersigned's own examination of the Company and the terms of the Offering,
     including the merits and risks involved. These Units have not been
     recommended by any federal or state securities commission or regulatory
     authority. Furthermore, the foregoing authorities have not confirmed the
     accuracy or determined the adequacy of the Memorandum or this document. Any
     representation to the contrary is a criminal offense.


                                       14
<PAGE>

          (3) The undersigned, if executing this Subscription Agreement in a
     representative or fiduciary capacity, has full power and authority to
     execute and deliver this Subscription Agreement in such capacity and on
     behalf of the subscribing individual, ward, partnership, trust, estate,
     corporation, or other entity for whom the undersigned is executing this
     Subscription Agreement, and such individual, ward, partnership, trust,
     estate, corporation, or other entity has full right and power to perform
     pursuant to this Subscription Agreement and make an investment in the
     Company; and

          (4) The representations, warranties, and agreements of the undersigned
     contained herein and in any other writing delivered in connection with the
     transactions contemplated hereby shall be true and correct in all respects
     on and as of the date of the sale of the Units as if made on and of such
     date and shall survive the execution and delivery of this Subscription
     Agreement and the purchase of the Units.

     6. Indemnification. The undersigned agrees to indemnify and hold harmless
the Company, the Placement Agent, the Selected Dealers and their respective
officers, directors, agents, and affiliates against any and all loss, liability,
claim, damage, and expense whatsoever (including, but not limited to, any and
all expenses reasonably incurred in investigating, preparing, or defending
against any litigation commenced or threatened or any claim whatsoever) arising
out of or based upon any false representation or warranty or breach or failure
by the undersigned to comply with any covenant or agreement made by the
undersigned herein or in any other document furnished by the undersigned to any
of the foregoing in connection with this transaction.

     7. Irrevocability; Binding Effect. The undersigned hereby acknowledges and
agrees that the subscription hereunder is irrevocable by the undersigned, that,
except as required by law, the undersigned is not entitled to cancel, terminate,
revoke this Subscription Agreement or any agreements of the undersigned
hereunder, and shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal representatives, and
permitted assigns. If the undersigned is more than one person, the obligations
of the undersigned 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/her heirs,
executors, administrators, successors, legal representatives, and permitted
assigns.

     8. Modification. Neither this Subscription Agreement nor any provisions
hereof shall be waived, modified, discharged, or terminated except by an
instrument in writing signed by the party against whom any such waiver,
modification, discharge, or termination is sought.

     9. Notices. Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be personally delivered or deemed
delivered the third business day after being mailed by first class mail, to the
party to receive same (a) if to the Company, to Shopoverseas.com, Inc., 4706
18th Avenue, Brooklyn, New York 11204, or (b) if to the undersigned, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section 9). Any notice or other communication given by
certified mail shall be deemed given at the time of receipt thereof.


                                       15
<PAGE>

     10. Assignability. This Subscription Agreement and the rights and
obligations hereunder are not transferable or assignable by the undersigned.

     11. Applicable Law. Notwithstanding the place where this Subscription
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all of the terms and provisions hereof except by operation of law and
laws of decent shall be construed in accordance with the laws of the State of
New York without regard to principles of conflicts of law and any dispute
brought hereunder shall be brought in a Federal or State court located in either
the Southern or Eastern Districts of New York.

     12. Binding Agreement. Upon the execution and delivery of this Agreement by
the Subscriber, this Agreement shall become a binding obligation of the
Subscriber with respect to the purchase of Units as herein provided; subject,
however, to the right hereby reserved to the Corporation to enter into the same
agreements with other subscribers and to add and/or delete other persons as
subscribers.

     13. Waiver. It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed, as a waiver of
any other provision of this Agreement nor any subsequent breach by that same
party.

     14. Future Action. The parties agree to execute and deliver all such
further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purpose and intent of
this Agreement.

     15. State Securities Laws. Subscribers who reside in CALIFORNIA,
PENNSYLVANIA or MASSACHUSETTS also agree and represent as follows:

          (a) THE UNDERSIGNED, IF A CALIFORNIA RESIDENT, REPRESENTS THAT: (1)
          THE UNDERSIGNED OR THE UNDERSIGNED'S PROFESSIONAL ADVISER CAN PROTECT
          THE UNDERSIGNED'S INTEREST IN CONNECTION WITH THIS TRANSACTION; (2)
          THE UNDERSIGNED IS ABLE TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT
          OR (3) THIS INVESTMENT DOES NOT EXCEED 10% OF SUCH PERSON'S NET WORTH
          OR JOINT NET WORTH WITH SUCH PERSON'S SPOUSE.

          (b) THE UNDERSIGNED, IF A PENNSYLVANIA RESIDENT, REPRESENTS THAT THE
          UNDERSIGNED WILL NOT SELL ANY UNITS FOR A PERIOD OF TWELVE (12) MONTHS
          FROM THE DATE OF PURCHASE IF THIS SUBSCRIPTION IS NOT TIMELY WITHDRAWN
          PURSUANT TO THE RIGHT OF RECISION GRANTED UNDER THE PENNSYLVANIA
          SECURITIES ACT, UNLESS SUCH SECURITIES ARE SUBSEQUENTLY REGISTERED
          UNDER FEDERAL SECURITIES LAWS OR ARE SOLD IN ACCORDANCE WITH
          PENNSYLVANIA SECURITIES LAWS. ANY OFFEREE WHO IS A RESIDENT OF
          PENNSYLVANIA HAS THE RIGHT TO WITHDRAW THIS SUBSCRIPTION, WITHOUT
          INCURRING ANY LIABILITY TO THE


                                       16
<PAGE>

          COMPANY, THE SELLING AGENT OR ANY OTHER PERSON AND TO CANCEL THE
          PURCHASE OF UNITS, WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF
          RECEIPT BY THE COMPANY OF A WRITTEN BINDING CONTRACT OF PURCHASE OR,
          IN THE CASE OF A TRANSACTION IN WITH THERE IS NO WRITTEN BINDING
          CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS AFTER THE INITIAL
          PAYMENT FOR THE UNITS BEING OFFERED.

SIGNATURE OF PENNSYLVANIA RESIDENT:________________________________

          (c) THE UNDERSIGNED, IF A MASSACHUSETTS RESIDENT, REPRESENTS THAT THE
          UNDERSIGNED'S INVESTMENT IN THE Units DOES NOT EXCEED 25% OF SUCH
          PERSON'S NET WORTH OR, IF MARRIED, THE COMBINED NET WORTH OF SUCH
          PERSON'S SPOUSE AND THE UNDERSIGNED, EXCLUDING PRINCIPAL RESIDENCE AND
          HOME FURNISHINGS.

     16. Registration Agreement: Grant of Power of Attorney.

     (a) The undersigned understands that each of the subscribers whose
subscriptions are accepted by the Company is deemed to have entered into the
Registration Rights Agreement annexed hereto (the "Registration Rights
Agreement") with the Company pursuant to which the Company may be required to
register for sale pursuant to the Securities Act the Units as described in the
Memorandum. In order to facilitate the execution and fulfillment of the
Registration Agreement the undersigned grants the following power of attorney to
the President of the Company and each officer of the Company, for the purposes
set forth below.

     (b) The undersigned hereby irrevocably constitutes and appoints the
President of the Company and each officer of the Company (the "Attorney"), and
each of the foregoing acting individually, in each case with full power of
substitution, the true and lawful agent and attorney-in-fact of the undersigned
with full power and authority in the undersigned's name, place and stead, to
execute and deliver on behalf of the undersigned at any time on or prior to the
Final Closing Date the Registration Rights Agreement or any amendments or
supplements thereto or any instrument, the execution and delivery by any of said
Attorneys of such Registration Rights Agreement, amendment or supplement being
conclusive evidence that such execution and delivery were authorized hereby.

     (c) It is expressly understood and intended by the undersigned that the
power of attorney granted in paragraph (b) above (the "Power of Attorney") is
coupled with an interest, is irrevocable and may be delegated by said Attorney.
The Power of Attorney shall survive the death or incapacity of the undersigned,
or if the undersigned is a partnership, corporation or trust, the dissolution,
liquidation or termination thereof, or the assignment of the undersigned's Units
or any part thereof. This Power of Attorney shall terminate upon the earlier to
occur of (1) the rejection of the undersigned's Subscription by the Selling
Agent and (2) the second business day immediately following the Final Closing
Date.


                                       17
<PAGE>

     17. Nature of Subscriber. The undersigned is (check one):

     _____ (a)  One or more individuals
     _____ (b)  A corporation
     _____ (c)  A partnership
     _____ (d)  A trust
     _____ (e)  Another entity or organization,
                namely (please specify): _________________________

     18. Other Certifications. By signing the Signature Page, the undersigned
certifies as follows:

     (a) that the undersigned and its grantor (if a trust) or its general
partners (if a partnership) have not filed or been involved in bankruptcy
proceedings;

     if the undersigned is an individual investor, that one of the following is
true and correct (check one):

                   Spouse if
     Purchaser     Co-Owner
     ---------     --------

     ____          ____  (1) I am a United States citizen or resident of the
                   United States for United States federal income tax purposes.

     ____          ____  (2) I am neither a United States citizen nor a resident
                   of the United States for federal income tax purposes.

     (c) if the undersigned is a trust, that the trust has not been established
in connection with either (1) an employee benefit plan (as defined in Section
3(3) of ERISA), whether or not subject to the provisions of Title I of ERISA, or
(2) a plan described in Section 4975(e)(i) of the Internal Revenue Code and that
one of the following is true and correct (check one):

     ____      (1) the Trust is an estate or trust whose income from sources
               outside the United States is includable in its gross income for
               United States federal income tax purposes regardless of its
               connection with a trade or business carried on the United States.

     ____      (2) the Trust is an estate or trust whose income from sources
               outside the United States is not includable in its gross income
               for United States federal income tax purposes regardless of its
               connection with a trade or business carried on in the United
               States.

     (d) if the undersigned is a partnership, that the assets of the partnership
do not constitute "plan assets" within the meaning of ERISA and regulation S
2510.3-101 promulgated thereunder


                                       18
<PAGE>

and that one of the following is true and correct (check one):

     ____      (1) the Partnership is a partnership formed in or under the laws
               of the United States or any political subdivision thereof.

     ____      (2) the Partnership is a partnership not formed in or under the
               laws of the United States or any political subdivision thereof.

     (e) if the undersigned is a corporation, that the assets of the Corporation
do not constitute "plan assets" within the meaning of ERISA and regulation
S2510.3-101 promulgated thereunder and that one of the following is true and
correct (check one):

     ____      (1) the Corporation is a corporation organized in or under the
               laws of the United States or any political subdivision thereof.

     ____      (2) the Corporation is a corporation which is neither created nor
               organized in or under the United States or any political
               subdivision thereof but which has made an election under either
               Section 897(i) or 897(k) of the United States Internal Revenue
               Code of 1986, as amended, to be treated as a domestic corporation
               for certain purposes of United States federal income taxation (A
               copy of the Internal Revenue Service acknowledgment of the
               undersigned's election must be attached to this Subscription
               Agreement if this provision is applicable).

     ____      (3) neither (1) nor (2) above is true.

     19. Matters Relating to the Undersigned's Ownership of Units.

     (a) Ownership of the Units is to be held as follows (check one):

     ____  (1) Individual
     ____  (2) Joint Tenants (with rights of survivorship)
     ____  (3) Tenants in Common (no rights of survivorship)
     ____  (4) Community Property

     (b) All correspondence relating to the undersigned's investment should be
sent (check one):

     ____   (1) to the address of the undersigned set forth on the signature
page hereof

     ____   (2) to the following address:

                ______________________________
                ______________________________


                                       19
<PAGE>

                ______________________________

     (c) The undersigned may be contacted by telephone at the following
telephone number(s):

                    Home: (____) ___________
                    Work: (____) ___________




                                       20
<PAGE>

              SUBSCRIPTION AGREEMENT SIGNATURE PAGE FOR INDIVIDUALS

     IN WITNESS WHEREOF, the undersigned has executed this Agreement this
_______ day of ________, 1999.

Number of Units being subscribed for: ______________


                                        ________________________________________
                                        Print Name

                                        ________________________________________
                                        Signature of Investor

                                        ________________________________________
                                        Social Security Number

                                        ________________________________________
                                        Residence Address

     If the purchaser has indicated that the Units will be held as JOINT
TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, please complete the
following:


                                        ________________________________________
                                        Print Name of Spouse or Other Purchaser

                                        ________________________________________
                                        Signature of Spouse or Other Purchaser

                                        ________________________________________
                                        Social Security Number

ACCEPTED AND AGREED:

SHOPOVERSEAS.COM, INC.

By: _______________________________
Name:
Title:
Dated: ____________, 1999

     IF YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THE
SIGNATURE PAGE. IF YOU ARE PURCHASING UNITS WITH ANOTHER PERSON NOT YOUR SPOUSE,
YOU MUST EACH FILL OUT ALL AREAS OF THIS AGREEMENT APPLICABLE TO AN INDIVIDUAL
PURCHASER.


                                       21
<PAGE>

             SUBSCRIPTION AGREEMENT SIGNATURE PAGE FOR PARTNERSHIPS,
                     CORPORATIONS, TRUSTS, OR OTHER ENTITIES

     IN WITNESS WHEREOF, the undersigned has executed this Agreement this ___
day of _______, 1999.

Number of Units being subscribed for:__________________


                                        ________________________________________
                                        Print Name of Partnership, Corporation,
                                        Trust or other Entity

                                        ________________________________________
                                        (Signature of Authorized Signatory)

                                        Name:___________________________________

                                        Title:__________________________________

                                        Address:________________________________

                                        ________________________________________

                                        ________________________________________

                                        Taxpayer Identification Number:_________

                                        Date of Formation:______________________

                                        Address of Chief Executive Office of
                                        Subscriber:

                                        ________________________________________

                                        ________________________________________

                                        ________________________________________

ACCEPTED AND AGREED:
SHOPOVERSEAS.COM, INC.

By: _______________________________
Name:
Title:
Dated: ______________, 1999

                       PROSPECTIVE PURCHASER QUESTIONNAIRE


                                       22
<PAGE>

                        For Confidential Private Offering
                                       of
                             Shopoverseas.com, Inc.

To:  Shopoverseas.com, Inc.
     4706 18th Avenue
     Brooklyn, New York 11204

The information contained herein is being furnished to you in order to assure
you that the undersigned meets the standards of an "Accredited Investor" imposed
by Rule 501 of Regulation D promulgated under the Securities Act of 1933
(hereinafter the "Act"). The undersigned understands that (i) you will rely upon
the information contained herein for purposes of such determination, (ii) the
securities will not be registered under the Act in reliance upon the exemption
from registration provided by Section 4 (2) of the Act and Rule 506 of
Regulation D, promulgated thereunder and (iii) this questionnaire is not an
offer to sell securities to the undersigned.

The undersigned further represents to you that (i) the information contained
herein is complete and accurate and may be relied upon by you, and (ii) the
undersigned will notify you immediately of any material change in any of such
information occurring prior to the purchase of such securities, if any purchase
is made, by the undersigned.

THE UNDERSIGNED UNDERSTANDS AND AGREES THAT, ALTHOUGH THIS QUESTIONNAIRE WILL BE
KEPT STRICTLY CONFIDENTIAL, THE ISSUER OF ANY SECURITIES PURCHASED BY THE
UNDERSIGNED MAY PRESENT THIS QUESTIONNAIRE TO SUCH PARTIES AS IT DEEMS ADVISABLE
IF CALLED UPON TO ESTABLISH THE AVAILABILITY UNDER ANY FEDERAL OR STATE
SECURITIES LAWS OF AN EXEMPTION FROM REGISTRATION OF THE PRIVATE PLACEMENT.

THIS LETTER IS NOT AN OFFER TO SELL SECURITIES BUT MERELY A REQUEST FOR
INFORMATION PURSUANT TO REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION.

Please complete, sign, date and return one copy of this questionnaire to the
Company at Shopoverseas.com, Inc., 4706 18th Avenue, Brooklyn, New York 11204,
as soon as possible.

                              PLEASE TYPE OR PRINT

1.       Name: _____________________________________________________________
         Date of Birth: ____________________________________________________
         Social Security Number:____________________________________________
         Citizenship: ______________________     Marital Status: ___________
         Number of Dependents: _________
         Where Registered to Vote:__________________________________________
         State of Issuance of Driver's License: ____________________________


                                       23
<PAGE>

         Home Address:______________________________________________________
         Home Telephone Number:_____________________________________________

2.       Firm Name: ________________________________________________________
         Nature of Business: _______________________________________________
         Position: _________________________________________________________
         Nature of Duties: _________________________________________________
         Business Address: _________________________________________________
         Business Telephone Number: ________________________________________

3.       Your employment, positions or occupations during the past 5 years (and
         the inclusive dates of each) are as follows (Note: What is sought is a
         sufficient description to enable the Issuer to determine the extent of
         vocationally related experience in financial and business matters):

         Employment, Position        Nature of
         or Occupation               Duties            From         To
         -------------               ------            ----         --

         ___________________________________________________________________

         ___________________________________________________________________

         ___________________________________________________________________

         ___________________________________________________________________


4.4.     Your general, business or professional education, and the
         degrees received, are as follows:

         School                      Degree                 Year Received
         ------                      ------                 -------------

         ___________________________________________________________________

         ___________________________________________________________________

         ___________________________________________________________________

         ___________________________________________________________________

         ___________________________________________________________________


5.       Was your income (from all sources) for each of the latest two complete
         calendar years more than (check one):

                  ___ $40,000;              ___ $60,000;      ___ $80,000;


                                       24
<PAGE>

                  ___ $100,000;             ___ $200,000;     ___ $500,000.

     (a) What percentage of your income as shown above was derived from sources
     other than salary? ______________

     (b) Approximately what percentage of your income as shown above remained
     after payment of Federal, state and local taxes, and after payment of all
     ordinary and necessary business and/or living expenses? _______________

6.   Was your income with that of your spouse for each of the latest two
     complete calendar years more than (check one):

           ___ $40,000;              ___ $60,000;      ___ $80,000;
           ___ $100,000;             ___ $300,000;     ___ $500,000.

     (a) What percentage of your combined income as shown above is derived from
     sources other than salary?____________

     (b) Approximately what percentage of your combined income as shown above
     remained after payment of Federal, state and local taxes, and after payment
     of all ordinary and necessary business and/or living
     expenses?_________________

7.   Is your income from all sources for the current calendar year reasonably
     expected to be more than (check one):

           ___ $40,000;              ___ $60,000;      ___ $80,000;
           ___ $100,000;             ___ $300,000;     ___ $500,000.

     (a) What percentage of your income as shown above will be derived for
     sources other than salary?_________________

     (b) Approximately what percentage of your income as shown above will remain
     after payment of Federal, state, and local taxes, and after payment of all
     ordinary and necessary business and/or living expenses?_________________

8.   Is your income with that of your spouse from all sources for the current
     calendar year reasonably expected to be more than (check one):

           ___ $40,000;              ___ $60,000;      ___ $80,000;
           ___ $100,000;             ___ $300,000;     ___ $500,000.

     (a) What percentage of your net worth as shown above is invested in tax
     "shelter" investments and investments in marketable securities (stocks,
     bonds, debentures, or notes)? __________________


                                       25
<PAGE>

     (b) What percentage of you net worth as shown above constitutes home,
     furnishings and automobiles?________________

     (c) What percentage of your net worth as shown above constitutes liquid
     assets (cash or assets readily convertible to cash)? ____________________

10.  Indicate any other investments or contingent liabilities which you
     reasonably anticipate could cause you to require cash in excess of the
     amount of cash readily available to you (please specify):

     __________________________________________________________
     __________________________________________________________
     __________________________________________________________

11.  Investment experience:

     (a) Please indicate the frequency of your investment in marketable
     securities:

     ( ) often;   ( ) occasionally;    ( ) seldom;    ( ) never.

     (b) Please indicate the frequency of your investment in high technology
     companies:

     ( ) often;   ( ) occasionally;    ( ) seldom;    ( ) never.

     (c) Please indicate the frequency of your investment in options:

     ( ) often;   ( ) occasionally;    ( ) seldom;    ( ) never.

     (d) Please indicate the frequency of your investment in securities
     purchased on margin:

     ( ) often;   ( ) occasionally;    ( ) seldom;    ( ) never.

     (I) Please indicate the frequency of your investment in unmarketable
     securities:

     ( ) often;   ( ) occasionally;    ( ) seldom;    ( ) never.

          (ii) Indicate any previously purchased securities which were sold to
     you in reliance on the private offering exemption from registration under
     the Securities Act of 1933.

                                                                     Total
             Type of                                   Business      Amount
     Year    Securities      Issuer                    of Issuer     Invested
     ----    ----------      ------                    ---------     --------

     _______________________________________________________________________
     _______________________________________________________________________
     _______________________________________________________________________

12.  Please indicate in the space provided below any additional information
     which you think may be helpful in enabling the Issuer to determine that
     your knowledge and experience in financial and business matters is
     sufficient to enable you to evaluate the merits and risks of this
     investment.

     _______________________________________________________________________
     _______________________________________________________________________


                                       26
<PAGE>

     _______________________________________________________________________

13.  Indicate whether you are acting for your own account:

     Yes__         No __

     (a) If not acting for your own account complete the following:

          (i) Capacity in which you are acting (Trustee or otherwise):
          __________________________

          (ii) Name, address and telephone number of persons you represent:
          ______________________________________________
          ______________________________________________
          ______________________________________________

          (iii) Evidence of authority (please attach).


     NOTE: ANY INDIVIDUALS REPRESENTED BY YOU MUST ALSO BE QUALIFIED AS
     "PURCHASERS" PURSUANT TO RULE 506 AND THE ACT.

     To the best of my information and belief, the above information supplied by
     the undersigned is true and correct in all respects.

     IN WITNESS WHEREOF, I have executed this questionnaire this ___ day of
     _________ , 1999.


                                         ____________________________________
                                         (Signature of Prospective Purchaser)


                                       27
<PAGE>

                 ALL INFORMATION WILL BE TREATED CONFIDENTIALLY

                             SHOPOVERSEAS.COM, INC.

                     PURCHASER REPRESENTATIVE QUESTIONNAIRE

Shopoverseas.com, Inc.
4706 18th Avenue
Brooklyn, New York 11204
(718) 435-5291

Gentlemen:

The information contained herein in being furnished to you in order for you to
determine whether a sale of a Unit (the "Units") in Shopoverseas.com, Inc. (the
"Company") may be made to the undersigned, pursuant to Section 4 (2) of the
Securities Act of 1933 (the "Act") and Regulation D promulgated thereunder. I
understand that, (1) you will rely upon the information contained herein for
purposes of determining the availability of said exemptions from registration,
(2) the Units will not be registered under the Act in reliance upon the
exemption from registration afforded by Section 4 (2) of the Act and Regulation
D promulgated thereunder, and (3) this Questionnaire is not an offer to sell the
Units or any other securities to the undersigned Purchaser Representative.

I herewith furnish you with the following representations and information:

1.   The undersigned is not an affiliate or employee of the Company, its
     officers, directors or their affiliates or beneficial owner of 10 percent
     or more of the equity interest in the Company, except as follows: (State
     "no exceptions", or set forth exceptions and give details).

     ___________________________________________________________________
     ___________________________________________________________________
     ___________________________________________________________________

2.   The undersigned has such knowledge and experience in financial and business
     matters so as to be capable of evaluating, alone, or together with other
     Purchaser to evaluate fully and accurately the merits and risks of an
     investment in the Company. The undersigned offers as evidence thereof the
     following additional information (e.g., investment experience, business
     experience, professional education):

     ___________________________________________________________________
     ___________________________________________________________________
     ___________________________________________________________________

3.   There is no material relationship between the undersigned or his, her, or
     its affiliates and the Company or its affiliates, which now exists or is
     mutually understood to be contemplated or which has existed at any time
     during the previous two years, nor has compensation been received or will
     be received as a result of any such relationship, except as follows: (State
     "no exceptions", or set forth exceptions and give details).


                                       28
<PAGE>

     ___________________________________________________________________
     ___________________________________________________________________
     ___________________________________________________________________

The undersigned agrees to notify you promptly of any changes in the foregoing
information which may occur prior to the completion of the transaction.

Dated:________________

                                        Very truly yours,


                                        ____________________________________
                                        Print or Type Name


                                        ____________________________________
                                        Signature


                                        ____________________________________
                                        Business Address


                                        ____________________________________


                                        ____________________________________
                                        Telephone


                                        ____________________________________
                                        Principal Profession


                            PURCHASER ACKNOWLEDGEMENT

The undersigned hereby acknowledges that the undersigned acted as Purchaser
Representative in connection with evaluating the merits and risks of the
undersigned's prospective investment in Shopoverseas.com.


                                       29
<PAGE>

                        WARNING TO PROSPECTIVE PURCHASER

DO NOT EXECUTE THE FOREGOING PURCHASER ACKNOWLEDGEMENT UNLESS AND UNTIL THE
PURCHASER REPRESENTATIVE QUESTIONNAIRE PRECEDING SUCH ACKNOWLEDGMENT HAS BEEN
COMPLETED IN FULL AND SIGNED.

Under Regulation D, a purchaser representative may not be an affiliate,
director, officer or other employee of the Company or any officer, director or
beneficial owner of 10 percent or more of any class of the equity securities or
10 percent or more of the equity interest in the Company except where the
purchaser is:

     (a) Related to the purchaser representative by blood, marriage or adoption,
     no more remotely than as first cousin;

     (b) Any trust or estate in which the purchaser representative or any person
     related to him as specified in Subdivision (a) or (c) collectively have 100
     percent of the beneficial interest (excluding contingent interests) or of
     which any person serves as trustee, executor or in any similar capacity; or

     (c) Any corporation or other organization in which the purchaser
     representative or any persons related to him as specified in Subdivision
     (a) or (b) collectively are the beneficial owners of 100 percent of the
     equity securities (excluding directors' qualifying Units) or equity
     interest.


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

     ----------------------------------------
     Full Name

     ----------------------------------------
     Date


                                       30
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


     This Registration Rights Agreement (the "Agreement") is made and entered
into as of November ____, 1999 by and among Shopoverseas.com, Inc., a Nevada
corporation (the "Company"), and the persons and entities who purchase Units in
the Company's private placement described in a Private Placement Memorandum
dated November 16, 1999 (collectively, the "Investors").


                                   WITNESSETH:

     WHEREAS, the Company will issue Units consisting of Common Stock ("Common
Stock") and common stock purchase warrants ("Warrants"); and

     WHEREAS, with respect to the Common Stock and common stock to be acquired
by the Investors upon exercise of the Warrants, the Company has agreed to grant
to the Investors the rights contained herein.

     NOW, THEREFORE, in consideration of the foregoing recital and the mutual
promises hereinafter set forth, the parties hereto agree as follows:

     1. Definitions. As used in this Agreement, the following capitalized terms
shall have the following respective meanings:

          Closing Date. The term "Closing Date" shall mean the final date of the
     offering period of the Units, as described in the Private Placement
     Memorandum, which may be extended by the Company.

          Exchange Act. The term "Exchange Act" means the United States
     Securities Exchange Act of 1934, as amended.

          Holder. The term "Holder" means any person owning of record
     Registrable Securities or any assignee of record of such Registrable
     Securities to whom rights under this Agreement have been duly assigned in
     accordance with this Agreement.

          Person. The term "Person" shall mean an individual, partnership,
     corporation, trust or unincorporated organization, or a government or
     agency or political subdivision thereof.

          Registrable Securities. The term "Registrable Securities" means all
     the Common Stock and common stock issuable upon exercise of the Warrants;
     excluding in all cases, however, any of such securities sold by a Person in
     a transaction in which rights under this Agreement are not assigned in
     accordance with this Agreement.

          Registration. The terms "register," "registered" and "registration"
     refer to a


                                       31
<PAGE>

     registration effected by preparing and filing a registration statement in
     compliance with the Securities Act, and the declaration or ordering of
     effectiveness of such registration statement.

          Registration Statement. The term "Registration Statement" shall mean a
     registration statement filed by the Company with the Commission under the
     Securities Act providing for the offer and sale of Registrable Securities.

          SEC. The term "SEC" or "Commission" means the U.S. Securities and
     Exchange Commission.

          Securities Act. The term "Securities Act" means the United States
     Securities Act of 1933, as amended.

          Warrants. The term Warrants means the Class D common stock purchase
     warrants of the Company, each of which allows the holder to purchase one
     share of the Company's common stock ($.001 par value per share) at a price
     of $1.25 per common share, until July 31, 2002.

     2. Grant of Registration Rights. The Company hereby grants the following
registration rights to holders of the Securities offered in the accompanying
Private Placement Memorandum.

          (a) On one occasion, for a period commencing 270 days after the
     Closing Date, but not later than three years after the Closing Date, the
     Company, upon a written request therefor from any record holder or holders
     of more than 50% of the aggregate of the "Registrable Securities", shall
     prepare and file with the SEC a registration statement under the Act
     covering the Registrable Securities which are the subject of such request,
     unless such Registrable Securities are the subject of an effective
     registration statement or are otherwise salable pursuant to an exemption
     from registration. In addition, upon the receipt of such request, the
     Company shall promptly give written notice to all other record holders of
     the Registrable Securities that such registration statement is to be filed
     and shall include in such registration statement Registrable Securities for
     which it has received written requests within 10 days after the Company
     gives such written notice. Such other requesting record holders shall be
     deemed to have exercised their demand registration right under this Section
     2(a). As a condition precedent to the inclusion of Registrable Securities,
     the holder thereof shall provide the Company with such information as the
     Company reasonably requests. The obligation of the Company under this
     Section 2(a) shall be limited to one registration statement.

          (b) If the Company at any time proposes to register any of its
     securities under the Act for sale to the public, whether for its own
     account or for the account of other security holders or both, except with
     respect to registration statements on Forms S-4, S-8 or another form not
     available for registering the Registrable Securities for sale to the
     public, provided the Registrable Securities are not otherwise registered
     for resale by the Subscriber or Holder pursuant to an effective
     registration statement, each such time it will give at least 30 days' prior
     written notice to the record holder of the Registrable Securities of its
     intention so to do. Upon the written request of the holder, received by the
     Company within 30 days after the giving of any such notice by the Company,
     to register any of the Registrable Securities, the Company will cause such
     Registrable Securities as to which registration shall have been so
     requested to be included with the securities to be covered by


                                       32
<PAGE>

     the registration statement proposed to be filed by the Company, all to the
     extent required to permit the sale or other disposition of the Registrable
     Securities so registered by the holder of such Registrable Securities (the
     "Seller"). In the event that any registration pursuant to this Section 2(b)
     or 2(d) shall be, in whole or in part, an underwritten public offering of
     common stock of the Company, the number of shares of Registrable Securities
     to be included in such an underwriting may be reduced by the managing
     underwriter if and to the extent that the Company and the underwriter shall
     reasonably be of the opinion that such inclusion would adversely affect the
     marketing of the securities to be sold by the Company therein; provided,
     however, that the Company shall notify the Seller in writing of any such
     reduction. Notwithstanding the forgoing provisions, the Company may
     withdraw any registration statement referred to in this Section 2(b)
     without thereby incurring any liability to the Seller.

          (c) If, at the time any written request for registration is received
     by the Company pursuant to Section 2(a), the Company has determined to
     proceed with the actual preparation and filing of a registration statement
     under the 1933 Act in connection with the proposed offer and sale for cash
     of any of its securities for the Company's own account, such written
     request shall be deemed to have been given pursuant to Section 2(b) rather
     than Section 2(a), and the rights of the holders of Registrable Securities
     covered by such written request shall be governed by Section 2(b).

          (d) The Company shall file with the Commission within 120 days of the
     final Closing Date (the "Filing Date"), and use its reasonable commercial
     efforts to cause to be declared effective a Registration Statement within
     270 days of the Closing Date (the "Effective Date"). The Company will
     register one share of Common Stock in the aforedescribed registration
     statement for each share of Common Stock contained in the Units and one
     share of Common Stock for each common share issuable upon exercise of the
     Warrants. The Registrable Securities shall be reserved and set aside
     exclusively for the benefit of the Subscriber and not issued, employed or
     reserved for anyone other than the Subscriber. the Company may delay the
     Filing Date and Effective Date during the pendency of negotiations with an
     underwriter for an initial public offering by the Company of its
     securities. Any such delay may not be longer than thirty (30) days in
     connection with the Filing Date and sixty (60) days in connection with the
     Effective Date.

     3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any shares of Registrable
Securities under the Act, the Company will, as expeditiously as possible:

          (a) prepare and file with the Commission a registration statement with
     respect to such securities and use its best efforts to cause such
     registration statement to become and remain effective for the period of the
     distribution contemplated thereby (determined as herein provided), and
     promptly provide to the holders of Registrable Securities copies of all
     filings and Commission letters of comment;

          (b) prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to keep such registration
     statement effective until the latest of: (i) six months after the exercise
     period of the Warrants; or (ii) one year after the Closing Date, and comply
     with the provisions of the Act


                                       33
<PAGE>

     with respect to the disposition of all of the Registrable Securities
     covered by such registration statement in accordance with the Seller's
     intended method of disposition set forth in such registration statement for
     such period;

          (c) furnish to the Seller, and to each underwriter if any, such number
     of copies of the registration statement and the prospectus included therein
     (including each preliminary prospectus) as such persons reasonably may
     request in order to facilitate the public sale or their disposition of the
     securities covered by such registration statement;

          (d) use its best efforts to register or qualify the Seller's
     Registrable Securities covered by such registration statement under the
     securities or "blue sky" laws of such jurisdictions as the Seller and in
     the case of an underwritten public offering, the managing underwriter shall
     reasonably request, provided, however, that the Company shall not for any
     such purpose be required to qualify generally to transact business as a
     foreign corporation in any jurisdiction where it is not so qualified or to
     consent to general service of process in any such jurisdiction;

          (e) list the Registrable Securities covered by such registration
     statement with any securities exchange on which the Common Stock of the
     Company is then listed;

          (f) immediately notify the Seller and each underwriter under such
     registration statement at any time when a prospectus relating thereto is
     required to be delivered under the Act, of the happening of any event of
     which the Company has knowledge as a result of which the prospectus
     contained in such registration statement, as then in effect, includes an
     untrue statement of a material fact or omits to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing;

          (g) make available for inspection by the Seller, any underwriter
     participating in any distribution pursuant to such registration statement,
     and any attorney, accountant or other agent retained by the Seller or
     underwriter, all publicly available, non-confidential financial and other
     records, pertinent corporate documents and properties of the Company, and
     cause the Company's officers, directors and employees to supply all
     publicly available, non-confidential information reasonably requested by
     the seller, underwriter, attorney, accountant or agent in connection with
     such registration statement.

     4. Provision of Documents.

          (a) At the request of the Seller, provided a demand for registration
     has been made pursuant to Section 2(a) or a request for registration has
     been made pursuant to Section 2(b), the Registrable Securities will be
     included in a registration statement filed pursuant to this Agreement. In
     the event of an underwritten public offering in which the Registrable
     Securities are so included, the lockup, if any, requested by the managing
     underwriter may not exceed nine months after the effective date thereof.

          (b) In connection with each registration hereunder, the Seller will
     furnish to the Company in writing such information and representation
     letters with respect to itself and the


                                       34
<PAGE>

     proposed distribution by it as reasonably shall be necessary in order to
     assure compliance with federal and applicable state securities laws. In
     connection with each registration pursuant to Section 2(a) or 2(b) covering
     an underwritten public offering, the Company and the Seller agree to enter
     into a written agreement with the managing underwriter in such form and
     containing such provisions as are customary in the securities business for
     such an arrangement between such underwriter and companies of the Company's
     size and investment stature.

     5. Non-Registration Events. The Company and the Subscriber agree that the
Seller will suffer damages if any registration statement required under Section
2(a) or 2(b) above is not filed within 90 days after request by the Holder and
not declared effective by the Commission within 150 days after such request [or
the Filing Date and Effective Date, respectively, in reference to the
Registration Statement described in Section 2(d), and maintained in the manner
and within the time periods contemplated by Section 3 hereof, and it would not
be feasible to ascertain the extent of such damages with precision. Accordingly,
if (i) the Registration Statement described in Sections 2(a) or 2(b) is not
filed within 90 days of such request, or is not declared effective by the
Commission on or prior to the date that is 125 days after such request, or (ii)
the Registration Statement described in Section 2(d) is not filed on or before
the Filing Date or not declared effective on or before the sooner of the
Effective Date, or within five days of receipt by the Company of a communication
from the Commission that the registration statement described in Section 2(d)
will not be reviewed, or (iii) any registration statement described in Sections
2(a), 2(b) or 2(d) is filed and declared effective but shall thereafter cease to
be effective (without being succeeded immediately by an additional registration
statement filed and declared effective) for a period of time which shall exceed
30 days in the aggregate per year but not more than 20 consecutive calendar days
(defined as a period of 365 days commencing on the date the Registration
Statement is declared effective) (each such event referred to in clauses (i),
(ii) and (iii) of this Section 5 is referred to herein as a "Non-Registration
Event"), then, for so long as such Non-Registration Event shall continue, the
Company shall pay in cash as Liquidated Damages to each holder of any
Registrable Securities an amount equal to two (2%) percent for each thirty (30)
days or part thereof, of the Purchase Price of the Registrable Securities then
owned of record by such holder as of the occurrence of such Non-Registration
Event. Payments to be made pursuant to this Section 5 shall be due and payable
immediately upon demand in immediately available funds. Liquidated damages shall
not be payable in connection with any Non-Registration Event arising from the
exercise of rights granted to an underwriter as described herein, or in
connection with delays arising from negotiations with an underwriter as
described in Section 2(d) hereof.

     6. Expenses. All expenses incurred by the Company in complying with this
Agreement, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including reasonable counsel
fees) incurred in connection with complying with state securities or "blue sky"
laws, fees of the National Association of Securities Dealers, Inc., transfer
taxes, fees of transfer agents and registrars, fee of one counsel, if any, to
represent all the Sellers, and costs of insurance are called "Registration
Expenses". All underwriting discounts and selling commissions applicable to the
sale of Registrable Securities, including any fees and disbursements of any
special counsel to the Seller, are called "Selling Expenses". The Seller shall
pay the fees of its own additional counsel, if any.


                                       35
<PAGE>

          The Company will pay all Registration Expenses in connection with the
     Registration Statement. All Selling Expenses in connection with each
     Registration Statement shall be borne by the Seller and may be apportioned
     among the Sellers in proportion to the number of shares sold by the Seller
     relative to the number of shares sold under such Registration Statement or
     as all Sellers thereunder may agree.

     7. Indemnification and Contribution.

          (a) In the event of a registration of any Registrable Securities under
     the Act pursuant to this Agreement, the Company will indemnify and hold
     harmless the Seller, each officer of the Seller, each director of the
     Seller, each underwriter of such Registrable Securities thereunder and each
     other person, if any, who controls such Seller or underwriter within the
     meaning of the 1933 Act, against any losses, claims, damages or
     liabilities, joint or several, to which the Seller, or such underwriter or
     controlling person may become subject under the Act or otherwise, insofar
     as such losses, claims, damages or liabilities (or actions in respect
     thereof) arise out of or are based upon any untrue statement or alleged
     untrue statement of any material fact contained in any registration
     statement under which such Registrable Securities was registered under the
     Act pursuant to this Agreement, any preliminary prospectus or final
     prospectus contained therein, or any amendment or supplement thereof, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and will reimburse the Seller, each
     such underwriter and each such controlling person for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such loss, claim, damage, liability or action; provided,
     however, that the Company will not be liable in any such case if and to the
     extent that any such loss, claim, damage or liability arises out of or is
     based upon an untrue statement or alleged untrue statement or omission or
     alleged omission so made in conformity with information furnished by any
     such Seller, the underwriter or any such controlling person in writing
     specifically for use in such registration statement or prospectus.

          (b) In the event of a registration of any of the Registrable
     Securities under the Act pursuant to this Agreement, the Seller will
     indemnify and hold harmless the Company, and each person, if any, who
     controls the Company within the meaning of the Act, each officer of the
     Company who signs the registration statement, each director of the Company,
     each underwriter and each person who controls any underwriter within the
     meaning of the Act, against all losses, claims, damages or liabilities,
     joint or several, to which the Company or such officer, director,
     underwriter or controlling person may become subject under the Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in the
     registration statement under which such Registrable Securities were
     registered under the Act pursuant to this Agreement, any preliminary
     prospectus or final prospectus contained therein, or any amendment or
     supplement thereof, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     will reimburse the Company and each such officer, director, underwriter and
     controlling person for any legal or other expenses reasonably incurred by
     them in connection with investigating or defending


                                       36
<PAGE>

     any such loss, claim, damage, liability or action, provided, however, that
     the Seller will be liable hereunder in any such case if and only to the
     extent that any such loss, claim, damage or liability arises out of or is
     based upon an untrue statement or alleged untrue statement or omission or
     alleged omission made in reliance upon and in conformity with information
     pertaining to such Seller, as such, furnished in writing to the Company by
     such Seller specifically for use in such registration statement or
     prospectus, and provided, further, however, that the liability of the
     Seller hereunder shall be limited to the proportion of any such loss,
     claim, damage, liability or expense which is equal to the proportion that
     the public offering price of the Registrable Securities sold by the Seller
     under such registration statement bears to the total public offering price
     of all securities sold thereunder, but not in any event to exceed the gross
     proceeds received by the Seller from the sale of Registrable Securities
     covered by such registration statement.

          (c) Promptly after receipt by an indemnified party hereunder of notice
     of the commencement of any action, such indemnified party shall, if a claim
     in respect thereof is to be made against the indemnifying party hereunder,
     notify the indemnifying party in writing thereof, but the omission so to
     notify the indemnifying party shall not relieve it from any liability which
     it may have to such indemnified party other than under this Section 7(c)
     and shall only relieve it from any liability which it may have to such
     indemnified party under this Section 7(c) if and to the extent the
     indemnifying party is prejudiced by such omission. In case any such action
     shall be brought against any indemnified party and it shall notify the
     indemnifying party of the commencement thereof, the indemnifying party
     shall be entitled to participate in and, to the extent it shall wish, to
     assume and undertake the defense thereof with counsel satisfactory to such
     indemnified party, and, after notice from the indemnifying party to such
     indemnified party of its election so to assume and undertake the defense
     thereof, the indemnifying party shall not be liable to such indemnified
     party under this Section 7(c) for any legal expenses subsequently incurred
     by such indemnified party in connection with the defense thereof other than
     reasonable costs of investigation and of liaison with counsel so selected,
     provided, however, that, if the defendants in any such action include both
     the indemnified party and the indemnifying party and the indemnified party
     shall have reasonably concluded that there may be reasonable defenses
     available to it which are different from or additional to those available
     to the indemnifying party or if the interests of the indemnified party
     reasonably may be deemed to conflict with the interests of the indemnifying
     party, the indemnified parties shall have the right to select one separate
     counsel and to assume such legal defenses and otherwise to participate in
     the defense of such action, with the reasonable expenses and fees of such
     separate counsel and other expenses related to such participation to be
     reimbursed by the indemnifying party as incurred.

          (d) In order to provide for just and equitable contribution in the
     event of joint liability under the Act in any case in which either (i) the
     Seller, or any controlling person of the Seller, makes a claim for
     indemnification pursuant to this Section 7 but it is judicially determined
     (by the entry of a final judgment or decree by a court of competent
     jurisdiction and the expiration of time to appeal or the denial of the last
     right of appeal) that such indemnification may not be enforced in such case
     notwithstanding the fact that this Section 7 provides for indemnification
     in such case, or (ii) contribution under the Act may be required on the
     part of the Seller or controlling person of the Seller in circumstances for
     which indemnification is provided under this Section 7; then, and in each
     such case, the Company and the Seller will contribute to the aggregate
     losses, claims, damages or liabilities to which they may be subject (after
     contribution from others) in such proportion so that the


                                       37
<PAGE>

     Seller is responsible only for the portion represented by the percentage
     that the public offering price of its securities offered by the
     registration statement bears to the public offering price of all securities
     offered by such registration statement, provided, however, that, in any
     such case, (A) the Seller will not be required to contribute any amount in
     excess of the public offering price of all such securities offered by it
     pursuant to such registration statement; and (B) no person or entity guilty
     of fraudulent misrepresentation (within the meaning of Section 10(f) of the
     Act) will be entitled to contribution from any person or entity who was not
     guilty of such fraudulent misrepresentation.

     8. Assignment and Amendment. Notwithstanding anything herein to the
contrary:

          (a) Registration Rights. The registration rights of a Holder under
     this Agreement may be assigned to a party who acquires Registrable
     Securities from a Holder (or a Holder's permitted assigns) only if: (i)
     such Holder agrees in writing with the transferee or assignee to assign
     such rights, and the Company is given written notice by the assigning party
     before, at or after the time of such assignment stating the name and
     address of the assignee and identifying the securities of the Company as to
     which the rights in question are being assigned; and (ii) the transferee or
     assignee agrees in writing with the Company to be bounded by all of the
     terms and conditions of this Agreement, including, without limitation, the
     provisions of this Section 8.

          (b) Amendment of Rights. Any provision of this Agreement may be
     amended and the observance thereof may be waived (either generally or in a
     particular instance and either retroactively or prospectively), only with
     the written consent of the Company and Investors (and/or any of their
     permitted successors or assigns) holding shares representing and/or
     exercisable into a majority of all the Registration Securities. Any
     amendment or waiver effected in accordance with this subsection 8(b) shall
     be binding upon each Investor, each Holder, each permitted successor or
     assignee of such Investor or Holder and the Company.

     9. Miscellaneous.

          (a) Notices. All notices or other communications given or made
     hereunder shall be in writing and shall be personally delivered or deemed
     delivered the first business day after being telecopied (provided that a
     copy is delivered by first class mail) or on the third business day after
     being mailed by first class mail, to the party to receive the same at its
     address set forth below or to such other address as either party shall
     hereafter give to the other by notice duly made under this Section: (i) if
     to the Company, to Shopoverseas.com, Inc., 4706 18th Avenue, Brooklyn, New
     York 11204, telecopier number: (718) 972-6196, and (ii) if to the
     Subscriber, to the name, address and telecopier number set forth on the
     signature page hereto.

          (b) Entire Agreement; Assignment. This Agreement and the documents
     referred to herein represent the entire agreement between the parties
     hereto with respect to the subject matter hereof and may be amended only by
     a writing executed by the parties pursuant to Section 8 hereof. No right or
     obligation of either party shall be assigned by that party without prior
     notice to and the written consent of the other party except as described in
     Section 8 hereof.

          (c) Execution. This Agreement may be executed by facsimile
     transmission, and


                                       38
<PAGE>

     in counterparts, each of which will be deemed an original.

          (d) Law Governing this Agreement. This Agreement shall be governed by
     and construed in accordance with the laws of the State of New York without
     regard to principles of conflicts of laws. Any action brought by either
     party against the other concerning the transactions contemplated by this
     Agreement shall be brought exclusively in the state courts of New York or
     in the federal courts located in the state of New York. The parties and the
     Company agree to submit to the jurisdiction of such courts and waive trial
     by jury. The prevailing party shall be entitled to recover from the other
     party its reasonable attorney's fees and costs. In the event that any
     provision of this Agreement or any other agreement delivered in connection
     herewith 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 modified to conform with such
     statute or rule of law. Any such provision which may prove invalid or
     unenforceable under any law shall not affect the validity or enforceability
     of any other provision of any agreement.

          (e) Adjustments for Stock Splits, etc. Wherever in this Agreement
     there is a reference to a specific number of shares of Common Stock of the
     Company of any class or series, then, upon the occurrence of any
     subdivision, combination or stock dividend of such class or series of
     stock, the specific number of shares so referenced in this Agreement shall
     automatically be proportionally adjusted to reflect the effect on the
     outstanding shares of such class or series of stock by such subdivision,
     combination or stock dividend.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]



                                       39
<PAGE>

     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first written above.

                                            SHOPOVERSEAS.COM



                                            By:________________________________
                                                 Ethel Schwartz
                                                 President and Director


INVESTOR:



___________________________________
Signature



___________________________________
Print Name



___________________________________
Address

___________________________________
Address


___________________________________
Telecopier Number (must be provided)


                                       40