EXHIBIT 10.2

                             SUBSCRIPTION AGREEMENT

M.E.R.Corporation
2400, 10303 Jasper Ave.,
Edmonton, Alberta
T5J 3T8

Attn: Ronald Mercier

     1.  APPLICATION.  The  undersigned  ("Investor"),  intending  to be legally
bound, hereby subscribes for ______________ Shares of the $.001 par value Common
Stock  ("Securities") of M.E.R.,  Inc, a Nevada corporation (the "Company") at a
purchase  price  of ten  cents($0.10)  per  Share,  equaling  a total  price  of
_______________________________ Dollars ($____________).

     The  undersigned   understands   that  his/her   Subscription  to  purchase
Securities may be accepted or rejected in whole or in part by the Company in its
sole discretion. This Subscription is and shall be irrevocable,  and none of the
purchase  price  paid  shall be  refundable,  unless the  Company  rejects  your
Subscription.  Enclosed is the undersigned's check made payable to Manufacturers
and  Traders  Trust  Company/M.E.R.Corporation  Escrow  Account"  and  has  been
forwarded to the escrow account in the self-addressed  stamped envelope that has
been  provided  for  convenience.  The  Investor  may also  elect to submit  his
subscription  funds to the escrow  account VIA wire transfer as provided in this
Agreement.

     2. REPRESENTATIONS AND WARRANTIES.  The undersigned represents and warrants
as follows:

(a)  The undersigned  and/or  advisors have had a reasonable  opportunity to ask
     questions and receive answers from the Company concerning the Securities.

(b)  The  undersigned is able to bear the economic risks of an investment in the
     Securities  for an  indefinite  period and at the present time could afford
     the loss of such investment.

(c)  The undersigned  understands that an investment in the Securities  involves
     certain  risks  and has the  knowledge  and  experience  in  financial  and
     business  matters  generally  such  that  the  undersigned  is  capable  of
     evaluating the merits and risks of an investment in the Securities.

 (d) The undersigned  understands and acknowledges  that the Securities have not
     been  registered for sale under the Securities Act of 1933, as amended (the
     "Act"),  or under certain state securities laws in reliance upon exemptions
     therefrom for non-public offerings, and that the Securities may not be sold
     or transferred unless the sale or transfer is subsequently registered or an
     exemption from such registration is available,  and there are no assurances
     that  there  will be a public  market  available  to sell or dispose of the
     Securities.

 (e) The Securities are being purchased  solely for the  undersigned's  account,
     for  investment  purposes only and not with a view to the  distribution  of

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     said Securities and not with a view to assignment or resale thereof, and no
     other  person  will have a direct or indirect  beneficial  interest in such
     Securities.

 (f) The undersigned,  if a corporation,  partnership,  trust or other entity is
     authorized and otherwise duly qualified to purchase and hold the Securities
     and to enter into this Subscription Agreement.

     3.  INDEMNIFICATION.  The undersigned agrees to indemnify and hold harmless
the Company and its agents,  representatives  and employees from and against all
liability,  damage, loss, cost, fee and expense (including reasonable attorneys'
fees)  which  they may incur by  reason of the  failure  of the  undersigned  to
fulfill any of the terms or conditions  of this  Subscription  Agreement,  or by
reason  of any  inaccuracy  or  omission  in the  information  furnished  by the
undersigned herein or any breach of the  representations  and warranties made by
the undersigned  herein,  or in any document  provided by the undersigned to the
Company.

     4. MISCELLANEOUS.

(a)  This  Subscription  Agreement  shall survive the death or disability of the
     undersigned and shall be binding upon the undersigned's  heirs,  executors,
     administrators, successors and permitted assigns.

(b)  This Subscription Agreement has been duly and validly authorized,  executed
     and delivered by the undersigned  and  constitutes  the valid,  binding and
     enforceable agreement of the undersigned. If this Subscription Agreement is
     being completed on behalf of a corporation,  partnership,  or trust, it has
     been  completed and executed by an authorized  corporate  officer,  general
     partner, or trustee.

(c)  This  Subscription  Agreement  referred  to herein  constitutes  the entire
     agreement  between the parties  hereto with  respect to the subject  matter
     hereof and together supersede all prior discussions or agreements  relating
     to the purchase of these Securities.

(d)  Within five (5) days after  receipt of a written  request from the Company,
     the undersigned agrees to provide such information,  to execute and deliver
     such documents and to take, or forbear from taking, such actions or provide
     such  further  assurances  as  reasonably  may be  necessary to correct any
     errors in  documentation  or to  comply  with any and all laws to which the
     Company is subject.

(e)  The  Company  shall be  notified  immediately  of any  change in any of the
     information  contained above occurring prior to the undersigned's  purchase
     of the Securities or at any time  thereafter for so long as the undersigned
     is a holder of the Securities.

     5.  REPRESENTATIONS.  The undersigned  hereby  additionally  represents and
warrants that:

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     (I) The  undersigned is purchasing for  his/her/its  own account and not on
     behalf of any other person.

     (II) The  undersigned  will not sell or  assign  the  Securities  except in
     accordance  with the  provisions of the Securities Act of 1933, as amended,
     or pursuant to the registration  Requirements under the Act, or pursuant to
     an available  exemption  under the Act such as Rule 144,  which  requires a
     prior holding period of not less than one year from date of purchase.

     (III)  The  undersigned,  in  evaluating  the  merits  and  risks  of  this
     investment,  has  determined  that  this  investment  is  suitable  for the
     undersigned's participation,  and the undersigned has received and reviewed
     all pertinent documents requested by the undersigned.

     (IV) Share certificates  shall bear an appropriate  restrictive legend that
     restricts  the  further  sale or  assignment  of the  Securities  except in
     accordance with the foregoing provisions set forth above.

     (V) The  undersigned  is aware  that  there  is no  public  market  for the
     Company's  Securities that the transfer of Securities is subject to certain
     restrictions  according to law and that,  as a  consequence,  it may not be
     possible for the undersigned to liquidate the Securities, which may have to
     be held indefinitely, which makes this offering an illiquid investment.

     (VI) The  undersigned  is able to bear the economic risk of the  investment
     and  has  such  business  or  financial  experience  as  to be  capable  of
     evaluating the merits and risks of investing in the Company.

     (VII) The  undersigned is aware that an investment in the Company  involves
     certain material risks.

     (VIII) The undersigned, in evaluating the merits and risks of an investment
     in the Securities, has been encouraged to seek the advice of his or her own
     personal tax and legal counsel, and has not relied upon any representations
     concerning this investment.

     (IX) The undersigned has had the opportunity to personally ask questions of
     and receive answers from duly qualified agents and  representatives  of the
     Company  and  to  verify  the  accuracy  and  completion  of  all  material
     information  about the  Company,  its  business,  officers,  directors  and
     founders, and the terms and conditions under which the Securities are being
     acquired.

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     6. ACCREDITED  INVESTOR  CERTIFICATION.  The undersigned further represents
and warrants as indicated below:

     (Please mark one or more of the seven following statements)

[ ]  1. I am a natural person who had individual  income of more than $200,000
        in each of the most recent two years,  or joint income with my spouse in
        excess of $300,000 in each of the most recent two years,  and reasonably
        expect to reach that same income  level for the current  year.  The term
        "income", for purposes of this Subscription Agreement, shall be computed
        as follows:  individual  adjusted  gross  income,  as reported (or to be
        reported) on a federal income tax return, increased by (1) any deduction
        of long-term  capital gains under  Section 1202 of the current  Internal
        Revenue Code (the "Code"), (2) any deduction for depletion under Section
        611 of the Code, (3) any exclusion for interest under Section 103 of the
        Codes and (4) any losses of a  partnership  as reported on Schedule E of
        Form 1040);

[ ]  2. I am a natural person whose individual net worth (i.e.,  total assets in
        excess of total liabilities), or joint net worth with my spouse, will at
        the time of purchase of the Securities be in excess of $1,000,000;

[ ]  3. The  Investor  is a trust,  which  trust has  total  assets in excess of
        $5,000,000,  which is not formed for the  specific  purpose of acquiring
        the  Securities  being  offered  and whose  purchase  is  directed  by a
        sophisticated person as described in Rule 506(b)(ii) of Regulation D and
        who has such knowledge and experience in financial and business  matters
        that he is capable of  evaluating  the risks and merits of an investment
        in the Securities;

[ ]  4. The  Investor is an employee  benefit plan within the meaning of Title I
        of the Employee  Retirement  Income Security Act of 1974, and either (a)
        the investment decision will be made by a plan fiduciary,  as defined in
        Section 3 (21) of such Act, which is either a bank,  insurance  company,
        or a registered investment adviser; or (b) the employee benefit plan has
        total assets in excess of $5,000,000;  or (c) the employee  benefit plan
        is a self-directed  plan, within the meaning of Title I of such act, and
        the person directing the purchase is an Accredited Investor. *

[ ]  5. The Investor otherwise  satisfies the requirements of Section 501(a)(1),
        or satisfying the requirements of Section 501(a)(2) or (3) of Regulation
        D  promulgated  under the Act,  which  includes but is not limited to, a
        self-directed  employee benefit plan where investment decisions are made
        solely by persons who are "Accredited Investors" as otherwise defined in
        Regulation D;

[ ]  6. I am a Director or Executive Officer of the Company; or

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[ ]  7. The  Investor  is an  entity  (other  than a trust)  in which all of the
        equity  owners  meet  the  requirements  of at  least  one of the  above
        subparagraphs.

     The undersigned has executed this  Subscription  Agreement this _______ day
of ___________________________, 2004.


_________________________ x $per share = $_________________ USD
(Shares being purchased)                  (Subscription Price)


If the Investor is an individual,  check whether purchased as [ ] JOINT TENANTS,
as [ ] TENANTS IN COMMON, as [ ] COMMUNITY PROPERTY, or as an [ ] Individual.

Securities should be issued in the name(s) of:


----------------------------------            ----------------------------------
(Print or Type Owner's Name)                  (Print or Type Owner's Name)


----------------------------------            ----------------------------------
(Owner's Mailing Address)                     (Owner's Mailing Address)


----------------------------------            ----------------------------------
(City) (State)                                (City) (State)
(Zip)                                         (Zip)


----------------------------------            ----------------------------------
(Telephone)                                   (Telephone)


----------------------------------            ----------------------------------
(Signature of Investor)                       (Signature of Investor)

                                       *

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If the Investor is a [ ]  PARTNERSHIP,  [ ] CORPORATION,  [ ] LIMITED  LIABILITY
COMPANY, or [ ] TRUST (check applicable):



----------------------------------            ----------------------------------
(Print Name of Entity as Owner)              (Title)



----------------------------------            ----------------------------------
(Owner Mailing Address)                       (Print Name of Authorized Officer)

                                              by:
----------------------------------            ----------------------------------
(City) (State)                                (SIGNATURE)
(Zip)


SUBSCRIPTION ACCEPTED AND AGREED TO

This ________ Day of __________________ 2004


M.E.R.CORPORATION

By:
   -----------------------------------------------
   Ronald Mercier, its President



WIRING INSTRUCTIONS:

ABA #022000046
M&T Bank Buffalo NY
A/C 1005242
Account Name:  M.E.R., Inc
Attn:  Joan Stapley

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