SUBSCRIPTION
      AGREEMENT


    


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND SUCH SECURITIES MAY NOT
      BE OFFERED OR SOLD IN THE UNITED SATES OR TO UNITED STATES PERSONS UNLESS THE
      SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM REGISTRATION
      IS AVAILABLE.

    


    NO
      NON-U.S. PURCHASER MAY ENGAGE IN ANY HEDGING TRANSACTIONS WITH RESPECT TO THE
      SECURITIES.

    


    SHARE
      SUBSCRIPTION AGREEMENT

    


    To:         HELP-U-DRIVE
      INCORPORATED

    Mr.
      Cory
      Heitz, Chief Executive Officer

    3505
      Castlegate Ct.

    Lexington,
      KY 40502

    


    This
      Subscription Agreement sets forth the terms under which the undersigned
      (“Subscriber”) will invest in HELP-U-DRIVE INCORPORATED (the “Corporation”), a
      Delaware corporation. This Subscription is one of a limited number of
      subscriptions for up to 400,000 shares of Common Stock at a price of $0.10
      per
      share (the “Shares” or the “Securities”), subject to increase at our option.


    


    The
      Shares are being offered to a limited number of Subscribers on behalf of the
      Corporation.

    


    Execution
      of this Subscription Agreement by the Subscriber shall constitute an offer
      by
      the Subscriber to subscribe for the Shares set forth in this Agreement on the
      terms and conditions specified herein. The Corporation reserves the right to
      reject such subscription offer, or, by executing a copy of this Subscription
      Agreement, to accept such offer. If the Subscriber’s offer is accepted, the
      Corporation will execute this Subscription Agreement and return an executed
      copy
      of the Subscription Agreement to the Subscriber. If the Subscriber’s offer is
      rejected, the payment accompanying this Subscription Agreement will be returned,
      with the notice of rejection.

    


    NON-UNITED
      STATES SUBSCRIBER DECLARATION

    


    The
      Subscriber acknowledges that the Subscriber is purchasing the Shares on a
      private basis and the Subscriber represents that the Subscriber has the
      following relationship with a director, officer, or promoter of the Corporation
      (check one).

    


    
      	Friend	_____
	 	 
	Relative	_____
	 	 
	Business associate	_____


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    UNITED
      STATES SUBSCRIBER DECLARATION

    


    If
      the
      undersigned is a United States resident, the undersigned warrants and certifies
      that the undersigned is an Accredited Investor as that term is defined in
      Regulation D promulgated under the Securities Act of the United States, by
      virtue of the undersigned’s qualification under one or more of the following
      categories (please check the appropriate space or spaces):

    


    _____
      The
      undersigned is a natural person whose individual net worth, or joint net worth
      with the person’s spouse exceeds $1,000,000.00.

    


    _____
      The
      undersigned is a natural person who had an individual income in excess of
      $200,000.00 in each of the two most recent years or joint income with that
      person’s spouse in excess of $300,000.00 in each of those years and has a
      reasonable expectation of reaching the same income level in the current year.
      

    


    _____
      The
      undersigned is a corporation, organization described in section 501(c)(3) of
      the
      United States Internal Revenue Code, Massachusetts Trust or similar business
      trust, or partnership, not formed for the specific purpose of acquiring the
      Securities, with total assets in excess of $5,000,000.00.

    


    _____
      The
      undersigned is a trust, with total assets in excess of $5,000,000.00, not formed
      for the specific purpose of acquiring the Securities, whose purchase is directed
      by a sophisticated person.

    


    _____
      The
      undersigned is a director or executive officer of the Corporation.

    


    _____
      The
      undersigned is a private business development Corporation as defined in section
      202(a)(22) of the Investment Advisers Act of 1940.

    


    _____
      The
      undersigned is a bank as defined in section 3(a)(2) of the Act, or a savings
      and
      loan association or other institution as defined in section 3(a)(5)(A) of the
      Act whether acting in its individual or fiduciary capacity; a broker or dealer
      registered pursuant to section 15 of the Securities Exchange Act of 1943; an
      insurance Corporation as defined in section 2(13) of the Act; an investment
      Corporation registered under the Investment Corporation Act of 1940 or a
      business development Corporation as defined in section 2(a)(48) of that Act;
      a
      Small Business Investment Corporation 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
      subdivision, or any agency or instrumentality of a state or its political
      subdivisions, for the benefit of its employees, if such plan has total assets
      in
      excess of $5,000,000.00; an employee benefit plan within the meaning 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 such Act, which is
      either a bank, savings and loan association, insurance Corporation, or
      registered investment adviser, or if the employee benefit plan has total assets
      in excess of $5,000,000.00 or, if a self-directed plan, with investment
      decisions made solely by persons that are accredited subscribers. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    _____
      The
      undersigned is an entity in which all of the equity owners are accredited
      subscribers under one or more of the categories set forth above. 

    


    All
      Accredited Investors must initial
      the
      following:

    


    _____
      I
      understand that the representations contained in this section are made for
      the
      purpose of qualifying me as an Accredited Investor as that term is defined
      pursuant to Regulation D under the Securities Act of 1933, as amended, for
      the
      purpose of inducing a sale of Securities to me. I hereby represent that the
      statement or statements initialed above are true and correct in all respect.
      I
      understand that a false representation may constitute a violation of law, and
      that any person who suffers damage as a result of a false representation may
      have a claim against me for damages. 

    


    RESTRICTED
      SECURITIES AND DISPOSITION UNDER RULE 144

    


    The
      Subscriber represents and warrants that the undersigned understands
      that:

    


    
      	·  	
              Neither
                the sale of the securities which the undersigned is acquiring nor
                the
                securities themselves has been registered under the 1933 Act or any
                foreign or state securities laws, and the securities must be held
                indefinitely unless subsequently registered under the act or an exemption
                from such registration is
                available.

            


    

    
      	 	 


    

    
      	·  	
              The
                certificate representing the securities will be stamped with the
                following
                legend (or substantially equivalent language) restricting transfer,
“The
                securities represented by this certificate have not been registered
                under
                the Securities Act of 1933 or the laws of any state and have been
                issued
                pursuant to an exemption from registration pertaining to such securities
                and pursuant to a representation by the security holder name hereon
                that
                said securities have been acquired for purpose of investment and
                not for
                purpose of distribution. These securities may not be offered, sold,
                transferred, pledged or hypothecated in the absence of registration,
                or
                the availability of an exemption from which such registration. No
                hedging
                transactions are permitted with respect to the securities. Furthermore,
                no
                offer, sale, transfer, pledge or hypothecation is to take place without
                the prior written approval of counsel to the Corporation being affixed
                to
                this certificate. The stock transfer agent has been ordered to effect
                transfers of or transactions concerning this certificate only in
                accordance with the above
                instructions.”

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    The
      subscriber represents and warrants that the undersigned understands
      that

    


    
      	·  	
              The
                Securities are restricted within the meaning of rule 144 promulgated
                under
                the 1933 Act.

            


    

    
      	 	 


    

    
      	·  	
              That
                the exemption from registration under rule 144 will not be available
                in
                any event for at least one year from the date of purchase and payment
                of
                the securities by the undersigned, and even then will not be available
                unless

            


    

    
      	 	 


    

    
      	
              ·

            	
              A
                public trading market then exists for the common stock of the
                corporation

            


    

    
      	 	 


    

    
      	
              ·

            	
              Adequate
                information concerning the corporation is then available to the
                public

            


    

    
      	 	 


    

    
      	
              ·

            	
              Other
                terms and conditions of rule 144 are complied
                with

            


    

    
      	 	 


    

    
      	
              ·

            	
              Any
                sale of the securities may be made by the undersigned only in limited
                amounts in accordance with such terms and
                conditions

            


    

    


    Without
      in any way limiting the representations set forth above, the undersigned further
      agrees that the undersigned shall in no event make any disposition of all or any
      portion of the Securities which the undersigned is acquiring unless and
      until:

    


    
      	·  	
              There
                is then in effect a registration statement under the act covering
                such
                proposed disposition is made in accordance with said registration
                statement.

            


    

    


    Or

    


    
      	·  	
              The
                undersigned shall have notified the Corporation of the proposed
                disposition and shall have furnished the Corporation with a detailed
                statement of the circumstances surrounding the proposed
                disposition,

            


    

    
      	 	 


    

    
      	·  	
              The
                undersigned shall have furnished the Corporation with an opinion
                of the
                undersigned’s own counsel to the effect that such disposition will not
                require registration of such shares under the
                Act.

            


    

    
      	 	 


    

    
      	·  	
              Such
                opinion of the undersigned’s counsel shall have been concurred in by
                counsel for the Corporation and the Corporation shall have advised
                the
                undersigned of such concurrence. 

            


    

    


    INVESTMENT
      SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND GENERAL SUBSCRIBER ACKNOWLEDGEMENTS
      AND WARRANTS 

    


    Use
      of Funds of the Shares.

    


    The
      Subscriber acknowledges that the funds to be raised from the Shares are to
      be
      employed for the business of the Corporation in accordance with management’s
      discretion as to the best use of the same for the Corporation’s business plans.
      The Corporation reserves the right at any time to alter its business plans
      in
      accordance with management’s appreciation of the market for the goods and
      services of the Corporation.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    Method
      of Subscription and Terms of Fund Release.

    


    A
      Subscription shall be made by delivering to the Corporation a signed copy of
      this Subscription Agreement and the Subscription Price made to the Corporation
      or such party as the Corporation may direct. The funds will be employed by
      the
      Corporation immediately upon acceptance of the subscription, or of the lesser
      amount if the full subscription is not accepted.

    


    The
      Corporation shall return to the Subscriber the Subscription Price, or such
      amount as has not been accepted, as to such part of the subscription which
      the
      Corporation has not accepted. 

    


    Subscriber’s
      Acknowledgments. The
      Subscriber agrees and acknowledges that:

    


    
      	·  	
              Further
                Financing.
                The Corporation may issue further offers similar to the within which
                may
                bear higher or lower prices, as reasonably determined by the Corporation.
                The Corporation may, and will, acquire debt and/or equity financing
                in the
                future if required or advisable in the course of the Corporation’s
                business development.

            


    

    
      	 	 


    

    
      	·  	
              Withdrawal
                or Revocation.
                This Subscription Agreement is given for valuable consideration and
                shall
                not be withdrawn or revoked by the Subscriber once tendered to the
                Corporation with the Subscription
                Price.

            


    

    
      	 	 


    

    
      	·  	
              Agreement
                to be Bound.
                The Subscriber hereby specifically agrees to be bound by the terms
                of this
                Subscription Agreement as to all particulars hereof and hereby reaffirms
                the acknowledgments, representations, and powers set forth in this
                Subscription Agreement; 

            


    

    
      	 	 


    

    
      	·  	
              Reliance
                on Subscriber’s Representations.
                The Subscriber understands that the Corporation will rely on the
                acknowledgments, representations, and covenants of the Subscriber
                herein
                in determining whether a sale of the Shares to the Subscriber is
                in
                compliance with applicable securities laws. The Subscriber warrants
                that
                all acknowledgments, representations and covenants are true and
                accurate.

            


    

    
      	 	 


    

    
      	·  	
              Waiver
                of Preemptive Rights.
                The Subscriber hereby grants, conveys, and vests the Chief Executive
                Officer of the Corporation as the Subscriber’s power of attorney solely
                for the purpose of waiving any prior or preemptive right which the
                Subscriber may have under applicable law to further issues of Securities
                of the Corporation.

            


    

    


    Subscriber’s
      Representations, Warranties, and Understandings. 

    


    The
      Subscriber represents and warrants to the Corporation and understands
      that:

    


    
      	·  	
              Principal.
                The Subscriber is purchasing the Shares as principal for his own
                account
                and not for the benefit of any other person except as otherwise stated
                herein, and not with a view to the resale or distribution of all
                or any of
                the Shares.

            


    

    
      	 	 


    

    
      	·  	
              Decision
                to Purchase.
                The decision of the Subscriber to enter into this agreement and to
                purchase Shares pursuant hereto has been based only on the representation
                of this agreement and any collateral business plan or offering memorandum
                provided herewith or based upon the Subscriber’s relationship with the
                foregoing stated person of the Corporation. It is not made on other
                information relating to the Corporation and not upon any oral
                representation as to fact or otherwise made by or on behalf of the
                Corporation or any other person. The Subscriber agrees that the
                Corporation assumes no responsibility or liability of any nature
                whatsoever for the accuracy, adequacy or completeness of any business
                plan
                information, which has been created based upon the Corporation’s
                management experience. In particular, and without limiting the generality
                of the foregoing, the decision to subscribe for Shares has not been
                influenced by:

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    

      

        
          	
                	·	
                  
                    Newspaper,
                      magazine or other media articles or reports related to the
                      Corporation or
                      its business; or 

                  

                


        

      

    

     

    
      	
            	
              ·

            	
              Promotional
                literature or other materials used by the Corporation for sales or
                marketing purposes; or 

            


    

    
      	 	 	 


      	
            	
              ·

            	
              Any
                representation, oral or otherwise that the Corporation will become
                a
                listed Corporation, that the Shares will be repurchased or have any
                guaranteed future realizable value, or that there is any certainty
                as to
                the success of the Corporation or liquidity or value of the
                Shares.

            


    

    


    
      	·  	
              Economic
                Risk.
                The Subscriber has such knowledge and experience in financial and
                business
                affairs as to be capable of evaluation the merits and risks of his
                investment in the Shares and the Subscriber is able to bear the economic
                risk of a total loss of the Subscriber’s investment in the
                Shares.

            


    

    
      	 	 


    

    
      	·  	
              Speculative
                Investment.
                The Subscriber understands that an investment in the Shares is a
                speculative investment and that there is no guarantee of success
                of
                management’s plans. Management’s plans are an effort to apply present
                knowledge and experience to project a future course of action which
                is
                hoped will result in financial success employing the Corporation’s assets
                and present level of management’s skills, and those whom the Corporation
                will need to attract (which cannot be assured). Additionally, all
                plans
                are capable of being frustrated by new or unrecognized or unappreciated
                circumstances which can typically not be accurately, or at all,
                predicted.

            


    

    
      	 	 


    

    
      	·  	
              Status.
                If
                the Subscriber is a U.S. person then such has been declared in this
                document and the Subscriber qualifies as an eligible subscriber under
                the
                relevant state and federal U.S. laws as elsewhere herein specified.
                

            


    

    
      	 	 


    

    
      	·  	
              Address.
                The Subscriber is resident as set out on the last page of this Agreement
                as the “Subscriber’s Address” and the address set forth on the last page
                of this Agreement is the true and correct address of the
                Subscriber.

            


    

    
      	 	 


    

    
      	·  	
              Risk
                and Resale Restriction.
                The Subscriber is aware of the risks and other characteristics of
                the
                Securities and of the fact that the Subscriber will not be able to
                resell
                the Securities except in accordance with the applicable securities
                legislation and regulatory policy.

            


    

    
      	 	 


    

    
      	·  	
              Receipt
                of Information.
                The Subscriber acknowledges that, to his
                satisfaction

            


    

    
      	 	 


    

    
      	
              ·

            	
              He
                has either had access to or has been furnished with sufficient information
                regarding the Corporation and the terms of this investment transaction
                to
                his satisfaction.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              ·
  	
              He
                has been provided the opportunity to ask questions concerning this
                investment transaction and the terms and conditions thereof and all
                such
                questions have been answered to his
                satisfaction.

            


    

    
      	 	 


    

    
      	
              ·
  	
              He
                has been given ready access to and an opportunity to review any
                information, oral or written, that he has requested, in particular
                to any
                offering memorandum or business plan of the Corporation, if available,
                concurrent with or as a part of this
                subscription.

            


    

    


    
      	·  	
              No
                Prospectus filing.
                The Subscriber acknowledges that this is an offering made on a private
                basis without a prospectus and that no foreign, federal, state, provincial
                or other agency has made any finding or determination as to the merits
                of
                the investment nor made any recommendation or endorsement of the
                Shares.
                

            


    

    
      	 	 


    

    
      	·  	
              Confidentiality.
                The Subscriber understands that the Corporation’s business plan and this
                Agreement are confidential. The Subscriber has not distributed such,
                or
                divulged the contents thereof, to anyone other than such legal or
                financial advisors as the Subscriber has deemed desirable for purposes
                of
                evaluating an investment in the Shares and the Subscriber has not
                made any
                copies thereof except for his own records.


            


    

    
      	 	 


    

    
      	·  	
              Age
                of Majority.
                The Subscriber, if an individual, has attained the age of majority
                and is
                legally competent to execute this Agreement and to take all actions
                required pursuant hereto. 

            


    

    
      	 	 


    

    
      	·  	
              Authorization
                and Formation of Subscriber.
                The Subscriber, if a corporation, partnership, trust or other form
                of
                business entity, is authorized and otherwise duly qualified to purchase
                and hold the Shares and such entity has not been formed for the specific
                purpose of acquiring Shares in the Offering. If the Subscriber is
                one of
                the aforementioned entities, it hereby agrees that upon request of
                the
                Corporation it will supply the Corporation with any additional written
                information that may be requested by the
                Corporation.

            


    

    
      	 	 


    

    
      	·  	
              Legal
                Obligation.
                This Agreement has been duly and validly authorized, executed and
                delivered by and constitutes a legal, valid, binding and enforceable
                obligation of the Subscriber.

            


    

    
      	 	 


    

    
      	·  	
              Compliance
                with Applicable Laws.
                The Subscriber knows of no reason why the delivery of this Agreement,
                the
                acceptance of it by the Corporation and the issuance of the Shares
                or
                resultant Shares to the Subscriber will not comply with all applicable
                laws of the Subscriber’s jurisdiction of residence or domicile, and all
                other applicable laws, and the Subscriber has no reason to believe
                that
                such will cause the Corporation to become subject to or required
                to comply
                with any additional disclosure, prospectus or reporting requirements.
                The
                Subscriber will comply with all applicable securities laws and will
                assist
                the Corporation in all reasonable manners to comply with all applicable
                securities laws.

            


    

    
      	 	 


    

    
      	·  	
              Encumbrance
                or Transfer of Shares.
                The Subscriber will not sell, assign, gift, pledge or encumber in
                any
                manner whatsoever the Shares herein subscribed without the prior
                written
                consent of the Corporation and in accordance with applicable securities
                laws.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    The
      Subscriber agrees that the above representations and warranties of the
      Subscriber will be true and correct as of the execution of and acceptance of
      this Agreement and will survive the completion of the issuance of the Shares.
      The Subscriber understands that the Corporation will rely on the representations
      and warranties of the Subscriber herein in determining whether a sale of the
      Shares to the Subscriber is in compliance with federal and applicable provincial
      securities laws and the Subscriber warrants to indemnify and hold harmless
      the
      Corporation from all damages or claims resulting from any misrepresentation
      by
      the Subscriber. 

    


    Material
      Changes.

    


    The
      Subscriber undertakes to notify the Corporation immediately should there be
      any
      material change in the foregoing warranties and representations and provide
      the
      Corporation with the revised or corrected information. The Subscriber hereby
      agrees to indemnify and hold the Corporation and its affiliates harmless from
      and against any and all liability, damage, cost or expense (including reasonable
      attorneys’ fees) incurred on account of or arising out of:

    


    
      	·  	
              Any
                inaccuracy in the Subscriber’s acknowledgments, representations or
                warranties set forth in this
                Agreement.

            


    

    
      	 	 


    

    
      	·  	
              The
                Subscriber’s disposition of any of the Shares contrary to the Subscriber’s
                acknowledgments, representations or warranties in this
                Agreement.

            


    

    
      	 	 


    

    
      	·  	
              Any
                suit or proceeding based upon a claim that said acknowledgments,
                representations or warranties were inaccurate or misleading or otherwise
                cause for obtaining damages or redress from the Corporation or its
                affiliates or the disposition of all or any part of the Subscriber’s
                Shares

            


    

    
      	 	 


    

    
      	·  	
              The
                Subscriber’s failure to fulfill any or all of the Subscriber’s obligations
                herein. 

            


    

    


    Address
      for Delivery.

    


    Each
      notice, demand or other communication required or permitted to be given under
      this Agreement shall be in writing and shall be sent by delivery (electronic
      or
      otherwise) or prepaid registered mail deposited in a post office addressed
      to
      the Subscriber or the Corporation at the address specified in this Agreement.
      The date of receipt of such notice, demand or other communication shall be
      the
      date of delivery thereof if delivered, or, if given by registered mail as
      aforesaid, shall be deemed conclusively to be the fifth day after the same
      shall
      have been so mailed, except in the case of interruption of postal services
      for
      any reason whatsoever, in which case the date of receipt shall be the date
      on
      which the notice, demand or other communication is actually received by the
      addressee. 

    


    Change
      of Address.

     

    Either
      party may at any time, and from time to time notify the other party in writing
      of a change of address and the new address to which notice shall be given to
      it
      thereafter until further change. 

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    Severability
      and Construction.

    


    Each
      Section, sub-section, paragraph, sub-paragraph, term and provision of this
      Agreement, and any portion thereof, shall be considered severable, and if,
      for
      any reason, any portion of this Agreement is determined to be invalid, contrary
      to or in conflict with any applicable present or future law, rule or regulation,
      that ruling shall not impair the operation of, or have any other effect upon,
      such other portions of this Agreement as may remain otherwise intelligible
      (all
      of which shall remain binding on the parties and continue to be given full
      force
      and agreement as of the date upon which the ruling becomes final.) The word
“he”
in this Agreement shall also mean she or it, relative of the
      Subscriber.

    


    Governing
      Law.

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      state of Delaware. Any dispute regarding matters as between the Subscriber
      and
      the Corporation, whether as a Subscriber or Shareholder, and whether arising
      under this Agreement or pursuant to Shareholder or shareholder right pursuant
      to
      the documents of the Corporation or applicable law, shall be adjudicated in
      Delaware unless the Corporation shall determine or permit otherwise.


    


    Survival
      of Representations and Warranties.

    


    The
      covenants, representations and warranties contained herein shall survive the
      closing of the transactions contemplated hereby. 

    


    Counterparts.

    


    This
      Agreement may be signed by the parties hereto in as many counterparts as may
      be
      necessary, each of which so signed shall be deemed to be an original, and such
      counterparts together shall constitute one and the same instrument and
      notwithstanding the date of execution will be deemed to bear the execution
      date
      as set forth in this Agreement. This Agreement may be executed and exchanged
      by
      facsimile and such facsimile copies shall be valid and enforceable agreements.
      

    


    Entire
      Agreement.

    


    This
      Agreement constitutes the only agreement between the parties with respect to
      the
      subject matter hereof and shall supersede any and all prior negotiations and
      understandings. There are no collateral agreements or understandings hereto
      and
      this Agreement, and the documents contemplated herein, constitutes the totality
      of the parties’ agreement. This Agreement may be amended or modified in any
      respect by written instrument only.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Successors
      and Assigns. 

    


    The
      terms
      and provisions of this Agreement shall be binding upon and inure to the benefit
      of the Subscriber, the Corporation, the other stated companies for which the
      Corporation acts as agent, and their respective successors and lawfully
      permitted assigns; provided that, except as herein provided, this Agreement
      shall not be assignable by any party without the written consent of the other.
      The benefit and obligations of this Agreement, insofar as they extend to or
      affect the Subscriber, shall pass with any assignment or transfer of the Shares
      in accordance with the terms of this Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Subscription
      Amount and Payments:

    


    Investor
      hereby subscribes for _____ (Number) of Shares for a total purchase price of
      $________ (Number of Shares x $0.10) and hereby submits a check in the amount
      of
      $________ (Number of Shares x $0.10) made payable to:

    


    Kimberly
      Dawahare-Vaught, Attorney At Law

    253
      South
      Limestone Street

    Lexington,
      KY 40508

    Phone
      (859) 252-0083

    


    Effective
      Date

    


    This
      Agreement shall take effect upon the date of acceptance by the
      Corporation.

    


    DATED
      at
      __________, __________ on this _____ day of __________, 2006.

    


    Name
      of
      Subscriber: (please print)

    


    
      
        

      

    

     

    Subscriber’s
      Address:

     

    
      
 

    
      

    

     

    
      

    

     

    Subscriber’s
      email address:

     

    
      

    

    


    Official
      Capacity or Title (please print)

    


    
      
 

    Telephone
      Number:

    


    
      
 

    Authorized
      Signature:

    


    
      

    

     

    
      
        
        

      

      
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    ACCEPTANCE

    


    The
      Corporation hereby accepts the above subscription as of this _____ day of
      (Month) ________, (Year) ________.

    


    Help-U-Drive,
      Inc. 

    


    By:

    
      

    

    


    Title:

    
      

    

    


    
      
        
        

      

      
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