ex4_32.htm


    
      
        
          

        


        Exhibit
          4.32

         

        SUBSCRIPTION
          AGREEMENT

        


        THE
          SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF
          1933, AS AMENDED OR UNDER ANY STATE ACTS AND MAY NOT BE SOLD, TRANSFERRED,
          PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
          UNDER SUCH ACTS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE
          EFFECT
          THAT REGISTRATION IS NOT REQUIRED.

        THIS
          AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
          OFFER
          TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES
          IT
          CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES
          BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
          AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
          NOT
          QUALIFIED TO DO SO.

        


        
          	
                  To
                    the Board of Directors

                	
                  Dated
                    as of

                
	
                  Baywood
                    International, Inc.

                	
                  December
                    ____, 2005

                


        

        14950
          North 83rd Place, Suite 1

        Scottsdale,
          Arizona  85260

        


        Ladies
          and Gentlemen:

        


        1. Subscription
          and Payment.  The undersigned hereby subscribes for and
          agrees to accept the issuance of the number of shares of Common
          Stock (the “Shares”) of Baywood International, Inc., a Nevada
          corporation (the “Company”), at the price of $0.02 per Share or an
          aggregate purchase price as set forth on the signature page hereof (“Purchase
          Price”).  The undersigned is delivering with this subscription
          payment for the Shares by check payable to “Baywood International, Inc.” or by
          wire transfer payable against delivery of the certificate representing
          the
          Shares.  The undersigned understands and agrees that the Company has
          the right to accept or reject this subscription, in whole or in part, and
          this
          subscription shall be deemed accepted only when signed by a representative
          of
          the Company.  The undersigned agrees that the Company need not accept
          subscriptions in the order received.  If the Company learns after the
          undersigned has been admitted as a stockholder of the Company that the
          undersigned has misrepresented any information in any of the documents
          the
          undersigned submitted to the Company in connection with this subscription,
          then
          in addition to other rights available to the Company, the Company will
          have the
          right to acquire the undersigned’s Shares for a price equal to the undersigned’s
          subscription payment.

        


        2. Cancellation
          of Subscription Agreement.  The undersigned has no right to
          cancel, revoke or withdraw this subscription, except as may be provided
          under
          applicable securities laws.

        


        3. Conditions.  This
          offer is made subject to the condition that the Shares, when issued, will
          be
          validly issued, fully paid, and non-assessable and that the Company is
          duly
          organized, validly existing, and in good standing under the laws of
          Nevada.

        


        4. Representations,
          Warranties, Covenants, and Acknowledgements.  To induce the
          Company to accept this subscription and to issue the Shares to the undersigned
          and knowing that the Company is relying upon the truth and accuracy of
          the
          following in issuing the Shares and establishing compliance with applicable
          federal, provincial and state securities laws, the undersigned hereby
          represents, warrants, covenants, and acknowledges to the Company
          that:

        


        (A)           The
          undersigned has full power and capacity to execute, deliver, and perform
          under
          this subscription agreement.  This subscription agreement is the legal
          and binding obligation of and is enforceable against the undersigned in
          accordance with its terms.  The execution and delivery of this
          subscription agreement, the consummation of the transactions contemplated
          hereby, and the fulfillment of the terms hereof, will not result in the
          breach
          of any term or provision of, or constitute a default under, or conflict
          with, or
          cause the acceleration of any obligation under, any agreement or other
          instrument of any description to which the undersigned is a party or by
          which
          the undersigned is bound, or any judgment, decree, order or award of any
          court,
          governmental body, or arbitrator, or any applicable law, rule or
          regulation.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        (B)           The
          undersigned understands and has been advised by the Company that the business
          activities of the Company and an investment in the Company is speculative
          and
          subject to substantial risks, including the risks set forth in the Company’s
          Securities and Exchange Commission (“SEC”) filings, including, without
          limitation, the Company’s Form 10KSB dated May 12, 2005 and Form 10QSB dated
          November 21, 2005 (the “SEC Filings”) and there can be no guaranty of the
          amount of or type of profit or loss to be realized, if any, as a result
          in an
          investment in the shares.

        


        (C)           The
          undersigned has been given access to full and complete information regarding
          the
          Company and has utilized such access to the undersigned’s satisfaction for the
          purpose of obtaining such information regarding the Company as the undersigned
          has reasonably requested.  In particular, the undersigned has received
          and thoroughly read and evaluated the (i) Company’s SEC Filings, including the
          exhibits thereto, and (ii) has been given reasonable opportunity to review
          such
          documents as the undersigned has requested and to ask questions of, and
          to
          receive answers from, representatives of the Company concerning the terms
          and
          conditions of the Shares and the business and affairs of the Company and
          to
          obtain any additional information concerning the Company’s business to the
          extent reasonably available so as to understand more fully the nature of
          the
          investment and to verify the accuracy of the information supplied.

        


        (D)           The
          undersigned represents that they have consulted with a qualified attorney,
          tax
          advisor, or accountant or have elected not to do so, and understands the
          income
          tax aspects of its investment in the Shares.  The undersigned, in
          determining to purchase the Shares, and if the undersigned consulted the
          undersigned’s legal counsel, tax advisor, accountants or other advisors (i) has
          been encouraged and has had the opportunity to rely upon the advice of
          the
          undersigned’s legal counsel, accountants, tax advisor and other advisors with
          respect to the purchase of the Shares, and (ii) has relied solely upon
          the
          advice of the undersigned’s legal counsel, accountants, tax advisors or other
          financial advisors with respect to the financial, tax, and other considerations
          relating to the purchase of the Shares.  The undersigned acknowledges
          that neither the Company nor anyone on behalf of the Company has made any
          representations to the undersigned regarding the tax consequences of an
          investment in the Shares.

        


        (E)           The
          undersigned and his, her, or its personal advisors have received from the
          Company all requested documents, records, and books pertaining to the investment
          in the Shares so as to enable them to evaluate the merits and risks of
          this
          investment.  The undersigned understands and acknowledges that all
          documents were prepared by the Company and that no independent legal counsel,
          accountant, or financial advisor has passed upon or assumed any responsibility
          for the accuracy, completeness or fairness of information provided to the
          undersigned and no independent legal counsel, accountant, or financial
          advisor
          has independently verified or investigated in any way the accuracy, completeness
          or fairness of such information.

        


        (F)           The
          undersigned was not offered or sold the Shares, directly or indirectly,
          by means
          of any form of general advertising or general solicitation, including,
          but not
          limited to (i) any advertisement, article, notice, or other communication
          published in a newspaper, magazine, or similar medium of communication
          or
          broadcast over television or radio; or (ii) any seminar or meeting whose
          attendees have been invited by any general solicitation or general
          advertising.

        


        (G)           The
          undersigned (i) can bear the economic risk of the purchase of the Shares,
          including the total loss of the undersigned’s investment; (ii) has such
          knowledge and experience in business and financial matters as to be capable
          of
          evaluating the merits and risks of an investment in the Shares, or the
          undersigned is being advised by others (acknowledged by the undersigned
          as being
          the “Purchaser Representative(s)” of the undersigned) such that they and the
          undersigned together are capable of making such evaluation; and (iii)
          understands the non-liquid nature of an investment in the Shares.  The
          undersigned acknowledges and understands that the Shares are a speculative
          investment that involves a high degree of risk and there can be no guarantee
          of
          the amount of or type of consideration, profit or loss to be realized,
          if any,
          as a result of an investment in the Shares.


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        (H)           The
          undersigned is presently a bona fide resident of the state listed below
          and has
          no present intention of becoming a resident of any other state or jurisdiction,
          and the address and Social Security Number or Employer Identification Number
          set
          forth below are the undersigned’s true and correct residential or business
          address and Social Security Number or Employer Identification
          Number.

        


        (I)           The
          undersigned (i) if an individual, is at least 21 years of age; (ii) if
          an
          individual, is a resident of the United States; (iii) has adequate means of
          providing for the undersigned’s current needs and personal contingencies; (iv)
          has no need for liquidity in the undersigned’s investments; (v) maintains the
          undersigned’s principle residence or business at the address shown below; (vi)
          warrants that all investments in and commitments to non-liquid investments
          are,
          and after the undersigned’s purchase of the Shares will be, reasonable in
          relation to the undersigned’s net worth and current needs; and (vii) warrants
          that any financial information that is provided herewith by the undersigned,
          or
          is subsequently submitted by the undersigned at the request of the Company,
          does
          or will accurately reflect the undersigned’s financial condition with respect to
          which the undersigned does not anticipate any material adverse
          change.

        


        (J)           The
          undersigned acknowledges that the Company, based upon representations made
          by
          the undersigned, is relying on exemptions from the registration requirements
          of
          the Securities Act of 1933, as amended (the “Securities Act”), and
          afforded by applicable state statutes and regulations.

        


        (K)           The
          undersigned certifies that he, she or it is an “accredited investor” as that
          term is defined under Rule 501(a) of Regulation D promulgated under the
          Securities Act of 1933.  At the option of the Company, the undersigned
          agrees to complete and deliver to the Company evidence in order to enable
          the
          Company to verify the undersigned’s status as an accredited investor under the
          Securities Act.

        


        (L)           The
          undersigned understands that the Shares have not been and will not be registered
          under the Securities Act or the securities laws of any state and are subject
          to
          substantial restrictions on transfer.

        


        (M)           The
          undersigned acknowledges and agrees that the Shares are being acquired
          for the
          undersigned’s own account without a view to public distribution, transfer,
          resale, or assignment and that the undersigned has no contract, undertaking,
          agreement, or arrangement to sell or otherwise transfer or dispose of the
          Shares
          or any portion thereof to any other person.

        


        (N)           The
          undersigned (i) agrees that the undersigned will not sell or otherwise
          transfer or dispose of the Shares or any portion thereof unless such Shares
          are
          registered under the Securities Act and any applicable state securities
          laws or
          the undersigned obtains an opinion of counsel that is satisfactory to the
          Company that such Shares may be sold in reliance on an exemption from such
          registration requirements, and (ii) understands that the certificate(s)
          evidencing the Shares, if any, will be endorsed with a legend to that
          effect.

        


        (O)           The
          undersigned understands that (i) the Company has no obligation or intention
          to register the Shares for resale or transfer under the Securities Act
          or any
          state securities laws, or to take any action (including the filing of reports
          or
          the publication of information as required by Rule 144 under the Securities
          Act)
          which would make available any exemption from the registration requirements
          of
          any such laws; and (ii) the undersigned therefore may be precluded from
          selling
          or otherwise transferring or disposing of the Shares for an indefinite
          period of
          time or at any particular time.

        


        (P)           The
          undersigned understands that, except upon certain limited circumstances,
          the
          restrictions on the sale, transfer, and disposition of the Shares will
          also
          apply to any and all shares of capital stock or other securities issued
          or
          otherwise acquired with respect to the Shares including, without limitation,
          any
          other shares or securities issued or acquired as a result of any stock
          dividend,
          stock split or exchange or any distribution of shares or securities pursuant
          to
          any corporate reorganization, reclassification or similar event.

        


        (Q)           The
          undersigned understands that no federal or state agency, including the
          SEC or
          the securities commission or authorities of any other state, has approved
          or
          disapproved the Shares, passed upon or endorsed the merits of the offering,
          or
          made any finding or determination as to the fairness of the Shares for
          investment.


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        (R)           The
          undersigned is not subject to back-up withholding provisions of
          Section 3406(a)(1) of the Internal Revenue Code.

        


        (S)           If
          subject to the Employee Retirement Income Security Act (“ERISA”), the
          undersigned is aware of and has taken into consideration the diversification
          requirements of Section 404(a)(3) of ERISA in determining to purchase the
          Shares
          and the undersigned has concluded that the purchase of the Shares is
          prudent.

        


        (T)           The
          undersigned represents, warrants and agrees that, if the undersigned is
          acquiring the Shares in a fiduciary capacity, (i) these representations,
          warranties, agreements, acknowledgments, and understandings shall be deemed
          to
          have been made on behalf of the person or persons for whose benefit such
          Shares
          are being acquired, (ii) the name of such person or persons is indicated
          below
          under the subscriber’s name, and (iii) such further information as the Company
          deems appropriate shall be furnished regarding such person or
          persons.

        


        (U)           Neither
          the Company nor any person representing or acting on behalf of the Company,
          or
          purportedly representing or acting on behalf of the Company, has made any
          representations, warranties, agreements or statements other than those
          contained
          herein that influenced or affected the undersigned’s decision to purchase the
          Shares, nor has the undersigned relied on any representations, warranties,
          agreements or statements in the belief that they were made on behalf of
          any of
          the forgoing, nor has the undersigned relied on the absence of any such
          representations, warranties, agreements or statements in reaching the decision
          to purchase the Shares.

        


        (V)           The
          foregoing representations and warranties are true and accurate as of the
          date
          hereof and shall survive the delivery of payment for the Shares.  The
          undersigned understands that the Shares are being offered and sold in reliance
          on specific exemptions from the registration requirements of federal and
          state
          laws and that the Company is relying upon the truth and accuracy of the
          representations, warranties, agreements, acknowledgements and understandings
          set
          forth herein in order to determine the suitability of the undersigned to
          acquire
          Shares.  The undersigned agrees promptly to notify the Company of any
          changes to any of the foregoing.

        


        (W)           The
          undersigned acknowledges that the Company has the unconditional right to
          accept
          or reject this subscription and that (i) if Company accepts this subscription,
          the funds received by the Company will be deposited into an ordinary checking
          account of the Company and not an escrow account and may become commingled
          with
          other funds of the Company and the Company has the unconditional right
          to apply
          the proceeds thereof in any manner, and (ii) if the Company rejects this
          subscription or if the offering is terminated or withdrawn prior to acceptance
          of this subscription, the funds deposited by the undersigned will be refunded
          promptly without interest.

        


        5. Covenants
          and Indemnity.

        


        (A)           The
          foregoing representations and warranties, together with all other
          representations and warranties made or given by the undersigned to the
          Company
          in connection with the transactions contemplated hereby, shall be true
          and
          correct in all respects on the date of closing of the purchase hereunder
          as if
          made on such date and shall survive such date.

        


        (B)           The
          undersigned agrees to indemnify and hold harmless the Company from and
          against
          any loss, damage or liability due to or arising out of a breach of any
          of the
          representations and warranties set forth in Section 4 of this
          subscription agreement.

        


        6. Miscellaneous.

        


        (A)           This
          subscription agreement will be deemed to have been executed and delivered
          in,
          and will be governed by and construed in accordance with, the internal
          laws of
          the State of Arizona, notwithstanding any Arizona or other conflicts-of-law
          provisions to the contrary.  The undersigned acknowledges and agrees
          that any action or proceeding of any kind against the undersigned arising
          out of
          or by reason of this subscription may be brought in any federal or state
          court
          of competent jurisdiction located in the State of Arizona, and hereby
          irrevocably consents to the jurisdiction of any such court.


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        (B)           This
          subscription agreement and the rights, powers and duties set forth herein
          will
          be binding upon the undersigned, the undersigned’s heirs, estate, legal
          representatives, successors, and permitted assigns and will inure to the
          benefit
          of the Company, its successors and assigns.

        


        (C)           If
          any provision of this subscription agreement is invalid or unenforceable
          under
          any applicable statute or rule of law, then such provision will be deemed
          inoperative to the extent that it may conflict therewith and will be deemed
          modified to conform with such statute or rule of law, but such provision
          will
          not affect the validity or enforceability of any other provision
          hereof.

        


        (D)           This
          subscription agreement may be executed through the use of separate signature
          pages or in any number of counterparts, and each of such counterparts shall,
          for
          all purposes, constitute one agreement binding on all parties, notwithstanding
          that all parties are not signatories to the same counterpart.

        


        (E)           This
          subscription agreement contains the entire agreement of the parties with
          respect
          to its subject matter and supersedes all prior agreements, understandings
          or
          arrangements between the parties, whether written or oral, with respect
          to the
          subject matter hereof and there are no representations, warranties, covenants
          or
          other agreements except as stated or referred to herein with regard to
          its
          subject matter.

        


        [THE
          REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        BAYWOOD
          INTERNATIONAL, INC.

        SUBSCRIPTION
          AGREEMENT SIGNATURE PAGE

        


        IN
          WITNESS WHEREOF, intending to irrevocably bind the undersigned and the
          personal representatives, successors, and assigns of the undersigned and
          to be
          bound by this, the undersigned is executing this document on December ____,
          2005.

        


        The
          undersigned subscribes to purchase ____________ shares of Common Stock,
          $.001
          par value per share, of the Company, in consideration for an aggregate
          purchase
          price of $_____________.

        
          


          
            	
                    Name(s)
                      in which Shares are to be registered:

                  	 


          

          Check
            One:

        

         

        
          
            
              	 	
                       ̈

                    	
                      Individual
                        ownership

                    


            

            
              	 	
                       ̈

                    	
                      Corporation,
                        Partnership, or Limited Liability
                        Company

                    


            

            
              	 	
                       ̈

                    	
                      Trust

                    	 


            

            
              	 	
                       ̈

                    	
                      Other
                        (describe)

                    	 


            

          

           

          Each
            Co-Subscriber (other than a spouse) must complete and sign a separate
            Agreement.

        

         

        If
          the
          subscriber has a United States Social Security Number or a United States
          Employer Identification Number, please list the applicable number for each
          such
          Subscriber: _______________________________

         

      

      
        
          	
                  Country
                    of Residence or Principal Place of Business:

                	 


        

         

        
          	
                  Residence
                    or Principal Place of Business Address:

                	 


        

        


        
          	 	 	 
	
                  PRINT
                    name of individual who, or entity that, is subscribing.

                	 	
                  Signature

                


        

        
          	 	 	 
	 	 	
                  Title
                    (if fiduciary, etc.)

                
	 	 	 
	 	 	 
	
                  PRINT
                    name of Co-Subscriber if the Shares are to be held as joint tenants,
                    community property, or tenants in common.

                	 	
                  Signature
                    of Co-Subscriber

                
	 	 	 
	 	 	
                  Title
                    (if fiduciary, etc.)

                


        

         

      

      
        
          
            
              	
                      _____

                    	
                      (Please
                        Initial)

                    	
                      
                        By
                          signing above and initialing to the left, the subscriber
                          (and any
                          co-subscriber) represents and warrants to the Company that
                          they have read,
                          understood and acknowledged the risks and uncertainties
                          involved in an
                          investment in the Shares as described and set forth in
                          the Company’s SEC
                          Filings.

                      

                    


            

            


            
              	
                      _____

                    	
                      (Please
                        Initial)

                    	
                      
                        By
                          signing above and initialing to the left, the subscriber
                          (and any
                          co-subscriber) represents and warrants to the Company that
                          they have read
                          and understood the Company’s Certificate of Incorporation and the
                          Company’s Bylaws attached as exhibits to the Company’s SEC
                          Filings.

                      

                    


            

          

        

         

        
          	
                  ACCEPTED
                    ON __________________ ___, 200___.

                	 
	
                  BAYWOOD
                    INTERNATIONAL, INC.

                	 
	
                  By:

                	 	 
	
                  Name:

                	 	 
	
                  Title:

                	 	 


        

      

       

       

      6