ABOVE AVERAGE INVESTMENTS LTD
SB-2, EX-4.1.2, 2000-07-14
NON-OPERATING ESTABLISHMENTS
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                                 200,000 Shares
                         Above Average Investments, Ltd.

                            Share Purchase Agreement

To _______________:

Please issue shares of your common stock in the amounts and name(s) shown below.
My signature  acknowledges  that I have read the Prospectus  dated  ___________,
2000,  and am aware of the risk factors  contained  therein.  I represent that I
have relied  solely upon the contents of the  Prospectus in making an investment
decision with regard to the shares offered thereby, and I have not relied on any
other  statements  made by or with regard to the Company in connection  with its
anticipated operations or financial performance.

The undersigned hereby  acknowledges that City National Bank is acting solely as
Escrow  Holder in  connection  with the  offering  of the  Securities  described
herein, and makes no recommendation with respect thereto. City National Bank has
made no investigation  regarding the offering, the issuer or any other person or
entity involved in the offering.


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(Signature)                                   (Date)

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(Signature)                                   (Date)

Enclosed is payment for ________ shares at $________; Total: $________

Register the shares in the following name(s) and amount(s):
(Please Print)
Name(s):_________________________________________________________

Number of share(s): ________________
As (check one) [ ] Individual [ ] Joint  Tenancy [ ] Husband & Wife as community
property[ ] Tenants in Common [ ] Corporation [ ] Trust [ ] Other:

For the person(s) who will be registered shareowners:
Mailing Address:
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City, State, Zip:
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Telephone:
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Social Security or Taxpayer ID Number(s):
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Note:  Please attach any instructions for mailing the certificates or shareowner
communications other than to the registered shareowner at this address.


<PAGE>

No Subscription Is Effective Until Acceptance.
Subscription Accepted by  _______________:


____________________________
Devinder Randhawa, President

Date _____________________







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