ONLINE STOCK MARKET GROUP
SB-2, EX-1.1, 2000-06-09
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                                                                     EXHIBIT 1.1

For Office Use Only:

-------------------------------                        -------------------------
 Broker/Dealer Name & Address                             Investor:
                                                          _____________________

                                                          Investor #:

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

                             SUBSCRIPTION AGREEMENT
                                       for
                            ONLINE STOCK MARKET GROUP

                         Common Stock ($4.00 per share)

Persons  interested in purchasing common stock of Online Stock Market Group must
complete and return this Subscription  Agreement along with their check or money
order to:

Online Stock Market Group
1875 Century Park East, Suite: 1880
Los Angeles, CA 90067, ("the Issuer") ("the Company")

Subject  only  to  acceptance  hereof  by the  issuer,  in its  discretion,  the
undersigned  hereby  subscribes  for the  number  of  common  shares  and at the
aggregate subscription price set forth below.

An accepted  copy of this  Agreement  will be returned  to the  Subscriber  as a
receipt, and the physical stock certificates shall be delivered to each Investor
within thirty (30) days of the Close of this offering.

                Securities  Offered - The Company and selling  shareholders  are
offering 1,00O,000 shares (no par value per share) at $4.00 per share.

                Minimum  Subscription - In connection with this subscription the
undersigned  hereby  subscribes  to the  number  of common  shares  shown in the
following table.

                   All Subscribers - The Minimum Subscription is 1000 shares.

          Number of Common Shares       =  ___________________________

          Multiply by Price of Shares   X  $4.00 per Share

          Aggregate Subscription Price  =  $__________________________

Check or money order shall be made payable to Online Stock Market Group

Subscription Agreement                              Page 1 of 2

<PAGE>


In connection  with this  investment in the Company,  I represent and warrant as
follows:

a) Prior to tendering payment for the shares, I received a copy of and read your
prospectus dated ______________, 2000.

b) I am a bona fide resident of the state of ________________________.

c) The Issuer and the other  purchasers are relying on the truth and accuracy of
the declarations, representations and warranties herein made by the undersigned.
Accordingly,  the foregoing  representations and warranties and undertakings are
made by the  undersigned  with  the  intent  that  they  may be  relied  upon in
determining  his/her  suitability  as a  purchaser.  Investor  agrees  that such
representations  and  warranties  shall survive the  acceptance of Investor as a
purchaser,  and Investor indemnifies and agrees to hold harmless, the Issuer and
each other purchaser from and against all damages, claims,  expenses,  losses or
actions resulting from the untruth of any of the warranties and  representations
contained in this Subscription Agreement.

Please register the shares which I am purchasing as follows:

     Name:__________________________________________ Date:______________________

As (check one)

    [ ] Individual          [ ] Tenants in Common       [ ] Existing Partnership
    [ ] Joint Tenants       [ ]  Corporation            [ ]  Trust
    [ ] Minor with adult custodian under the Uniform Gift to Minors Act
                                                        [ ]  IRA

For the person(s) who will be registered shareholder(s):

________________________________________          ______________________________
      Signature of Subscriber                            Residence Address

________________________________________          ______________________________
    Name of Subscriber (Printed)                           City or Town

________________________________________          ______________________________
     Signature of Co-Subscriber                        State       Zip Code

________________________________________          ______________________________
    Name of Co-Subscriber (Printed)                         Telephone

________________________________________          ______________________________
        Subscriber Tax I.D. or                      Co-Subscriber Tax I.D. or
        Social Security Number                        Social Security Number


________________________________________
     E-mail Address (if available)


ACCEPTED BY: ONLINE STOCK MARKET GROUP

By:_____________________________________          Date__________________________
                    Officer


Subscription Agreement                              Page 2 of 2



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