EXHIBIT 4.2
93
<PAGE>
Subscription Agreement
Guitron International Inc.
Common Stock
1. Subscription. The undersigned hereby applies to purchase the number of
shares stated below of the common stock, $.001 par value of Guitron
International, Inc. (the "Company"). This purchase is being made in accordance
with the terms and conditions of the Company's prospectus, dated ___________,
2000, (the "Prospectus") in accordance with which the shares have been offered
to the undersigned. This subscription may be accepted or rejected in whole or in
part by the Company. The Company has the right, exercisable in its sole and
absolute discretion, to accept subscriptions in whole or in part, as it may
determine.
2. Representations by Undersigned. The undersigned represents and warrants
the following to be true and correct:
(a) the undersigned has received and carefully read the Prospectus.
(b) the undersigned acknowledges and understands that no U.S.
federal or state agency, nor any governmental agency of any other jurisdiction,
has made any recommendation or endorsement of the shares;
(c) the undersigned recognizes that an acquisition of the Company's
shares involves a high degree of risk;
(d) if an individual, the undersigned is 21 years of age or over and
is a bona fide resident of the state or province set forth in the residence
address which such individual has set forth below; and
(e) all of the representations of the undersigned herein are true
and accurate, and the Company and the officers and directors of the Company will
and may, without further investigation, rely on such representations.
3. Payment of Subscription. The amount of the undersigned's subscription
is set forth below and the undersigned encloses payment of such amount herewith
by money order, certified, bank or cashier's check, payable to "Continental
Stock Transfer, Escrow Agent for Guitron International Inc." The undersigned
hereby authorizes and directs the officers of the Company to pay the funds
delivered herewith to Continental Stock Transfer and Trust Company, to the
extent that the undersigned's subscription has been accepted.
94
<PAGE>
The undersigned recognizes that if the subscription is rejected in whole,
the funds delivered herewith will be returned to the undersigned as soon as
practicable without interest or deduction. If the undersigned's subscription is
rejected in part, the funds delivered herewith will, to the extent the
subscription is so rejected, be returned to the undersigned promptly without
interest or deduction.
4. Continuing Accuracy of Representations. The undersigned agrees to
notify the Company immediately if any of the statements described above made
herein shall become untrue. Until such notification is given, the Company will
be entitled to rely on the accuracy of the information set forth herein.
5. Ownership. The undersigned's interest will be owned and should by shown
on the Company's records as follows:
________________________________________________________________________________
________________________________________________________________________________
6. Subscription Quantity. The undersigned does hereby subscribe for
__________________________________ shares of the Company's common stock at a
price of $1.00 per Share, for a total subscription price of $
_______________________________ , which amount is enclosed herewith.
IN WITNESS WHEREOF, the undersigned has executed this subscription
agreement, the day of , 2001.
---------------------------------- ----------------------------------
Name of Subscriber Social Security or Tax I.D. Number
---------------------------------- ----------------------------------
Name of Additional Social Security or Tax I.D.
Subscriber Number of Additional Subscriber
(if more than one)
---------------------------------- ----------------------------------
Residence Address Mailing Address (if different from
Residence Address)
---------------------------------- ----------------------------------
95
<PAGE>
City and State Zip Code City and State Zip Code
---------------------------------- ---------------------------------
Home Telephone Number Business Telephone Number and Area
Code and Area Code
Form of Ownership:
(Circle One)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Individual JTROS Tenants Custodian Trustee Corporation Partnership
Ownership (all in Common (authorized (authorized
parties (both signature signature
must sign) parties and corporate and
must sign) authorization partnership
required) authorization
required)
</TABLE>
Authorized Signature of Authorized Signature of
Subscriber Additional Subscriber
---------------------------------- ---------------------------------
96
