Baywood International, Inc.
14950 North 83rd Place, Suite 1
Scottsdale, AZ 85260
Ladies and Gentlemen:
The following information is furnished to you as my subscription for
[10% of the 12/31/95 outstanding] shares of common stock and 800,000 shares of convertible preferred stock
(collectively, the "Securities") in Baywood International, Inc., a Nevada corporation (the "Company"). I
understand that you will rely upon the following information to determine whether the Securities are exempt from
registration under the Securities Act of 1933, as amended (the "Act") and comparable provisions of state
ALL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT WILL BE TREATED
CONFIDENTIALLY. However, it is agreed that you may present this and any supporting documents to such
parties as you deem appropriate if called upon to establish that the proposed offer and sale of the Securities is
exempt from registration under the Act or meets the requirements of applicable state securities laws.
1. Residency and Legal Authority. I affirmatively represent and warrant to the Company that I am not a resident
or citizen of the United States of America. My true and correct address residency and citizenship is set forth
under my signature at the end of this letter. I have the legal power and authority to enter into this Subscription
Agreement and make the representations and warranties herein understanding fully that the Company is placing
material reliance on my candor and veracity.
2. Wealth and Sophistication. I further affirmatively represent and warrant to the Company that my current net
worth exceeds $1,000,000 U.S. and that my annual income for the last two years and the current year exceeds
$300,000 U.S. I have such knowledge and experience in financial and business matters that I am capable of
evaluating the merits and risks of an investment in the Securities.
3. Disclosure of Material Information. I confirm that all documents, r