EXHIBIT 4(c)
                           SUBSCRIPTION AGREEMENT

                             Document is copied.

PVAXX Corporation
237 Park Avenue,
New York
NY 10017

Gentlemen: The undersigned irrevocably subscribe(s) for and agree(s) to
purchase shares of common stock, no par value per share ("Common Stock"), of
PVAXX Corporation ("Company"), to be registered in the name(s) of the
undersigned at the address appearing below. Delivered concurrently herewith is
payment in full of $________ for ________ shares of the Common Stock
subscribed for, at the price of $10.00 per share (checks made payable to
"PVAXX Corporation").

The undersigned agree(s) that the Company has the right to reject this
subscription for any reason and that, in the event of rejection, all funds
delivered herewith will be promptly returned, without interest or deduction,
unless the Company receives interest on such bank account, in which case
interest will be paid in the amount received from the bank.

(I)  WITHHOLDING CERTIFICATION

Each of the undersigned certifies under penalty of perjury that:

(1) The Social Security Number or other Federal Tax I.D. Number entered below
    is correct.

(2) The undersigned is not subject to backup withholding because:

    (a) The IRS has not informed the undersigned that he/she/it is subject to
        backup withholding.

    (b) The IRS has notified the undersigned that he/she/it is no longer
        subject to backup withholding.

NOTE: If this statement is not true and you are subject to backup withholding,
strike out section



(II).  REGISTRATION OF SECURITIES

Common Stock is to be registered as indicated below.

(Please type or print.)

--------------------   -----------------------     ----------------------------
Name(s)                Social Security or          Federal Tax ID Number(s)

----------------------------------------------     ----------------------------
Street Address                                     Telephone Number


--------------------     ---------------------     -------------------
City,                    State,                    Zip Code

34 100 OWNERSHIP:
[ ] Individual                               [ ] Marital Property
[ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common
[ ] Corporation                              [ ] Partnership
[ ] Trust                                    [ ] IRA/Qualified Plan
[ ] Other

If Common Stock is to be registered jointly, all owners must sign. For
IRAs/Qualified Plans, the trustee must sign. Any registration in the names of
two or more co-owners will, unless otherwise specified, be as joint tenants
with rights of survivorship and not as tenants in common. Each subscriber
certifies that he/she/it has full capacity to enter into this Agreement. This
subscription is subject to acceptance by the Company and will not be accepted
unless accompanied by payment in full.

SUBSCRIBER SIGNATURES

INDIVIDUALS

(All proposed record holders must sign.)

Dated: _________________________


_____________________________       __________________________
(Signature)                         (Signature)


_____________________________       __________________________
(Print or Type Name)                (Print or Type Name)





CORPORATIONS, PARTNERSHIPS, TRUSTS AND IRAS/QUALIFIED PLANS
(Certificate of Signatory must be completed.)

Dated: _________________________


-----------------------------------
(Print or Type Name of Entity)

___________________________________
By:
(Signature of Authorized Representative)


35 101 CERTIFICATE OF SIGNATORY

I, _____________________, (Print or Type Name of Authorized Representative)
am the __________________________________________ (Print or Type Title or
Position) of ____________________________________ ("Entity"). (Print or Type
Name of Subscribing Entity) I certify that I am fully authorized and empowered
by the Entity to execute this Subscription Agreement and to purchase Common
Stock, and that this Subscription Agreement has been duly executed by me on
behalf of the Entity and constitutes a valid and binding obligation of the
Entity in accordance with its terms.

________________________________________
(Signature of Authorized Representative)

SALES AGENT

Name of Selected Placement Agent:  _______________________________

Name of Registered Representative: _______________________________

ACCEPTANCE Subscription

[ ] accepted [ ] rejected as of ______________________, 2001.

PVAXX CORPORATION


By: ____________________________________
(Signature of Authorized Officer) 36 102