SUBSCRIPTION AGREEMENT


         The undersigned hereby subscribes for 100,000 shares of the common
stock of Lifetime Achievement Fund, Inc., a Maryland corporation (hereinafter
referred to as the "Corporation"), at a purchase price of $1.20 per share or a
total purchase for all shares subscribed for hereunder of $120,000.00. The
undersigned understands and agrees that the acceptance of this subscription will
be subject to approval by the Corporation and agrees to make payment in cash for
such shares herein subscribed for within ten (10) days of the date of acceptance
of this subscription by the Corporation.

         The undersigned hereby represents and warrants as follows:

         a.       The undersigned has his principal residence in the State of
                  Nebraska.

         b.       The undersigned has such knowledge of the business and
                  financial affairs of the Corporation and possesses a
                  sufficient degree of sophistication, knowledge and experience
                  in financial and business matters such that he is capable of
                  evaluating the common stock of the Corporation and the
                  economic risks of acquiring the same.

         c.       The purchase of the shares of common stock of the Corporation
                  is being made for investment and not with a view to the resale
                  or distribution of such shares within the meaning of the
                  Securities Act of 1933, as amended, and such shares are being
                  acquired by the undersigned for his own account and with his
                  own funds and no other person has a direct or indirect
                  beneficial interest in such shares.

         d.       The undersigned has been informed in writing, by being
                  provided with a copy of this Subscription Agreement, that
                  because the shares for which he is subscribing have not yet
                  been registered under the Securities Act of 1933, as amended,
                  nor the Securities Act of Maryland or Nebraska, and because
                  the Corporation may not successfully effect such registration,
                  the undersigned may have to continue to bear the economic risk
                  of the investment in such shares for an indefinite period.

         e.       The undersigned understands that he may not transfer said
                  shares, or any interest therein, without compliance with the
                  provisions of any existing Stock Purchase Agreement, including
                  the delivery to the Corporation of an opinion of counsel
                  satisfactory to the Corporation to the effect that the
                  transfer does not violate applicable state or federal
                  securities laws and that it is possible that he may be unable
                  to make a public resale of such interest.





         The undersigned hereby agrees as follows:

         a.       That all certificates for the shares of common stock to be
                  purchased pursuant to this Subscription Agreement and all
                  certificates in exchange therefor or in replacement thereof
                  shall contain a legend in substantially the following
                  language:

                                    "These securities have not been registered
                           under the Securities Act of 1933, as amended, nor
                           under any applicable state securities law. They may
                           not be sold, transferred or otherwise disposed of
                           unless they are registered under the Securities Act
                           of 1933, as amended, or any applicable state
                           securities law or unless an exemption from such
                           registration is then available in the opinion of
                           counsel satisfactory to the Corporation."

         b.       That the Corporation may make a notation in its records or in
                  the records of any transfer agent with respect to the
                  restriction upon transferability of the subject shares to be
                  purchased under this Subscription Agreement.

         c.       To indemnify the Corporation, its officers, directors and
                  shareholders and to hold such persons and firm harmless of
                  liability, costs, or expenses (including reasonable attorneys'
                  fees) arising as a result of the sale, transfer, offers for
                  sale or distribution of the shares to be purchased hereunder
                  by him in violation of the Securities Act of 1933, as amended,
                  or any other applicable law.

         d.       That his rights hereunder are not assignable.

         e.       That the certificate representing the shares to be purchased
                  by the undersigned in accordance with this Subscription
                  Agreement shall be registered in the following manner:

                                Roland R. Manarin

         DATED this 3rd day of SEPTEMBER, 1999.

                                                 Roland R. Manarin, Subscriber

                                                 /s/ Roland R. Manarin
                                                 --------------------------
                                                 Signature of Subscriber

                                                 Address:

                                                 Telephone Number:
                                                 Social Security No.:


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                           ACCEPTANCE OF SUBSCRIPTION


         The above Subscription is hereby accepted this 3rd day of
         SEPTEMBER, 1999.

                                      LIFETIME ACHIEVEMENT FUND, INC.

                                         /s/ Charles H. Richter
                                      By:------------------------------
                                        Charles H. Richter, Vice President and
                                           Secretary


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