Subscription Agreement

CARIBBEAN CIGAR COMPANY


INVESTOR QUESTIONNAIRE & SUBSCRIPTION AGREEMENT


2 INVESTOR QUESTIONNAIRE


THIS QUESTIONNAIRE IS TO BE COMPLETED AND DELIVERED TO CARIBBEAN CIGAR COMPANY, C/O MICHAEL RISLEY, 6265 S.W. EIGHT STREET, LITTLE HAVANA, MIAMI, FLORIDA 33166. PRIOR TO ACCEPTANCE OF THE SUBSCRIPTION BY THE COMPANY, CERTAIN CONDITIONS MUST BE MET.


INSTRUCTIONS: This Questionnaire is being given to each individual who has expressed an interest in purchasing Common Stock (the "Stock") at a price of $3.50 per Share, of Caribbean Cigar Company, a Florida corporation (the "Company"). Prior to your acceptance by the Company as a subscriber, you must meet, among others, the standards imposed by Regulation D as adopted by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), since the Shares have not been registered under the Securities Act and are being sold in reliance upon the exemption provided by Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. The Company has established general investor suitability requirements for all investors requiring that each natural person or entity who subscribes for Shares must be an "accredited investor," as such term is defined in Regulation D under the Securities Act. The Company, in its sole discretion, may increase the foregoing requirements based upon more stringent requirements under state "Blue Sky" laws or special circumstances. The undersigned acknowledges and agrees that the Company is relying on the undersigned's representations contained in this Questionnaire and the related subscription documents in determining whether to accept the subscription.


If the answer to any question is "none" or "not applicable," please so state.


Your answers will at all times be kept strictly confidential; however, everyone who agrees to purchase Shares hereby agrees that the Company may present this Questionnaire to such parties as it deems appropriate in order to assure itself that the offer and sale of Shares to you will not result in a loss of the exemption from registration under the Securities Act which is being relied upon by the Company in connection with the sale of the Shares.


Please complete this Questionnaire as thoroughly as possible and sign, date and return one copy. In case of insufficient space, please use the reverse side to assure that complete answers are submitted. Please print or type.


- -------------------------------------------------------------------------------- Investor Questionnaire & Subscription Agreement Page 1 3
INVESTOR QUESTIONNAIRE


Name:_______________ Age:______


Residence Address:
How Long? ______________________


Residence Telephone Number: 619-658-9039


Occupation (e.g., Officer, Partner, Owner and Name of Business): ______________ _______________________________________________________________________________


Corporation (check mark) Partnership ____ Proprietorship ___ Other ___


Business Address: _____________________________________________________________ _______________________________________________________________________________


Business Telephone Number: _______________________


Your Social Security Number: _____________________


Employer I.D. Number (if not an individual): N/A (OFFSHORE)


Describe nature of current employment and position(s) held: ___________________ ______________________________________________ How long? ______________________


If you have been employed by your current employer for less than three years, list your employment and position(s) for the past three years _________________ _______________________________________________________________________________ _______________________________________________________________________________


Other Business Affiliations (service of Boards of Directors, etc.): ___________ _______________________________________________________________________________


Educational background (schools and degrees): _________________________________ _______________________________________________________________________________ _______________________________________________________________________________


Investor Questionnaire & Subscription Agreement Page 2


4 Please provide the following information.


1. Do you have a personal net worth or joint net worth with your spouse as
of the date hereof not less than $1,000,000? _________


2. During 1995 and 1994, did either (i) you have income of more than
$200,000 or (ii) you and your spouse have joint income of more than
$300,000? _________


3. During 1996, do you reasonably anticipate (i) that you will have income
of more than $200,000 or (ii) you and your spouse will have joint income
of more than $300,000? _________


The following are tests for an accredited Investor which is not an individual. Please indicate by a check mark which tests are applicable.


_____ Any bank as defined in section 3(a)(2) of Securities Act or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity.


_____ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934.


_____ Insurance company as defined in section 2(13) of the Securities Act.


_____ Investment Company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act.


_____ Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.


_____ Employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment, adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.


_____ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.


/ / Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.


_____ Any trust, with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Commission under the Securities Act.


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5 _____ Any entity in which all the equity owners are accredited investors (i.e. all of the equity owners meet one of the tests for an accredited investor).


_____ Any Individual Retirement Account (IRA) for the benefit of an accredited investor.


The tests for an accredited investor who is an individual are: an investor with a net worth, or joint net worth with such investor's spouse, of at least $1,000,000; and an investor with individual income of more than $200,000 or $300,000 together with his spouse) for the past two years, and who has a reasonable expectation of having income of at least $200,000 (or $300,000 together with his spouse) for the current year.


4. Do you have the knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of
various investments both public and private? __________
if so, describe the basis of your knowledge and experience: ___________
_______________________________________________________________________


5. Do you have adequate means of providing for your current needs and
personal contingencies? __________


6. Are you an employee, officer, director, investor or stockholder of any
NASD broker-dealer firm? __________ If yes, supply name and address:
_______________________________________________________________________


7. Are you aware that an investment in the securities of the Company is a
high risk investment? __________ Do you presently own securities or
other types of investments? __________ If yes, please supply the
approximate value thereof: ___________________________________________


8. For investors who are not individuals, the person executing this
Questionnaire represents that he or she is authorized to execute this
Questionnaire and the Subscription Agreement on behalf of such entity
and that no additional permission or authorization is or will be
required from any person in order to effect the purchase of securities
of the Company.


9. For investors who are not individuals but are accredited investors as
entities in which all of the equity owners are accredited investors, the
questionnaire must be completed and executed by each equity owner.


10. Was any broker or finder involved in connection with your proposed
purchase of the Company's securities? __________ If yes, identify the
broker: _______________________________________________________________


- ------------------------------------------------------------------------------- Investor Questionnaire & Subscription Agreement Page 4 6 The undersigned represents the foregoing information to be true and correct and agrees that such information may be relied upon by the Company, its officers, directors and counsel in connection with any investment by the undersigned in the Company's securities.


Date:
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Signature


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(Please Print Name)


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(Title, if you are not an individual)


- ---------------------------- Do not include information with respect to your spouse if you are not presently living with your spouse, regardless of whether there is a formal separation agreement, unless she or he is making the investment with you.


- ------------------------------------------------------------------------------- Investor Questionnaire & Subscription Agreement Page 5


7 SUBSCRIPTION DOCUMENTS


The following documents must be completed in accordance with the instructions set forth below and must be executed in order to determine whether you are a qualified investor and, if qualified, in order to subscribe for the purchase of Common Shares of Caribbean Cigar Company at $3.50 per share, par value $0.001.


PLEASE PRINT THE ANSWERS TO ALL QUESTIONS.


I. ENCLOSED ARE THE FOLLOWING DOCUMENTS:


A. SUBSCRIPTION AGREEMENT. Be sure to carefully and fully
read the Subscription Agreement. Duplicate Copi ...