Form of Subscription Agreement

Exhibit 10.2 SUBSCRIPTION AGREEMENT All American Pet Company Inc.
16501 Ventura Blvd, Suite 514
Encino, California 91436Gentlemen and Ladies: The undersigned desires to invest All American Pet Company Inc. (the " Company" ) on the terms and conditions described in this Subscription Agreement (this " Subscription Agreement" ) and the Company' s Confidential Private Placement Memorandum dated December 22, 2005 (the " Memorandum" ). Pursuant to the terms described in the Memorandum and in this Subscription Agreement, the Company is offering (the " Offering" ) up to 3,000,000 shares of common stock, par value $0.001 per share (the " Common Stock" ), as more fully described in the Memorandum.1. Subscription Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned hereby offers to purchase shares of Common Stock. The undersigned hereby delivers to the Company the full purchase price of $ (the " Purchase Price" ) for the subscription for the Common Stock in the form of a check or wire transfer to the Escrow Agent. It is understood by the undersigned that the Company reserves the right in its sole discretion to reject all or any part of any subscription. After completion of the Offering, the undersigned will be notified promptly by the Company whether the undersigned' s subscription has been accepted. If the subscription is not accepted in whole or in part, the Purchase Price or a portion thereof representing the part of the subscription that is not accepted shall be remitted to the undersigned, without interest.2. Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to, and agrees with, the Company as follows: (i) the undersigned can bear the economic risk of losing the undersigned' s entire investment; (ii) the undersigned is acquiring the Common Stock for the undersigned' s own account and not with a view to, or for resale in connection with, a distribution of the Common Stock, in violation of the Securities Act of 1933, as amended (the " 1933 Act" ); (iii) the undersigned' s overall commitments to investments that are not readily marketable is not disproportionate to the undersigned' s net worth and the undersigned' s investment in the Common Stock will not cause such overall commitments to become excessive; (iv) the undersigned' s financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness; (v) the undersigned has adequate means of providing for the undersigned' s current needs and personal contingencies and has no need for liquidity in the undersigned' s investment in the Common Stock; and (vi) the undersigned has sufficient knowledge and experience in business and financial matters to evaluate, and has evaluated, the merits and risks of this investment. (b) The address set forth below on the signature page of this Subscription Agreement is the undersigned' s true and correct principal office, and the undersigned has no present intention of relocating its principal office to any other state or jurisdiction.


(c) The undersigned is an " accredited investor" as that term is defined in Rule 501 of Regulation D, as promulgated under the 1933 Act because the undersigned meets one of the following criteria (if the undersigned is not an " accredited investor" , place an " X" in the following blank: ): (i) An individual with a net worth, individually or jointly with the undersigned' s spouse, of $1,000,000; or (ii) An individual with income in excess of $200,000 in each of the two most recent years, or joint income with the undersigned' s spouse in excess of $300,000 in each of those years, and the undersigned has a reasonable expectation of reaching the same income level in the current year; or (iii) An individual who is an officer or director of the Company; or (iv) A 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; or (v) A 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 Regulation D, as promulgated under the 1933 Act; or (vi) An entity in which all of the equity owners are accredited investors; or (vii) A bank as defined in section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(a)(13) of the Act; an 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; a 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; a plan established and maintained by a state, its political subdivisions, or an agency or ins ...