Form of Subscription Agreement

EXHIBIT 10.1

Form of Subscription Agreement

SUBSCRIPTION AGREEMENT For Jilco Industries, Inc.

Common Stock Upon Conversion of Note(s)

August 7, 2007

Jilco Industries, Inc.

P. O. Box 10539

Beverly Hills, California 90213

Ladies and Gentlemen:

Pursuant to the Notice of Request For Conversion attached hereto I request conversion of the percent ( %) right, title and interest I own in those certain Revolving Demand Note(s) I hold (copies which are attached as Exhibit A to said Notice of Request for Conversion), including interest accrued through June 30, 2005 into Shares of Common Stock, no par value (the Shares), at a conversion rate of $.075 per Share of Jilco Industries, Inc., a California corporation (the " Company" ), in accordance with the terms of this Subscription Agreement (this " Agreement" ): 1. Subscription. I understand and agree to the following in connection with my investment in the Company: (a) The Company may accept or reject my subscription, in whole or in part, in its sole discretion. (b) If my subscription is accepted, I will become a shareholder of the Company, holding the Shares, with the rights and privileges set forth in the Articles of Incorporation and Bylaws of the Company.

(c) My subscription is irrevocable. 2. Representations and Warranties. In consideration of the Company' s acceptance of this Subscription Agreement, I hereby make the following representations and warranties to the Company and to all of its shareholders, which representations and warranties shall survive any acceptance of my subscription:

(a) Investment Purpose. I am acquiring the Shares of Common Stock, for my own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, I reserve the right to dispose of the Shares at any time in accordance with or pursuant to an effective registration statement covering such Shares or an available exemption under the Securities Act. I understand the Company does not intend to register the Shares and that I have no right to require such registration. My overall commitment to investments, including the Shares, that are not readily marketable is reasonable

in relation to my net worth. I have sought such accounting, legal and tax advice, as I have considered necessary to make an informed investment decision with respect to my acquisition of the Shares. I have substantial experience in making investment decisions of this type and have the requisite knowledge to assess the relative merits and risks of an investment in the Company and I have the capacity to protect my own interests in connection with this investment or I have a pre-existing personal or business relationship with the Company or any of its officers, directors or controlling persons. (b) Accredited Investor Status. I am an " Accredited Investor" as that term is defined in Rule 501(a)(3) of Regulation D. I am willing and able to bear the economy risk of an investment in the Company, have no need for liquidity in my investment in the Company and am able to sustain a complete loss of my investment in the Company. (c) Reliance on Exemptions. I understand that the Shares are being offered and sold to me in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and my compliance with, the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the availability of such exemptions and my eligibility to acquire such securities.

(d) Information. I and my advisors (and my counsel), if any, have been furnished with all materials which I have requested relating to the business, finances and operations of the Company and information I deemed material to making an informed investment decision regarding my purchase of the Shares. I and my advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. I understand that my investment in the Shares involves a high degree of risk. I am in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enables me to obtain information from the Company in order to evaluate the merits and risks of this investment. I recognize that the Company has no recent operating history and that an investment in the Shares involves substantial risks. I understand that by converting the Note into Shares my creditor rights in the event of the Company' s bankruptcy will be lost. (e) No Governmental Review. I understand that no United States federal or state a ...