Exhibit 10.2 Board of Directors First Priority Group, Inc. 270 Duffy Avenue Hicksville, New York 11801 Re: Subscription to Purchase Shares of First Priority Group, Inc. Common Stock Gentlemen: (1) Subscription: (A) The undersigned hereby subscribes to purchase _______ shares of the $.015 par value common stock of First Priority Group, Inc. (the "Company") at $.50 per share (the "Shares") and hereby tenders payment in the amount of $_______ for the subscribed for number of Shares by certified check, bank draft or wire transfer made payable to Kirlin Securities, Inc., the Company's Placement Agent, for deposit into a segregated, non-interest bearing bank account. In connection with this subscription, the undersigned hereby executes this Subscription Agreement and acknowledges that the undersigned has received, read, understands and is familiar with: (i) the Company's Annual Report (Form 10-KSB) filed with the Securities and Exchange Commission for the fiscal year ended December 31, 1994; (ii) Quarterly Reports (Form 10-QSB) filed with the Securities and Exchange Commission for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995; (iii) press releases and any other public information statements disseminated by the Company for the period since the Company's last Quarterly Report (Form 10-QSB); (B) The undersigned further acknowledges that, except as set forth in such reports made available to the undersigned by the Company, no representations or warranties have been made to the undersigned, or to the undersigned's advisors by the Company, or by any person acting on behalf of the Company, with respect to the offer or sale of the Shares and/or the economic, tax or any other aspects or consequences of a purchase of the Shares and/or the investment made thereby. Further, the undersigned has not relied upon any information concerning the Company, written or oral, other than that contained in the aforementioned reports. (C) The undersigned hereby acknowledges that the undersigned has had an opportunity to ask questions of, and receive answers from persons acting on behalf of the Company to verify the accuracy and completeness of the information set forth in such reports prior to sale and the undersigned hereby acknowledges that the undersigned has not requested the Company to provide any additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information made available. (2) Subscriber's Representations and Warranties: The undersigned subscriber represents and warrants to the Company: (A) The Shares are being issued to the undersigned by the Company for investment only, for the undersigned's own account, and are not being purchased by the undersigned with a view to distribution of such Shares, or for the offer and/or sale in connection with any distribution thereof. The undersigned is not participating, directly or indirectly, in an underwriting of the Shares or in any similar undertaking. The undersigned has no present plans to enter into any contract, undertaking, agreement, or arrangement which would entail an underwriting of such Shares or any similar distribution thereof; (B) The undersigned is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission, in that (i) the undersigned is a natural person whose net worth or joint net worth, taking the undersigned's spouse into consideration, at the time of the undersigned's purchase of these Shares herein, exceeds One Million Dollars ($1,000,000), or (ii) the undersigned is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year whose income in each of the last two years exceeded Two Hundred Thousand Dollars ($200,000); or (iii) the undersigned is a 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; or (iv) the undersigned is an entity in which all of the equity owners are accredited investors. (C) All of the representations and information provided in the undersigned's Confidential Purchaser Questionnaire, and any additional information that the undersigned has furnished to the Company with respect to the undersigned's financial position are accurate and complete as of the date of this Subscription Agreement. If there should be any material adverse change in any such representations or information prior to the issuance of the Shares to the undersigned, the undersigned will immediately furnish accurate and complete information concerning any such material change to the Company. (D) The undersigned has not been organized or reorganized for the specific purpose of acquiring the Shares. If the undersigned is a corporation, it has enclosed with this Subscription Agreement copies of its Articles of Incorporation, Bylaws and the corporate resolution authorizing the individual executing the signature page so to act on behalf of the corporation, all of which have been certified by the Secretary or an Assistant Secretary of the corporation as being true and correct copies thereof and in full force and effect. If the undersigned is a partnership, trust, limited liability company or other entity, the undersigned has enclosed with this Subscription Agreement a copy of its Partnership Agreement or Certificate of Formation (or other governing agreement) or a copy of its Declaration of Trust (or other governing instrument), as the case may be and, in the case of a limited liability company, resolutions authorizing the individual executing the signature page so to act on behalf of the limited liability company. All such documentation is complete, current and correct as of the date hereof. (E) The undersigned understands that there is no guarantee of profits or against loss as a result of purchasing the Shares and the undersigned hereby states that the undersigned can afford a complete loss of the investment in such Shares. The undersigned further warrants that the undersigned's present financial condition is such that the undersigned has no present or perceived future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, obligation, need or indebtedness. Consequently, the undersigned represents that the undersigned has sufficient liquid assets to pay the full purchase price for the Shares, has adequate means for providing for the undersigned's current needs and possible contingencies and has no current need to liquidate any of the undersigned's investment in the Company. (F) The undersigned has been represented by such legal counsel and other advisors, each of whom has been personally selected by the undersigned, as the undersigned has found necessary to consult, concerning the purchase of the Shares, and such representation has included an examination of applicable documents and an analysis of all relevant tax, financial, recording and securities law aspects of an investment in the Shares. The undersigned, the undersigned's counsel, advisors, and such other persons with whom the undersigned has found it necessary or advisable to consult, have represented to the undersigned that they have knowledge or experience in business and financial matters to evaluate the information set forth in the aforementioned reports, press releases and/or other public information statements issued by the Company, the risks associated with this investment, and to make an informed investment decision with respect hereto. To the extent that the undersigned has found it necessary to consult with any such counsel and/or advisors concerning the purchase of the Shares, the undersigned has relied upon their advice and counsel in making such investment decision. (G) the undersigned is a resident of the jurisdiction set forth below the undersigned's name on the signature page of this Subscription Agreement. (3) Company's Representations and Warranties. The Company represents and warrants to the undersigned subscriber: (A) the information contained in the reports, press releases, and other public information statements distributed by the Company as described in paragraph (1) of this Subscription Agreement contain no untrue statements of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (B) as of the date of the Subscription Agreement, there have been no material, adverse changes in the Company's operations or financial condition since the applicable dates of the aforementioned reports, press releases, and other public information distributed by the Company. (C) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Company has all requisite legal power and authority to own or lease and operate its properties and assets and to carry on its business as now conducted. (D) the execution and delivery of this Agreement by the Company and the performance of the obligations of the Company contemplated hereby have been duly and validly authorized by all necessary corporate action. The Company has the right, power and authority to enter into and perform this Agreement. This Agreement constitutes the valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except to the extent that its enforceability may be subject to limitations imposed by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and to the effect of applicable bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting creditors' rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers. (E) upon issuance with the terms of this Agreement, the Shares will be duly and validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders, the Shares are not subject to preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. (F) the execution and delivery of this Agreement by the Company and the performance of the obligations of the Company contemplated hereby do not and will not, with or without the giving of notice or the lapse of time or both, (1) result in a breach of, of conflict with any terms and provisions of, or constitute a default under, or result in the creation, modification, termination, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any material indenture, mortgage, deed of trust, loan or credit agreement, or any other material agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the material, property or assets of the Company is subject; (2) result in any violation of the provision of the Certificate of Incorporation or the By-laws of the Company; (3) violate any existing applicable law, rule, regulation, judgement, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business; or (4) have a material adverse effect on any material permit, license, certificate, registration, approval, consent, license or franchise concerning the Company. (4) Securities Law Restrictions on Transfers. The undersigned understands that the offer and/or sale of the Shares to the undersigned is not required to be registered under the Securities Act of 1933, as amended (the "Securities Act") by reason of a specific exemption for the offer and sale of the Shares under the provisions of Regulation D promulgated by the Securities and Exchange Commission. The undersigned further understands that, except as provided in paragraph (5) below, the Company has not agreed to register the Shares for distribution and/or resale in accordance with the provisions of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act"), or to register the Shares for distribution and/or resale under any applicable state securities laws. Hence, it is the undersigned's understanding that by virtue of the provisions of certain rules respecting "restricted securities" promulgated under such federal and/or state laws, unless such secondary distribution and/or resale is registered as provided in paragraph (5) below, the Shares which the undersigned is purchasing by virtue of this Subscription Agreement must be held indefinitely and may not be sold, transferred, pledged, hypothecated or otherwise encumbered for value, unless and until such secondary distribution and/or resale is subsequently registered under such federal and/or state securities laws or unless an exemption from registration is available, in which case the undersigned still may be limited as to the amount of the Shares that may be sold, transferred, pledged and/or encumbered for value. The undersigned, therefore, agrees that any certificates evidencing the Shares received by the undersigned by virtue of this Subscription Agreement shall be stamped or otherwise imprinted with a conspicuous legend to give notice of the securities law transfer restrictions set forth herein and the undersigned acknowledges that the Company may cause stop transfer orders to be placed on the undersigned's account. The legend shall be in substantially the following form: NO SALE, OFFER TO SELL, OR TRANSFER OF THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. (5) Registration Rights. (A) "Piggy-Back" Registration. (i) Grant of Right. The holders of these Shares shall have the right for a period of seven years from the date this Subscription Agreement is accepted by the Company to include all or any part of these Shares (collectively, the "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities which can be marketed (a) at a price reasonably related to their then current market value, or (b) without materially and adversely affecting the entire offering, the Company shall nevertheless register all or any portion of the Registrable Securities required to be so registered but such Registrable Securities shall not be sold by the holders until 90 days after the registration statement for such offering has become effective or for such longer period as the managing underwriter may require; and provided further that, if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such period, the number of securities to be sold by all stockholders in such public offering during such period shall be apportioned pro rata among all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all holders of the Registrable Securities. (ii) Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, but the holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding Registrable Securities with not less than thirty days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the holder. The holders of the Registrable Securities shall exercise the "piggy-back" rights provided for herein by giving written notice, within twenty days of the receipt of the Company's notice of its intention to file a registration statement. The Company agrees to use its best efforts to cause the registration statement that is filed to become effective and to qualify or register the Registrable Securities in such states as are reasonably requested by the holders; provided however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (a) the Company to be obligated to register or become licensed to do business in such state, or (b) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the above "piggyback" rights to remain effective for at least nine months from the date that the holders of the Registrable Securities are first given the opportunity to sell all of such securities. (B) General Terms. (i) Indemnification. (a) The Company shall indemnify the holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement. The holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such holders, or their successors or assigns, in writing, for specific inclusion in such registration statement. (b) If any action is brought against a party hereto, ("Indemnified Party") in respect of which indemnity may be sought against the other party ("Indemnifying Party"), such Indemnified Party shall promptly notify Indemnifying Party in writing of the institution of such action and Indemnifying Party shall assume the defense of such action, including the employment and fees of counsel reasonably satisfactory to the Indemnified Party, and the payment of actual expenses. Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense of such action, or (ii) Indemnifying Party shall not have employed counsel to defend such action, or (iii) such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which may result in a conflict between the Indemnified Party and Indemnifying Party (in which case Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events, the reasonable fees and expenses of not more than one additional firm of attorneys designated in writing by the Indemnified Party shall be borne by Indemnifying Party. Notwithstanding anything to the contrary contained herein, if Indemnified Party shall assume the defense of such action as provided above, Indemnifying Party shall not be liable for any settlement of any such action effected without its written consent. (c) If the indemnification or reimbursement provided for hereunder is finally judicially determined by a court of competent jurisdiction to be unavailable to an Indemnified Party (other than as a consequence of a final judicial determination of willful misconduct, bad faith or gross negligence of such Indemnified Party), then Indemnifying Party agrees, in lieu of indemnifying such Indemnified Party, to contribute to the amount paid or payable by such Indemnified Party (i) in such proportion as is appropriate to reflect the relative benefits received, or sought to be received, by Indemnifying Party on the one hand and by such Indemnified Party on the other or (ii) if (but only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of Indemnifying Party and of such Indemnified Party; provided, however, that in no event shall the aggregate amount contributed by a holder exceed the profit, if any, earned by such holder as a result of the sale by him of the underlying shares of Common Stock. (d) The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise. (ii) Documents Delivered to Holders. The Company shall furnish to each holder participating in any of the foregoing offerings and to each Underwriter of any such offering, if any, a signed counterpart, addressed to such holder or Underwriter, of (a) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (b) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such holder shall reasonably request. The cost for the opinion of counsel and the "cold comfort" letter referenced in this section shall be borne equally by the Company and the holder. (6) Notices. All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed to have been duly made on the date of delivery if delivered personally or sent by overnight courier, with acknowledgment of receipt to the party to whom notice is given, or on the fifth day after mailing if mailed to the party to whom notice is to be given, by registered or certified mail, return receipt requested, postage prepaid and properly addressed as follows: (A) if to the registered holder of these Shares, to the address of such holder as shown on the books of the Company, or (B) if to the Company, to its principal executive office. (7) Successors and Assigns. This subscription for Shares and Subscription Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to the successors and assigns of the Company and to the personal and legal representatives of the undersigned, and to the extent applicable, his spouse or children. (8) Applicable Law. Except when an interpretation of a federal and/or state securities laws is necessary or such law governs, this Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York. (9) Certification with Respect to Federal Dividend and Interest Payments: Back-up Withholding Under penalties of perjury, the undersigned, if he is a national or resident of the United States, hereby certifies to the Company as follows: (A) The number shown below is the undersigned's Social Security or other taxpayer identification number and such number is the undersigned's correct taxpayer identification number; and (B) the undersigned is not subject to back-up withholding either because the undersigned has not been notified by the Internal Revenue Service that the undersigned is subject to back-up withholding as a result of failure to report all interest or dividends, or the Internal Revenue Service has notified the undersigned that the undersigned is no longer subject to back-up withholding. IN WITNESS WHEREOF, the undersigned executes and agrees to be bound by this Subscription Agreement by executing the signature page attached hereon on the date thereon indicated. THE INDIVIDUAL SUBSCRIBER SIGNATURE PAGE FOR FIRST PRIORITY GROUP, INC. SUBSCRIPTION AGREEMENT Individual Subscribers Date:____________________ Number of Shares Subscribed for:____________________ Amount of Subscription (at $.50 per share) $_______________ _____________________ __________________________________________ Social Security No. Print Name of Purchaser No. 1 __________________________________________ Signature of Purchaser No. 1 __________________________________________ Street Address __________________________________________ City, State, Zip Code _____________________ __________________________________________ Social Security No. Print Name of Purchaser No. 2 __________________________________________ Signature of Purchaser No. 2 __________________________________________ Street Address __________________________________________ City, State, Zip Code Manner in which Units are to be held (check one): __________ Individual Ownership __________ Tenants-in-Common __________ Joint Tenant with Right of Survivorship __________ Community Property __________ Separate Property __________ Other (please indicate) THE ENTITY SUBSCRIBER SIGNATURE PAGE FOR FIRST PRIORITY GROUP, INC. SUBSCRIPTION AGREEMENT Corporate or other Entity Date:_______________ Number of Shares Subscribed for:____________________ Amount of Subscription (at $.50 per share) $_______________ ____________________ __________________________________________ Federal ID No. Print Name of Entity By:_____________________________ Name: Title: __________________________________________ Street Address __________________________________________ City, State, Zip Code Manner in which Units are to be held (check one): ______________ Partnership ______________ Corporation ______________ Trust ______________ Limited Liability Company ______________ Limited Liability Partnership ______________ Other (please specify) BY SIGNING BELOW THE UNDERSIGNED ACCEPTS THE FOREGOING SUBSCRIPTION AND AGREES TO BE BOUND BY ITS TERMS. FIRST PRIORITY GROUP, INC. By: ______________________________________ Date of Acceptance:___________ Barry Siegel, Co-Chairman of the Board