BRIDGE UNIT PURCHASE AND INVESTOR SUBSCRIPTION AGREEMENT

Exhibit 10.1

WHISPERING OAKS INTERNATIONAL, INC.
(d/b/a/ BioCurex)

BRIDGE UNIT PURCHASE AND INVESTOR SUBSCRIPTION AGREEMENT

          THIS BRIDGE UNIT PURCHASE AND INVESTOR SUBSCRIPTION AGREEMENT (the “Agreement”) is dated as of __________, 2009 between WHISPERING OAKS INTERNATIONAL, INC., a Texas corporation, (the “Company”) and the person whose signature appears below as an Investor (the “Investor” and, together with persons so executing similar agreements, the “Investors”).

          The Company has authorized the issuance and sale (the “Placement”) of up to 18 Units, but not fewer than 14 Units (the “Minimum Units”), each Unit consisting of one Note of $25,000 in principal amount substantially in the form attached to the Memorandum (as defined below) as Exhibit D (each a “Note” and, collectively, the “Notes”); and that number of shares of common stock, par value $.001 per share of the Company (“Common Stock”) as is equal to the principal balance of the Note divided by $0.07 (the “Primary Equity Consideration”). The Notes and the Primary Equity Consideration are herein referred to, collectively, as the “Securities”. The Investor desires to purchase the number of Units set forth on the signature page hereof, and the Company desires to issue and sell such Units to the Investor, on the terms and conditions set forth herein.

          The parties therefore agree as follows:

          1.           Subscription . The Investor, by execution of this Agreement, subscribes for and agrees to purchase from the Company, the number of Units set forth on the signature page hereof for a purchase price of $25,000 per Unit and the Company, by acceptance of this Agreement, agrees to issue and sell that number of Units to the Investor, in each case subject to the terms and conditions of this Agreement.

          2.           Scope of Agreement; Resolution of Inconsistencies . The principal terms described in this Agreement are amplified, and additional terms are contained in Annex A attached hereto and incorporated herein by reference and intended to be a binding part of this Agreement. In the event of a discrepancy between the terms set forth in this Agreement and any provision of Annex A, the terms set forth in this Agreement shall govern and the provisions of Annex A shall be deemed modified to the extent necessary to cause them to be consistent with the terms hereof.

IN WITNESS WHEREOF, this Agreement is hereby duly executed by each party
hereto as of the date first written above.

Acceptance Dated: ____________, 2009

WHISPERING OAKS INTERNATIONAL, INC.

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WHISPERING OAKS INTERNATIONAL, INC.
(d/b/a/ BioCurex)

BRIDGE UNIT PURCHASE AND INVESTOR SUBSCRIPTION AGREEMENT

ANNEX A

          This Annex A sets forth additional terms applicable to the Bridge Unit Purchase and Investor Subscription Agreement to which it is attached (the “Agreement”). Capitalized terms used herein and not herein defined have the meanings ascribed to them in the Agreement.

ARTICLE 1

SUBSCRIPTION

          To solicit the Company’s acceptance of the Investor’s subscription, the Investor should provide an executed copy of the Agreement and a certified or bank cashier’s check in the amount of the purchase price, or concurrently with a wire transfer of the purchase price, in either case as provided in the Instructions attached to the Agreement as Schedule A. Funds so received will be deposited in escrow under the terms of the Escrow Agreement attached to the Memorandum as Exhibit E (the “Escrow Agreement”).

ARTICLE 2

CLOSING; DELIVERY; ADDITIONAL CONSIDERATION

          Section 2.1     Closing . The first closing of the purchase and sale of the Units under the Agreement shall take place on the second business day following acceptance by the Company of subscriptions for not less than the Minimum Units and the satisfaction of the other conditions described herein. Subsequent subscriptions will close promptly following acceptance by the Company of such subscriptions at one or more additional closings (the Closing applicable to the Agreement being referred to as the “Closing”). The Company may reject any subscription for any reason or no reason in its sole discretion.

          Section 2.2     Delivery of Certificates for Securities . Subject to the terms and conditions hereof, at the Closing the Company will deliver the Securities deliverable to the Investor against payment of the purchase price therefor. Certificates for the Securities will be issued in the name, and delivered by deposit thereof in overnight mail to the address of Investor, set forth on the signature page of the Agreement unless another name or method of delivery is agreed. It is understood that such certificates may bear the following legend:

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          Section 2.3     Additional Consideration .

          (a)     If the Company shall not have paid entire principal and accrued interest of the Note on or before the Maturity Date (as defined in the Note), then the Company shall, on the day following the Maturity Date, issue to the Investor, that number of additional shares of Common Stock (the “Additional Securities”) as is equal to the sum of the outstanding principal balance and accrued and unpaid interest thereon as of the Maturity Date divided by the Divisor (as defined below).

          (b)     The “Divisor” shall initially be $0.07; provided, however, in the event of any change in the number of outstanding shares of Common Stock by reason of any stock splits, reverse stock splits, stock dividends or the like, the Divisor shall be correspondingly adjusted pro-rata (e.g., if the Company should declare a twenty percent (20%) stock dividend the Divisor shall be decreased by 20% and if the Company shall have done a 2 for 1 reverse stock split the Divisor shall be increased by 100%, etc.)

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

          Section 3.1     Representations and Warranties of the Company . The Company hereby represents and warrants to the Investor as follows:

          (a)      Placement Memorandum. The information contained in the Private Placement Memorandum, dated August 10, 2009, relating to this Placement (the “Memorandum”) was true and correct in all material respects as of the date thereof and did not omit any information required to make such information not misleading. Since the date of the Memorandum, to the Company’s best knowledge, no event has occurred that has caused such information, taken as a whole, not to present a fair and accurate description of the Company’s business, financial condition and prospects in all material respects.

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          (b)      Authorization . The Company’s execution and delivery of the Agreement, the Notes and the Primary Equity Considerations and its performance of its obligations thereunder has been duly and validly authorized by all required corporate action. The Agreement, the Notes and the Primary Equity Consideration have been validly executed and are legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws relating to creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of the Agreement, the Notes and the Primary Equity Consideration by the Company did not require the consent or approval of any other person, entity or governmental agency that has not been obtained.

          Section 3.2     Representations and Warranties of the Investor . The Investor represents and warrants to the Company as follows:

          (a)      Accredited Investor Status . The Investor is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect by virtue of the reason(s) checked and initialed by the Investor on Schedule B annexed hereto.

          (2)      Purchase Entirely for Own Account . The Securities and the Additional Securities, if any, to be received by the Investor will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise di