Exhibit 10.1

                          U.S. SHARE PRIVATE PLACEMENT
                             SUBSCRIPTION AGREEMENT

                                    BETWEEN:

                             DENARII RESOURCES INC.

                                      AND:

                           THE UNDERSIGNED SUBSCRIBER

                          OXFORD CAPITAL SERVICES INC.
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                          U.S. SHARE PRIVATE PLACEMENT
                             SUBSCRIPTION AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED,  OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO
AN EXEMPTION FROM  REGISTRATION  PERTAINING TO SUCH SECURITIES AND PURSUANT TO A
REPRESENTATION  BY THE SECURITY  HOLDER NAMED HEREON THAT SAID  SECURITIES  HAVE
BEEN ACQUIRED FOR PURPOSES OF INVESTMENT  AND NOT FOR PURPOSES OF  DISTRIBUTION.
THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,  PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF  REGISTRATION,  OR THE  AVAILABILITY OF AN EXEMPTION FROM SUCH
REGISTRATION.  FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS
TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY.  THE
STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE
WITH THE ABOVE INSTRUCTIONS.

                               PRIVATE SHARE ISSUE

To:  DENARII RESOURCES INC. (hereinafter referred to as the "COMPANY"),  with an
     address  for notice and  delivery  located at 510999 West  Hastings  Street
     Vancouver BC V6C 2W2.

     The Company is offering, on a private placement basis, common shares of its
own issue (each being a "SHARE")  to eligible  investors  (each such an investor
who subscribes to this issue by this document is hereinafter  referred to as the
"SUBSCRIBER")  at a  subscription  price of U.S.  $0.10 per Share.  The  Company
offers,  and the Subscriber  accepts,  the Shares on the terms and conditions as
set forth in this subscription agreement (the "AGREEMENT").

                                    ARTICLE 1
                             SUBSCRIPTION FOR SHARES

1.1  SUBSCRIPTION  FOR SHARES.  Based upon the  hereinafter  terms,  conditions,
representations,  warranties and covenants given by each party to the other, the
Subscriber  hereto  hereby  irrevocably  subscribes  for and agrees to  purchase
100,000 COMMON SHARES of the Company,  at a subscription price of U.S. $0.10 per
Share, for aggregate consideration of U.S. $10,000 (the "SUBSCRIPTION PRICE").

1.2 ACCEPTANCE OF  SUBSCRIPTION.  The Company,  upon  acceptance by its Board of
Directors (the "BOARD") of all or part of this subscription Agreement, agrees to
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issue the accepted number of Shares,  as fully paid and  nonassessable,  and as
consideration  for the  Subscriber's  subscription,  and to  refund  any  excess
subscription  monies of the Subscription  Price of any  nonaccepted  portion of
this subscription Agreement by the Board.

1.3 SUBSCRIBER'S ELIGIBILITY FOR SUBSCRIPTION.  The Subscriber acknowledges that
the Subscriber is purchasing the Shares on a private basis and is either:

     (a)  an eligible investor under the Subscriber's domicile laws; or

     (b)  is subscribing for a value in Shares constituting an exempt investment
          under the laws of the Subscriber's domicile; or

     (c)  is subscribing  pursuant to a qualifying  offering  memorandum and the
          terms thereof; or

     (d)  is otherwise an eligible  investor under the laws of the  Subscriber's
          domicile by virtue of the Subscriber's  wealth,  income and investment
          knowledge and capacity.

1.4 RISKS OF SUBSCRIPTION. The Subscriber acknowledges that no party independent
of the  Company  has made or will make any  opinion  or  representations  on the
merits or risks of an  investment  in any of the Shares unless sought out by the
Subscriber; which the Subscriber is encouraged to do.

                                    ARTICLE 2
                 UNITED STATES ACCREDITED INVESTOR DECLARATIONS

2.1  SUBSCRIBER'S  DECLARATIONS  AS AN "ACCREDITED  INVESTOR".  The  undersigned
Subscriber  warrants  and  certifies  that  the  Subscriber  is  an  "Accredited
Investor",  as that term is defined in REGULATION D promulgated under the United
States  SECURITIES  ACT OF 1933, as amended (the "U.S.  ACT"),  by virtue of the
Subscriber's qualification under one or more of the following categories {please
check the appropriate box or boxes where applicable}:

     [ ] The  Subscriber is a natural person whose  individual net worth,  or
         joint net worth with that person's spouse, exceeds U.S. $1,000,000.

     [ ] The Subscriber is a natural  person who had an individual  income in
         excess of U.S.  $200,000 in each of the two most recent years or joint

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         income with the Subscriber's spouse in excess of U.S. $300,000 in each
         of those years and has a reasonable  expectation  of reaching the same
         income level in the current year.

     [ ] The Subscriber is a corporation,  organization  described in section
         501(c)(3) of the United States INTERNAL  REVENUE CODE,  Massachusetts,
         or similar business trust or partnership,  not formed for the specific
         purpose of acquiring  the Shares,  with total assets in excess of U.S.
          $5,000,000.

     [ ] The  Subscriber  is a trust,  with  total  assets  in excess of U.S.
         $5,000,000,  not formed for the  specific  purpose  of  acquiring  the
         Shares, whose purchase is directed by a sophisticated person.

     [ ] The Subscriber is a director or executive officer of the Company.

     [ ] The Subscriber is a "private business  development  company" as that
         term is defined in section  202(a)(22) of the United States INVESTMENT
         ADVISERS ACT OF 1940.

     [ ] The Subscriber is either: (a) a "bank" as defined in section 3(a)(2)
         of  the  U.S.  Act,  or a  "savings  and  loan  association  or  other
         institution" as defined in section 3(a)(5)(A) of the U.S. Act, whether
         acting in its  individual  or fiduciary  capacity;  or (b) a broker or
         dealer  registered  pursuant  to  section  15  of  the  United  States
         SECURITIES  EXCHANGE  ACT OF 1934;  or (c) an  "insurance  company" as
         defined in section 2(13) of the U.S. Act; or (d) an investment company
         registered under the United States INVESTMENT COMPANY ACT OF 1940 or a
         "business  development  company" as defined in section 2(a)(48) of the
         United States INVESTMENT  COMPANY ACT OF 1940; or (e) a small business
         investment  company  licensed  by the United  States  "Small  Business
         Administration"  under  either  of  subsections  301(c)  or (d) of the
         United  States SMALL  BUSINESS  INVESTMENT  ACT OF 1958; or (f) a plan
         established and maintained by a state, its political subdivisions,  or
         any   agency  or   instrumentality   of  a  state  or  its   political
         subdivisions, for the benefit of its employees, if such plan has total
         assets in excess of U.S.  $5,000,000;  or (g) an employee benefit plan
         within the meaning of the United  States  EMPLOYEE  RETIREMENT  INCOME
         SECURITY  ACT OF 1974,  if the  investment  decision is made by a plan
         fiduciary as defined in section  3(21) of the United  States  EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974 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
         U.S. $5,000,000 or, if a selfdirected plan, with investment  decisions
         made solely by persons that are accredited investors.

     [ ] The  Subscriber  is an entity in which all of the equity  owners are
         accredited  investors  under one or more of the  categories  set forth
         hereinabove.

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                                    ARTICLE 3
             RESTRICTED SECURITIES AND DISPOSITION UNDER "RULE 144"

3.1 NO  REGISTRATION.  The Subscriber  acknowledges and understands that neither
the sale of the Shares which the  Subscriber  is acquiring nor any of the Shares
themselves have been registered under the U.S. Act or any state securities laws,
and, furthermore,  that the Shares must be held indefinitely unless subsequently
registered  under  the  U.S.  Act or an  exemption  from  such  registration  is
available.

3.2 LEGENDING OF THE SHARES.  The Subscriber also  acknowledges  and understands
that the certificates representing the Shares will be stamped with the following
legend  (or  substantially  equivalent  language)  restricting  transfer  in the
following manner:

     "The securities  represented by this  certificate  have not been registered
     under the United States Securities Act of 1933, as amended,  or the laws of
     any state, and have been issued pursuant to an exemption from  registration
     pertaining  to such  securities  and  pursuant to a  representation  by the
     security  holder named hereon that said  securities  have been acquired for
     purposes  of  investment  and  not  for  purposes  of  distribution.  These
     securities may not be offered, sold,  transferred,  pledged or hypothecated
     in the absence of  registration,  or the  availability of an exemption from
     such  registration.  Furthermore,  no  offer,  sale,  transfer,  pledge  or
     hypothecation  is to take  place  without  the prior  written  approval  of
     counsel  to the  Company  being  affixed  to this  certificate.  The  stock
     transfer agent has been ordered to effectuate transfers of this certificate
     only in accordance with the above instructions.".

     The  Subscriber  hereby  consents to the  Company  making a notation on its
records or giving  instructions  to any transfer agent of the Shares in order to
implement the restrictions on transfer set forth and described hereinabove.

3.3 DISPOSITION UNDER RULE 144. The Subscriber also acknowledges and understands
that:

     (a)  the Shares are  restricted  securities  within the meaning of Rule 144
          promulgated under the U.S. Act;

     (b)  the exemption from  registration  under Rule 144 will not be available
          in any  event  for at least  one year  from the date of  purchase  and
          payment  of the  Shares by the  Subscriber,  and even then will not be
          available  unless  (i) a public  trading  market  then  exists for the
          common stock of the Company, (ii) adequate information  concerning the
          Company is then  available  to the public  and (iii)  other  terms and
          conditions of Rule 144 are complied with; and

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     (c)  any sale of the Shares may be made by the  Subscriber  only in limited
          amounts in accordance with such terms and conditions.

3.4 FURTHER RESTRICTIONS ON DISPOSITION. The Subscriber further acknowledges and
understands  that,   without  in  anyway  limiting  the   acknowledgements   and
understandings  as  set  forth  hereinabove,  the  Subscriber  agrees  that  the
Subscriber  shall in no event make any  disposition of all or any portion of the
Shares which the Subscriber is acquiring hereunder unless and until:

     (a)  there is then in effect a "REGISTRATION  STATEMENT" under the U.S. Act
          covering such proposed  disposition  and such  disposition  is made in
          accordance with said Registration Statement; or

     (b)  (i) the  Subscriber  shall have  notified  the Company of the proposed
          disposition  and shall  have  furnished  the  Company  with a detailed
          statement of the circumstances  surrounding the proposed  disposition,
          (ii) the  Subscriber  shall have furnished the Company with an opinion
          of the  Subscriber's  own counsel to the effect that such  disposition
          will not require  registration  of any such Shares  under the U.S. Act
          and (iii) such  opinion of the  Subscriber's  counsel  shall have been
          concurred  in by counsel for the  Company  and the Company  shall have
          advised the Subscriber of such concurrence.

                                    ARTICLE 4
              METHOD OF SUBSCRIPTION AND ACCEPTANCE BY THE COMPANY

4.1 METHOD OF SUBSCRIPTION.  It is hereby acknowledged and agreed by the parties
hereto that any subscription for Shares shall be made by the Subscriber:

     (a)  by faxing to the Company,  at (604) 6857551,  a completed copy of this
          Agreement together with an executed copy of the signature page of this
          Agreement; and

     (b)  by delivering to the Company, at 999 West Hastings Street,  Vancouver,
          BC, V6C 2W2, an originally  executed copy of this completed  Agreement
          together with payment for the exact Subscription Price for such Shares
          in the following manner:

          (i)  by delivery  to the  Company's  above  address of a bank draft or
               cashier's cheque for the exact Subscription Price for the Shares;
               or

          (ii) by wire transfer to the Company of the exact  Subscription  Price
               for the Shares.

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4.2 ACCEPTANCE OF SUBSCRIPTION  OR RETURN OF SUBSCRIPTION  PRICE BY THE COMPANY.
The Subscriber acknowledges that the Company will be accepting subscriptions for
Shares on a first come, first serve,  basis. As a consequence the Company,  upon
acceptance  by its  Board  of all or part of this  subscription  Agreement  (the
"ACCEPTANCE"),  hereby agrees to issue the accepted  number of Shares,  as fully
paid and nonassessable, and as consideration for the Subscriber's subscription,
and to refund any excess  subscription  monies of the Subscription  Price of any
nonaccepted portion of this subscription Agreement by the Board. In this regard
the  Subscriber  acknowledges  that,  although  Shares  may be  issued  to other
purchasers  concurrently  with the  Company's  Acceptance of all or part of this
subscription Agreement,  there may be other sales of Shares by the Company, some
or all of which may close before or after the Acceptance  herein. The Subscriber
further  acknowledges that there is a risk that insufficient funds may be raised
by the Company upon the Company's Acceptance of all or part of this subscription
Agreement to fund the  Company's  objectives  and that further  closings may not
take place after Acceptance herein.

4.3  DELIVERY  OF SHARE  CERTIFICATE.  The  Company,  agrees to  deliver  to the
Subscriber a certificate representing the accepted number of Shares purchased by
the Subscriber under this  subscription  Agreement and registered in the name of
the Subscriber.

                                    ARTICLE 5
             INVESTMENT SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND
               GENERAL SUBSCRIBER ACKNOWLEDGEMENTS AND WARRANTIES

5.1 DESCRIPTION OF THE SHARES.  The Company is issuing Shares at a price of U.S.
$0.10 per Share.  The Shares are a part of the common  shares of the Company and
such  common  shares  are the only  class of  shares  of the  Company  presently
authorized.  Copies of the  constating  documents of the Company  describing the
common shares and the rights of shareholders are available upon request.

5.2  USE  OF  FUNDS  FOR  THE  SHARES  AND  RELEASE  THEREFORE.  The  Subscriber
acknowledges and agrees that the Subscription  Price funds to be raised from the
Shares are to be employed  for the  business of the Company in  accordance  with
management's  discretion  as to the  best  use of the  same  for  the  Company's
business plans. The Company reserves the right at any time to alter its business
plans in accordance with  management's  appreciation of the market for the goods
and services of the Company.  Without in any manner  limiting the  generality of
the  foregoing,   the  Subscriber  hereby   acknowledges  and  agrees  that,  in
consideration,  in part, of the Company's within Acceptance of this subscription
and agreement to issue Shares of the Company consequent thereon,  the Subscriber
hereby does hereby release, remise and forever discharge each of the Company and
its respective directors,  officers, employees,  solicitors,  agents, executors,
administrators,  successors  and  assigns,  of and from all manner of action and
actions,  causes of action,  suits,  debts, dues,  accounts,  bonds,  covenants,
contracts,  claims, damages and demands, whether known or unknown,  suspected or
unsuspected and whether at law or in equity, which against either of the Company

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and/or any of its respective directors, officers, employees, solicitors, agents,
executors, administrators,  successors and assigns, the Subscriber ever had, now
has, or which any of the Subscriber's  respective  successors or assigns, or any
of them  hereafter  can,  shall or may have by reason of any matter arising from
the within use of funds (collectively, the "RELEASE"). The Subscriber shall hold
harmless and indemnify the Company from and against,  and shall  compensate  and
reimburse  the same for, any loss,  damage,  claim,  liability,  fee  (including
reasonable  attorneys' fees),  demand, cost or expense (regardless of whether or
not such loss, damage, claim, liability, fee, demand, cost or expense relates to
a thirdparty claim) that is directly or indirectly  suffered or incurred by the
Company,  or to which the Company becomes  subject,  and that arises directly or
indirectly  from,  or relates  directly or indirectly  to, any  inaccuracy in or
breach of any representation, warranty, covenant or obligation of the Subscriber
contained in this Release and Agreement.  This Release is  irrevocable  and will
not terminate in any circumstances.

5.3 THE  SUBSCRIBER'S  ACKNOWLEDGMENTS.  The Subscriber  acknowledges and agrees
that:

     (a)  FURTHER  FINANCINGS:  the Company may issue further  offers similar to
          the within which may bear higher or lower prices (as determined by the
          Company in accordance with its appreciation of market conditions). The
          Company may, and will,  acquire debt and/or  equity  financings in the
          future  required or advisable in the course of the Company's  business
          development;

     (b)  WITHDRAWAL  OR  REVOCATION:  this  Agreement  is  given  for  valuable
          consideration  and shall not be withdrawn or revoked by the Subscriber
          once tendered to the Solicitors with the Subscription Price;

     (c)  AGREEMENT TO BE BOUND: the Subscriber hereby specifically agrees to be
          bound by the terms of this Agreement as to all particulars  hereof and
          hereby reaffirms the  acknowledgments,  representations  and powers as
          set forth in this Agreement;

     (d)  RELIANCE ON SUBSCRIBER'S  REPRESENTATIONS:  the Subscriber understands
          that the Company will rely on the acknowledgments, representations and
          covenants of the Subscriber  contained herein in determining whether a
          sale of the Shares to the Subscriber is in compliance  with applicable
          securities  laws.  The Subscriber  warrants that all  acknowledgments,
          representations and covenants are true and accurate; and

     (e)  WAIVER OF PREEMPTIVE RIGHTS: the Subscriber hereby grants, conveys and
          vests unto the President of the Company, or unto such other nominee or
          nominees  of the  President  of the  Company as the  President  of the
          Company may determine from time to time, in the  President's  sole and
          absolute discretion,  as the Subscriber's power of attorney solely for

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          the  purpose  of  waiving  any prior or  preemptive  rights  which the
          Subscriber  may have to further  issues of equity by the Company under
          applicable corporate and securities laws.

5.4  THE  SUBSCRIBER'S  REPRESENTATIONS,   WARRANTIES  AND  UNDERSTANDINGS.  The
Subscriber acknowledges,  represents and warrants to the Company and understands
that:

     (a)  EXPERIENCE:  the Subscriber has the requisite knowledge and experience
          in financial and business matters for properly evaluating the risks of
          an investment in the Company;

     (b)  INFORMATION: the Subscriber has received all information regarding the
          Company reasonably requested by the Subscriber;

     (c)  RISK:  the  Subscriber  understands  that an investment in the Company
          involves  certain  risks  of  which  the  Subscriber  has  taken  full
          cognizance, and which risks the Subscriber fully understands;

     (d)  ADEQUACY OF INFORMATION: the Subscriber has been given the opportunity
          to ask  questions  of,  and  to  receive  answers  from,  the  Company
          concerning  the terms and  conditions  of the  offering  and to obtain
          additional  information  necessary  to  verify  the  accuracy  of  the
          information  contained in the information described in paragraph "(b)"
          hereinabove,  or such other  information as the Subscriber  desired in
          order to evaluate an investment in the Company;

     (e)  RESIDENCY: the residence of the Subscriber as set forth hereinbelow is
          the true and correct  residence of the  Subscriber  and the Subscriber
          has no present  intention of becoming a resident or domiciliary of any
          other State or jurisdiction;

     (f)  INDEPENDENT  INVESTIGATION:  in  making a  decision  to  invest in the
          Company   the   Subscriber   has  relied   solely   upon   independent
          investigations  made  by  the  Subscriber,   and  the  particular  tax
          consequences  arising  from an  investment  in the Company will depend
          upon the Subscriber's individual circumstances;

     (g)  PRINCIPAL:  the  Subscriber is purchasing  the Shares as principal for
          the  Subscriber's  own  account  and not for the  benefit of any other
          person,  except as otherwise stated herein, and not with a view to the
          resale or distribution of all or any of the Shares;

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     (h)  DECISION TO  PURCHASE:  the decision of the  Subscriber  to enter into
          this Agreement and to purchase  Shares  pursuant hereto has been based
          only on the  representations  of  this  Agreement  and any  collateral
          business plan or offering  memorandum  provided herewith or based upon
          the Subscriber's relationship with a director and/or senior officer of
          the  Company.  It is not made on  other  information  relating  to the
          Company and not upon any oral  representation  as to fact or otherwise
          made  by or on  behalf  of  the  Company  or  any  other  person.  The
          Subscriber  agrees  that the  Company  assumes  no  responsibility  or
          liability  of any nature  whatsoever  for the  accuracy,  adequacy  or
          completeness of any business plan  information  which has been created
          based upon the Company's  management  experience.  In particular,  and
          without  limiting the  generality  of the  foregoing,  the decision to
          subscribe for Shares has not been influenced by:

          (i)  newspaper, magazine or other media articles or reports related to
               the Company or its business;

          (ii) promotional literature or other materials used by the Company for
               sales or marketing purposes; or

          (iii)any  representations,  oral or  otherwise,  that the Company will
               become  a  listed  company,  that  any  of  the  Shares  will  be
               repurchased or have any  guaranteed  future  realizable  value or
               that there is any  certainty  as to the success of the Company or
               the liquidity or value of any of the Shares;

     (i)  ADVERTISEMENTS:  the Subscriber  acknowledges  that the Subscriber has
          not  purchased  Shares  as a result  of any  general  solicitation  or
          general advertising,  including advertisements,  articles,  notices or
          other communications  published in any newspaper,  magazine or similar
          media or broadcast over radio or television, or any seminar or meeting
          whose  attendees have been invited by general  solicitation or general
          advertising;

     (j)  INFORMATION NOT RECEIVED: the Subscriber has not received, nor has the
          Subscriber  requested,  nor  does  the  Subscriber  have  any  need to
          receive,  any offering  memorandum or any other  document  (other than
          financial  statements  or any other  document  the content of which is
          prescribed  by statute or  regulation)  describing  the  business  and
          affairs of the Company  which has been  prepared  for delivery to, and
          review by, prospective purchasers in order to assist them in making an
          investment  decision in respect of the Shares,  and the Subscriber has
          not become aware of any  advertisement in printed media of general and
          regular  paid  circulation,  radio or  television  with respect to the
          distribution of the Shares;

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     (k)  INFORMATION RECEIVED: the Subscriber has had access to such additional
          information,  if any,  concerning  the Company as the  Subscriber  has
          considered  necessary in connection with the  Subscriber's  investment
          decision to acquire the Shares;

     (l)  SATISFACTION WITH INFORMATION  RECEIVED:  the Subscriber  acknowledges
          that, to the Subscriber's satisfaction:

          (i)  the  Subscriber  has either  had access to or has been  furnished
               with sufficient  information  regarding the Company and the terms
               of this investment transaction to the Subscriber's satisfaction;

          (ii) the Subscriber has been provided the opportunity to ask questions
               concerning  this   investment   transaction  and  the  terms  and
               conditions  thereof and all such  questions have been answered to
               the Subscriber's satisfaction; and

          (iii)the  Subscriber has been given ready access to and an opportunity
               to review any information,  oral or written,  that the Subscriber
               has  requested,  in  particular  to any  offering  memorandum  or
               business plan of the Company, if available  concurrent with or as
               a part of this Agreement;

     (m)  RELIANCE  OF  REPRESENTATIVE:   the  Subscriber,   by  reason  of  the
          Subscriber's  knowledge  and  experience  in  financial  and  business
          matters,  is  capable  of  evaluating  the  risks  and  merits  of  an
          investment  in the Shares or, if the  Subscriber  is relying  upon the
          investment advice of a representative  who has advised the undersigned
          in  connection  with  this  investment  (the  "REPRESENTATIVE"),   the
          undersigned  believes  the  Representative  to  be  sophisticated  and
          competent in the area of investment  advice and analysis and therefore
          capable of  evaluating  the risks and merits of an  investment  in the
          Shares;

     (n)  ECONOMIC  RISK:  the  Subscriber  has such knowledge and experience in
          financial  and  business  affairs as to be capable of  evaluating  the
          merits and risks of the  Subscriber's  investment in and to any of the
          Shares,  and the  Subscriber  is able to bear the  economic  risk of a
          total loss of the Subscriber's investment in and to any of the Shares;

     (o)  SPECULATIVE INVESTMENT:  the Subscriber understands that an investment
          in any of the Shares is a speculative  investment and that there is no
          guarantee of success of the Company's management's plans. Management's
          plans are an effort  to apply  present  knowledge  and  experience  to
          project  a future  course  of  action  which is hoped  will  result in

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          financial  success employing the Company's assets and with the present
          level of  management's  skills and of those whom the Company will need
          to attract  (which  cannot be  assured).  Additionally,  all plans are
          capable of being  frustrated by new or unrecognized  or  unappreciated
          present or future circumstances which can typically not be accurately,
          or at all, predicted;

     (p)  ADDRESS:  the  Subscriber  is  resident as set out on the last page of
          this Agreement as the "Subscriber's  Address",  and the address as set
          forth  on the last  page of this  Agreement  is the  true and  correct
          address of the Subscriber;

     (q)  RISK AND RESALE RESTRICTION:  the Subscriber is aware of the risks and
          other  characteristics  of  the  Shares  and  of  the  fact  that  the
          Subscriber  will not be able to resell the Shares except in accordance
          with the applicable securities legislation and regulatory policy;

     (r)  REPRESENTATIONS AS TO RESALE: no person has made to the Subscriber any
          written or oral representations:

          (i)  that any person will resell or repurchase any of the Shares;

          (ii) that any person will refund the purchase of any of the Shares;

          (iii) as to the future price or value of any of the Shares; or

          (iv) that any of the Shares  will be listed and posted for  trading on
               any stock exchange,  overthecounter  or bulletin board market, or
               that application has been made to list and post any of the Shares
               for  trading on any stock  exchange,  overthecounter  or bulletin
               board market; and

               the  Subscriber  will not resell the Shares  except in accordance
               with the  provisions of  applicable  securities  legislation  and
               stock  exchange,  overthecounter  and/or  bulletin  board  market
               rules;

     (s)  REPORTS  AND  UNDERTAKINGS:   if  required  by  applicable  securities
          legislation,  policy or order or by any securities  commission,  stock
          exchange or other  regulatory  authority,  the Subscriber will execute
          and otherwise assist the Company in filing such reports,  undertakings
          and other documents as may be reasonably  required with respect to the
          issue of the Shares;

                                       11
<PAGE>
     (t)  RESALE RESTRICTIONS:  the Subscriber has been independently advised as
          to the  applicable  hold  period  imposed  in respect of the Shares by
          securities  legislation in the  jurisdiction in which the Subscriber's
          resides and confirms that no  representation  has been made respecting
          the  applicable  hold periods for the Shares and is aware of the risks
          and  other  characteristics  of the  Shares  and of the fact  that the
          Subscriber  may not be able to resell the Shares  except in accordance
          with the applicable  securities  legislation and regulatory policy. In
          this regard the Subscriber  agrees that if the  Subscriber  decides to
          offer,  sell or otherwise  transfer  any of the Shares the  Subscriber
          will  not  offer,  sell or  otherwise  transfer  any of  such  Shares,
          directly or indirectly, unless:

          (i)  the sale is to the Company; or

          (ii) the sale is made outside the United States in compliance with the
               requirements  of Rule 904 of  Regulation S under the U.S. Act and
               in compliance with applicable state securities laws; or

          (iii)the  sale is made  pursuant  to an  exemption  from  registration
               under the U.S.  Act  provided by Rule 144  thereunder  and as set
               forth  in  Article  "3"  hereinabove,   if  applicable,   and  in
               compliance with applicable state securities laws; or

          (iv) with the prior written  consent of the Company,  the sale is made
               pursuant to another applicable  exemption from registration under
               the U.S. Act and in compliance with applicable  state  securities
               laws;

     (u)  NO PROSPECTUS  FILING:  the  Subscriber  acknowledges  that this is an
          offering  made on a private  basis  without a  prospectus  and that no
          federal,  state,  provincial  or other  agency has made any finding or
          determination  as to  the  merits  of  the  investment  nor  made  any
          recommendation or endorsement of the Shares, and that:

          (i)  the  Subscriber  may be or is  restricted  from using most of the
               civil remedies available under applicable securities legislation;
               and

          (ii) the  Company is  relieved  from  certain  obligations  that would
               otherwise apply under applicable securities legislation;

     (v)  CONFIDENTIALITY:   the  Subscriber   understands  that  the  Company's
          business plan and this Agreement are  confidential.  Furthermore,  the

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<PAGE>
          Subscriber has not distributed such, or divulged the contents thereof,
          to  anyone  other  than  such  legal  or  financial  advisors  as  the
          Subscriber  has  deemed   desirable  for  purposes  of  evaluating  an
          investment in the Shares,  and the  Subscriber has not made any copies
          thereof except for the Subscriber's own records;

     (w)  AGE OF MAJORITY:  the Subscriber,  if an individual,  has attained the
          age of majority and is legally competent to execute this Agreement and
          to take all actions required pursuant hereto;

     (x)  AUTHORIZATION  AND  FORMATION  OF  SUBSCRIBER:  the  Subscriber,  if a
          corporation,  partnership,  trust or other form of business entity, is
          authorized  and  otherwise  duly  qualified  to purchase  and hold the
          Shares,  and such entity has not been formed for the specific  purpose
          of acquiring  Shares in this issue.  If the  Subscriber  is one of the
          aforementioned  entities it hereby  agrees  that,  upon request of the
          Company,  it will  supply  the  Company  with any  additional  written
          information  that may be requested by the  Company.  In addition,  the
          entering  into of this  Agreement  and the  transactions  contemplated
          hereby  will not  result in the  violation  of any of the terms of and
          provisions of any law applicable to, or the constating documents, if a
          corporation,  of, the Subscriber or of any agreement, written or oral,
          to which the  Subscriber may be a party or by which the Subscriber may
          be bound;

     (y)  LEGAL OBLIGATION: this Agreement has been duly and validly authorized,
          executed and delivered by and constitutes a legal, valid,  binding and
          enforceable obligation of the Subscriber;

     (z)  LEGAL  AND  TAX  CONSEQUENCES.  the  Subscriber  acknowledges  that an
          investment in the securities of the Company may have tax  consequences
          to the Subscriber under applicable law, which the Subscriber is solely
          responsible for determining,  and the Subscriber also acknowledges and
          agrees that the Subscriber is responsible  for obtaining its own legal
          and tax advice;

     (aa) COMPLIANCE  WITH  APPLICABLE  LAWS: The Subscriber  knows of no reason
          (and is sufficiently knowledgeable to determine the same or has sought
          legal advice) why the delivery of this Agreement, the acceptance of it
          by the Company and the issuance of the Shares to the  Subscriber  will
          not comply with all applicable laws of the  Subscriber's  jurisdiction
          of residence  or  domicile,  and all other  applicable  laws,  and the
          Subscriber has no reason to believe that the Subscriber's subscription
          hereby  will cause the  Company to become  subject to or  required  to
          comply with any disclosure, prospectus or reporting requirements or to
          be  subject  to any  civil or  regulatory  review  or  proceeding.  In
          addition,  the Subscriber  will comply with all applicable  securities
          laws and will  assist the Company in all  reasonable  manner to comply
          with all applicable securities laws; and

                                       13
<PAGE>
     (ab) ENCUMBRANCE  OR  TRANSFER  OF SHARES:  the  Subscriber  will not sell,
          assign,  gift,  pledge or encumber in any manner whatsoever any of the
          Shares herein  subscribed for without the prior written consent of the
          Company and in accordance with applicable securities legislation.

5.5 RELIANCE ON SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.
The Subscriber understands that the Company will rely on the representations and
warranties of the Subscriber herein in determining  whether a sale of the Shares
to the  Subscriber  is in  compliance  with  federal  and  applicable  state and
provincial  securities  laws.  The  Subscriber  hereby  agrees to indemnify  the
Company and its affiliates and hold the Company and its affiliates harmless from
and against any and all liability, damage, cost or expense (including reasonable
attorney's fees) incurred on account of or arising out of: (i) any inaccuracy in
the Subscriber's  acknowledgements,  representations  or warranties set forth in
this  Agreement;  (ii) the disposition of any of the Shares which the Subscriber
will receive, contrary to the Subscriber's acknowledgements,  representations or
warranties in this  Agreement or otherwise;  (iii) any suit or proceeding  based
upon the claim that such  acknowledgments,  representations  or warranties  were
inaccurate  or misleading  or otherwise  cause for obtaining  damages or redress
from the Company or its affiliates; and (iv) the Subscriber's failure to fulfill
any or all of the Subscriber's obligations herein.

5.6  CHANGE  IN  SUBSCRIBER'S   REPRESENTATIONS  AND  WARRANTIES.   All  of  the
information set forth  hereinabove with respect to the Subscriber and including,
without  limitation,  the  acknowledgements,  representations and warranties set
forth  hereinabove,  is correct and complete as of the date hereof and, if there
should be any material  change in such  information  prior to the  acceptance of
this  subscription by the Company,  the Subscriber will immediately  furnish the
revised or corrected information to the Company.

                                    ARTICLE 6
                     COMPANY REPRESENTATIONS AND WARRANTIES

6.1  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company  acknowledges,
represents and warrants to and with the Subscriber that:

     (a)  STANDING:  the  Company  is a valid and  subsisting  corporation  duly
          incorporated  and in good standing under the laws of the  jurisdiction
          in which it is incorporated, continued or amalgamated;

     (b)  BUSINESS:  the  Company is duly  registered  and  licensed to carry on
          business in the  jurisdictions in which it carries on business or owns
          property where so required by the laws of that jurisdiction;

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<PAGE>
     (c)  RESERVATION  OF  SHARES:   the  Company  will  reserve  or  set  aside
          sufficient  shares  in its  treasury  to issue to the  Subscriber  the
          Shares  if  the  Company  accepts  all  or  any  part  of  the  within
          subscription;

     (d)  SUBSCRIPTION  MATERIALS:  this  subscription  Agreement  and all other
          written or oral  representations made by the Company to the Subscriber
          in connection with the within  subscription for Shares are and will be
          accurate  in all  material  respects  and do not and will not omit any
          fact,  the  omission  of which does or will make such  representations
          misleading or incorrect;

     (e)  COMPLIANCE WITH SECURITIES  LEGISLATION:  the Company has complied and
          will comply fully with the  requirements  of all applicable  corporate
          and  securities  laws and  administrative  policies and  directions in
          relation to the issue and trading of its securities and in all matters
          relating to the within subscription;

     (f)  COMPLIANCE WITH CORPORATE MATERIALS:  the issue and sale of the Shares
          by the Company does not and will not conflict  with,  and does not and
          will not  result in a breach  of,  any of the  terms of the  Company's
          incorporating  documents or any  agreement or  instrument to which the
          Company is a party;

     (g)  CORPORATE  AUTHORITY:  this  Agreement  has  been  or  will  be,  when
          accepted,  duly  authorized by all necessary  corporate  action on the
          part of the  Company,  and the  Company has full  corporate  power and
          authority to undertake the within subscription for Shares; and

     (h)  RESTRICTIONS  ON  SHARES:  no order  ceasing,  halting  or  suspending
          trading in securities of the Company or  prohibiting  the sale of such
          securities has been issued to and is  outstanding  against the Company
          or any of its  directors,  officers or  promoters or against any other
          companies that have common  directors,  officers or promoters,  and no
          investigations  or  proceedings  for  such  purposes  are  pending  or
          threatened.

6.2  RELIANCE  ON  COMPANY'S  REPRESENTATIONS  AND  WARRANTIES.  The  Subscriber
acknowledges  that no information or  representation  concerning the Company has
been provided to the Subscriber  other than those  contained in this  Agreement,
and that the  Subscriber  is relying  entirely  upon this  Agreement.  Any other
information  given  or  statement  made is given or made  without  liability  or
responsibility howsoever arising on the part of the Company. No person acting as
agent of the Company has any  authority  to make or give any  representation  or
warranty  whatsoever  in  relation  to the  Company  or  the  Shares.  Any  such
information  given  or  statement  made is given or made  without  liability  or

                                       15
<PAGE>
responsibility  howsoever arising on the part of the Company, and the Subscriber
hereby releases the Company from any claims that may arise in respect thereof.

                                    ARTICLE 7
                               GENERAL PROVISIONS

7.1 ADDRESS FOR DELIVERY. Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be sent
by delivery  (electronic or otherwise) or prepaid registered mail deposited in a
post office in Canada  addressed to the Subscriber or the Company at the address
specified in this Agreement. The date of receipt of such notice, demand or other
communication  shall be the date of delivery thereof if delivered,  or, if given
by registered  mail as aforesaid,  shall be deemed  conclusively to be the fifth
day after the same shall have been so mailed, except in the case of interruption
of postal services for any reason whatsoever,  in which case the date of receipt
shall be the date on which the notice, demand or other communication is actually
received by the  addressee.  Either  party may at any time and from time to time
notify the other  party in writing of a change of address and the new address to
which notice shall be given to it thereafter until further change.

7.2  SEVERABILITY  AND  CONSTRUCTION.   Each  Article,   section,   subsection,
paragraph,  subparagraph, term and provision of this Agreement, and any portion
thereof,  shall be considered severable,  and if, for any reason, any portion of
this Agreement is determined to be invalid,  contrary to or in conflict with any
applicable  present or future law,  rule or  regulation,  that ruling  shall not
impair the operation of, or have any other effect upon,  such other  portions of
this Agreement as may remain otherwise  intelligible  (all of which shall remain
binding on the parties and  continue to be given full force and  agreement as of
the date upon which the ruling becomes final).

7.3 GENDER AND NUMBER.  This  Agreement is to be read with all changes in gender
or number as required by the context.

7.4 TIME OF THE ESSENCE. Time is of the essence of this Agreement.

7.5  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of  Nevada,  U.S.A.,  and the laws of the
United States applicable  therein.  Any dispute regarding matters as between the
Subscriber and the Company,  whether as a subscriber or shareholder  and whether
arising under this Agreement or pursuant to shareholder  rights  pursuant to the
constating  documents of the Company or applicable  law, shall be adjudicated in
the  Courts of the State of  Nevada,  U.S.A.  unless the  Company  shall  permit
otherwise.

7.6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The covenants,  representations
and warranties  contained  herein shall survive the closing of the  transactions
contemplated hereby.

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<PAGE>
7.7 COUNTERPARTS.  This Agreement may be signed by the parties hereto in as many
counterparts as may be necessary,  each of which so signed shall be deemed to be
an original,  and such  counterparts  together shall constitute one and the same
instrument and  notwithstanding the date of execution will be deemed to bear the
execution  date as set  forth  in this  Agreement.  This  Agreement  may also be
executed and exchanged by facsimile and such facsimile copies shall be valid and
enforceable agreements.

7.8  ENTIRE  AGREEMENT  AND  AMENDMENTS.  This  Agreement  constitutes  the only
agreement  between the parties  with  respect to the subject  matter  hereof and
shall supersede any and all prior negotiations and understandings.  There are no
collateral  agreements  or  understandings  hereto and this  Agreement,  and the
documents  contemplated  herein,   constitutes  the  totality  of  the  parties'
agreement.  This  Agreement may be amended or modified in any respect by written
instrument only.

7.9 SUCCESSORS AND ASSIGNS.  The terms and provisions of this Agreement shall be
binding upon and enure to the benefit of the  Subscriber,  the Company and their
respective  successors and lawfully permitted assigns;  provided that, except as
herein provided, this Agreement shall not be assignable by any party without the
written  consent of the other.  The benefit and  obligations of this  Agreement,
insofar  as they  extend  to or  affect  the  Subscriber,  shall  pass  with any
assignment or transfer of any of the Shares in accordance with the terms of this
Agreement.

7.10  EFFECTIVE  DATE.  This  Agreement  shall  take  effect  upon  the  date of
acceptance by the Company.

     IN WITNESS  WHEREOF the Parties  hereto have hereunto set their  respective
hands and seals in the presence of their duly authorized  signatories  effective
as at the date first above written.

                                       17
<PAGE>
     SUBSCRIPTION BY SUBSCRIBER:

     DATED at Vancouver, B.C., on this _2nd day of June 2008.

OXFORD CAPITAL SERVICES INC.

     ACCEPTANCE BY THE COMPANY:

     DENARII  RESOURCES  INC  hereby  accepts  the  above  subscription  by  the
Subscriber on this_2nd day of June, 2008.


The CORPORATE SEAL of
DENARII RESOURCES INC.,

the Company herein,
was hereunto affixed in the presence of:

/s/ Chris Lori
----------------------------
CHRIS LORI
President and Director

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