Unassociated Document


    Exhibit
      10.1

     

    
      THE
        SECURITIES TO WHICH THIS AGREEMENT RELATES ARE “RESTRICTED SECURITIES” AS THAT
        TERM IS DEFINED UNDER RULE 144 OF THE SECURITIES ACT OF 1933 (the “1933 ACT”).
        THE RESTRICTED SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR
        UNDER
        ANY STATE SECURITIES LAWS (“BLUE SKY LAWS”), AND MAY NOT BE OFFERED OR SOLD
        WITHOUT REGISTRATION UNDER THE 1933 ACT, AND AS REQUIRED BY BLUE SKY LAWS
        IN
        EFFECT AS TO SUCH TRANSFER, UNLESS AN EXEMPTION FROM REGISTRATION UNDER STATE
        AND FEDERAL LAWS IS AVAILABLE.

       

      BREK
        ENERGY CORPORATION

      


      SUBSCRIPTION
        AGREEMENT

      October
        17, 2007

      


      This
        subscription agreement
        is made
        between Brek
        Energy Corporation,
        a
        Nevada corporation (the ACompany@),
        and
        the undersigned,   (the
        ASubscriber@),
        for
        the purchase of restricted securities of the Company pursuant to this
        agreement.

       

      The
        Company is offering for sale up to 937,500
        unregistered and restricted shares of common stock in the capital of the
        Company
        (the ARestricted
        Shares@)
        at the
        purchase price of $0.16
        per
        Restricted Share in consideration of cash pursuant to the exemptions from
        registration contained under Section 4(2) of the Securities Act of 1933.
        The
        Restricted Shares are Arestricted
        securities@
        as that
        term is defined under Rule 144 of the Securities Act of 1933 and may not
        be sold
        without being first registered or an exemption from registration is
        available.

      


      On
        the
        foregoing premises, the Subscriber subscribes for the purchase of the Restricted
        Shares on the following terms and conditions (the ASubscription@):

      


      1) Subscription
        to Purchase Restricted Units

      


      a) Offer
        to Purchase.
        Subject
        to the terms and conditions of this agreement, the Subscriber irrevocably
        offers
        to purchase at the Closing (as defined in section 1.b.) the number of Restricted
        Shares specified in the attached Signature Page for the amount that is equal
        to
        the number of Restricted Units multiplied by the purchase price (the
ASubscription
        Amount@).

      


      The
        Subscriber will tender with this agreement (I) payment of the full Subscription
        Amount in cash, (ii) a subscriber questionnaire, as applicable, and (iii)
        a
        representative questionnaire, as applicable. These documents are sometimes
        collectively referred to as the ASubscription
        Documents@.

      


      b) Acceptance
        or Rejection.
        The
        Company will accept or reject this offer to purchase the Restricted Shares
        within 30 days of the date of this agreement at the time and place specified
        by
        the Company (the AClosing@).
        At the
        Closing, the Company will either (I) accept this Subscription (in whole or
        in
        part) and deliver to the Subscriber certificates for the Restricted Shares,
        all
        against the Subscriber=s
        delivery to the Company of cash for the Subscription Amount, or (ii) reject
        this
        Subscription and return the tendered payment of the Subscription Amount to
        the
        Subscriber (or as much of it as the Company does not accept) within 10 days
        of
        the rejection without interest or deduction. If accepted, the Subscriber
        will
        sign and deliver any additional documents that are necessary to effect the
        issuance of the Restricted Shares subscribed for and accepted.

      


      2) Representations
        of the Subscriber

      


      The
        Subscriber represents and warrants to the Company as follows and acknowledges
        and understands the significance to the Company of the following
        representations, and that the Company is relying upon such representations
        and
        warranties in connection with the subscription for the Restricted Shares
        and
        that the Company would not have entered into this Agreement without such
        representations and warranties:

      


      a) Age
        and Citizenship.
        The
        Subscriber, or signatory if the Subscriber is a business entity, is over
        the age
        of majority. The Subscriber is a bona fide resident of the state set forth
        next
        to the Subscriber=s
        signature and this state is the Subscriber=s
        principal residence.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Subscription 
              Agreement	
              Page 2
                of  7

            


    

        

    
      b) Information
        Provided by the Subscriber.
        The
        information that the Subscriber has provided to the Company or its agents
        or
        representatives is complete, accurate, truthful and correct as of the date
        of
        the signature on the attached Signature Page. The information includes, but
        is
        not limited to, information concerning the Subscriber=s
        personal financial affairs, business position, and the knowledge and experience
        of the Subscriber and the Subscriber=s
        advisers. If any of the information changes materially before the Company
        accepts this subscription, the Subscriber will immediately provide the new
        information. The Company will maintain this information regarding the Subscriber
        in strict confidence, but may disclose it to governmental agencies to support
        its reliance on an available exemption from the registration requirements
        of
        applicable securities laws, rules and regulations for this offer and sale
        of the
        Restricted Shares.

      


      c) Financial
        Condition of the Subscriber.
        The
        Subscriber has adequate means of providing for the Subscriber=s
        current
        needs and possible personal contingencies and does not need, or anticipate
        needing in the foreseeable future, to sell the Restricted Shares that are
        the
        subject of this agreement. The Subscriber represents that the Subscriber
        is able
        to bear the economic risks of this investment and is able to hold the securities
        for an indefinite period of time and has sufficient net worth to sustain
        a loss
        of the entire investment if it should be lost.

      


      d) Purchase
        Entirely for Own Account.
        The
        Subscriber is the only party with an interest in this agreement, and is
        acquiring the Restricted Shares for investment purposes and for the
        Subscriber=s
        own
        account for long-term investment only, and not with any intent or arrangement
        to
        resell, fractionalize, divide or redistribute all or any part of the Restricted
        Shares to any other person. The Subscriber has no present intention of dividing
        the Restricted Shares with others or of reselling or otherwise disposing
        of any
        portion of the Restricted Shares. 

      


      e) No
        Reliance on Unauthorized Representations.
        The
        Subscriber has not specifically relied on any oral representations from the
        Company or any broker or salesman or their partners, shareholders, directors,
        officers, employees or agents, except the following:

    

    
    

    
      
        

      

       

      
        

      

       

      
        

      

       

    

    
      f) Knowledge
        and experience.
        The
        Subscriber (I) has sufficient knowledge and experience in financial and business
        matters to be capable of evaluating the merits and risks of a prospective
        investment in the Restricted Shares; (ii) is experienced in making investments
        which involve a high degree of risk; (iii) is sophisticated in making investment
        decisions; (iv) can bear the economic risk of an investment in the Restricted
        Shares, including the total loss of such investment; (v) understands and
        takes
        full cognizance of the risk factors related to the purchase of the Restricted
        Shares; and (vi) has had prior personal or business relationships with the
        Company or affiliates of the Company, or broker, or by any reason of his
        business or financial experience, the Subscriber has the capacity to protect
        the
        his own interest in connection with the subscription for Restricted Shares.
        The
        Subscriber understands that the Company is relying upon these representations
        and upon the information provided in the Subscription Documents for the purposes
        of confirming the Subscriber=s
        subscription for the Restricted Shares complies with the requirements of
        the
        Securities Act of 1933.

      


      g) Authority.
        The
        Subscriber has the full power and authority to sign, deliver and perform
        this
        agreement. This agreement, when signed and delivered by the Subscriber,
        constitutes a legal, valid and binding obligation on the
        Subscriber.

    

     

    
      Brek
        Energy Corporation

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Subscription 
              Agreement	
              Page 3
                of  7

            


    

    

      h) No
        Legal Advice from Company.
        The
        Subscriber acknowledges that he has had the opportunity to review this agreement
        and the transactions contemplated by it with his legal counsel. The Subscriber
        is relying solely on his counsel and not on any statements or representations
        of
        the Company or any of its agents for legal advice with respect to this
        investment or the transactions contemplated by this agreement except for
        the
        representations, warranties and covenants specifically stated.

      


      i) Independent
        Investigation.
        The
        Subscriber has received and carefully read and is familiar with this agreement,
        the Subscription Documents, and all other documents in connection with this
        offering, and the Subscriber confirms that all documents, records, and books
        pertaining to the investment in the Company have been made available to the
        Subscriber, and, if retained by the Subscriber, to the Subscriber=s
        personal tax and legal advisors. The Company has provided the Subscriber
        with
        copies of all material information requested by the Subscriber or by the
        Subscriber=s
        purchaser representative or others representing the Subscriber, including
        any
        information requested to verify any information furnished (the AInformation@).
        The
        Subscriber and the Subscriber=s
        representatives and advisors have communicated directly with each other in
        connection with this offer to purchase the Restricted Shares and each has
        had
        the opportunity to ask questions of and receive answers from the Company or its
        directors, officers, employees or representatives concerning the terms and
        conditions of this offering and to obtain any additional Information (to
        the
        extent that the Company possesses such information or can acquire it without
        unreasonable effort or expense) desired or necessary to verify the accuracy
        of
        the Information provided. The Subscriber will maintain in strict confidence
        any
        proprietary Information disclosed to or discovered by the Subscriber in
        reviewing the Information made available by the Company in connection with
        this
        offer. The Subscriber has relied only on the information contained in this
        agreement and no written or oral representations have been made, nor any
        oral or
        written information furnished to the Subscriber in connection with the offering
        of the Restricted Shares that was in any way inconsistent with this agreement.
        In deciding to purchase the Restricted Shares, the Subscriber has read the
        Information and has made an independent investigation without the assistance
        of
        the Company.

      


      j) Subscriptions
        Subject to Acceptance.
        The
        Subscriber acknowledges that the Company may accept or reject this agreement
        in
        whole or in part and will return to the Subscriber without interest or deduction
        of expenses the portion of the Subscription Amount tendered that exceeds
        the
        part of the Subscription that is accepted.

      


      k) No
        Governmental Approval.
        The
        Subscriber acknowledges that neither the United States Securities and Exchange
        Commission nor the securities commission of any state or other federal agency
        or
        foreign government has made any determination of the merits of purchasing
        the
        Restricted Shares.

      


      l) No
        registration.
        The
        Subscriber understands and has been advised that (I) the Restricted Shares
        offered have not been registered under the Securities Act of 1933 (the
A1933
        Act@),
        or any
        applicable state securities laws, and that the Subscriber must bear the economic
        risk of the investment for an indefinite period of time because no part of
        the
        Restricted Shares can be sold unless they are registered under the 1933 Act
        or
        applicable state securities laws or exemptions from them are available; (ii)
        the
        Company is not obligated to file a registration statement under the 1933
        Act or
        take any action that will make any part of the Restricted Shares available
        for
        resale with registration or pursuant to an exemption; and (iii) Rule 144,
        adopted under the 1933 Act governing the possible disposition of any part
        of the
        Restricted Shares, is applicable to the Restricted Shares, but may not be
        available for the resale of any part of the Restricted Shares. The Subscriber
        agrees not to resell any part of the Restricted Shares without registration
        under the 1933 Act and the applicable state securities laws unless in an
        exempt
        transaction as set forth in Rule 144 or any other federal securities
        act.

       

      m) Transferability.
        The
        Subscriber understands and acknowledges that (I) there are substantial
        restrictions on transferability on the Restricted Shares; and (ii) the
        Restricted Shares will not, and the shareholders in the Company have no rights
        to require that any part of the Restricted Shares, be registered under the
        1933
        Act or any state securities laws. The Subscriber will not sell, hypothecate
        or
        otherwise transfer any part of the Restricted Shares, except in accordance
        with
        this agreement and unless the Restricted Shares are registered under the
        1933
        Act and qualified under applicable state securities laws, or unless, in the
        opinion of counsel for the Company, an exemption from the registration
        requirements of the 1933 Act and such laws is available.

    

     

    
      Brek
        Energy Corporation

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Subscription 
              Agreement	
              Page 4
                of  7

            


    

    

      n) Speculative
        nature of investment.
        The
        Subscriber acknowledges and understands that (I) the purchase of the Restricted
        Shares is a highly speculative investment and involves a high degree of risk;
        (ii) the Company may need additional financing in the future; (iii) the Company
        makes no assurance whatever concerning the present or prospective value of
        the
        Restricted Shares; (iv) the Company does not intend to pay dividends on the
        Restricted Shares in the future; (v) no United States federal or state agency
        or
        foreign government has passed upon or recommended or endorsed the Company,
        this
        transaction or the purchase of the Restricted Shares; (vi) this transaction
        and
        the material provided to the Subscriber have not been reviewed by the United
        States Securities and Exchange Commission or by any state=s
        or
        foreign government=s
        securities authorities; and (vii) there is no market for the Restricted Shares
        and none may be developed, and as a result it may not be possible for the
        Subscriber to readily liquidate his investment in the Company whenever
        desired.

      


      3) Joint
        Representation

      


      If
        more
        than one person is signing this agreement as the Subscriber or on behalf
        of the
        Subscriber, then each representation, warranty, and agreement made in this
        agreement will be a joint and several representation, warranty, or agreement
        of
        each person.

      


      4) Representations
        of the Company

      


      The
        Company represents and warrants to the Subscriber as follows and acknowledge
        that the Subscriber is relying upon such representations and warranties in
        connection with the subscription for the Restricted Shares and that the
        Subscriber would not have entered into this Agreement without such
        representations and warranties:

      


      a) Corporate
        Organization and Standing.
        The
        Company is a corporation duly organized, validly existing, and in good standing
        under the laws of the State of Nevada. The Company has the requisite corporate
        power to carry on its business as presently conducted, and as proposed or
        contemplated to be conducted in the future, and to enter into and carry out
        the
        provisions of this agreement and the transactions contemplated in this
        agreement.

      


      b) Authorization.
        All
        corporate action on the part of the Company, its directors, and shareholders
        necessary for the authorization, signing, delivery and performance of this
        agreement by the Company and the performance of all of the Company=s
        obligations under this agreement have been taken. This agreement, when accepted,
        signed and delivered by the Company, will constitute a valid and binding
        obligation of the Company, enforceable in accordance with its terms, except
        as
        may be limited by principles of public policy, and subject to laws of general
        application relating to bankruptcy, insolvency, and the relief of debtors
        and
        rules governing specific performance, injunctive relief and other equitable
        remedies. The Restricted Shares, when issued in compliance with the provisions
        of this agreement, will be validly issued, fully paid, and non-assessable
        and
        will be Arestricted
        securities@
        as that
        term is defined under Rule 144 of the Securities Act of 1933. No part of
        the
        Restricted Shares may be sold without being first registered or an exemption
        from registration is available.

      


      
        	
                5)

              	
                Indemnification

              


      

      


      The
        Subscriber will indemnify the Company and any person participating in the
        offering and will hold them harmless from and grants them a right of set-off
        against any liability, damages, costs or expenses (including, but not limited
        to, reasonable attorney=s
        fees),
        including any amount paid in settlement whether or not a suit is commenced,
        incurred on account of any inaccuracy in the Subscriber=s
        declarations, representations and warranties made in this agreement or the
        Subscription Documents signed and delivered by the Subscriber in connection
        with
        this Subscription (the ADamages@).

    

     

    
      Brek
        Energy Corporation

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	Subscription 
                Agreement	
                Page 5
                  of  7

              


      

    

     

    6) Set-off

    


    Notwithstanding
      the provisions in section 5 or the enforceability of them, the Subscriber grants
      the Company the right to set off against any amounts payable by the Company
      to
      the Subscriber for whatever reason, before any Damages incurred on account
      of or
      arising out of any of the items referred to in section 5.

    


    7) Restrictive
      Legends

    


    The
      Subscriber acknowledges and understands that each certificate evidencing the
      Restricted Shares, and any other securities issued on any stock split, stock
      dividend, recapitalization, merger, consolidation, or similar event (unless
      no
      longer required in an opinion of the counsel for the Company) will be imprinted
      with legends substantially in the following form:

    

      "The
        securities represented by this
        instrument to which this agreement relates have not been registered under
        the
        Securities Act of 1933 (the "1933
        Act"),
        or
        under any state securities laws ("Blue
        Sky
        Laws"),
        and
        may not be offered or sold without registration under the 1933 Act, and as
        required by Blue Sky Laws in effect as to such transfer, unless an exemption
        from such registration under state and federal law is
        available."

    

    


    The
      Company will be entitled to enter stop transfer notices on its transfer books
      with respect to the Restricted Shares.

    


    8) Miscellaneous

    


    
      	 	
              a)

            	
              Entire
                Agreement.
                This agreement and the Subscription Documents represent the entire
                agreement between the Company and the Subscriber and supersedes all
                prior
                agreements, understandings or conversations with respect to any
                transactions of the type contemplated by this
                agreement.

            


    

    


    
      	 	
              b)

            	
              Notice.
                Any notice that must be given or delivered under this agreement must
                be in
                writing and delivered by hand to the address or transmitted by fax
                to the
                fax number given for the party and is deemed to have been received
                when it
                is delivered by hand or transmitted by fax unless the delivery or
                transmission is made after 4:00 p.m.(PST) or on a non-business day
                where
                it is received, in which case it is deemed to have been delivered
                or
                transmitted on the next business day. Any payments of money must
                be
                delivered by hand or wired as instructed in writing by the receiving
                party. Any delivery other than a written notice or money must be
                made by
                hand at the receiving party's
                address.

            


    

    


    
      	 	
              c)

            	
              Waiver
                and Amendment.
                Notwithstanding any of the representations, warranties, acknowledgments
                or
                agreements made by the Subscriber in this agreement, the Subscriber
                does
                 not waive any rights granted to the Subscriber under federal or
                state
                securities laws. Any right granted to either the Subscriber or the
                Company
                under this agreement may be waived only in writing signed by both
                parties.
                No delay in exercising any right granted under this agreement operates
                as
                a waiver of the right, and no partial exercise of any right precludes
                the
                respective party from exercising that right or any other right in
                the
                future. Any amendment of this agreement must be written and signed
                by the
                Company and the Subscriber.

            


    

    


    
      	 	
              d)

            	
              Assignment.
                The Subscriber may not assign or transfer this
                agreement.

            


    

    


    
      	 	
              e)

            	
              No
                Shareholder Rights.
                This agreement does not entitle the Subscriber to any rights as a
                shareholder of the Company until the Restricted Shares are registered
                in
                the name of the Subscriber.

            


    

     

    
      Brek
        Energy Corporation

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	Subscription 
                  Agreement	
                  Page 6
                    of  7

                


        

         

      

    

    
      	 	
              f)

            	
              
                Governing
                  Law and Jurisdiction.
                  This agreement is governed by, and construed in accordance with,
                  the laws
                  of the State of Nevada, except for matters arising under the 1933
                  Act or
                  the Securities Exchange Act of 1934 which matters must be construed
                  and
                  interpreted in accordance with those laws. The parties irrevocably
                  and
                  unconditionally consent to submit to the exclusive jurisdiction
                  of the
                  courts of the State of Nevada and of the United States of America
                  located
                  in Nevada (the ANevada
                  Courts@)
                  for any litigation arising out of or relating to this agreement
                  and the
                  transactions contemplated hereby, consent to waive any objection
                  to the
                  laying of venue of any such litigation in the Nevada Courts, and
                  agree not
                  to plead or claim in any Nevada Court that such litigation brought
                  therein
                  has been brought in an inconvenient forum; provided that any judgment
                  obtained in any such litigation may be enforced in any court having
                  jurisdiction over a party or its
                  assets.

              

            


    

     

    SIGNATURE
      PAGE

    


    This
      page
      is attached to the Subscription Agreement between Brek Energy Corporation and
      the Subscriber and is signed by the Subscriber as of the date given. The
      undersigned Subscriber, by signing and delivering this page, intends to be
      legally bound by the terms of the agreement.

    


    


    
      	
              Date:

            	 	 
	 	 
	
              Subscriber:

            	 
	 	 
	 	 
	 	 
	
              Signature
                of Subscriber

            	 
	 	 
	 	 
	 	 
	
              Name
                of Subscriber

            	 
	 	 
	 	 
	 	 
	
              Address
                of Subscriber

            	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              Subscriber's
                telephone number

            	 
	 	 
	 	 
	 	 
	
              Number
                of Restricted Shares

            	 
	 	 
	 	 
	
              $

            	 
	
              Total
                Subscription Amount

            	 


    

    


    Brek
      Energy Corporation

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          	Subscription 
                  Agreement	
                  Page 7
                    of  7

                


        

         

      

    

    ACCEPTANCE
      and RECEIPT

     

    Brek
      Energy Corporation accepts this subscription and acknowledges receipt of the
      Subscription Agreement set forth above and acknowledges receipt of $                                      
        from
      _____________________________________________ this __________
      day
      of ___________________,
      2007.

    


    

      
        	
                Brek
                  Energy Corporation

              
	 
	
                Per:

              
	 
	 
	 	
              
	
                Authorized
                  Signatory