ex10-1.htm

Exhibit
    10.1
     

    


    


    SUBSCRIPTION
      AGREEMENT

    Nova
      Technologies USA, Inc.

    


    


    The
      undersigned has received and read the Confidential Private Placement Memorandum
      dated March 15, 2007 ("Memorandum"), pursuant to which, Nova Technologies USA,
      Inc., a Nevada corporation ("Company"), is offering for sale to the undersigned
      shares of the Company's $.001 par value common stock at a purchase price of
      $0.50 per share ("Offered Shares"). The terms used and not defined in this
      Subscription Agreement have the meanings specified for such terms in the
      Memorandum.

    


    
      	
               

            	
              1.

            	
              Subscription.
                On the terms and subject to the conditions of this Subscription Agreement
                and the Memorandum, the undersigned hereby subscribes for the number
                of
                Offered Shares of the Company, specified below for a subscription
                price of
                $0.50 per Offered Share. The undersigned hereby agrees that this
                subscription shall be irrevocable and shall survive the death or
                disability of the undersigned. Payment of the purchase price for
                the
                Offered Shares is due upon
                subscription.

            


    

    


    
      	
               

            	
              2.

            	
              Acceptance
                of Subscription. The undersigned acknowledges that (i) the
                Company has the right to accept or reject this subscription in whole
                or in
                part, and (ii) this subscription shall be deemed to be accepted by
                the
                Company only when this Subscription Agreement is signed by the Company.
                The undersigned agrees that subscriptions need not be accepted by
                the
                Company in the order in which subscriptions are
                received.

            


    

    


    
      	
               

            	
              3.

            	
              Representations,
                Warranties, and Covenants of the Undersigned. The undersigned
                hereby represents and warrants to and covenants with the Company,
                the
                Company's officers, directors, employees, attorneys, agents and any
                person
                who has solicited this subscription as
                follows:

            


    

    


    


    
      	
               

            	
              (a)

            	
              The
                undersigned has adequate means of providing for his or her current
                needs
                and possible personal contingencies, and he or she has no need in
                the
                foreseeable future to sell the Offered Shares. The undersigned is
                able to
                accommodate the economic risks of the undersigned’s signature purchased of
                Offered Shares, and the undersigned has sufficient net worth to sustain
                a
                loss of his or her investment in the Company, or a portion thereof,
                in the
                event of such loss should occur.

            


    

    


    
      	
               

            	
              (b)

            	
              The
                undersigned has such knowledge and experience in financial and business
                matters that he or she is capable of evaluating the merits and risks
                of an
                investment in the Company.

            


    

    


    
      	
               

            	
              (c)

            	
              The
                undersigned confirms that all documents, records and books, pertaining
                to
                his or her proposed investment in the Company have been made available
                to
                the undersigned.

            


    

    


    
      	
               

            	
              (d)

            	
              The
                undersigned has had an opportunity to ask questions of and receive
                satisfactory answers from the Company, or any person or persons acting
                on
                the Company's behalf, concerning the terms and conditions of his
                or her
                proposed investment in the Company, and all such questions have been
                answered to the complete satisfaction of the
                undersigned.

            


    

    


    
      	
               

            	
              (e)

            	
              The
                Offered Shares will be acquired by the undersigned for his or her
                own
                account for investment in a manner which would not require registration
                or
                qualification pursuant to the provisions of the Securities Act of
                1933, as
                amended ("Act"), or any state Blue Sky
                law.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
            	
              (f)

            	
              The
                undersigned understands that the offer and sale of the Offered Shares
                in
                the individual states in transactions which satisfy the requirements
                of
                Rule 506 of Regulation D promulgated pursuant to Section 4(2) of
                the
                Securities Act of 1933 are not required to be registered or qualified
                in
                the individual states because of adoption of the National Securities
                Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state
                registration and similar qualification provisions for transactions
                exempt
                pursuant to that Rule 506.

            


    

    


    
      	
               

            	
              (g)

            	
              The
                undersigned represents that it has been called to his or her attention
                by
                those provisions of the Memorandum and by those persons with whom
                the
                undersigned has dealt in connection with his or her proposed investment
                in
                the Company, that the Company has no history of operation and no
                earnings
                and that the undersigned proposed investment in the Company involves
                significant risks which may result in the loss of that investment,
                or a
                portion thereof.

            


    

    


    
      	
               

            	
              (h)

            	
              The
                undersigned has received no representations or warranties in making
                his or
                her investment decision.

            


    

    


    
      	
               

            	
              (i)

            	
              The
                undersigned acknowledges and agrees that the Company has made available
                to
                the undersigned or his or her personal advisors the opportunity to
                obtain
                appropriate information to evaluate the merits and risks of an investment
                in the Company.

            


    

    


    
      	
               

            	
              (j)

            	
              The
                undersigned understands that neither the Securities and Exchange
                Commission nor any Securities Administrator or similar person of
                any state
                or province has made any finding or determination relating to the
                fairness
                of any purchase of the Offered Shares and that neither the Securities
                and
                Exchange Commission nor any Securities Administrator or similar person
                of
                any state or province has or will recommend or endorse a purchase
                of the
                Offered Shares.

            


    

    


    
      	
               

            	
              (k)

            	
              The
                undersigned is now a bona fide citizen of the United States of America
                and
                a bona fide resident of the state set forth below and the address
                and
                Social Security number or federal tax identification number set forth
                below are his true and correct residence and Social Security number
                or
                federal tax identification number. The undersigned has no current
                intention of becoming a resident of any other state or jurisdiction.
                If
                the undersigned is a corporation, partnership, trust or other form
                of
                business organization, the undersigned represents and warrants that
                the
                undersigned was formed pursuant to the laws of
                ________________________________, and the undersigned's principal
                place of
                business is within such state, and that the undersigned was not
                organized for the purpose of acquiring Offered
                Shares.

            


    

    


    
      	
               

            	
              (l)

            	
              The
                undersigned hereby represents and warrants that the undersigned's
                total
                purchase of Offered Shares shall not exceed 10% of the undersigned's
                net
                worth.

            


    

    


    
      	
               

            	
              (m)

            	
              By
                initialing where indicated and appropriate below, the undersigned
                hereby
                represents and warrants that the undersigned is an " Accredited
                Investor " , as defined by the provisions of Rule 501 of Regulation D
                promulgated pursuant to the Act, and falls within one of the following
                categories:

            


    

    

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      



    
      
        	
                _______
                  (1)

                
                  Initials

                

              	
                The
                  undersigned is a director or executive officer of the Company,
                  or any
                  director, executive, executive
                  officer, or general partner of a general partner of the
                  

                Company;
                  or

              
	
                 

              	
              
	 	 
	
                _______
                  (2)

                
                  Initials

                

              	
                The
                  undersigned is a natural person whose individual net worth, or
                  joint net
                  worth with the undersigned's
                  spouse, at the time of his or her purchase exceeds $1,000,000.00;
                  or

              
	 	 
	 	 
	
                _______
                  (3)

                
                  Initials

                

              	
                The
                  undersigned is a natural person who had an individual income in
                  excess of
                  $200,000.00 in each of the most
                  recent years or joint income with the undersigned's spouse in excess
                  of
                  $300,000.00 in each of those
                  years and has a reasonable expectation of having the same income
                  level in
                  the current year; or

              
	
                 

              	
              
	 	 
	
                _______
                  (4)

                
                  Initials

                

              	
                The
                  undersigned is a trust, with total assets in excess of $5,000,000.00,
                  not
                  formed for the specific purpose of
                  acquiring the securities offered, whose purchase is directed by
                  a
                  sophisticated person as described in Regulation 230. 506(b)(2)(ii)
                  promulgated pursuant to the Act; or

              
	
                 

              	
              
	 	 
	
                _______
                  (5)

              	
                The
                  undersigned is an entity in which all of the equity owners are
                  Accredited
                  Investors.

              
	
                Initials

              	 


      

       

    

    
      	
               

            	
              4.

            	
              Indemnification.
                The undersigned acknowledges that he or she understands
                the
                meaning and legal consequences of the representations, warranties,
                and
                covenants specified in Paragraph 3 of this Subscription Agreement
                and that
                the Company has relied on such representations, warranties and covenants,
                and the undersigned hereby agrees to indemnify and hold harmless
                the
                Company, and its officers, directors, controlling persons, agents,
                attorneys, accountants, and employees, from any and all loss, damage
                or
                liability due to, or occurring because of, a breach of any such
                representation, warranty, or
                covenant.

            


    

    


    
      	
               

            	
              5.

            	
              Subsequent
                Registration of Offered Shares. The undersigned has no right to
                require that the Offered Shares be registered pursuant to the provisions
                of the Act, or otherwise. The undersigned further acknowledges and
                agrees
                that the Company has no obligation to assist the undersigned in obtaining
                any exemption from any registration requirements imposed by applicable
                law. The undersigned also acknowledges and agrees that he or she
                shall be
                responsible for compliance with all conditions on transfer imposed
                by a
                Securities Administrator or similar person of any state, province
                or
                territory.

            


    

    


    
      	
               

            	
              6.

            	
              Limitation
                on Transfer of Offered Shares. The undersigned acknowledges and
                agrees that he or she is aware that there are substantial restrictions
                on
                the transferability of the Offered Shares. Because the Offered Shares
                will
                not be registered pursuant to the provisions of the Act (unless the
                undersigned exercises his or her right to require such registration),
                the
                undersigned agrees not to sell, transfer, assign, pledge, hypothecate
                or
                otherwise dispose of any Offered Shares unless such sale is exempt
                from
                such registration pursuant to the provisions of the Act or unless
                the
                Offered Shares are registered pursuant to the Act. The undersigned
                further
                acknowledges and agrees that the Company has no obligation to assist
                the
                undersigned in obtaining any exemption from any registration requirements
                imposed by applicable law. The undersigned also acknowledges and
                agrees
                that he or she shall be responsible for compliance with all conditions
                on
                transfer imposed by a Securities Administrator of any state, province
                or
                territory and for any expenses incurred by the Company for legal
                and
                accounting services in connection with reviewing such a proposed
                transfer
                and issuing opinions in connection
                therewith.

            


    

    


    
      	
               

            	
              7.

            	
              Compliance
                with Act. The undersigned understands and agrees that the
                following restrictions and limitations are applicable to his or her
                purchase and any sale, transfer, assignment, pledge, hypothecation
                or
                other disposition of Offered Shares pursuant to Section 4(2) of the
                Act
                and Rule 506 of Regulation D promulgated pursuant
                thereto:

            


    

    


    
      	
               

            	
              (a)

            	
              The
                undersigned agrees that the Offered Shares shall not be sold, pledged,
                hypothecated or otherwise disposed of unless the Offered Shares are
                registered pursuant to the Act and applicable state or other applicable
                securities laws or are exempt there
                from.

            


    

    


    
      	
               

            	
              (b)

            	
              A
                legend in substantially the following form has been or will be placed
                on
                any certificate(s) or other documents evidencing the Offered
                Shares:

            


    

    


     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HA VE BEEN ACQUIRED FOR
      INVESTMENT ONLY AND HAVE NOT BEEN REGISTERED PURSUANT TO THE PROVISIONS OF
      THE
      SECURITIES ACT OF 1933 AS AMENDED ("ACT"), AND HA VE BEEN OFFERED AND SOLD
      IN
      RELIANCE UPON THE EXEMPTIONS SPECIFIED IN SECTION 4(2) OF THE ACT AND RULE
      506
      OF REGULATION D PROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH
      SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR
      OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERY TO THE COMPANY OR ITS TRANSFER
      AGENT
      OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT
      THAT
      REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMP
      ANY
      OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE
      COMPANY OR ITS TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT
      BE
      IN VIOLATION OF THE ACT, APPLICABLE STATE SECURITIES LAWSOR ANY RULE OF
      REGULATION PROMULGATED PURSUANT THERETO.

    


    
      	
               

            	
              (c)

            	
              Stop
                transfer instructions to the transfer agent of the Company have been
                or
                will be placed with respect to the Offered Shares so as to restrict
                the
                sale, transfer, pledge, hypothecation or other disposition thereof,
                subject to the further terms hereof, including the provisions of
                the
                legend set forth in subparagraph (b)
                above.

            


    

    


    
      	
               

            	
              (d)

            	
              The
                legend and stop transfer instructions described in subparagraphs
                (b) and
                (c) above will be placed on any new certificate(s) or other documents
                for
                transfer.

            


    

    


    
      	
               

            	
              8.

            	
              Financial
                Information. The undersigned has previously been furnished an
                Offered Questionnaire which has been completed and executed by the
                undersigned and the information contained therein remains true and
                correct
                in material aspects.

            


    

    


    


    


    


    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK

    


    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    OFFEREE
      QUESTIONNAIRE

    


    Nova
      Technologies USA, Inc.

    


    


    Nova
      Technologies USA,
      Inc., a Nevada corporation ("Company") will use the
      responses to this questionnaire to qualify prospective investors for purposes
      of
      federal and state securities laws.

    


    If the
      answer to any question below is "none" or "not applicable," please so
      indicate.

    


    Your
      answers will be kept confidential at all times. However, by signing this
      questionnaire, you agree that the Company may present this questionnaire to
      any
      person, as it deems appropriate to establish the availability of exemptions
      from
      registration pursuant to state and federal securities laws.

    


    PART
      I. INDIVIDUAL INVESTORS

    


    Investors
      that are not individuals (that is, are corporations, partnerships, trusts,
      etc.)
      should start at PART II.

    


    
      	
               

            	
              1.

            	
              Name
                (as it should appear on stock certificate):
                _______________________________________________

            


    

    


    
      	
               

            	
              2.

            	
              Residence
                address:
                _____________________________________________________________________

            


    

    


    
      	
               

            	
              3.

            	
              Home
                telephone:
                _______________________________________________________________________

            


    

    


    
      	
               

            	
              4.

            	
              Date
                of birth:
                __________________________________________________________________________

            


    

    


    
      	
               

            	
              5.

            	
              Social
                security number:
                __________________________________________________________________

            


    

    


    
      	
               

            	
              6.

            	
              United
                States citizen:
                ___________________________________________________________________

            


    

    


    o   Yes

    


    o No

    


    If
      no,
      country of citizenship:
      ______________________________________________________________

    


    
      	
               

            	
              7.

            	
              Occupation:  __________________________________________________________________________

            


    

    


    
      	
               

            	
              8.

            	
              Number
                of years:
                _______________________________________________________________________

            


    

    


    
      	
               

            	
              9.

            	
              Present
                employer:
                ______________________________________________________________________

            


    

    


    
      	
            	
              10.

            	
              Position/Title:
                _________________________________________________________________________

            


    

    


    
      	
            	
              11.

            	
              Business
                address:
                ______________________________________________________________________

            


    

    


    
      	
            	
              12.

            	
              Business
                telephone:
                _____________________________________________________________________

            


    

    


    
      	
            	
              13.

            	
              Business
                fax and/or email address:
                _________________________________________________________

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
            	
              14.

            	
              Please
                specify each state and foreign country in which you have maintained
                your
                principal residence during the past three years, and the dates during
                which you resided in each:

              __________________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________________

               

            


    

     

    


    
      	
            	
              15.

            	
              Are
                you registered to vote in, or do you have a driver's license issued
                by, or
                do you maintain a residence in any other state or
                country?

            


    

    


    oYes           oNo

    


    If
      yes,
      in which state and countries?
      ______________________________________________________________

    


    
      	
            	
              16.

            	
              Do
                you reasonably expect that either your own income from all sources
                during
                the current year will exceed $200,000 or the joint income of you
                and your
                spouse (if married) from all sources during the current year will
                exceed
                $300,000?

            


    

    


    oYes           oNo

    


    If
      no,
      please specify the amount:
      $_______________________________________________________________

    


    
      	
            	
              17.

            	
              Percentage
                of your income (as shown above) anticipated to be derived from sources
                other than salary:

            


    

    


    __________________________________________________________________________________________

    


    
      	
            	
              18.

            	
              Was
                your yearly income from all sources during each of the last two years
                in
                excess of $200,000 or was the joint income of you and your spouse
                (if
                married) from all sources during each of those years in excess of
                $300.000?

            


    

    


    
      oYes           oNo



    If
      no,
      please specify the amount for last year: $________________and the year before:
      $____________________

    


    
      	
            	
              19.

            	
              Will
                your net worth as of the date you purchase the Offered Shares, together
                with the net worth of your spouse, be in excess of $1
                million?

            


    

    


    
      oYes           oNo



    If
      no,
      please specify the amount:
      $_______________________________________________________________

    


    
      	
            	
              20.

            	
              Please
                describe your educational background and degrees obtained, if any:
                ________________________________________________________________________

              __________________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________________

               

            


    

     

     

    


    
      	
            	
              21.

            	
              If
                you have any existing personal or business
                relationship with the Company or any of its officers, directors or
                controlling persons, please describe the nature and duration of each
                relationship:
                ____________________________________________________________________________________________________________________

              
                __________________________________________________________________________________________________________________________________

                __________________________________________________________________________________________________________________________________

              

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
            	
              22.

            	
              Please
                describe in reasonable detail the nature and extent of your business,
                financial and investment experience that you believe gives you the
                capacity to evaluate the merits and risks of the proposed investment
                and
                the capacity to protect your interests:

              __________________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________________ 

            


    

    


    
      	
            	
              23.

            	
              Are
                you purchasing the Offered Shares for your own account and for investment
                purposes only?

            


    

     
      
      oYes           oNo




    If
      no,
      please specify for whom you are investing and the reason for investing:
      ___________________________________________________________________________________________________________________________________

    


    
      	
            	
              24.

            	
              In
                evaluating this investment, will you use the services of any of the
                following advisors? If so, please identify , providing address and
                telephone number:

            


    

    


    Accountant:
      __________________________________________________________________

    _______________________________________________________________________________

    Attorney:
      ____________________________________________________________________

    _______________________________________________________________________________

    Licensed
      investment adviser:
      ____________________________________________________

    _______________________________________________________________________________

    Anticipated
      dollar amount of subscription:
      ________________________________________

    _______________________________________________________________________________

    


    
      	
            	
              25.

            	
              Indicate
                type of ownership in which securities will be
                held:

            


    

    


    oIndividual

    oTenants
      in
      common

    oJoint
      tenancy with rights of survivorship (husband and wife
      only)

    oCommunity
      property

    oOther
      (describe):

    


    In
      signing below, you acknowledge that the information provided in this
      questionnaire is true and correct in all material respects and that you
      recognize that the Company and its counsel are relying on the truth and accuracy
      of that information in reliance on the exemption contained in Section 4(2)
      of
      the Securities Act of 1933, as amended, and Rule 506 and Regulation D. You
      agree
      to notify the Company promptly of any changes in the foregoing information
      that
      occur before the investment.

    


    Executed
      at ____________________________________, on
      _________________________________________.

    


    


    ________________________________________________

    (Signature)

    


    


    __________________________________________________________

    (Print
      or
      type name)


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    PART
      II. NONINDIVIDUAL INVESTORS

    


    Please
      complete this PART II only if the proposed purchase is to be made by a
      corporation, partnership, trust or other entity. If the investment will be
      made
      by more than one affiliated entity, please COMPLETE A COPY OF THIS QUESTIONNAIRE
      FOR EACH ENTITY.

    


    
      	
               

            	
              1.

            	
              Name
                (as it will appear on stock certificate):
                ___________________________________________________

            


    

    


    
      	
               

            	
              2.

            	
              Address
                of principal place of business:
                ______________________________________________________

            


    

    


    
      	
               

            	
              3.

            	
              Jurisdiction
                of formation or incorporation:
                ____________________________________________________

            


    

    


    
      	
               

            	
              4.

            	
              Contact
                person:
                ________________________________________________________________________

            


    

    


    
      	
               

            	
              5.

            	
              Telephone
                number:
                _____________________________________________________________________

            


    

    


    
      	
               

            	
              6.

            	
              Fax
                number:
                ___________________________________________________________________________

            


    

    


    
      	
               

            	
              7.

            	
              Type
                of entity (corporation, partnership, trust, etc.):
                _____________________________________________

            


    

    


    
      	
               

            	
              8.

            	
              Taxpayer
                identification number:
                ____________________________________________________________

            


    

    


    
      	
               

            	
              9.

            	
              Was
                this entity formed for the purpose of this
                investment?

            


    

    


    oYes                      oNo

    


    If
      yes,
      all shareholders, partners or other equity owners must answer PART I of this
      Questionnaire.

    


    
      	
            	
              10.

            	
              Amount
                of your proposed investment: $
                _____________________________________________________

            


    

    


    
      	
            	
              11.

            	
              Entity's
                net worth at the time the securities will be purchased: $
                __________________________________

            


    

    


    
      	
            	
              12.

            	
              Check
                the appropriate box to indicate which of the following accurately
                describes the nature of the business conducted by the investing
                entity:

            


    

    


     o Private
      business development company as defined in Section
      202(a)(22) of the Investment Advisers Act of 1940 (namely, a U .S.
venture capital fund that invests primarily through private placements
      in
      nonpublicly traded securities and makes available, either directly or through
      coinvestors, to the portfolio companies significant guidance concerning
      management, operations or business objectives);

    


     o A
      small business investment company licensed by the U.S. Small
      Business Administration pursuant to Section 301(c) or (d) of the Small Business
      Investment Act of 1958;

    


     o An
      investment company registered pursuant to the Investment Company
      Act of 1940 or a business development company as defined in Section 2(a)(48)
      of
      that Act;

    


     o A
      bank as defined in Section 3(a)(2) of the Securities Act of 1933
      or a savings and loan association or other institution defined in Section
      3(a)(5)(A) of that Act, acting in either an individual or fiduciary
      capacity;

    


     o An
      insurance company as defined in Section 2(13) of the Securities
      Act of 1933;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


     o An
      employee benefit plan within the meaning of Title I of the
      Employee Retirement Income Security Act of 1974 (a) whose investment decision
      is
      made by a fiduciary that is either a bank, a savings and loan association,
      an
      insurance company or a registered investment advisor or whose
      total assets exceed $5 million or (b) if a self-directed plan, whose investment
      decisions are made solely by persons who are accredited
      investors;

    


     o An
      organization described in Internal Revenue Code Section
      501(c)(3), a corporation, a Massachusetts or similar business trust or a
      partnership, in each case not formed for the purpose of this investment, with
      total assets in excess of $5 million;

    


     o An
      entity not located in the United States and whose equity owners
      are neither U.S. citizens nor U.S. residents;

    


     o A
      trust with total assets in excess of $5 million whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii) under
      the
      Securities Act of 1933;

    


     o Other
      (describe):
      ______________________________________________________________

    


    
      	
            	
              13.

            	
              Please
                provide information detailing the business, financial and investment
                experience of the entity and investment manager of the entity:
                _________________________

              __________________________________________________________________________________________________________________________________

            


    

    


    In
      signing below, you acknowledge that the information provided in this
      questionnaire is true and correct in all material respects and that you
      recognize that the Company and its counsel are relying on the truth and accuracy
      of that information in reliance on the exemption contained in Section 4(2)
      of
      the Securities Act of 1933, as amended, and Rule 506 and Regulation D. You
      agree
      to notify the Company promptly of any changes in the foregoing information
      that
      occur before the investment.

    


    Executed
      at _________________________________, on
      _______________________________________.

    


    


    


    ___________________________________________________________

    (Print
      or type name)

    


    By:
      ________________________________________________________

    


    Title:
      _______________________________________________________

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT

    


    Amount
      of
      Investors subscribed for_________. Subscription Amount $
      __________

    


    Make
      check payable to: Nova Technologies USA, Inc.

    


    EACH
      SUBSCRIBER REPRESENTS THAT:

    


    
      	
               

            	
              (a)

            	
              The
                information contained in this Subscription Agreement is complete
                and
                accurate and may be relied upon,
                and

            


    

    .

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription
      Agreement and initialed the foregoing statements and executed the included
      questionnaire this ___________ day of,_________2007

    


    FOR
      INDIVIDUALS:

    


    ____________________________________

    Print
      Name

    


    ____________________________________

    Signature

    


    NAME
      AND SIGNATURE OF JOINT TENANT OR TENANT IN COMMON

    


    ____________________________________

    Print
      Name

    


    ____________________________________

    Signature

    


    


    FOR
      TRUSTS, CORPORATIONS, PARTNERSHIPS

    


    ___________________________________________________________________________________

    Print
      Name of Entity

    


    By:
      _________________________________________________________________________________

     

    Print
      name (Trustee, President or General Partner) of person(s) making investment
      decision

     

    


    
      	
              __________________________________             

              Signature

            	
              __________________________________             

              Signature

            


    

     

     

    


    Agreed
      to
      and accepted

    


    


    


    


    By:       __________________________________

                 Mr.
      J. McDermit, President

                 Nova
      Technologies USA, Inc.

    



    
      
        
        

      

      
        10