Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.2






Exhibit 10.2 

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN
RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE
EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR BY
ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY. 

SUBSCRIPTION AGREEMENT
  

SILVERADO GOLD MINES LTD. 

SUBSCRIPTION AGREEMENT made as of this day of , 2006
between Silverado Gold Mines Ltd., a British Columbia company with its
corporate office at Suite 505, 1111 West Georgia Street, Vancouver, British
Columbia, Canada V6E 4M3 (the "Company") and the undersigned (the "Subscriber").


WHEREAS: 

	 A. 
	 The Company is offering __________ shares (the “Shares”)
        at a price of $ US per Share pursuant to Rule 506 of Regulation
        D of the United States Securities Act of 1933 (the “1933 Act”)
        and applicable state securities laws (the "Offering").

	 	 
	B. 	 The Subscriber is an “accredited investor”,
        as defined in Rule 501 of Regulation D of the 1933 Act.

	 	 
	C. 	 The Subscriber desires to acquire the number of Shares
        of the Offering set forth on the signature page hereof on the terms and
        subject to the conditions of this Subscription Agreement.



NOW, THEREFORE, for and in consideration of the premises
and the mutual covenants hereinafter set forth, the parties hereto do hereby
agree as follows: 

1.        SUBSCRIPTION
  FOR SHARES 

1.1      Subject to the terms and conditions
  hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase
  from the Company such number of Shares as is set forth upon the signature page
  hereof at a price equal to $ US per Share (the “Subscription Price”).
  Upon execution, the subscription by the Subscriber will be irrevocable. 




1.2      The Subscriber will complete
  the purchase of the Shares at closing by delivering to the Company the following:


	 	(A) 	
      payment of the Subscription Price by wire, bank draft, or
      cashier’s cheque payable to the Company and if other than by wire, sent
      via Fed/ Ex to the Company; and

	 	 	 
	 	(B) 	
      the Investor Questionnaire Form, in the form delivered by
      the Company to the Subscriber.



1.3      Upon execution of this Subscription
  Agreement by the Company, the Company agrees to sell the Shares to the Subscriber
  for the Subscription Price subject to the Company's right to sell to the Subscriber
  such lesser number of Shares as it may, in its sole discretion, deem necessary
  or desirable. 

1.4      The Subscriber hereby authorizes
  and directs the Company to deliver the securities to be issued to such Subscriber
  pursuant to this Subscription Agreement to the Subscriber's address indicated
  herein. 

1.5      The Subscriber acknowledges
  and agrees that the subscription for the Shares and the Company's acceptance
  of the subscription is not subject to any minimum subscription for the Offering.


1.6      Any acceptance by the Company
  of this Subscription is conditional upon compliance with all federal and state
  securities laws and other applicable laws of the state or foreign jurisdiction
  in which the Subscriber is resident. The Subscriber will deliver to the Company
  all other documentation, agreements, representations and requisite government
  forms required by the lawyers for the Company as required to comply with all
  securities laws and other applicable laws of the jurisdiction of the Subscriber.

2.       RESTRICTED SHARE AGREEMENTS
  OF THE SUBSCRIBER AND REGISTRATION RIGHTS 

2.1      The Subscriber agrees to resell
  the Shares only in accordance with the provisions of the 1933 Act and applicable
  state securities laws. 

2.2      The Subscriber acknowledges
  and agrees that all certificates representing the Shares, are or will be “restricted
  securities” under the 1933 Act and will be endorsed with the following
  legend in accordance with Regulation D of the Act or such similar legend as
  deemed advisable by the lawyers for the Subscriber to ensure compliance with
  the 1933 Act: 





  
    “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND
      HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
      RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE
      PROVISIONS OF THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT.” 

  



3.        REPRESENTATIONS
  AND WARRANTIES BY SUBSCRIBER 

3.1      The Subscriber represents and
  warrants to the Company and acknowledges that the Company is relying upon the
  Subscriber’s representations and warranties in agreeing to sell the Shares
  to the Subscriber that: 

EACH SUBSCRIBER MUST INITIAL THEIR ACCREDITED INVESTOR
  STATUS WHERE INDICATED BELOW TO CONFIRM THEIR ACCREDITED INVESTOR STATUS:
  

	 	(A)     Accredited Investor Status (Initial)
    
	 	  
	 	The Subscriber is an “Accredited Investor” as defined
      by Rule 501 of Regulation D of the 1933 Act. 
	 	 


An “Accredited Investor” , as such
term is defined in Rule 501 of Regulation D of the 1933 Act, means any of the
following: 

(1)      Any
  natural person whose individual net worth, or joint net worth with that person's
  spouse, at the time of his purchase, exceeds $1,000,000; 

(2)      Any
  natural person who had an individual income in excess of $200,000 in each of
  the two most recent years or joint income with that person's spouse in excess
  of $300,000 in each of those years and has a reasonable expectation of reaching
  the same income level in the current year; 

(3)      Any
  director, executive officer of the Company; 

(4)     Any trust
  with total assets in excess of $5,000,000, not formed for the specific purpose
  of acquiring the securities offered, whose purchase is directed by a sophisticated
  person as described in Rule 503(b)(2)(ii); 

(5)     Any private
  business development company as defined in Section 202(a)(22) of the Investment
  Advisers Act of 1940; 




(6)      Any
  organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
  Massachusetts or similar business trust, or partnership. not formed for the
  specific purpose of acquiring the securities offered, with total assets in excess
  of $5,000,000; 

(7)      Any
  bank as defined in Section 3(a)(2) of the Act or any savings and loan association
  or other institution as defined in Section 3(a)(5)(A) of the Act whether acting
  in its individual or fiduciary capacity; 

(8)      Any
  insurance company as defined in Section 2(13) of the Act; 

(9)      Any
  investment company registered under the Investment Company Act of 1940 or a
  business development company as defined in Section 2(a)(48) of that Act; 

(10)   Any Small Business
  Investment Company licensed by the U.S. Small Business Administration under
  Section 301(c) or (d) of the Small Business Investment Act of 1958; 

(11)   Any 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 $5,000,000; 

(12)   Any employee benefit
  plan within the meaning of the Employee Retirement Income Security Act of 1974,
  if the investment decision is made by a plan fiduciary, as defined in Section
  3(21) of such Act, which is either a bank, savings and loan association, insurance
  company, or registered investment adviser, if the employee benefit plan has
  total assets in excess of $5,000,000, or if a self-directed plan, with investment
  decisions made solely by persons that are accredited investors; and 

(13)   Any entity in which
  all of the equity owners are accredited investors. 

(B)     High Degree
  of Risk 

The Subscriber recognizes that the
purchase of Shares involves a high degree of risk in that the Company is in the
early stages of development of its business and may require substantial funds in
addition to the proceeds of this private placement;

(C)     Speculative
  Investment 

An investment in the Company is highly
speculative and only investors who can afford the loss of their entire
investment should consider investing in the Company and the Shares; 

(D)     Restricted
  Securities

The Subscriber understands that the
Shares it is purchasing are characterized as "restricted securities" under the
federal securities laws inasmuch as they are being acquired from the Company in
a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act only in certain limited circumstances. In this connection, the
Subscriber represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the
Act;




(E)     Investment
  Knowledge and Experience of Subscriber 

The Subscriber is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, can bear the economic risk of its investment, and has
such knowledge and experience in financial or business matters such that it is
capable of evaluating the merits and risks of the investment in the Shares. The
Subscriber can bear the economic risk of this investment, and was not organized
for the purpose of acquiring the Shares; 

(F)     Company
  Information 

The Subscriber believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Shares, including copies of the Company’s financial
statements, including audited financial statements, and copies of the Company’s
filings with the United States Securities and Exchange Commission. The
Subscriber further represents that it has had an opportunity to ask questions
and receive answers from the Company and the officers and directors of the
Company regarding the terms and conditions of the Offering and the business,
properties, prospects and financial condition of the Company. The Subscriber has
had full opportunity to discuss this information with the Subscriber’s legal and
financial advisers prior to execution of this Subscription Agreement; 

(G)     No SEC Review


The Subscriber hereby acknowledges
that this offering of Shares has not been reviewed by the United States
Securities and Exchange Commission ("SEC") and that the Shares are being issued
by the Company pursuant to an exemption from registration provided by Rule 506
of Regulation D of the 1933 Act; 

(H)     Purchase
  Entirely for Own Account 

The Shares will be acquired by the
Subscriber for investment for the Subscriber's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and that the Subscriber has no present intention of selling, granting any
participation in, or otherwise distributing the same. The Subscriber does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to any of the Shares or any securities comprising or underlying the
Shares. 

(I)     No Advertisements


The Subscriber is not aware of any
advertisement of the Shares; 




(J)     Authorization


The Subscriber has full power and
authority to enter into this Agreement and this Agreement constitutes a valid
and legally binding obligation of the Subscriber, enforceable in accordance with
its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other
equitable remedies. 

(K)     Laws of
  Jurisdiction of Subscriber

The Subscriber has satisfied himself
or herself as to the full observance of the laws of his or her jurisdiction in
connection with any invitation to subscribe for the Shares and/or any use of
this Agreement, including (i) the legal requirements within his/her jurisdiction
for the purchase of the Shares, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any governmental or other consents that may
need to be obtained, and (iv) the income tax and other tax consequences, if any,
that may be relevant to the purchase, holding, redemption, sale, or transfer of
the Shares. 

4.      REPRESENTATIONS BY THE COMPANY


4.1     The Company represents and warrants
  to the Subscriber that: 

	 	(A) 	
      The Company is a corporation duly organized, existing and
      in good standing under the laws of the Province of British Columbia and
      has the corporate power to conduct the business which it conducts and
      proposes to conduct.

	 	 	 
	 	(B) 	
      Upon issue, the Shares will be duly and validly issued,
      fully paid and non- assessable common shares of the
  Company.







 5.       MISCELLANEOUS


 5.1     Any notice or other communication
  given hereunder shall be deemed sufficient if in writing and sent by registered
  or certified mail, return receipt requested, addressed to the Company, at its
  corporate office, at Suite 505, 1111 West Georgia Street, Vancouver, British
  Columbia, Canada V6E 4M3, Attention: Mr. Garry L. Anselmo, President, and to
  the Subscriber at his address indicated on the last page of this Subscription
  Agreement. Notices shall be deemed to have been given on the date of mailing,
  except notices of change of address, which shall be deemed to have been given
  when received. 

 5.2     The parties agree to execute and
  deliver all such further documents, agreements and instruments and take such
  other and further action as may be necessary or appropriate to carry out the
  purposes and intent of this Subscription Agreement. 

 5.3     This Agreement may be executed
  in counterpart, each of which shall be deemed an original, all of which together
  shall constitute one and the same instrument.

  

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5.4    Notwithstanding the place where this
  Subscription Agreement may be executed by any of the parties hereto, the parties
  expressly agree that all the terms and provisions hereof shall be construed
  in accordance with and governed by the laws of the Province of British Columbia.


IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above. 

	Number of Shares Subscribed For: 	 
    
	 	 
	Signature of Subscriber or 	  
	Authorized Signatory for Subscriber 	  
	(if Subscriber is not an individual): 	 
    
	 	 
	Name of Authorized Signatory for	
	Subscriber 	  
	(if Subscriber is not an individual): 	 
    
	 	 
	Name of Subscriber: 	 
    
	 	 
	Address of Subscriber: 	 
    
	  	  
	  	  
	 	 
	Jurisdiction of Incorporation of Subscriber: 	 
	(If Subscriber is a Corporation) 	 
    
	 	 
	  	  
	ACCEPTED BY: 	  
	SILVERADO GOLD MINES LTD. 	  
	 	 
	Signature Of Authorized Signatory: 	 
    
	 	 
	Name of Authorized Signatory: 	Garry L. Anselmo 
	 	 
	Position of Authorized Signatory: 	President 
	 	 
	Date of Acceptance: