Exhibit
10.6

      


      Name:_______________________________________________

      


      Principal
Amount of Notes: $____________________________

      


      SOUTHFIELD
ENERGY CORPORATION

      


      SUBSCRIPTION
DOCUMENTS

      OFFERING
OF UP TO $10,000,000 OF THREE YEAR 10% NOTES

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SOUTHFIELD ENERGY
CORPORATION

      SUBSCRIPTION
INSTRUCTIONS

      (please
read carefully)

      


      Each
subscriber for the three year ten percent (10%) notes ("Notes") of Southfield
Energy Corporation, a Nevada corporation (the "Company"), must
complete and execute the documents contained in this booklet in accordance with
the instructions set forth below. The completed documents should be sent to the
Company.

      


      Payment
for the Note(s) should be made by check or money order payable to Southfield
Energy Corporation.  Any questions you may have concerning these
documents should be directed to Ben Roberts, President of the Company at
713-266-3700.

      


      
        
          	
                  
                  

                	
                  1

                	
                  This
      Subscription Booklet contains materials necessary for you to purchase the
      Note(s):

                


        

      

      —Subscription Agreement

      —Confidential Prospective Purchaser
Questionnaire

      —Prospectus


      
        
          	
                  
                  

                	
                  2

                	
                  All
      investors must complete, date and sign the Subscription Agreement where
      appropriate.

                


        

      

      


      
        
          
            	
                    
                    

                  	
                    3

                  	
                    After
      completing, dating and signing the Subscription Agreement, please complete
      the Confidential Prospective Purchaser
  Questionnaire.

                  


          

        

      

       

      
        	
              	
                4 

              	
                SPECIAL
      INSTRUCTIONS

              


      

      


      FOR POWER OF ATTORNEY. Any
person executing subscription documents as attorney-in-fact for an investor must
furnish a duly executed Power of Attorney authorizing the signatory to act in
connection with the purchase of Notes by the subscriber, together with a duly
executed affidavit of the signatory as to such Power of Attorney being in full
force and effect.

      


      FOR
CORPORATIONS.  Provide a Secretary's Certificate setting forth
the corporate resolutions authorizing the investment.

      


      FOR PARTNERSHIPS AND LIMITED
LIABILITY COMPANIES.  Provide a complete copy of the
partnership or operating agreement, as amended to date.

      


      FOR TRUSTS.  (but not Employee Benefit
Plan Trusts or Individual Retirement Account Trusts). Provide (i) a
complete copy of the instruments or agreements creating the trust, as amended to
date, and (ii) if the trustee(s) were appointed by a court, a certificate
evidencing such appointment.

      


      FOR EMPLOYEE BENEFIT PLAN TRUSTS.
Provide (i) a complete copy of the instruments or agreements creating the
employee benefit plan and employee benefit plan trust, as amended to date, and
(ii) financial statements for the employee benefit plan trust for the most
recently completed fiscal year (or the preceding fiscal year if the financial
statements for the most recently completed fiscal year are not yet available),
together with a report thereon of an accountant describing the nature and scope
of his review.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      FOR CUSTODIANS. Please fill
out the information applicable to individuals; any person who is acting as a
custodian, other than a natural parent, should provide documentation to evidence
the custodial appointment.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Southfield
Energy Corporation

      SUBSCRIPTION
AGREEMENT

      


      Southfield
Energy Corporation

      1240
Blalock Rd. Ste. 150

      Houston,
Texas 77055

      Attention:
Ben Roberts, President

      


      1.           Subscription.  The
undersigned hereby irrevocably applies to Southfield Energy Corporation, (the
"Company") to
purchase Note(s), at a purchase price of $1,000 per Note (minimum purchase of
one (1) Note) in accordance with the terms of this Subscription
Agreement.

      


      The
undersigned has paid by check or money order for the Note(s).

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Unit
      Cost Per Note

                                	 	$	1,000	 
	
                                  Number
      of Note(s) Subscribed:

                                	
                                   

                                	
                                   

                                	 
	
                                  Total
      Amount of Subscription:

                                	 	
                                  $

                                	
                                   

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

      


      The undersigned understands that
before his or her subscription for Note(s) will be accepted, he must have
completed, and returned to the Company this Subscription Agreement and the
Confidential Prospective Purchaser Questionnaire attached to this Subscription
Agreement.

      


      2.           Acceptance by the
Company.  The funds tendered with this subscription will be
held by the Company until the subscription is accepted. Upon acceptance, the
Company will return to the undersigned a fully executed and accepted
Subscription Agreement. Note book-entry certificates will follow shortly
thereafter. If this subscription is rejected by the Company, all funds and
documents tendered by the undersigned shall be promptly returned, without
deduction or interest.

      


      3.           Description of the
Offering.  The Company is offering up to a maximum of
$10,000,000 of Notes (the "Offering") to
investors. The Offering is being made pursuant to the filing of a registration
statement  on Form S-1 (“Form S-1”) filed
under the Securities Act of 1933 (the "Act"), and under
certain other laws, including the securities laws of certain states. The
Offering is open only to eligible investors.  Each eligible investor
must execute a Subscription Agreement, and receive the accompanying Offering
Prospectus (the “Prospectus”) as
incorporated by the Form S-1. As described in the Prospectus, the Company may
use the services of a Placement Agent to assist in the selling of the
Notes.  In addition, as described in the Prospectus, the Company may
retain a Servicing Agent to manage the payment of principal and interest to
investors.

      


      All the
terms and conditions of the Offering and the Notes are contained in the
Prospectus and this Subscription Agreement.  By execution of this
Subscription Agreement, you agree that this Subscription Agreement and the
Prospectus constitute the entire understanding between you and the
Company.  There will not be any other document evidencing the
contractual relationship between the Company and you aside from the Prospectus
and Subscription Agreement.  The
Notes are not evidenced by any indenture or other like agreement and if you
invest in the 3 Year Notes, your interest will not be represented by any trustee
or other representative.

      


      4.           Representations and Warranties of the
Subscriber. The undersigned acknowledges that the Company will rely on
the information and on the representations set forth herein, and the undersigned
hereby represents, warrants and agrees that:


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                a

              	
                The
      undersigned has carefully read and understands the terms of this
      Subscription Agreement and the information contained in this Subscription
      Agreement and the Prospectus concerning the Offering. The undersigned has
      relied only on (i) the information about the Company contained in this
      Subscription Agreement and the Prospectus, and (ii) his or her own
      investigation in making his or her
subscription.

              


      

      


      
        	
                 
      

              	
                b

              	
                The
      undersigned acknowledges that the Note(s) being sold and purchased hereby
      has not been registered under the securities laws of any state and
      represents and warrants that it is being purchased by the undersigned for
      investment purposes and not with a view to distribution or resale, nor
      with the intention of sale, transfer or other disposition, in whole or in
      part for any particular price, or at any particular time, or upon the
      happening of any particular event or circumstance. The undersigned agrees
      to hold the Note(s) until maturity unless the Note(s) is subsequently
      registered under the Act, or an exemption from such registration is
      available, and the Company will require an opinion of counsel that
      registration is not required under the Act or applicable state securities
      laws.

              


      

      
        
          	 	 	 
	
                   
      

                	
                  c

                	
                  The
      undersigned has sufficient knowledge and experience in financial and
      business matters so that the undersigned is able to evaluate the merits
      and risks of purchasing the Note(s) as well as substantial experience in
      previous private and public purchase of
  securities.

                


        

      

      


      
        	
                 
      

              	
                d

              	
                The
      undersigned understands that an investment in the Company involves
      significant risk. The undersigned does not require the funds being used to
      purchase the Note(s) for his or her liquidity or other needs, possesses
      the ability to bear the economic risk of holding the Note(s) purchased
      hereunder indefinitely and can afford a substantial loss of his investment
      in the Note(s).

              


      

      


      
        	
                 
      

              	
                e

              	
                During
      the transaction and prior to purchase, the undersigned has had full
      opportunity to ask questions of and receive answers from the Company and
      its officers and authorized representatives regarding the terms and
      conditions of the Offering and the transactions contemplated hereby, as
      well as the affairs of the Company and related matters. The undersigned
      confirms that he or she does not desire to receive any further
      information.

              


      

      


      
        	
                 
      

              	
                f

              	
                The
      undersigned understands that this Subscription Agreement is subject to the
      Company's acceptance and may be rejected by the Company at any time in its
      sole discretion in whole or any part prior to issuance of the Note(s) with
      respect to the undersigned subscription, notwithstanding prior receipt by
      the undersigned of notice of acceptance of the undersigned subscription.
      The Company reserves the right to withdraw the Offering at any
      time.

              


      

      


      
        	
                 
      

              	
                g

              	
                The
      undersigned acknowledges that he or she is not entitled to cancel,
      terminate, or revoke this subscription before or after acceptance by the
      Company.

              


      

      


      
        	
                 
      

              	
                h

              	
                The
      undersigned is a bona fide resident of the state set forth as his or her
      "address" below and further represents that (a) if a corporation,
      partnership, trust or other form of business organization, it has a
      principal office within such state; and (b) if an individual, he or she
      has his or her principal residence in such
  state.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                i

              	
                All
      information provided by the undersigned in the Confidential Prospective
      Purchaser Questionnaire which accompanies this Subscription Agreement is
      true and accurate in all respects.

              


      

      


      
        	
                 
      

              	
                j

              	
                The
      undersigned represents that there is no contract, undertaking, agreement
      or arrangement with any person to sell, transfer or pledge to such person
      or anyone else the Note(s) or any part thereof, and the undersigned has no
      present plans to enter into such contract, undertaking, agreement or
      arrangement and will neither directly or indirectly seek to assign,
      transfer or sell the same in any way inconsistent with the provisions of
      this Subscription Agreement or the
Prospectus.

              


      

      


      
        	
                 
      

              	
                k

              	
                The
      undersigned has read the Prospectus, including the “Risk Factors” and “Use
      of Proceeds”.  The undersigned acknowledges that the Notes are
      being issued without a trust indenture and that there will be no trustee
      to represent his or her interests.  The undersigned further
      acknowledges that because the Company is exempt from the application of
      the Trust Indenture Act of 1939 (the “TIA”), that the
      undersigned will not be afforded the protections of the TIA such as the
      requirements of an indenture which sets forth all obligations of and
      restrictions of a bond issuer, the rights of bondholders on default by the
      issuer, and the relationship between the trustee and bondholders, among
      other items.

              


      

      


      5.           Special Representations by
Institutional Subscribers.

      


      
        
          	
                	
                  a

                	
                  If
      the subscriber is a TRUST:

                


        

      

      


      
        	
                 
      

              	
                i

              	
                The
      undersigned hereby represents, warrants and covenants that the trust
      listed below (the "Trust") is duly
      organized and existing and itself has all the requisite authority to
      purchase Note(s).

              


      

      


      
        	
                 
      

              	
                ii

              	
                The
      undersigned has been duly authorized by all requisite action on the part
      of the Trust to act on its behalf in making such purchase including the
      execution of this Subscription
Agreement.

              


      

      


      
        	
                 
      

              	
                iii

              	
                The
      undersigned represents and warrants that each of the above representations
      or agreements or understandings set forth herein applies to the
      Trust.

              


      

      


      
        
          	
                	
                  b

                	
                  If
      the subscriber is a
CORPORATION:

                


        

      

      


      
        	
                 
      

              	
                i

              	
                The
      undersigned hereby represents, warrants and covenants that the corporation
      listed below (the "Corporation")
      is duly organized and existing and itself has all the requisite authority
      to purchase the Note(s).

              


      

       

      
        	
                 
      

              	
                ii

              	
                The
      undersigned has been duly authorized by all requisite action on the part
      of the Corporation to act on its behalf in making such purchase including
      the execution of this Subscription
Agreement.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                iii

              	
                The
      undersigned represents and warrants that each of the above representations
      or agreements or understandings set forth herein applies to the
      Corporation.

              


      

       

      
        	
              	
                c 

              	
                If
      the subscriber is a PARTNERSHIP or a LIMITED LIABILITY
      COMPANY:

              


      

      


      
        	
                 
      

              	
                i

              	
                The
      undersigned hereby represents, warrants and covenants that the entity
      listed below (the "Purchasing
      Entity") is duly organized and existing and itself has all the
      requisite authority to acquire the
Note(s).

              


      

      


      
        	
                 
      

              	
                ii

              	
                The
      undersigned has been duly authorized by the Purchasing Entity to acquire
      the Note(s) and to execute all documents, including this Subscription
      Agreement, in that regard.

              


      

      


      
        	
                 
      

              	
                iii

              	
                The
      undersigned represents and warrants that each of the above representations
      or agreements or understandings set forth herein applies to the Purchasing
      Entity.

              


      

      


      
        	
                 
      

              	
                6

              	
                Transferability of
      Subscriptions. The Note(s) is transferable or assignable by the
      undersigned; providing, however, the rights and duties of a purchaser
      shall be binding on any transferee, assignee, donee, or pledgee of the
      Note(s) purchased hereunder.

              


      

      


      
        	
                 
      

              	
                7

              	
                Governing
      Law.  This Subscription Agreement in all respects shall
      be interpreted, construed and governed by and in accordance with the laws
      of the state of Texas.

              


      

      


      
        	
                 
      

              	
                8

              	
                Indemnification.  The
      undersigned agrees to indemnify and hold harmless the Company, Placement
      Agents or the Servicing Agent, if any, and any of their respective
      officers, directors, employees, agents, attorneys and affiliates from and
      against all damages, losses, costs and expenses (including reasonable
      attorney fees) which they may incur by reason of the failure of the
      undersigned to fulfill any of the terms or conditions of this Subscription
      Agreement, or by reason of any of any of the representations and
      warranties made by the undersigned herein or in any other document
      provided by the undersigned to the Company, Placement Agent or the
      Servicing Agent, if any.

              


      

      


      
        	
                 
      

              	
                9.

              	
                Entire Agreement. This
      Subscription Agreement (subject to and including the terms of the
      Prospectus) constitutes the entire agreement between parties pertaining to
      the purchase of the Note(s) and supersedes any prior
      understanding.

              


      

      


      
        	
                 
      

              	
                10

              	
                Notices. Any notices
      required hereunder shall be delivered (i) personally, with notice
      effective upon receipt; or, (ii) by Federal Express, or other recognized
      overnight courier, with notice effective one day after dispatch, provided
      proof of delivery is shown; or (iii) by certified mail, return receipt
      requested, with notice to be effective three days after dispatch provided
      proof of delivery is shown. Notices may also be faxed for convenience.
      Notices shall be sent to purchasers at the addresses given in this
      document, and notices to the Company shall be delivered to the Company at
      the address specified at the beginning of this Subscription Agreement, or
      such other address as shall be notified hereinafter by the Company or any
      purchaser hereunder.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      ALL
SUBSCRIBERS - PLEASE FILL OUT

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Number
      of Note(s) Subscribed For:

                                  	 	 	 
	 	 	 	 
	
                                    Total
      Purchase Price:

                                  	    	$	  	 
      
	 	 	 	 	 
	
                                    Payment
      Enclosed:

                                  	 	$	 	 
	 	 	 	 	 
	
                                    Placement
      Agent:

                                  	 	 	  	 
	 	 	 	 	 
	
                                    Representative:

                                  	 	 	  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      ENTITY
SUBSCRIBER SIGN HERE

      


      WITNESS
the execution hereof on this ________day of______________________,
2009.

      [Subscriber
please date].

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Print
      Name of Subscriber:

                                        	 	
                                                

                                           

                                        
	
                                          By:

                                        	 	
                                           

                                           
      

                                        
	
                                          Signature
      of Authorized Signatory:

                                        	 	
                                           

                                           
      

                                        
	
                                          Print
      Name and Title of Person Signing:

                                        	 	
                                           

                                           
      

                                        
	
                                          Taxpayer
      Identification Number:

                                        	 	
                                           

                                           
      

                                        
	
                                          Mailing
      Address if different than Street Address:

                                        	 	
                                           

                                           
      

                                        
	
                                          City,
      State and Zip:

                                        	 	
                                           

                                           
      

                                        
	
                                          Telephone
      Number:

                                        	 	
                                           

                                           
      

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      INDIVIDUAL
SUBSCRIBER SIGN HERE

      


      WITNESS
the execution hereof on this ________day of______________________,
2009.

      [Subscriber
please date].

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Print
      Name of Subscriber:

                                                    	 	
                                                       
      

                                                       

                                                    
	
                                                      Signature:

                                                    	 	
                                                       

                                                       
      

                                                    
	
                                                      Signature
      of Joint Subscriber, if any:

                                                    	 	
                                                       

                                                       
      

                                                    
	
                                                      Social
      Security Number:

                                                    	 	
                                                       

                                                       
      

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Joint
      Subscriber’s Social Security Number:

              	 	
                 

                 
      

              
	
                Residence
      Street Address (No PO Box):

              	 	
                 

                 
      

              
	
                City,
      State and Zip:

              	 	
                 

                 
      

              
	
                Mailing
      Address if different than Street Address:

              	 	
                 

                 
      

              
	
                City,
      State and Zip:

              	 	
                 

                 
      

              
	
                Telephone
      Number:

              	 	
                 

                 
      

              


      

       

      CUSTODIAL
SUBSCRIBER SIGN HERE

      


      WITNESS
the execution hereof on this ________day of______________________,
2009.

      [Subscriber
please date].

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Print
      Name of Minor Subscriber:

                                      	 	
                                         
      

                                         

                                      
	
                                        Social
      Security Number of Minor:

                                      	 	
                                         

                                         
      

                                      
	
                                        Social
      Security Number of Custodian:

                                      	 	
                                         
      

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Name
      of Custodian, as Custodian Under Uniform Gifts or Transfers to Minor
      Act

                                            	 	
                                               

                                            
	
                                              Signature
      of Custodian:

                                            	 	
                                               
      

                                               

                                            
	
                                              Street
      Address of Minor Subscriber:

                                            	 	
                                               
      

                                            
	
                                              City,
      State and Zip:

                                            	 	
                                               

                                               
      

                                            
	
                                              Telephone
      Number:

                                            	 	
                                               

                                               
      

                                            
	
                                              Street
      Address of Custodian

                                            	 	
                                               

                                               
      

                                            
	
                                              City,
      State and Zip:

                                            	 	
                                               

                                               
      

                                            
	
                                              Mailing
      Address if different than Street Address

                                            	 	
                                               

                                               
      

                                            
	
                                              City,
      State and Zip:

                                            	 	
                                               

                                               
      

                                            
	
                                              Telephone
      Number:

                                            	 	
                                               

                                               
      

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Form of Ownership (Check
One):

      
        
          	
                  o

                	
                  Individual

                	
                  
                    o

                  

                	
                  Tenants-in-Common

                
	
                  
                    o

                  

                	
                  Joint
      tenants with right of survivorship (each must sign)

                	
                  
                    o

                  

                	
                  Community
      Property*

                
	
                  
                    o

                  

                	
                  In
      Partnership

                	
                  
                    o

                  

                	
                  Corporation

                
	
                  
                    o

                  

                	
                  As
      custodian, trustee or agent for ________________________

                	
                  
                    o

                  

                	
                  Limited
      Liability Company

                


        

      

      


      * If the
Subscriber is a resident of a community property state, the subscription should
indicate whether the Note(s) will be owned as separate or community property and
is to be registered jointly in the name of more than one person and the nature
of the joint ownership (i.e., tenants in common, joint tenants with right of
survivorship, tenants by the entirety, or other designation as may be permitted
by law of the Subscriber's domicile).

      


      The
foregoing subscription is hereby accepted by Southfield Energy Corporation this
_______ day of __________________ , 2009, for $__________________  of
Note(s).  Southfield Energy Corporation, by its execution hereof,
hereby confirms its agreement to be bound by the provisions of this
Agreement.

      


      
        
          
            
              
                
                  	
                          Southfield
      Energy Corporation

                        
	 
      	 
      
	
                          By:

                        	 
      
	 	
                          Ben
      Roberts,
President

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Southfield
Energy Corporation

      


      $10,000,000
of Three Year, 10% Notes

      


      CONFIDENTIAL
PROSPECTIVE PURCHASER QUESTIONNAIRE

       

      Name of
Purchaser: ___________________________________

      


      CONFIDENTIAL PROSPECTIVE PURCHASER
QUESTIONNAIRE.

      THIS
QUESTIONNAIRE IS TO BE COMPLETED BY EACH PERSON WHO DESIRES TO PURCHASE NOTE(S)
(THE "NOTES" OR
"SECURITIES")
OF SOUTHFIELD ENERGY CORPORATION, A NEVADA CORPORATION (THE "COMPANY"), IN
CONNECTION WITH THE PROPOSED OFFERING OF SUCH NOTE(S) (THE "OFFERING"). THIS
MATERIAL DOES NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES. THIS OFFERING WILL BE MADE SOLELY PURSUANT TO THE TERMS AND
CONDITIONS OF THE PROSPECTUS (THE "PROSPECTUS") WHICH
MUST BE REVIEWED IN CONNECTION WITH ANY INVESTMENT DECISION.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      INSTRUCTIONS

       

      This
Questionnaire is being given to each person who has expressed an interest in
participating in the Offering. The purpose of this Questionnaire is to obtain
certain information regarding your status, so the Company can comply with
various laws and regulations governing this investment.

      


      Your
answers will be kept confidential at all times; however, you hereby agree that
the Company may present this Questionnaire to such parties as it deems
appropriate in order to ascertain that this offer and the sale of the Note(s) to
you will not result in violations of federal or state securities laws which are
being relied upon by the Company in connection with the offer and sale
thereof

      


      Please
type or clearly print your answer in ink, and state "none" or "not applicable"
when appropriate. Please complete Section A and each other section you are
requested to complete in Question A3. If there is insufficient space for any of
your answers, please attach additional pages. If the Note(s) will be owned by
more than one individual or by a corporation or partnership or other entity,
certain sections will have to be completed by more than one person (See Question
A3 to determine all appropriate parties). You may use photocopies of the blank
pages contained herein, or obtain extra copies from the
Company.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      SECTION
A

      SUBSCRIBER
INFORMATION

      A1.              Name(s)
of Subscriber(s):_______________________________________________

      


      A2.              Principal
Amount of Securities Subscribed for:  $
___________________________

      


      A3.              Manner
of Ownership of Securities. ______________________________________

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      One
      Individual

                                    	 
      	
                                      Please complete Section A, B and
      C.

                                    
	 	 	 
	
                                      Husband and
      Wife

                                    	 
      	
                                      Please have one spouse complete
      Section A and B. Please have both spouses complete Section
      C.

                                    
	 	 	 
	
                                      Tenants in
      Common

                                    	 
      	
                                      Please have each individual
      separately complete Section A, B and C.

                                    
	 	 	 
	
                                      Joint Tenants with Right of
      Survivorship

                                    	 
      	
                                      Please have each individual
      separately complete Sections A, B and C.

                                    
	 	 	 
	
                                      Corporate
      Ownership

                                    	 
      	
                                      Please complete Sections A, B and
      D. If the Corporation's total assets are less than $5,000,000, please have
      each person who owns an equity interest in the Corporation separately
      complete Sections B and C.

                                    
	 	 	 
	
                                      Partnership
      Ownership

                                    	 
      	
                                      Please complete Sections A, B and
      D. If the Partnership's total assets are less than $5,000,000, please have
      each general partner and limited partner separately complete Sections B
      and C.

                                    
	 	 	 
	
                                      Trust
      Ownership

                                    	 
      	
                                      Please complete Sections A, B and
      E. If the Trust's total assets are less than $5,000,000, please have each
      beneficiary and trustee of the Trust separately complete Sections B and
      C.

                                    
	 	 	 
	
                                      Limited Liability
      Company

                                    	 
      	
                                      Please complete Sections A, B and
      D. If the LLC's total assets are less than $5,000,000, please have each
      member separately complete Sections B and C.

                                    
	 	 	 
	
                                       Pension
    Plans

                                    	 
      	
                                      Please complete Sections A, B and
      F.

                                    
	 	 	 
	
                                      Custodial
      Ownership

                                    	 
      	
                                      Please complete Sections A, B and
      C.

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      NOTE: If
more than one person is required to complete a section, multiple copies of the
sections herein may be reproduced for submission.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
B

      ACCREDITED
INVESTOR STATUS

      


      B
1.              Please
check one or more of the following definitions of "Accredited Investor", if any,
which apply to you, if none of the following apply to you, please leave it
blank, but complete Section C.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    o

                                  	 
      	
                                    A 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 who has a reasonable expectation of reaching the
      same income level in the current year.

                                  
	 	 	 
	
                                    
                                      o

                                    

                                  	 
      	
                                    A
      natural person whose individual net worth, or joint net worth with that
      person's spouse, at the time of purchase, exceeds
    $1,000,000.

                                  
	 	 	 
	
                                    
                                      o

                                    

                                  	 
      	
                                    A Private Business Development
      Company as defined In Section 202(a)(22) of the Investment Advisors Act of
      1940.

                                  
	 	 	 
	
                                    
                                      o

                                    

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

                                  
	 	 	 
	
                                    
                                      o

                                    

                                  	 
      	
                                    A director or executive officer
      of Southfield Energy Corporation.

                                  
	 	 	 
	
                                    
                                      o

                                    

                                  	 
      	
                                    Any trust, with total assets in
      excess of $5,000,000, not formed for the specific purpose of acquiring the
      Securities, whose purchase is directed by a sophisticated person as
      described in Rule 501(b)(2)(ii) Regulation D.

                                  
	 	 	 
	
                                    
                                      o

                                    

                                  	 
      	
                                    Any entity in which all of the
      equity owners are Accredited Investors.

                                  
	 	 	 
	
                                    
                                      o

                                    

                                  	 
      	
                                    A
      Bank, as defined in Section 3(a)(2) of the Securities Act of 1933 (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; a broker or dealer registered pursuant to Section 15
      of the Securities Exchange Act of 1933 (the "Exchange Act");
      an insurance company as defined in Section 2(13) of the Act; an investment
      company registered under Investment Company Act of 1940 or a business
      development company as defined in Section 2(a)(48) of that Act; a 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; a plan established and maintained by a state, or
      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; an employee benefit plan within
      the meaning of the Employee's 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 advisor, or 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 person that
      are Accredited
Investors.

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      If you do
not qualify as an accredited investor under any of the standards listed above,
then the Company may accept subscriptions from you if management of the Company,
in their sole discretion, believes that you have such knowledge and experience
in financial and business matters that you are capable of evaluating the merits
and risks of this investment.  This belief is necessary in order to
comply with applicable state and federal securities laws.  This
determination will be based on your answers to the following
questions.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      1.         What
is your present individual net worth or your joint net worth with your spouse,
if applicable, including the value of your principal residence, furnishings,
therein and personal automobiles?

      


      
        	
                2.

              	
                What
      was your individual taxable income for last year or joint taxable income
      with your spouse?

              


      

      


      
        	
                3.

              	
                What
      do you expect to be your taxable income or joint taxable income this
      year?

              


      

      


      
        	
                4.

              	
                State
      your experience with investments in the following
    categories:

              


      

      


      
        	
                 
      

              	
                A.

              	
                Marketable
      securities

              


      

      


      


      
        	
                 
      

              	
                B.

              	
                Restricted
      securities (purchased in private
offerings)

              


      

      


      


      
        	
                 
      

              	
                C.

              	
                Other
      investments

              


      

      


      
        	
                5.

              	
                Do
      you have an accountant, lawyer, or investment advisor with whom you have
      discussed this investment?

              


      

      


      Yes   o   No  o     If
yes, please provide the name of the accountant, lawyer or investment
advisor:

      


      __________________________________________________________________________

      


      
        	
                6.

              	
                Please
      provide any additional information you believe is evidence of your ability
      to evaluate the merits and risks of an investment in the Note(s), such as
      ownership of stocks, bond, mutual funds or other securities; ownership of
      real estate, business education or experience; and the nature of your
      duties with the Company or its
subsidiaries.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      SECTION
C

      INDIVIDUAL
INFORMATION

      


      General
Information

      


      Name:
___________________________________________

      


      Age:
_______ Social Security Number: _________________________

      


      Marital
Status: _________________  Spouse’s Name:
_____________________________________

      


      If the
Securities will be owned by two or more individuals (not husband and wife), is
any owner related to any co-owner(s)?    Yes o   No o   If
Yes, please explain the relationship(s):___________________

      


      Principal
Residence:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Street
      Address:

                                    	 	
                                       

                                       

                                    
	
                                      City,
      State

                                    	 	
                                       

                                       
      

                                    
	
                                      Zip
      Code

                                    	 	
                                       

                                       
      

                                    
	
                                      Mailing
      Address

                                       (if different than Street
      Address)

                                    	 	
                                       

                                       
      

                                    
	
                                      City
      , State

                                    	 	
                                       

                                       
      

                                    
	
                                      Zip
      Code

                                    	 	
                                       

                                       
      

                                    
	
                                      Telephone
      Number:

                                    	 	
                                       

                                       
      

                                    
	
                                      Telephone
      Number:

                                    	 	
                                       

                                       
      

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      Current
Employment or Business Activity:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Company
      Name:

                                  	 	
                                     
      

                                     

                                  
	
                                    Address:

                                  	 	
                                     

                                     
      

                                  
	
                                    Street:

                                  	 	
                                     

                                     
      

                                  
	
                                    City,
      State:

                                  	 	
                                     

                                     
      

                                  
	
                                    Zip
      Code:

                                  	 	
                                     

                                     
      

                                  
	
                                    Principal
      Business:

                                  	 	
                                     

                                     
      

                                  
	
                                    Position
      and Title:

                                  	 	
                                     

                                     
      

                                  
	 
      	 	
                                     

                                    Is
      the company publicly owned?: Yes o No o

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      If
Custodian, give same information for Minor as is requested for individuals
directly after response to information for Custodian.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
D

      CORPORATE,
PARTNERSHIP OR LIMITED LIABILITY COMPANY SUBSCRIBERS

      


      General
Information

      


      Legal name of Corporation, Partnership
or LLC:

      ____________________________________________________________________

      


      State of Incorporation or Formation:
__________

      


      Date of Incorporation or Formation:
__________

      


      Federal I.D.
Number:_______________________

      


      Fiscal Year
Ends:_________________________

      


      Number of Equity
Owners:__________________

      


      Name and Title of Executive Officer
Executing Questionnaire:

      


      _____________________________________________________

      


      Address

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Street
      Address:

                                	 	
                                   
      

                                   

                                
	
                                  City,
      State Zip:

                                	 	
                                   

                                   
      

                                
	
                                  Mailing
      Address:

                                	 	
                                   

                                   
      

                                
	
                                  City,
      State and Zip:

                                	 	
                                   

                                   
      

                                
	
                                  Telephone:

                                	 	
                                   

                                   
      

                                
	
                                  Telephone:

                                	 	
                                   

                                   
      

                                


                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
E

      TRUST
SUBSCRIBERS

      


      General
Information

      


      Legal
name:_______________________________________________________________

      


      State of Incorporation or
Formation:__________

      


      Date of Incorporation or Formation:
__________

      


      Federal I.D.
Number:_______________________

      


      Fiscal Year
Ends: _________________________

      


      Number of
Beneficiaries: ______________________

      


      Was the trust formed for the specific
purpose of purchasing Securities?

      Yes o No o

      


      Do the trust assets exceed
$5,000,000?

      Yes o    No
o

      


      Is each beneficial or equity owner of
the trust an Accredited Investor?

      Yes  o   No
o

      


      Address:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Street
      Address:

                                	 	
                                   
      

                                   

                                
	
                                  City,
      State and Zip:

                                	 	
                                   

                                   
      

                                
	
                                  Mailing
      Address:

                                	 	
                                   

                                   
      

                                
	
                                  City,
      State and Zip:

                                	 	
                                   

                                   
      

                                
	
                                  Telephone:

                                	 	
                                   

                                   
      

                                
	
                                  Telephone:

                                	 	
                                   

                                   
      

                                


                        

                      

                    

                  

                

              

            

          

        

      

      


      Authorization:

      


      Please
attach a properly certified copy of the resolutions adopted by the trustees of
the trust authorizing the trust to purchase the Note(s) and authorizing the
trustee named below to execute on behalf of the trust all relevant documents
necessary to subscribe for the purchase of the Note(s).

      


      Name of Authorized Trustee:
_________________________________

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Bank

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Name
      of Bank:

                              	 	
                                 
      

                                 

                              
	
                                Street
      Address:

                              	 	
                                 

                                 
      

                              
	
                                City,
      State and Zip:

                              	 	
                                 

                                 
      

                              
	
                                Telephone:

                              	 	
                                 

                                 
      

                              
	
                                Person
      Familiar with your accounts:

                              	 	
                                 

                                 
      

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
F:

      QUALIFIED
PENSION PLAN ("PLAN")
SUBSCRIBERS

      


      
        	
                 
      

              	
                a.

              	
                The
      plan requires the investment of each beneficiary or participant to be held
      in a segregated account and the plan allows each beneficiary or
      participant to make his own investment decisions and, the decision to
      purchase the Note(s) has been made by the beneficiary or the participant
      and such beneficiary or participant is an Accredited
      Investor;  (Please have each such beneficiary or participant
      execute a separate Questionnaire)

              


      

      


      
        Yes   o No   o (Initial)  ________________

      

      


      b.      OR:  The
investment decisions made for the plan are by a plan fiduciary, whether a bank,
an insurance company or a registered investment advisor;

      


      Yes   o No   o (Initial)  ________________

       

      
        	
                 
      

              	
                c.

              	
                OR:  The
      plan has total assets exceeding
$5,000,000.

              


      

      


      Yes   o No   o (Initial)  ________________

      


      General
Information

      


      Legal
name of Corporation, Partnership or LLC:
_______________________________________

      


      State of Incorporation or
Formation:__________

      


      Date of Incorporation or
Formation:__________

      


      Federal I.D.
Number:_______________________

      


      Fiscal Year
Ends: _________________________

      


      Number of
Beneficiaries:______________________

      


      Principal
Purpose:__________________________________________________________

      


      Business Address:

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Street
      Address:

                              	 	
                                 
      

                                 

                              
	
                                City,
      State and Zip:

                              	 	
                                 

                                 
      

                              
	
                                Mailing
      Address:

                              	 	
                                 

                                 
      

                              
	
                                City,
      State and Zip:

                              	 	
                                 

                                 
      

                              
	
                                Telephone:

                              	 	
                                 

                                 
      

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Authorization

      


      If the
investment decision is being made by a beneficiary or participant of the plan,
please attach applicable trust documents which permit each beneficiary or
participant to make his own investment decisions. In ail other cases, please
attach a properly certified copy of the resolution adopted by the trustees of
the plan trust authorizing the plan to purchase the Note(s) and authorizing the
fiduciary named below to execute on behalf of the plan all relevant documents
necessary to subscribe for and purchase the Note(s).

      


      Name of Authorized Trustee:
_____________________________________________

      


      Bank:

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Name
      of Bank:

                              	 	
                                 
      

                                 

                              
	
                                Street
      Address:

                              	 	
                                 

                                 
      

                              
	
                                City,
      State and Zip:

                              	 	
                                 

                                 
      

                              
	
                                Telephone:

                              	 	
                                 

                                 
      

                              
	
                                Person
      Familiar with your account:

                              	 	
                                 

                                 
      

                              


                      

                    

                  

                

              

            

          

        

      

      


      The
undersigned hereby represents and warrants that the foregoing statements are
true and accurate to the best belief and knowledge of the undersigned and the
undersigned will promptly notify the Company of any changes in the foregoing
answers.

      


      The
undersigned agrees to indemnify and hold harmless the Company, Placement Agents
or the Servicing Agent, and any of their respective officers, directors,
employees, agents, attorneys and affiliates from and against all damages,
losses, costs and expenses (including reasonable attorney fees) which they may
incur by reason of the failure of the undersigned to fulfill any of the terms or
conditions of this Subscription Agreement or the Prospectus, or by reason of any
of the representations and warranties made by the undersigned herein or in any
other document provided by the undersigned to the Company, Placement Agent or
the Servicing Agent, if any.

      


      FOR INDIVIDUALS: 

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Print
      Name:

                              	 	
                                 
      

                                 

                              
	
                                Signature:

                              	 	
                                 

                                 
      

                              
	
                                Print
      Name:

                              	 	
                                 

                                 
      

                              
	
                                Signature:

                              	 	
                                 

                                 
      

                              
	
                                Date::

                              	 	
                                 

                                 
      

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      FOR
PARTNERSHIP AND LLC(S):

      


      
        
          
            
              
                
                  
                    
                      	
                              Name
      of Partnership or LLC:

                            	 	
                               
      

                               

                            
	
                              Name
      of Partner, Member/Manager executing Questionnaire:

                            	 	
                               

                               
      

                            
	
                              Signature
      of Partner, Member/Manager executing Questionnaire:

                            	 	
                               

                               
      

                            
	
                              Date:

                            	 	
                               

                               
      

                            


                    

                  

                

              

            

          

        

      

      


      FOR
CUSTODIANS:

      


      
        
          
            
              
                
                  
                    
                      	
                              Name
      of Minor:

                            	 	
                               

                               
      

                            
	
                              Name
      of Custodian, as Custodian under Uniform Gifts to Minors
    Act:

                            	 	
                               

                               
      

                            
	
                              Signature
      of Custodian, executing Questionnaire:

                            	 	
                               

                               
      

                            
	
                              Date:

                            	 	
                               

                               
      

                            


                    

                  

                

              

            

          

        

      

      


      


      FOR
TRUSTS:

      


      
        
          
            
              
                
                  
                    
                      	
                              Name
      of Trust:

                            	 	
                               
      

                               

                            
	
                              Name
      of Authorized Trustee executing Questionnaire:

                            	 	
                               

                               
      

                            
	
                              Signature
      of Authorized Trustee:

                            	 	
                               

                               
      

                            
	
                              Date:

                            	 	
                               

                               
      

                            


                    

                  

                

              

            

          

        

      

      


      FOR
QUALIFIED PENSION PLANS:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Print
      Name of Qualified Pension Plan:

                                	 	
                                   
      

                                   

                                
	
                                  Name
      of Plan Fiduciary executing Questionnaire:

                                	 	
                                   

                                   
      

                                
	
                                  Signature
      of Plan Fiduciary executing Questionnaire or:

                                	 	
                                   

                                   
      

                                
	
                                  Name
      of Plan Beneficiary executing Questionnaire:

                                	 	
                                   

                                   
      

                                
	
                                  Signature
      of Plan Beneficiary executing: Questionnaire

                                	 	
                                   

                                   
      

                                
	
                                  Date:

                                	 	
                                   

                                   
      

                                


                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      SOUTHFIELD
ENERGY

      CORPORATION

      


      $10,000,000

      


      THREE
YEAR 10% NOTES