Filed by Automated Filing Services Inc. (604) 609-0244 - Garuda Capital Corp. - Exhibit 10.1





 Exhibit 10.1 Form of Subscription Agreement dated March 15,
  2005 

 SUBSCRIPTION FOR THE PURCHASE OF UNITS OF GARUDA CAPITAL
  CORP. 

 ______________, 2005 

  (date) 

 Garuda Capital Corp. 

  502 - 1978 Vine Street 

  Vancouver, BC 

  Canada 

  V6K 4S1 

 The Undersigned hereby offers to purchase from Garuda Capital
  Corp. ("Garuda Capital" or the “Company”) ________
  Units, at a price of $0.10 U.S. per Unit, for a total purchase price of
  $_________ . The Undersigned acknowledges that the Company is offering outside
  the United States, in accordance with the provisions of Regulation S, promulgated
  under the Securities Act of 1933 (the “Securities Act”),
  up to 15,000,000 Units.

 Each Unit is comprised of (i) one share of common stock, par
  value $.001 per share of the Company (“Shares”), and
  (ii) one-half non-transferable Warrant, with each one Warrant to purchase one
  Share at an exercise price of $0.20 U.S. per Share, exercisable for a period
  of two years from the date of issuance, at which time the Warrants expire. (The
  Units, Shares and Warrants are sometimes referred to herein collectively as
  the “Securities”).

 The Undersigned understands that the Securities will not be
  registered or qualified under any Federal or state securities laws in reliance
  upon exemptions therefrom. In order to induce Garuda Capital to sell the Units
  as provided for herein, the Undersigned acknowledges and agrees that the Undersigned,
  for itself and for its legal representatives, successors and assigns, hereby
  makes the following representations, warranties and acknowledgments, intending
  that Garuda Capital rely hereon, to Garuda Capital, and covenants with Garuda
  Capital, as follows:

	 1.      	 The Undersigned has had a reasonable opportunity
        to ask questions of and receive answers from Garuda Capital and its officers
        regarding the Securities, and all such questions have been answered to
        the full satisfaction of the Undersigned. No oral representations or oral
        information or oral information furnished to the Undersigned, or relied
        upon by the Undersigned, in connection with the Undersigned’s purchase
        of the Securities, were in any way inconsistent with the written material
        provided by Garuda Capital. 

	 
	 2.      	 Garuda Capital has made available to the Undersigned
        all requested documents and records in its possession, and has offered
        the Undersigned an opportunity to discuss this 



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	 	 investment with Garuda Capital and/or representatives
        of Garuda Capital and obtain any additional information necessary to verify
        the accuracy of any information furnished. The Undersigned acknowledges
        that no information furnished by Garuda Capital constitutes investment,
        accounting, legal or tax advice. The Undersigned is relying solely upon
        itself and its professional advisors, if any, for such advice. 

	 
	 3.      	 The Undersigned has relied solely upon its own independent
        investigation in making a decision to purchase the Units. The Units are
        speculative investments which involve a substantial degree of risk with
        no assurance of any income from such investments and the possibility that
        such Units may become worthless. The Undersigned acknowledges that there
        is only a limited market for the Shares in the United States, and no market
        for the Warrants. The Undersigned must therefore be prepared to bear the
        economic risks for an indefinite period. 

	 
	 4.      	 The Undersigned acknowledges that (a) the Securities
        (including Shares acquired pursuant to the exercise of the Warrants) are
        not being registered under the laws of any jurisdiction and are being
        sold pursuant to an exemption from registration set forth in the Securities
        Act and (b) Garuda Capital has not furnished the Undersigned with all
        information that would be included in the applicable registration statement
        if the Units were offered and registered under the Securities Act. 

	 
	 5.      	 The Undersigned understands and acknowledges that
        the Securities (including Shares acquired pursuant to the exercise of
        Warrants), are “restricted securities,” as defined
        by the Securities Act, and agrees to resell the Securities (including
        Shares acquired pursuant to the exercise of Warrants) only (a) pursuant
        to a registration statement under the Securities Act, (b) pursuant to
        a written opinion of legal counsel for Garuda Capital stating that such
        resale is exempt from registration, or (c) outside the United States in
        accordance with the provisions of Regulation S, promulgated under the
        Securities Act. 

	 
	 6.      	 The Undersigned acknowledges that the Securities
        will bear a restrictive legend describing the limitations on their offer,
        sale, transfer, assignment, pledge, hypothecation, or other disposition.
      

	 
	 7.      	 The Undersigned represents that the Securities will
        be acquired solely for the account of the Undersigned, solely for investment
        purposes and not with a view to resale or distribution, and that no other
        person has, or will acquire, any direct or indirect interest in the Securities.
        The Undersigned has no contract, undertaking, agreement or arrangement
        with any person to sell, transfer or pledge to such person, or anyone
        else, the Securities, or any interest therein, and the Undersigned has
        no plans to enter into any such contract, undertaking, agreement or arrangement.
        The Undersigned understands that he may not dispose of the Securities,
        or any part thereof, or any interest therein, unless and until legal counsel
        for Garuda Capital shall have provided its written opinion that the intended
        disposition does not violate the law of any jurisdiction. The Undersigned
        acknowledges that the Securities are non-transferable, that it will not
        be possible for the Undersigned to liquidate its investment readily in
        case of an emergency and, therefore, must bear the financial risk of the
        investment for an indefinite period. 



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	 8.      	 The Undersigned is knowledgeable and experienced
        in making and evaluating investments. The investments of the Undersigned
        in, and its commitments to, all non- liquid investments (including an
        investment in Garuda Capital) are reasonable in relation to its net worth,
        and the Undersigned has the ability to bear the financial risk of an investment
        in Garuda Capital. 

	 
	 9.      	 The Undersigned will indemnify and hold Garuda Capital,
        its affiliates, and representatives, harmless from and against any and
        all loss, liability, cost, damage, expense (including attorney's fees
        and expenses) and claims arising out of, in connection with or resulting
        (i) from the sale or distribution of any Securities by the Undersigned
        in violation of any applicable law, rule or regulation, and (ii) any misrepresentation
        by the Undersigned or any breach of any warranties herein or any covenants
        or agreements set forth herein. 

	 
	 10.      	 The Undersigned understands and acknowledges that
        no federal or state agency, governmental authority, regulatory body, stock
        exchange or other entity in the United States, or any other jurisdiction,
        has made any finding or determination as to the merits of this investment,
        nor have any such agencies, governmental authorities, regulatory bodies,
        stock exchanges or other entities made any recommendation or endorsement
        with respect to the Securities. 

	 
	 11.      	 The Undersigned acknowledges that Garuda Capital,
        in its sole discretion, reserves the unconditional right to (a) accept
        or reject, in whole or in part, this subscription, with or without cause,
        and (b) waive any requirements of this subscription. To the extent this
        subscription may ultimately be rejected, subscriptions received by Garuda
        Capital shall be refunded, without interest, to the Undersigned. 

	 
	 12.      	 The Undersigned represents, warrants, and acknowledges
        that (a) the Units were not offered or distributed to the Undersigned
        through an advertisement in printed media of general and regular paid
        circulation, radio or television, and (b) it did not attend any seminars
        or meetings regarding this offering, in which the attendees were invited
        by any general solicitation or general advertising. 

	 
	 13.      	 The Undersigned is a shareholder of the Company,
        or a business associate of one of the officers or directors of the Company.
      

	 
	 14.      	 The Undersigned understands and acknowledges that,
        in addition to the other rights reserved by the Company herein, the Company
        reserves the unconditional right to terminate this Offering at any time,
        without notice. 

	 
	 15.      	 The Undersigned understands and agrees that the
        foregoing is not, and will not be, revocable by the Undersigned at any
        time, and represents that it gives this document to Garuda Capital intending
        to be legally bound hereby. 



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	 	 ________________________________
	 	 Signature  
	 	 
	 	 ________________________________
	 	 Print Name (Undersigned)  
	 	 
	 	 Date:  ___________________________
	 	 
	 	 ________________________________ 
	 	 [Address]  
	 	 ________________________________
	 	 
	 	 ________________________________ 
	 	 [Country]  
	 	 
	 	 E-mail address:  ___________________
	 	 
	 	 Fax Number:  _____________________
	 	 
	 	 Telephone Number:  ________________




 Subscription Amount:

	 	Subscription Funds:	US$ ___________________
	 	 	 
	 	Number of Units: 	_______________________



This Subscription has been executed by Garuda Capital in acceptance of the Undersigned’s subscription application. 


GARUDA CAPITAL CORP. 

 _____________________

  By 

 March 15, 2005                   

  Date 

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 APPENDIX I 

 

 Garuda Capital Corp. 

Unit Offering 

February 2005 


How to Subscribe 


In order to subscribe for Units, you must do the following: 


  Complete (please print) and sign this Subscription Agreement and return to
    the Company by fax and regular mail. 

  Please both 1) fax and 2) mail this document, along with a check payable
    to “Garuda Capital Corp.” for the full amount of your subscription
    to: 




  Garuda Capital Corp. 

    502 - 1978 Vine Street 

    Vancouver, BC 

    Canada 

    V6K 4S1

  Fax Number: (604) 737-1727 



 

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