Exhibit
      10.20

    SUBSCRIPTION
      AGREEMENT

    (Accredited
      Investor)

    


    


    This
      Subscription Agreement (“Agreement”)
      is
      entered into between SiteWorks Inc US company (the “Company”),
      and
      the undersigned investor, ZONO PLC (Investor”),
      as of
      the date on the Acceptance of Subscription signed by the Company. If more that
      one person signs this Agreement as an investor, then all references to the
      Investor in this Agreement include the co-investor(s).

    


    1.  Subscription

     

    .
      The
      Investor hereby irrevocably agrees to invest, via the purchase of stock at
      30 %
      discount to the average bid price 7 days before and after the sale date of
      shares, over not more than a sis month (6) month period, the guaranteed sum
      of
      $850,000.00 United States Dollars into the Company on accordance with the Terms
      and Conditions of a Convertible Promissory Note, of even date herewith, between
      the Company and the Investor. 

    


    2.  Approval;
      Acceptance

     

    This
      Agreement will become effective only upon acceptance of the Agreement by the
      Company evidenced by the Company’s signature below. If this Agreement is not
      approved and accepted, then the Company will notify the Investor and return
      any
      funds the Investor may have delivered to the Company promptly after
      non-acceptance.

     

    3.  Disclosure

     

    The
      Investor acknowledges that the Investor received and carefully read the
      following documents (the “Disclosure
      Documents”):

     

    
      	·  	
              The
                Company’s financial reports for the period ending December 31,
                2003.

            


    

     

    
      	·  	
              The
                Offering Package of which this Agreement is a part, including the
                Memorandum summarizing the offering of Debentures and Shares, in
                the
                anticipated parent of the Company and the Risk Factors describing
                some of
                the risks of investing in the Company or such
                parent.

            


    

     

    
      	·  	
              The
                business plan and financial
                projections.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      Investor also acknowledges and agrees that:

     

    
      	·  	
              The
                Company has made available to the Investor, or to the Investor's
                attorney,
                accountant or representative, all other documents that the Investor
                has
                requested;

            


    

     

    
      	·  	
              The
                Investor has requested all documents and other information that the
                Investor has deemed necessary for making an investment in the
                Company;

            


    

     

    
      	·  	
              The
                Company has provided answers to all questions concerning the investment
                in
                the Company; and

            


    

     

    
      	·  	
              The
                Investor has carefully considered and has, to the extent the Investor
                believes such discussion necessary, discussed with the Investor's
                professional legal, tax and financial advisers the suitability of
                an
                investment in the Company for the Investor's particular tax and financial
                situation.

            


    

     

    4.  Investor
      Status

     

    .
      The
      Investor certifies that the Investor qualifies as an “Accredited
      Investor”
as
      defined in Regulation  D of the Securities Act of 1933 because the Investor
      is:

     

    
      	___	
              A
                director or executive officer of the Company;


            


    

     

    
      	
              ___

            	
              A
                natural person whose individual net worth, or joint net worth with
                the
                Investor’s spouse, at the time of the purchase exceeds $1,000,000;
                

            


    

    


    
      	
              ___

            	
              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 the Investor’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;
                

            


    

    


    
      	
              ___

            	
              An
                entity that has assets of at least
                $5,000,000.

            


    

    


    
      	___	
              An
                entity in which all of the equity owners are accredited
                investors.

            


    

    


    
      	
              ___

            	
              A
                trust, with total assets in excess of $5,000,000 not formed for the
                specific purpose of acquiring the Shares, whose purchase is directed
                by a
                sophisticated person as described in Rule 506(b)(2)(ii) of Reg. D;
                or

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.  Other
      Securities Issues

     

     The
      Investor represents and warrants to the Company that:

     

    5.1  Risk
      of Loss.

     

     
      The
      Investor recognizes that the Company has a limited operating history, as
      described in the Disclosure Documents, and that an investment in the Company
      involves substantial risks that could result in the loss of the Investor's
      entire investment. The Investor is able, without impairing the Investor’s
      financial condition, to hold the equity interest of the Company for an
      indefinite period and to suffer a complete loss of the Investor’s investment in
      the Company.

     

    5.2  Investment
      Intent.

     

    The
      Investor certifies that it is making the investment for Investor’s own account
      and not on behalf of any other person, nor with a view to, or for resale or
      other distribution of the equity interest of the Company which has been pledged
      as collateral. The Investor is not acting as a “broker” or “dealer” as those
      terms are defined in Section 3 of the Securities Exchange Act of 1934, to the
      Securities. 

     

    6.  Independent
      Advice

     

    .
      The
      Investor understands that this Agreement contains provisions that may have
      significant legal, financial and tax consequences for the Investor. The Investor
      acknowledges that the Company has recommended that the Investor seek independent
      legal, tax and financial advice before entering into this
      Agreement.

     

    7. Confidentiality

     

    .
      The
      Investor acknowledges that the information provided to the Investor regarding
      the Company is confidential and non-public and agrees that all of the
      information will be kept in confidence by the Investor and neither used to
      the
      Investor's personal benefit (other than in connection with the Investor's
      investment decision) nor disclosed to any third party. However, the Investor’s
      obligation of nondisclosure does not apply to any such information that: (a)
      is
      part of the public knowledge or literature and is readily accessible as of
      the
      date of this Agreement, (b) becomes public knowledge or literature and, hence,
      readily accessible through publication not directly or indirectly attributable
      to the Investor, or (c) is received from third parties, except third parties
      who
      disclose it in violation of confidentiality agreements they may have with the
      Company.

     

    8. General
      Provisions

     

    .
      This
      Agreement will be enforced, governed and construed exclusively under the laws
      of
      Germany. The parties consent to the jurisdiction of and venue in any appropriate
      court in Germany. This Agreement is binding upon the Investor, the Investor's
      heirs, estate, legal representatives, successors and assigns, and is for the
      benefit of the Company, its successors and assigns. If any portion of this
      Agreement is held to be invalid by a court having jurisdiction, the remaining
      terms of this Agreement shall remain in full force and effect to the extent
      possible. This Agreement constitutes the entire agreement of the parties, and
      supercedes all previous agreements, written or oral, with regard to the
      Investor’s investment in the Company. Any agreement to waive or modify any term
      of this Agreement must be in writing signed by both parties. This Agreement
      may
      be executed in two or more counterparts, all of which shall constitute but
      one
      and the same instrument.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.  Investor
      Information

     

    .
      The
      Investor certifies under penalty of perjury that the information following
      the
      Investor’s signature is correct as of the date of the signature.

     

    Executed
      as of the date first written above.

    


    INVESTOR:

    


    ZONO
      PLC
      a UK company

    


    Signature:
             

    Name:
        Gerard
      Kamperveen      

    Title:
              

    Residence
      Address:       

     

    Daytime
      Telephone      

    E-Mail
      Address:       

    Social
      Security or Tax Identification Number: 980423454

     

    Date
      signed:      

     

     

    CO-INVESTOR
      (if
      applicable):

     

    Signature:
             

    Name:
              

    Title:
              

    Residence
      Address:       

     

    Daytime
      Telephone      

    E-Mail
      Address:       

    Social
      Security or Tax Identification Number:    

     

    Date
      signed:      

     

    If
      Joint Ownership, check one (all parties must sign above): 

     

    [
      ] Joint
      Tenants with Right of Survivorship [ ] Tenants in Common [ ] Community
      Property

    


    If
      Investor is a fiduciary or business organization, check
      one:

    [
      ]
      Trust   [
      ]
      Estate  [
      ] Power
      of Attorney

    [
      ]
      Name and Type of Business Organization:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    a.  ACCEPTANCE
      OF SUBSCRIPTION

     

    


    


    This
      Subscription has been approved by the Company and is accepted for and on behalf
      of the Company as of __Dec _, 2004.

     

    


     

      SITEWORKS
      

    By:
            

    Name:
       C
      M
      Nurse

    Title:
       CEO