ex101.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing




	Exhibit
      10.1




SHARE SUBSCRIPTION
AGREEMENT

 

THIS SHARE SUBSCRIPTION AGREEMENT is dated and
is effective the 27th day of March, 2006.

	BETWEEN :  	ASIA PROJECTS CORPORATION. a Nevada
      corporation, with registered office  
	                                 
      at Suite 200- 245 East Liberty Street, Reno, Nevada 89501, U.S.A.
    
	  	( hereinafter called “ APC or the Company ”
      )  
	AND :  	
       

      . 
      SHAREHOLDER, whose address is,

	  	( hereinafter called the “ INVESTOR ”
      )  



WHEREAS              
 APC, an incorporated Nevada company, is desirous of offering ________of
its 

Common Shares ( the Shares ) to be subscribed
for. The purpose of the offering is to raise funding 

to defray the Company’s expenses. 

AND WHEREAS the INVESTOR has agreed to
subscribe and the Company has agreed to offer 

the Shares to be subscribed on the terms and
conditions herein set forth :


	NOW THEREFORE IT IS AGREED
  :




	1.   
        	
      The INVESTOR hereby desires to subscribe
      to________of the Shares at a price of 

      US$0.01 per share, for a total sum of
      US$________
. 

	 
	2.   
        	
      Upon receipt of the full purchase price
      by the Company, the Company will issue a Share 

      Certificate for ________of its Common
      Shares, within thirty ( 30 ) days. Such Share 

      Certificate can be picked up, or will be
      mailed by registered post to the address of the 

      INVESTOR, or his designate.
    

	 
	3.   
        	
      All payments by the INVESTOR are irrevocable and is
      not subject to termination by the

       INVESTOR. 

	 


1




	4.      	
      As material inducement to accept the subscription, the
      INVESTOR hereby represents and 

      warrants to the Company as of the date hereof that
      : 

	 
	 	(a)      	He/she has sufficient assets to pay for
      the Shares without endangering his/her liquidity. 
	 
	 	(b)      	He/she is financially ready, able and
      willing to subscribe to the Shares, and can bear the 
	 
	 	economic risk of losing the
      entire investment. 
	 
	 	(c)      	He/she has substantial experience in
      making investment decisions of this type, and has 
	 
	 	been properly advised by
      his/her financial representative to do so. 
	 
	 	(d)      	He/she has understands that he/she is
      acquiring the Shares without being furnished any 
	 
	 	
      offering literature, prospectus or business plan of
      the Company, except what will be 

      contained in a future Registration Statement when the
      Company files with the SEC of the 

      United States, which will be available through the
      internet. 

	 
	 	(e)      	He/she has had an opportunity to ask
      questions of and receive answers from the 
	 
	 	Company on matters that
      pertain to the Company. 
	 
	 	(f)      	he/she understands that the investment
      offered has not been registered under the Act, 
	 
	 	
      and he/she is acquiring the Shares for his/her own
      account, for investment purposes only, 

      and not with a view towards resale or
      distribution. 

	 
	 	(g)      	He/she is not a United States
      person. 
	 
	 	(h)      	He/she is not purchasing the Shares for
      the benefit of any U.S. person. 
	 
	5.      	The INVESTOR acknowledges that
      there will be a twelve month hold on such Shares. 
	 
	6.      	
      The INVESTOR fully understands that the book value of
      each Share is valued at US$0.001, 

      and that the sale price of such Shares may not reflect
      the book value at all. 

	 
	7.      	
      The INVESTOR acknowledges that such Shares offered for
      sale, may not have a market at 

      all, thereby requiring its investment to be maintained
      for an indefinite period of time. 

	 
	8.      	
      The INVESTOR agrees to indemnify and hold harmless the
      Company, its directors and 

      officers from any and against any and all loss, damage
      or liability due to or arising out of 

      any breach of any representation or warranty of the
      undersigned contained in this Share 

      Subscription Agreement. 

	 


2




	9.      	
      This Agreement constitutes the entire agreement
      between the parties hereto relating to the 

      subject matter hereof and supersedes all prior and
      contemporaneous agreements, 

      understanding, negotiations and discussions, whether
      oral or written, of the parties and 

      their representatives, and there are no general or
      specific warranties, representations, or 

      other agreements by or among the parties in connection
      with the entering into of this 

      Agreement or the subject matter hereof except as
      specifically set forth herein. 

	 
	10.      	The INVESTOR declares that all of the foregoing information is
      true and correct. 
	 


	IN WITNESS 
      WHEREOF this Agreement has been executed
      as of the day, month and year first  
	above written.  	 




	Signed, Sealed and Delivered  	  
	by the INVESTOR in the presence of
      :  	  
	  	
          

       /s/ SHAREHOLDER 
      

      _______________________________

	
      Witness 

      ________________________

       
	SHAREHOLDER  
	
      Address 

      ________________________ 

       
	  
	Signed, Sealed and Delivered  	
       

      ASIA PROJECTS CORPORATION

	by APC in the presence of :  	  
	 
      ______________________	
             /s/ DUDLEY
      DELAPENHA  

       ________________________________

                   
      Authorized Signatory

	
      Witness  

      _______________________
	 
	Address  	 




3