Exhibit 10.3


    
      

    


    Name
      of Subscriber:_________________

    


    Principal
      Amount: $_________________

    


    UNIVERSAL
      TRACKING SOLUTIONS, INC.

    SUBSCRIPTION
      AGREEMENT

    


    UP
      TO 3,000,000 SHARES OF COMMON STOCK AT $.20 PER SHARE

    


    AGREEMENT
      dated as
      of the date set forth below, by and between Universal Tracking Solutions, Inc.,
      a Nevada corporation (the “Company”) having a principal office at 3317 S. Higley
      Rd., Suite 114-475, Gilbert, Arizona, 85297, and the person or entity whose
      signature appears at the end of this Agreement (the “Investor”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Company desires to sell shares of its Common Stock (the “Stock”) in the
      aggregate amount of not more than U.S. $300,000 to certain persons, including
      the Investor.

    


    WHEREAS,
      the
      Investor wishes, pursuant to the terms and conditions hereinafter set forth,
      to
      purchase the amount of Shares set forth on the signature page of this
      Agreement.

    


    NOW
      THEREFORE,
      in
      consideration of the premises, and the respective representations and warranties
      hereinafter set forth, the Company and the Investor agree as
      follows:

    


    1. SUBSCRIPTION.

    


    Upon
      the
      terms and subject to the conditions of this Agreement, the Investor, intending
      to be legally bound, hereby irrevocably subscribes for and agrees to purchase
      the amount of the Company’s Shares indicated on the signature page hereof.


    


    2. PURCHASE
      AND CLOSING.

    


    The
      Investor delivers herewith the consideration in United States dollars (the
      “Purchase Price”) required to purchase the Shares subscribed for hereunder. The
      Purchase Price is being paid simultaneously herewith by delivery to the Company
      of a wire transfer or check payable to the Company in the amount of the Purchase
      Price.

    


    2.2 At
      the
      Closing, the Company will deliver the following to the Investor:

    


    (a) a
      certificate, in due and proper form, representing the Shares purchased;
      and

    


    (b) a
      counterpart of this Agreement executed by the Company. 

    


    3. INVESTOR
      REPRESENTATIONS AND WARRANTIES.

    


    The
      Investor hereby acknowledges, represents and warrants to, and agrees with,
      the
      Company as follows:

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              3.1

            	
              The
                undersigned acknowledges his understanding that the offering and
                sale of
                the Shares are restricted and will be included in a Registration
                Statement
                to be filed with the Securities and Exchange Commission. In furtherance
                thereof, the undersigned represents and warrants to and agrees with
                the
                Company that the undersigned has the financial ability to bear the
                economic risk of his investment, has adequate means for providing
                for his
                current needs and personal contingencies and has no need for liquidity
                with respect to his investment in the
                Company.

            


    

    


    3.2 The
      Investor:

    


    
      	 	
              (a)

            	
              has
                been given the opportunity to ask questions of and receive answers
                from
                the Company concerning the terms and conditions of the offering and
                other
                matters pertaining to this investment, and has been given the opportunity
                to obtain such additional information necessary to verify the accuracy
                of
                the information contained in the Documents or that which was otherwise
                provided in order for him to evaluate the merits and risks of purchase
                of
                the Stock to the extent the Company possesses such information or
                can
                acquire it without unreasonable efforts or expense, and has not been
                furnished any other offering literature or prospectus except as mentioned
                herein or in the Documents; 

            


    

    


    (b) has
      been
      provided an opportunity to obtain additional information concerning the
      offering, the Company and all other information to the extent the Company
      possesses such information or can acquire it without unreasonable effort or
      expense;

    


    (c) has
      not
      been furnished with any oral representation or oral information in connection
      with the offering of the Stock which is not contained in the Documents;
      and

    


    (d) has
      determined that the Stock is a suitable investment for him/her and that at
      this
      time (s)he could bear a complete loss of his investment.

    


    3.3 The
      undersigned is not relying on the Company thereof with respect to economic
      considerations involved in this investment. The undersigned has relied on the
      advice of, or has consulted with, in regard to the economic considerations
      involved in this investment, only those persons, if any, named as Purchaser
      Representative. The undersigned is capable of evaluating the merits and risks
      of
      this investment on the terms and conditions set forth in the Documents and
      each
      has disclosed to the undersigned in writing (a copy of which is annexed to
      this
      agreement) the specific details of any and all past, present or future
      relationships, actual or contemplated, between himself and the Company or any
      affiliate or subsidiary of any of the foregoing;

    


    3.4 If
      the
      Investor is a corporation, partnership, trust or other entity, the person
      signing this Subscription Agreement on behalf of such entity has been duly
      authorized by such entity to do so;

    


    3.5 No
      representation or warranties have been made to the Investor by the Company,
      or
      any officer, employee, agent, affiliate or subsidiary of the Company, other
      than
      the representations of the Company herein.

    


    3.6 The
      undersigned confirms that the decision to subscribe for the Stock was not made
      as a result of any material information about the Company’s affairs that had not
      been publicly disclosed;

    


    3.7 The
      undersigned acknowledges that:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (a)
       the
      undersigned is purchasing the Stock pursuant to an exemption under the Act
      on
      the basis that the undersigned is sophisticated and, as a
      consequence:

    


    (i) is
      restricted from using most of the civil remedies available under securities
      legislation,

    


    (ii) may
      not
      receive information that would otherwise be required to be provided to him
      under
      securities legislation, and

    


    (iii) the
      Company is relieved from certain obligations that would otherwise apply under
      securities legislation; 

    


    (b) the
      Stock
      is being purchased by the undersigned as principal for investment only and
      not
      with a view to the distribution thereof, and the undersigned is not
      participating directly or indirectly in any underwriting of the
      Stock.

    


    (c) the
      undersigned has had an opportunity to ask questions of, and receive answers
      from
      persons acting on behalf of the Company;

    


    3.8 The
      foregoing representations, warranties and agreements shall survive the
      Closing.

    


    4. INVESTOR
      AWARENESS. 

    


    The
      Investor acknowledges, represents, agrees and is aware that:

    


    4.1 No
      Federal or state agency has passed on the Stock or made any finding or
      determination as to the fairness of this investment;

    


    4.2 There
      are
      substantial risks incident to the purchase of Stock; and

    


    4.3 The
      foregoing acknowledgments, representations, warranties and agreements shall
      survive the Closing Date and the return of subscriber’s funds if subscriptions
      are not accepted.

    


    5. INDEMNITY. 

    


    The
      Investor agrees to indemnify and hold harmless the Company and each other
      person, if any, who controls it within the meaning of Section 15 of the
      Securities Act of 1933, as amended (the “Act”) against any and all loss,
      liability, claim, damage and expense whatsoever (including, but not limited
      to,
      any and all expenses whatsoever reasonably incurred in investigating, preparing
      for or defending against any litigation commenced or threatened or any claim
      whatsoever) arising out of or based upon any false representation or warranty
      or
      breach or failure by the Investor to comply with any covenant or agreement
      made
      by the Investor herein.

    


    6. COMPANY
      REPRESENTATIONS AND WARRANTIES.

    


    The
      Company hereby acknowledges, represents and warrants to, and agrees with the
      Investor (which representations and will be true and correct as of the date
      of
      the Closing as if the Agreement were made on the date of Closing) as
      follows:

    


    6.1 The
      Company has been duly organized, is validly existing and is in good standing
      under the laws of Nevada. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    6.2 The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement and to perform its obligations hereunder. The execution and
      delivery of this Agreement by the Company do not, and the performance of its
      obligations hereunder will not, violate or conflict with any provision of the
      Company’s Certificate of Incorporation or Bylaws. All corporate action on the
      part of the Company required for the authorization, execution and delivery
      of
      this Agreement and the performance of its obligations hereunder, including
      the
      issuance and delivery of the Stock, have been taken. This Agreement has been
      duly executed and delivered by the Company, and assuming due execution and
      delivery by the Purchaser, constitutes a valid and legally binding obligation
      of
      the Company enforceable in accordance with its terms, except as limited by
      (i)
      applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
      of
      general application affecting enforcement of creditors’ rights generally and
      (ii) equitable principles relating to the availability of specific performance,
      injunctive relief and other equitable remedies.

    


    6.3 The
      Stock
      which are being purchased by the Purchaser hereunder are duly authorized and,
      when issued, sold and delivered in accordance with the terms hereof, will be
      duly and validly issued, and, based upon the representations of the Purchaser
      in
      this Agreement, will be issued in compliance with the registration requirements
      of all applicable federal and state securities laws. The Common Stock issuable
      is duly authorized and has been duly and validly reserved for issuance and,
      upon
      issuance to the Purchaser in accordance with the terms of the Subscription
      Agreement, will be duly and validly issued, fully paid and non assessable,
      and
      issued in compliance with the registration requirements of all applicable
      federal and state securities laws or exemption therefrom, as presently in
      effect, of the United States and will be freely tradable without further
      restriction.

    


    6.4 The
      execution and delivery by the Company of, and the performance by the Company
      of
      its obligations under this Agreement in accordance with the terms of this
      Agreement will not contravene any provision of applicable law or the charter
      documents of the Company or any agreement or other instrument binding upon
      the
      Company, or any judgment, order or decree of any governmental body, agency
      or
      court having jurisdiction over the Company, and no consent, approval,
      authorization or order of, or qualification with, any governmental body or
      agency is required for the performance by the Company of its obligations under
      this Agreement in accordance with the terms of this Agreement.

    


    6.6 The
      Company is not in violation of its charter or bylaws and is not in default
      in
      the performance of any bond, debenture, note or any other evidence of
      indebtedness or any indenture, mortgage, deed of trust, license, contract,
      lease
      or other instrument to which the Company is a party or by which it is bound,
      or
      to which any of the property or assets of the Company is subject, except such
      as
      have been waived or which would not have, singly or in the aggregate, a material
      adverse effect on the Company, taken as a whole. 

    


    6.8 The
      execution and delivery by the Company of, and the performance by the Company
      of
      its respective obligations under this Agreement will not contravene any
      provision of law known by the Company to be applicable to it, or the charter
      documents of, the Company or any subsidiary of the Company, or any judgment,
      order or decree of any governmental body, agency or court having jurisdiction
      over the Company or any subsidiary of the Company and no consent, approval,
      authorization or order of, or qualification with, any governmental body or
      agency is required for the performance by the Company of its obligations under
      this Agreement in accordance with the terms of this Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    6.9 There
      is
      no material litigation or governmental proceeding pending, or to the knowledge
      of the Company, threatened against, or involving the property or the business
      of
      the Company, or, to the best knowledge of the Company which would adversely
      affect the condition (financial or otherwise), business, prospects or results
      of
      operations of the Company, taken as a whole.

    


    6.10 The
      foregoing representations, warranties and agreements shall survive the
      Closing.

    


    7. MISCELLANEOUS. 

    


    7.1 Modification. Neither
      this Agreement nor any provisions hereof shall be modified, discharged or
      terminated except by an instrument in writing signed by the party against whom
      any waiver, change, discharge or termination is sought.

    


    7.2 Notices.
      Any
      notice, demand or other communication which any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be sufficiently given
      if
      (a) deposited, postage prepaid, in a United States mail letter box, registered
      or certified mail, return receipt requested, addressed to such address as may
      be
      given herein, or (b) delivered personally at such address.

    


    7.3 Counterparts.
      This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts, and each of such counterparts shall, for all purposes,
      constitute one agreement binding on all the parties, notwithstanding that all
      parties are not signatories to the same counterpart.

    


    7.4 Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their heirs, executors, administrators,
      successors, legal representatives and assigns. If the undersigned is more than
      one person, the obligation of the Investor shall be joint and several, and
      the
      agreements, representations, warranties and acknowledgments herein contained
      shall be deemed to be made by and be binding upon each such person and his
      heirs, executors, administrators and successors.

    


    7.5 Entire
      Agreement.
      This
      instrument contains the entire agreement of the parties, and there are no
      representations, covenants or other agreements except as stated or referred
      to
      herein.

    


    7.6 Assignability.
      This
      Agreement is not transferable or assignable by the Investor except as may be
      provided herein.

    


    7.7 Applicable
      Law. 

    


    
      	 	
              (a)

            	
              It
                is the intention of the parties that the laws of the State of Arizona
                shall govern the validity of this Agreement, the construction of
                its terms
                and the interpretation of the rights and duties of the parties.
                

            


    

    


    
      	 	
              (b)

            	
              In
                the case of any dispute, question, controversy or claim arising among
                the
                parties hereto which shall arise out of or in connection with this
                Agreement, the same shall be submitted to arbitration before a panel
                of
                three arbitrators in Gilbert, Arizona, in accordance with the rules
                of the
                American Arbitration Association. One arbitrator shall be appointed
                by the
                party or parties bringing the claims ("Claimant") and one arbitrator
                shall
                be appointed by the party or parties defending the claim ("Respondent").
                The arbitrators selected by such parties shall be selected within
                thirty
                (30) days after notification by the Claimant to the Respondent that
                it has
                determined to submit such dispute, question, controversy or claim
                

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    to
      arbitration. The two arbitrators so selected shall select a third arbitrator
      within thirty (30) days after the selection of the arbitrator selected by such
      parties. Should a party fail to select an arbitrator within the specified time
      period, or should the arbitrators selected by the parties fail to select a
      third
      arbitrator, the missing arbitrator or arbitrators shall be appointed by the
      Gilbert, Arizona office of the American Arbitration Association. The decision
      of
      the panel shall be final and binding on the parties and enforceable in any
      court
      of competent jurisdiction. The costs of the arbitration will be imposed upon
      the
      Claimant and Respondent as determined by the arbitration panel or, failing
      such
      determination, will be borne equally by the Claimant and the Respondent. The
      successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys fees in addition to any other relief to which it may be
      entitled.

    


    
      	 	
              (c)

            	
              In
                the event of any dispute, question, controversy or claim arising
                among the
                parties hereto which shall arise out of or in connection with this
                Agreement, the parties shall keep the proceeding related to such
                controversy in strict confidence and shall not disclose the nature
                of said
                dispute, the status of the proceeding or any testimony, documents
                or
                information obtained or exchanged in the course of said proceeding
                without
                the express written consent of all parties to such
                dispute.

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    8. EXECUTION.

    


    
      	 	
              8.1

            	
              Subscriber.
                The Investor has executed this Subscription Agreement on this ____
                day of
                ____________, 2006.

            


    

    


    Number
      of
      Shares of Stock to be purchased at $.20 per share:    

       

    Total
      Purchase Price: $         

    


    8.2 The
      Company.
      

    


    Accepted
      this _________ day of ________________, 2006.

    


    Universal
      Tracking Solutions, Inc.

    


    By: ______________________________

    Keith
      Tench, CEO

    


    The
      undersigned hereby subscribes for ____________ shares of Stock, and agrees
      to
      pay herewith funds in the amount of ____________________________U.S. Dollars
      ($________________ U.S.). 

    


    The
      undersigned acknowledges that this subscription shall not be effective unless
      accepted by the Company as indicated below.

    


    Dated
      this _____ day of ________________, 2006.

    


    
      	 	
              Delivery
                Instructions: Please print the address to which you want your securities
                delivered to

            
	
              (Signature)

            	 
	 	
              Attn:

            
	
              Name:
                Please Print

            	 
	 	
              Name
                of Addressee

            
	
              Title/Representative
                Capacity

            	 
	 	
              Street
                Address

            
	
              Name
                of Company You Represent

            	 
	 	
              City,
                State Zip Code

            
	
              Place
                of Execution

            	 
	 	
              Phone
                Number (For Overnight Packages)

            
	
              REGISTERED
                HOLDER:

            	 
	 	
              Email
                Address

            
	
              Exact
                Name You Want the Security to be Registered to (Please Print Exact
                Registered Name)

            	 
	 	 
	
              Social
                Security or Tax ID Number of Subscriber