Exhibit 10.1


    
      

    


    SECURITIES
      SUBSCRIPTION AGREEMENT

    


    THIS
      SECURITIES SUBSCRIPTION AGREEMENT, dated as of August 1, 2006 ("Agreement"),
      is
      executed in reliance upon the exemption from registration afforded by Rule
      506
      promulgated under Regulation D by the Securities and Exchange Commission
      ("SEC"),
      under
      the Securities Act of 1933 (“Act”), as amended and/or under any other available
      exemption from registration under the Act. Capitalized terms used herein and
      not
      defined shall have the meanings given to them in Rule 506 and Regulation
      D.

    


    This
      Agreement has been executed and entered into by and between ______________
      ("Buyer"),
      to
      purchase certain securities of the Seller consisting of units comprised of
      one
      share of common stock and one warrant to purchase an additional share of common
      stock (“Units”). Buyer hereby intends to subscribe to purchase ________
      Units
      from Universal Tracking Solutions, Inc., a corporation organized under the
      laws
      of Nevada, with executive offices at 3317 S. Higley Rd., Suite 114-475, Gilbert,
      AZ 85397 (the “Seller”) at a purchase price of $0.20 per Unit, with the
      aggregate purchase price equaling ___________.
      Buyer
      hereby represents and warrants to, and agrees with Seller:

    


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      AND
      ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION
      3(b) OR SECTION 18 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES
      AND
      REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND RULE 506 OF REGULATION
      D PROMULGATED THEREUNDER. 

    


    THE
      SECURITIES PURCHASED UNDER THIS AGREEMENT WILL BEAR A RESTRICTIVE LEGEND
      REFLECTING THAT THE SHARES OF COMMON STOCK THAT ARE THE SUBJECT OF THIS
      AGREEMENT ARE “RESTRICTED SECURITIES” WITHIN THE DEFINITION OF REGULATION D OF
      THE 1933 ACT.

    


    1.
      Agreement
      to Subscribe; Purchase Price.

    


    (a)
      Subscription.
      The
      undersigned Buyer hereby subscribes for and agrees to purchase the Seller's
      Units consisting of shares of Seller’s common stock, par value $.0001 per share
      (“Common Stock”), in the amount of ________
      shares
      at a price of $0.20 per share for a total aggregate purchase price of
________
      (“Purchase Price”), which Units also include certain Warrants as set forth in
      that certain Warrant Agreement of even date herewith that has been entered
      into
      by and between the Seller and the Buyer. 

    


    (b)
      Payment.
      The
      Purchase Price for the Units shall be delivered to the Seller on the date of
      this Agreement, against the delivery to the Buyer of duly authorized shares
      of
      the Seller’s Common Stock, in the amount set forth above in Section 1(a) of this
      Agreement and upon duly authorized delivery of the Warrant Agreement and Warrant
      Certificates of even date herewith. 

    


    (c)
      Closing.
      Subject
      to the satisfaction of the conditions set forth in Sections 7, 8 and 11 below,
      the Closing of the transactions contemplated by this Agreement shall take place
      (“Closing
      Date”)
      when
      (i) Seller delivers the Common Stock to the Buyer, (ii) Seller executes this
      Agreement, the Warrant Agreement and issues the Warrant Certificates and any
      other transaction documents, including appropriate resolutions of its Board
      of
      Directors, and (iii) Buyer pays the Purchase Price for the Units as shown in
      Section 1(a) of this Agreement.

    


    2.
      Buyer
      Representations and Covenants; 

    


    In
      connection with the purchase and sale of the Units, Buyer represents and
      warrants to, and covenants and agrees with Seller as follows:

    


    (a)
      Buyer
      is not, and on the closing date will not be, an affiliate of
      Seller;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b)
      Buyer
      is an “accredited investor” as defined in Rule 501 of Regulation D promulgated
      under the 1933 Act and under Section 18 of the Act, and is purchasing the Units
      and the securities comprising the Units for his own account and Buyer is
      qualified to purchase the Units under the laws of the State of Buyer’s
      residence.;

    


    (c)
      All
      offers and sales of any of the Units by Buyer shall be made in compliance with
      any applicable securities laws of any applicable jurisdiction and in accordance
      with Rule 506, as applicable, of Regulation D or pursuant to any other available
      exemption from registration;

    


    (d)
      Buyer
      understand that the Units, the Common Stock, the Warrant Agreement, Warrant
      Certificates and Warrant Shares are not registered under the 1933 Act and are
      being offered and sold to the Buyer in reliance on specific exemptions from
      the
      registration requirements of Federal and State securities laws, and that Seller
      is relying upon the truth and accuracy of the representations, warranties,
      agreements, acknowledgments and understandings of Buyer set forth herein and
      in
      all other collateral documents required by this transaction in order to
      determine the applicability of such exemptions and the suitability of Buyer
      to
      acquire the Units;

    


    (e)
      Buyer
      shall comply with Rule 506 promulgated under Regulation D;

    


    (f)
      Buyer
      has the full right, power and authority to enter into this Agreement and to
      consummate the transaction contemplated herein. This Agreement has been duly
      authorized, validly executed and delivered on behalf of Buyer and is a valid
      and
      binding agreement in accordance with its terms, subject to general principles
      of
      equity and to bankruptcy or other laws affecting the enforcement of creditors'
      rights generally;

    


    (g)
      As to
      any Buyer that is a corporations, the execution and delivery of this Agreement
      and the consummation of the purchase of the Units and the transactions
      contemplated by this Agreement do not and will not conflict with or result
      in a
      breach by Buyer of any of the terms or provisions of, or constitute a default
      under, the articles of incorporation or by-laws (or similar constitutive
      documents) of Buyer or any indenture, mortgage, deed of trust, or other material
      agreement or instrument to which Buyer is a party or by which it or any of
      its
      properties or assets are bound, or any existing applicable law, rule or
      regulation of the United States or any State thereof or any applicable decree,
      judgment or order of any Federal or State court, Federal or State regulatory
      body, administrative agency or other United States governmental body having
      jurisdiction over Buyer or any of its properties or assets;

    


    (h)
      All
      invitations, offers and sales of or in respect of, any of the Units, by Buyer
      and any distribution by Buyer of any documents relating to any invitation,
      offer
      or sale by them of any of the Units will be in compliance with applicable laws
      and regulations, will be made in such a manner that no prospectus need be filed
      and no other filing need be made by Seller with any regulatory authority or
      stock exchange in any country or any political sub-division of any country,
      and
      Buyer will make no misrepresentations nor omissions of material fact in the
      invitation, offer or resale of the Units;

    


    (i)
      The
      Buyer (or others for whom it is contracting hereunder) has been advised to
      consult his own legal and tax advisors with respect to applicable resale
      restrictions and applicable tax considerations and he (or others for whom it
      is
      contracting hereunder) is solely responsible (and the Seller is not in any
      way
      responsible) for compliance with applicable resale restrictions and applicable
      tax legislation;

    


    (j)
      Buyer
      understands that no Federal or State or foreign government agency has passed
      on
      or made any recommendation or endorsement of an investment in the
      Units;

    


    (k)
      Buyer
      has had an opportunity to receive and review all material information and
      financial data and to discuss with the officers of Seller, all matters relating
      to the securities, financial condition, operations and prospects of Seller
      and
      any questions raised by Buyer have been answered to Buyer's satisfaction.;
      and

    


    (l)
      Buyer
      acknowledges that the purchase of the Units involves a high degree of risk.
      Buyer has such knowledge and experience in financial and business matters that
      he is capable of evaluating the merits and risks of purchasing the Units.
      Buyer


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    understands
      that the Units are not being registered under the 1933 Act, or under any state
      securities laws, and therefore Buyer must bear the economic risk of this
      investment for an indefinite period of time.

    


    3.
      Seller
      Representations and Covenants.

    


    (a)
      Seller is a corporation duly organized and validly existing under the laws
      of
      the State of Nevada and is in good standing under such laws with its principal
      executive office located in the State of Arizona. The Seller has all requisite
      corporate power and authority to own, lease and operate its properties and
      assets, and to carry on its business as presently conducted. The Seller is
      qualified to do business as a foreign corporation in each jurisdiction in which
      the ownership of its property or the nature of its business requires such
      qualification, except where failure to so qualify would not have a material
      adverse effect on the Seller.

    


    (b)
      There
      are 100,000,000 shares of Seller's Common Stock, $.0001 par value per share
      ("Common
      Stock")
      authorized and approximately 7,500,000 shares outstanding as of July 31, 2006.
      All issued and outstanding shares of Common Stock have been authorized and
      validly issued and are fully paid and non-assessable. There are no shares of
      preferred stock outstanding at the date of this Agreement. 

    


    (c)
      The
      execution and delivery of this Agreement do not, and the consummation of the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of, or default (with or without notice or lapse of time, or both),
      or
      give rise to a right of termination, cancellation or acceleration of any
      obligation or to a loss of a material benefit, under, any provision of the
      Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders
      Agreements and any amendments thereto of the Seller or any material mortgage,
      indenture, lease or other agreement or instrument, permit, concession,
      franchise, license, judgment, order, decree, statute, law ordinance, rule or
      regulation applicable to the Seller, its properties or assets. There is no
      action, suit or proceeding pending, or to the knowledge of the Seller,
      threatened against the Seller, before any court or arbitrator or any government
      body, agency or official, which would have a material adverse affect on Seller’s
      operations or financial condition. 

    


    (d)
      The
      securities that comprise the Units when issued, will be issued in compliance
      with all applicable U.S. federal and state securities laws. The execution and
      delivery by the Seller of this Agreement and the issuance of the Common Stock
      will not contravene or constitute a default under any provision of applicable
      law or regulation. The Seller is in compliance with and conforms with, and
      will
      continue to comply with and conform with, all securities laws, state and
      federal, ordinances, rules, regulations, orders, restrictions and all other
      legal requirements of any domestic or foreign government or any instrumentality
      thereof having jurisdiction over the conduct of its businesses or the ownership
      of its properties, including but not limited to all laws concerning investor
      relations, public relations, disclosures under the securities laws and
      broker-dealers statutes and laws.

    


    (e)
      There
      is no material fact known to the Seller that has not been publicly disclosed
      by
      the Seller or disclosed in writing to the Buyer which could reasonably be
      expected to have a material adverse effect on the condition (financial or
      otherwise) or on the earnings, business affairs, properties or assets of the
      Seller, or could reasonably be expected to materially and adversely affect
      the
      ability of the Seller to perform its obligations pursuant to this Agreement.
      The
      information furnished by the Seller to Buyer for purposes of or in connection
      with this Agreement or any transaction contemplated hereby does not contain
      any
      untrue statement of a material fact or omit to state a material fact necessary
      in order to make the statements contained therein, in light of the circumstances
      under which they are made, not misleading.

    


    (f)
      No
      consent, approval or authorization of or designation, declaration or filing
      with
      any governmental authority on the part of the Seller is required in connection
      with the valid execution and delivery of this Agreement, or the offer, sale
      or
      issuance of the Common Stock, Warrants or Warrant Shares, or the consummation
      of
      any other transaction contemplated hereby, except the filing with the SEC and
      certain other states of a Form D Notice of Sale of Securities. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (g)
      There
      is no action, proceeding or investigation pending, or to the Seller's knowledge,
      threatened, against the Seller which might result, either individually or in
      the
      aggregate, in any material adverse change in the business, prospects,
      conditions, affairs or operations of the Seller. The Seller is not a party
      to or
      subject to the provisions of any order, writ, injunction, judgment or decree
      of
      any court or government agency or instrumentality. There is no action, suit
      proceeding or investigation by the Seller currently pending or which the Seller
      intends to initiate. 

    


    (h)
      There
      are no other material outstanding debt or equity securities presently
      convertible into Common Stock. 

    


    (j)
      The
      issuance, sale and delivery of the Units and the securities comprising the
      Units
      have been duly authorized by all required corporate action on the part of the
      Seller, and when issued, sold and delivered in accordance with the terms hereof
      and thereof for the consideration expressed herein and therein, will be duly
      and
      validly issued, fully paid and non-assessable. There are no pre-emptive rights
      of any shareholder of Seller.

    


    (k)
      This
      Agreement has been duly authorized, validly executed and delivered on behalf
      of
      Seller and is a valid and binding agreement in accordance with its terms,
      subject to general principles of equity and to bankruptcy or other laws
      affecting the enforcement of creditors' rights generally. The Seller has all
      requisite right, power and authority to execute and deliver this Agreement
      and
      to consummate the transactions contemplated hereby. All corporate action on
      the
      part of the Seller, its directors and shareholders necessary for the
      authorization, execution, delivery and performance of this Agreement and the
      Common Stock has been taken. Upon their issuance to the Buyer, the Common Stock
      will be validly issued and non-assessable, and will be free of any liens or
      encumbrances.

       

    4.
      Exemption;
      Reliance on Representations.
      Buyer
      understands that the offer and sale of the Units and the securities comprising
      the Units are not being registered under the 1933 Act. Seller and Buyer are
      relying on the rules governing offers and sales made pursuant to Rule 506
      promulgated under Regulation D as well as any other available exemption from
      registration. 

    


    5.
      Delivery
      Instructions.
      The
      shares of Common Stock being purchased as Units offered by the Seller shall
      be
      delivered to the Buyer, and the Purchase Price, shall be delivered to the
      Seller.

    


    6.
      Conditions
      To Seller's Obligation To Sell.
      Seller's obligation to sell the Units is conditioned upon:

    


    (a)
      The
      receipt and acceptance by Seller of this Agreement as executed by
      Buyer.

    


    (b)
      All
      of the representations and warranties of the Buyer contained in this Agreement
      shall be true and correct on the Closing Date with the same force and effect
      as
      if made on and as of the Closing Date. The Buyer shall have performed or
      complied with all agreements and satisfied all conditions on its part to be
      performed, complied with or satisfied at or prior to the Closing
      Date.

    


    (c)
      No
      order asserting that the transactions contemplated by this Agreement are subject
      to the registration requirements of the Act shall have been issued, and no
      proceedings for that purpose shall have been commenced or shall be pending
      or,
      to the knowledge of the Seller, be contemplated. No stop order suspending the
      sale of the Common Stock or Common Stock shall have been issued, and no
      proceedings for that purpose shall have been commenced or shall be pending
      or,
      to the knowledge of the Seller, be contemplated.

    


    7.
      Conditions
      To Buyer' Obligation To Purchase.
      Buyer'
      obligation to purchase the Units is conditioned upon:

    


    (a)
      The
      confirmation of receipt and acceptance by Seller of this Agreement as evidenced
      by execution of this Agreement by a duly authorized officer of
      Seller.

    


    (b)
      Delivery of the Common Stock, the Warrant Agreement and the Warrant Certificates
      to the Buyer.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    8.
      Miscellaneous.

    


    (a)
      Entire Agreement. This Agreement, constitutes the entire agreement between
      the
      parties, and neither party shall be liable or bound to the other in any manner
      by any warranties, representations or covenants except as specifically set
      forth
      herein. Any previous agreement among the parties related to the transactions
      described herein is superseded hereby. The terms and conditions of this
      Agreement shall inure to the benefit of and be binding upon the restrictive
      successors and assigns of the parties hereto. Nothing in this Agreement, express
      or implied, is intended to confer upon any party, other than the parties hereto,
      and their respective successors and assigns, any rights, remedies, obligations
      or liabilities under or by reason of this Agreement, except as expressly
      provided herein.

    


    (b)
      Survival. All representations and warranties contained in this Agreement by
      Seller and Buyer shall survive the closing of the transactions contemplated
      by
      this Agreement.

    


    (c)
      Governing Law. This Agreement shall be construed in accordance with the laws
      of
      Nevada applicable to contracts made and wholly to be performed within the State
      of Nevada and shall be binding upon the successors and assigns of each party
      hereto. Buyer and Seller hereby mutually waive trial by jury and consent to
      exclusive jurisdiction and venue in the courts of the State of Ohio. At the
      Seller's election, any dispute between the parties may be arbitrated rather
      than
      litigated in the courts, before the arbitration board of the American
      Arbitration Association in Ohio and pursuant to its rules. Upon demand made
      by
      the Seller to the Buyer or any one of them, such Buyer(s) agree to submit to
      and
      participate in such arbitration. This Agreement may be executed in counterparts,
      and the facsimile transmission of an executed counterpart to this Agreement
      shall be effective as an original.

    


    (d)
      Seller Indemnification. Seller agrees to indemnify and hold Buyer harmless
      from
      any and all claims, damages and liabilities arising from Seller's breach of
      its
      representations and/or covenants set forth herein.

    


    (e)
      Buyer’ Indemnification. Buyer agrees to indemnify and hold Seller harmless from
      any and all claims, damages and liabilities arising from Buyer' breach of their
      representations and warranties set forth in this Agreement.

    


    (f)
      Form
      D. Seller shall filed a Form D with the SEC and all filings required by any
      applicable state securities regulatory agencies upon the Closing of this
      transaction.

    


    (h)
      Notices. All notices, requests, consents and other communications hereunder
      shall be in writing, shall be delivered by hand or sent by Fedex for next day
      delivery. Each such notice or other communication shall for all purposes of
      this
      Escrow Agreement be treated as effective or having been given when delivered,
      if
      delivered personally, or, if sent by overnight express mail service, 1 day
      after
      the same has been depos-ited with the Fedex. All such notices must also be
      sent
      by facsimile on the same day to the parties as follows:

    


    If
      to
      Seller: Universal
      Tracking Solutions, Inc.

    3317
      S.
      Higley Rd., Suite 114-475

    Gilbert,
      AZ 85297

    Attn:
      Keith Tench, CEO 

    Phone:
      877-279-8877

    Fax:
      480-855-8871

    


    If
      to
      Buyer: See
      Page
      1 of this Agreement

    


    (i)
      Counterparts. This Agreement may be executed in one or more counterparts, each
      of which shall be deemed to be an original, but all of which together shall
      constitute one and the same instrument.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
      first set forth above.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    Official
      Signatory of Seller:

    


    


    


    By:
      _______________________

    Keith
      Tench, CEO

    


    


    


    Signatory
      of Buyer:

    


    


    


    


    By:         

    Name