================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 15, 2004

                   (sign below if Subscriber is an individual)


                                    /S/ KEVIN R. BOOTH
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            KEVIN ROBERT BOOTH
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    6611 SOUTHOAKS CRESCENT, #1105, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 15th day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>
D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ DAVID BURNS
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            DAVID BURNS
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    6086 INGLEWOOD PLACE, DELTA, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory


<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;


<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ RIKA COLLINS
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            RIKA COLLINS
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    6580 MARLBOROUGH AVE., STE 209, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ MARCY DEPTUCK
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            MARCY K. DEPTUCK
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    7249 14th AVENUE, SUITE 152, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 15, 2004

                   (sign below if Subscriber is an individual)


                                       /S/ SHVONNE DEPTUCK
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            SHVONNE DEPTUCK
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                            5768 NEVILLE STREET, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 15th day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.001 per share for the aggregate  price disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The Subscriber  hereby offers to subscribe for 2,500,000 Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $2,500.00(U.S.)  made
payable to the Company.



DATED:  March 19, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ ALEXEI JIRNIAGUINE
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            ALEXEI JIRNIAGUINE
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    219 - 12th EAST AVENUE, VANCOUVER, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 19th day of March, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ JEREMY JOHNSON
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            JEREMY JOHNSON
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    6580 MARLBOROUGH AVE., STE 209, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.001 per share for the aggregate  price disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The Subscriber  hereby offers to subscribe for 2,500,000 Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $2,500.00(U.S.)  made
payable to the Company.



DATED:  March 18, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ ANDREI KRIOUKOV
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            ANDREI KRIOUKOV
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    1420 W. GEORGIA ST, #1503, VANCOUVER, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 18th day of March, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 15, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ ALVIN KRISHANNA
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            ALVIN KRISHANNA
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                            6949 FLEMING STREET, VANCOUVER, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 15th day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ MELANIE KUMAR
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            MELANIE KUMAR
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                            7143 17th AVENUE, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ HEATHER MACPHERSON
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            HEATHER MACPHERSON
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                            5620 EWART STREET, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>
D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;


<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                            /S/ SONJA MANDIC
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            SONJA MANDIC
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    6508 TELFORD AVENUE, SUITE 201, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                       /S/ TATJANA MANDIC
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            TATJANA MANDIC
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    6508 TELFORD AVENUE, SUITE 201, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ AUDREY McELHERON
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            AUDREY J. McELHERON
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                            190 ENGLISH BLUFF ROAD, DELTA, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ MONETTE McELHERON
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            MONETTE McELHERON
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    5558 15B AVENUE, SUITE 207, DELTA, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ P.M. McELHERON
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            P.M. McELHERON
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                            190 ENGLISH BLUFF ROAD, DELTA, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 15, 2004

                   (sign below if Subscriber is an individual)


                                       /S/ CALVIN NG
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            CALVIN NG
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    3451 EAST 51st AVENUE, VANCOUVER, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 15th day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ DOUG RAPHAEL
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            DOUG RAPHAEL
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    5055 IMPERIAL STREET, STE 101, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;


<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ ELIZABETH ANNE RODGERS
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            ELIZABETH ANNE RODGERS
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    190 ENGLISH BLUFF ROAD, TSAWWASSEN, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ AREZON SETOUDEGAN
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            AREZON SETOUDEGAN
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    3550 WOODLAND DR., STE 6, PORT COQUITLAM, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ FAHIMEH SHAKERYROUSHAN
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            FAHIMEH SHAKERYROUSHAN
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    3550 WOODLAND DR., STE 6, PORT COQUITLAM, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ NILGOUN SHAMSIAN
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            NILGOUN SHAMSIAN
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    1215 LANDSDOWNE DR., STE 415, COQUITLAM, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 15, 2004

                   (sign below if Subscriber is an individual)


                                       /S/ MIRELA SIVIC
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            MIRELA SIVIC
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    7569 HUMPHRIES COURT, SUITE 3, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 15th day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ KSENIYA STEPANOVA
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            KSENIYA STEPANOVA
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    1307 FRANKLIN STREET, COQUITLAM, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ GORAN TINTOR
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            GORAN TINTOR
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    6570 BURLINGTON AVE., SUITE 204, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory


<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  August 16, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ JELENA TINTOR
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            JELENA TINTOR
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    6444 SILVER AVENUE, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 16th day of August, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory

<page>

================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>

D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 15, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ NICK TWAMLEY
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            NICK TWAMLEY
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    5768 NEVILLE STREET, BURNABY, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 15th day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory


================================================================================

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                 (for completion by non-United States residents)

                               BOSS MINERALS, INC.


The undersigned (the "Purchaser")  hereby irrevocably  subscribes for and agrees
to  purchase  the  number  of  shares of  common  stock in the  capital  of Boss
Minerals, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this
Agreement at a price of US$0.01 per share for the aggregate  price  disclosed on
page 5 of this  Agreement  (U.S.  dollars)  (the  "Funds").  Together  with this
Subscription  Agreement,  the  Purchaser is  delivering  to the Company the full
amount  of the  purchase  price  for  the  Shares  in  respect  of  which  it is
subscribing. The Offering is being conducted in reliance upon the exemption from
registration requirements of the Securities Act of 1933 (the "Act") set forth in
Regulation S promulgated under the Act.

2.  Representations  and  Warranties  of the  Purchaser.  In order to induce the
Company  to accept  this  subscription,  the  Purchaser  hereby  represents  and
warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Shares for the  Purchaser's  own account (not
as a nominee  or agent)  for  investment  purposes  and not with a view  towards
resale  or  distribution  of any part  thereof.  The  Purchaser  has no  present
arrangement  or  intention  to  sell  or  distribute  the  Shares,  or to  grant
participation  in  the  Shares.  The  Purchaser  does  not  have  any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person, or to any third person, with respect to any of the
Shares sold hereby;

B. The Purchaser  acknowledges  and agrees that the United  States  Securities &
Exchange  Commission  has not  review  the  offering  of the Shares and that the
Shares have not been registered  under the Act and may not be offered or sold in
the United States or to U.S.  persons unless the Shares are registered under the
Act,  sold in  accordance  with the  provisions  of  Regulation  S of the Act or
pursuant  to  an  available   exemption  from   registration.   The  certificate
representing  the Shares will bear the following legend and the Purchaser agrees
to abide by the terms thereof:

              The Securities  represented  hereby have not been registered under
              the  Securities  Act of 1933 (the "Act"),  and have been issued in
              reliance upon an exemption from the  registration  requirements of
              the Act provided by Regulation S  promulgated  under the Act. Such
              securities  may not be re-offered  for sale or resold or otherwise
              transferred except in accordance with the provisions of Regulation
              S,  pursuant  to an  effective  registration  under  the  Act,  or
              pursuant to an available  exemption  from  registration  under the
              Act.  Hedging  transactions  involving the  securities  may not be
              conducted unless in compliance with the Act.

C. The Purchaser has had the  opportunity to ask and receive  answers to any and
all questions the Purchaser had with respect to the Company,  its Business Plan,
Management and current financial condition.  The Purchaser acknowledges that the
Company is newly  organized,  does not have an  operating  history,  will likely
require  additional  capital to complete its business  plan and that there is no
assurance  that the  Company  can  obtain  additional  capital  or  successfully
complete its Business Plan;

<page>


D. The Purchaser is an accredited  investor and has such knowledge and expertise
in financial  and business  matters that the  Purchaser is capable of evaluating
the merits and risks  involved in an investment  in the Shares and  acknowledges
that an investment in the Shares entails a number of very significant  risks and
the  Purchaser  is able to  withstand  the  total  loss of its  investment.  The
Purchaser  acknowledges  that the Company has  recommended  that each  Purchaser
obtain  independent  legal and financial advice prior to subscribing,  including
but not limited to advice as to the  legality  of any resale of the  Shares,  as
well as the suitability of the investment for the Purchaser;

E. Except as set forth in this Agreement,  no representations or warranties have
been made to the Purchaser by the Company or any agent, employee or affiliate of
the Company and in entering into this  transaction  the Purchaser is not relying
upon any information, other than that contained in this Agreement and the result
of independent investigation by the Purchaser;

F. The Purchaser understands that the Shares are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the United
States  Federal and State  securities  laws and that the Company is relying upon
the  truth  and  accuracy  of  the  representations,   warranties,   agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine  the  applicability  of such  exemptions  and the  suitability  of the
Purchaser to acquire the Shares;

G. The  Purchaser  has  full  power  and  authority  to execute and deliver this
Agreement  and  to  perform  its  obligations hereunder, and this Agreement is a
legally binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms;

H. The Purchaser is not purchasing the Shares as a result of any advertisement
of the offering of the Shares;

I. This subscription for the Shares  has not been induced by any representations
or  warranties  by  any person whatsoever with regard to the future value of the
Company's securities;

J.  The Subscriber is not a "U.S. Person" as defined by Regulation S of the  Act
and is not acquiring the Shares for the account or benefit  of a U.S. Person.  A
"U. S. Person" is defined by Regulation S of the Act to be any person who is:

               (a)    any natural person resident in the United States;

               (b)    any partnership or corporation organized or incorporated
                      under the laws of the United States;

               (c)    any estate of which any executor or administrator is a
                      U.S. person;

               (d)    any trust of which any trustee is a U.S. person;

               (e)    any agency or branch of a foreign entity located in the
                      United States;

               (f)   any  non-discretionary  account or similar  account  (other
                     than  an  estate  or  trust)  held  by a  dealer  or  other
                     fiduciary  organized,  incorporate,  or (if an  individual)
                     resident in the United States; and

               (g)     any partnership or corporation if.

<page>

                     1.  organized or incorporated under the laws of any foreign
                         jurisdiction; and

                     2.  formed by a U.S. person  principally for the purpose of
                         investing in securities not registered  under the  Act,
                         unless it is organized or  incorporated,  and owned, by
                         accredited investors [as defined in Section 230.501 (a)
                         of the Act] who are not natural persons, estates or
                         trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on
transfer of the Shares in the form the Company requires.

3.       Representations of the Company.  The Company represents and warrants to
the Purchaser that:

A. The Company is duly incorporated under the laws of the State of Nevada and is
in good standing in accordance with all applicable federal and state laws;

B. The execution,  delivery and performance of this Agreement by the Company and
the  performance of its  obligations  hereunder do not and will not constitute a
breach or  violation  of any of the terms and  provisions  of, or  constitute  a
default  under or conflict  with or violate any  provisions of (i) the Company's
Articles of  Incorporation  or  By-laws,(ii)  any indenture,  mortgage,  deed of
trust,  agreement or any  instrument to which the Company is a party or by which
it or any of its property is bound,  (iii) any applicable statute or regulation,
or (iv) any  judgment,  decree or order of any court or  government  body having
jurisdiction over the Company or any of its property;

C.  The  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation of the issuance of the Shares and the transactions  contemplated by
this  Agreement  are within the  Company's  corporate  powers and have been duly
authorized by all necessary  corporate and  stockholder  action on behalf of the
Company;

D. There is no action, suit or proceeding before or by any court or governmental
agency or body,  domestic or foreign,  now pending or, to the  knowledge  of the
Company,  threatened  against or affecting the Company or any of its properties,
which might result in any material adverse change in the condition (financial or
otherwise) or in the  earnings,  business  affairs or business  prospects of the
Company, or which might materially and adversely affect the properties or assets
thereof;

E. The  Company  is not in  default  in the  performance  or  observance  of any
material obligation  agreement,  covenant or condition contained in any material
indenture,  mortgage, deed of trust or other material instrument or agreement to
which it is a party or by which it or its property may be bound; and neither the
execution,  nor the delivery by the Company,  nor the performance by the Company
of its  obligations  under this  Agreement  will  conflict with or result in the
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default  or  result in the  creation  or  imposition  of a lien or charge on any
assets or  properties  of the Company  under any material deed of trust or other
material agreement or instrument to which the Company is party or by which it is
bound or any statute or the Articles of Incorporation or By-laws of the Company,
or any decree, judgment,  order, ruling or regulation of any court or government
agency or body having jurisdiction over the Company or its properties;

<page>

F. There is no fact known to the Company (other than general economic conditions
known to the public  generally)  that has not been  disclosed  in writing to the
Purchaser  that (i) could  reasonably  be  expected  to have a material  adverse
effect on the condition  (financial  or otherwise) or on the earnings,  business
affairs, business prospects,  properties or assets of the Company, or (ii) could
reasonably  be expected to materially  and  adversely  affect the ability of the
Company to perform its obligations pursuant to this Agreement.

4. Non-Binding Until Accepted.  The Purchaser understands that this subscription
is not binding upon the Company until the Company  accepts it, which  acceptance
is at the sole discretion of the Company and is to be evidenced by the Company's
execution of this Agreement where indicated. The funds advanced by the Purchaser
cannot be used by the Company  until the Company has accepted  the  subscription
and has executed this Agreement.

5.  Non-Assignability.  Neither  this  Agreement  nor any of the  rights  of the
Purchaser  hereunder may be transferred or assigned by the Purchaser.  Moreover,
the Company  shall  refuse to register any transfer of the common stock not made
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration.

6. Modification/Entire  Agreement.  This Agreement (i) may only be modified by a
written instruction  executed by the Purchaser and the Company;  (ii) sets forth
the entire  agreement  of the  Purchaser  and the  Company  with  respect to the
subject  matter  hereof;  and (iii) shall enure  heirs,  legal  representatives,
successors and permitted assigns.

7.  Governing Law.  This Agreement will be construed and enforced in accordance
with and governed by the laws of the State of Nevada.

8. Notices. All Notices or other communication hereunder shall be in writing and
shall be  deemed  to have been duly  given if  delivered  personally  (including
courier  service) or mailed by  certified or  registered  mail,  return  receipt
requested, postage prepaid.

<page>

IN WITNESS  WHEREOF the  Purchaser  has executed  this  Securities  Subscription
Agreement on the date set forth below.

The  Subscriber  hereby offers to subscribe for 100,000  Shares on the terms and
conditions of this Agreement and agrees to pay the Funds and delivers herewith a
certified check,  money order or bank draft in the sum of  $1,000.00(U.S.)  made
payable to the Company.



DATED:  July 31, 2004

                   (sign below if Subscriber is an individual)


                                        /S/ SARAH NEEDHAM
                                    ------------------------------------------
                                    Signature of the Subscriber

                                            SARAH NEEDHAM
                                    ------------------------------------------
                                    Printed Name of Subscriber

                                    2557 DERBYSHIRE WAY, NORTH VANCOUVER, BC
                                    ------------------------------------------
                                    Residential Address of Subscriber




                   (sign below if Subscriber is a corporation)

EXECUTED by                          )
-------------------------------------)------------------------------------------
in the presence of:                  ) per:
                                     )
                                     )------------------------------------------
                                     ) Authorized Signatory
Witness                              )
-------------------------------------)

<page>

Acceptance by the Company
-------------------------




This Agreement is accepted by the Company as of the 31st day of July, 2004.


                                                 BOSS MINERALS, INC.

                                                 per:  ANDREI KRIOUKOV
                                                 -------------------------------
                                                 Authorized Signatory