Blue Sky Pertroleum Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






(U.S. ACCREDITED PURCHASERS ONLY) 

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 

 

BLUE SKY PETROLEUM INC. 

 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

UNITED STATES ACCREDITED INVESTORS 

INSTRUCTIONS TO PURCHASER 

	1. 	
      This Subscription form is for use by United States
      Accredited Investors.

	 	 
	2. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	3. 	
      COMPLETE the Questionnaire attached on page 4 to
      this Subscription Agreement (the "Questionnaire").

	 	 
	4. 	
      All other information must be filled in where
      appropriate.







This is Page 2 of 11 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the “Subscription Agreement”. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO: BLUE SKY PETROLEUM INC. (the “Issuer”) 

Subject and pursuant to the terms set out in the Terms on page
3 of this Subscription Agreement, the General Provisions on pages 6 to 11 of
this Subscription Agreement and the other schedules and appendices attached
which are hereby incorporated by reference, the Purchaser hereby irrevocably
subscribes for, and on Closing will purchase from the Issuer, the following
securities at the following price: 


	55,000,000 Shares 
	US$0.002 per Share for a total purchase price of US$110,000
    
	The Purchaser owns, directly or indirectly, the following
      securities of the Issuer: 
	________________________________________________________________________________________________ 
    
	
	[Check if applicable] The Purchaser is [  ] an
      affiliate of the Issuer or [  ] a member of the professional group
  



The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Shares as follows: 


	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	 	 	 
	 	 	 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	 	 	 
	Account reference if
      applicable 	 	Contact
      name 
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	  	 	Telephone Number 



EXECUTED by the Purchaser this _______day of
______________________, 2012. By executing this Subscription Agreement, the
Purchaser certifies that the Purchaser and any beneficial purchaser for whom the
Purchaser is acting is resident in the jurisdiction shown as the “Address of
Purchaser”.

	WITNESS: 	 	EXECUTION BY PURCHASER: 
	 	 	 
	 	 	X 
	Signature of Witness
    	 	Signature of individual (if Purchaser is an individual)
    
	 	 	 
	 	 	X 
	Name of Witness 	 	Authorized signatory (if Purchaser is not an individual)
    
	 	 	  
	 	 	 
	Address of Witness
    	 	Name of
      Purchaser (please print) 
	 	 	  
	 	 	 
	 	 	Name of
      authorized signatory (please print) 
	 	 	 
	Accepted this day of
      December, 2012 	 	  
	BLUE SKY
      PETROLEUM INC. 	 	Address
      of Purchaser (residence) 
	Per: 	 	 
    
	 	 	 
	 	 	*Telephone Number 
	Authorized Signatory
    	 	 
    
	 	 	 
	 	 	*E-mail
      address 
	 	 	  
	 	 	 
	 	 	*Social Security/Insurance No./Gov ID No.:
  


*Required from all Purchasers 
By signing this acceptance,
the Issuer agrees to be bound by the Terms on page 3 of this Subscription
Agreement, the General Provisions on pages 6 to 11 of this Subscription
Agreement and the other schedules and appendices incorporated by reference.
If funds are delivered to the Company’s lawyers, they are authorized to
release the funds to the Issuer without further authorization from the
Purchaser. 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 11 


TERMS 

	Reference date of this Subscription Agreement
    	________________________, 2012
      (the “Agreement Date”) 


The Offering 

	The Issuer 	BLUE SKY PETROLEUM INC. (the
      “Company or Issuer”) 
	  	
       

	Offering 	
      The offering consists of shares of common stock
      (“Shares”). 

	  	
       

	Purchased Securities 	
      The “Securities or Purchased Securities” under
      this Subscription Agreement are the Shares. 

	  	
       

	Total Amount 	
      This offering is subject to a maximum offering of
      $110,000. 

	  	
       

	Issue Price 	
      US$0.002 per Share. 

	  	
       

	Selling Jurisdictions 	
      The Shares may be sold in jurisdictions where they may be
      lawfully sold (the “Selling Jurisdictions”). 

	  	
       

	Exemptions 	
      The offering will be made in accordance with the
      following exemptions: 

	  	
       

		
      (a)         
      the Accredited Investor exemption as defined by Regulation D promulgated
      under the 1933 Act 

	  	
       

		
      (b)          such
      other exemptions as may be available the securities laws of the Selling
      Jurisdictions. 

	  	
       

	Resale restrictions and legends 	
      The Purchaser acknowledges that the certificates
      representing the Purchased Securities will bear the following legends:
    

	  	
       

		
      “NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
      SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS
      DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
      NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH
      CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” 

	  	
       

		
      Purchasers are advised to consult with their own legal
      counsel or advisors to determine the resale restrictions that may be
      applicable to them. 

	  	
       

	Closing Date 	
      The completion of the sale and purchase of the Shares
      will take place in one or more closings, on a date or dates as agreed to
      by the Issuer and the Purchaser (the “Closing Date”).
  



The Issuer 

	Jurisdiction of organization 	
      The Issuer is incorporated under the laws of the State of
      Florida. 

	  	
       

	“Securities Legislation Applicable to the
      Issuer” 	
      The “Securities Legislation Applicable to the
      Issuer” is the U.S. Securities Exchange Act of 1934, and the
      Securities Commission having jurisdiction over the Issuer is the United
      States Securities and Exchange Commission. 



End of Terms






	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 11 


UNITED STATES 
ACCREDITED INVESTOR QUESTIONNAIRE



All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

This Questionnaire is for use by each Purchaser who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of
the Issuer. The purpose of this Questionnaire is to assure the Issuer that each
Purchaser will meet the standards imposed by the 1933 Act and the appropriate
exemptions of applicable state securities laws. The Issuer will rely on the
information contained in this Questionnaire for the purposes of such
determination. The Securities will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Securities or any other securities of the Issuer in any state other
than those specifically authorized by the Issuer. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Purchaser agrees that, if necessary, this Questionnaire may be presented to such
parties as the Issuer deems appropriate to establish the availability, under the
1933 Act or applicable state securities law, of exemption from registration in
connection with the sale of the Securities hereunder. 

The Purchaser covenants, represents and warrants to the Issuer
that it satisfies one or more of the categories of “Accredited Investors”, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an “Accredited
Investor” which the Purchaser satisfies.) 

	__________	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US $5,000,000.
      

	 	  	
       

	__________	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000, exclusive of the investor’s primary residence. 

	 	  	
       

	__________	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	  	
       

	__________	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors. 






 

	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 11 




	__________	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States). 

	 	  	
      

	__________ 	Category 6 	
      A director or executive officer of the Issuer. 

	 	  	
      

	__________	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act. 

	 	  	
      

	__________	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




Note that prospective Purchaser claiming to satisfy one of the
above categories of Accredited Investor may be required to supply the Issuer
with a balance sheet, prior years’ federal income tax returns or other
appropriate documentation to verify and substantiate the Purchaser’s status as
an Accredited Investor. 

	
      If the Purchaser is an entity which initialled Category 8
      in reliance upon the Accredited Investor categories above, state the name,
      address, total personal income from all sources for the previous calendar
      year, and the net worth (exclusive of home, home furnishings and personal
      automobiles) for each equity owner of the said entity: 

	 
	 


The Purchaser hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Purchaser will notify the
Issuer promptly of any change in any such information. If this Questionnaire is
being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Purchaser represents that it has the authority
to execute and deliver this Questionnaire on behalf of such entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ___ day of _______________, 2012. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	  	 	  
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	  








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 11 


GENERAL PROVISIONS 

1.
        DEFINITIONS


1.1         In the
Subscription Agreement (including the first (cover) page, the Terms on pages 3
to 4, these General Provisions and the other schedules, questionnaires and
appendices incorporated by reference), the following words have the following
meanings unless otherwise indicated: 

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 8) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and
      purchase of the Purchased Securities;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning assigned in the
      Terms;

	 	 	 
	 	(e) 	
      “Closing Year” means the calendar year in which
      the Closing takes place;

	 	 	 
	 	(f) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer (as defined on page 4) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

	 	 	 
	 	(g) 	
      “Final Closing” means the last closing under the
      Private Placement;

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 7 to 12;

	 	 	 
	 	(i) 	
      “Private Placement” means the offering of the
      Shares on the terms and conditions of this Subscription
  Agreement;

	 	 	 
	 	(j) 	
      “Purchased Securities” has the meaning assigned in
      the Terms;

	 	 	 
	 	(k) 	
      “Regulatory Authorities” means the
    Commissions;

	 	 	 
	 	(l) 	
      “Securities” has the meaning assigned in the
      Terms;

	 	 	 
	 	(m) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 3 to 4, the General Provisions and the other
      schedules and appendices incorporated by reference; and

	 	 	 
	 	(n) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to
4.



1.2         In the
Subscription Agreement, the following terms have the meanings defined in
Regulation S under the 1933 Act: “Directed Selling Efforts”,
“Foreign Issuer”, “Substantial U.S. Market Interest”,
“U.S. Person” and “United States”. 

1.3         In the
Subscription Agreement, unless otherwise specified, currencies are indicated in
U.S. dollars. 

1.4         In the
Subscription Agreement, other words and phrases that are capitalized have the
meanings assigned to them in the body hereof. 






	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 11 


2.          
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER


2.1         Acknowledgements
concerning offering 

The Purchaser acknowledges that: 

	 	(a) 	
      the Securities have not been registered under the 1933
      Act, or under any state securities or "blue sky" laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons (as defined herein), except pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act,
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities agreed to be purchased hereunder has not been
      based upon any oral or written representation as to fact or otherwise made
      by or on behalf of the Company and such decision is based entirely upon a
      review of information (the "Company Information") which has been provided
      by the Company to the Purchaser. If the Company has presented a business
      plan or any other type of corporate profile to the Purchaser, the
      Purchaser acknowledges that the business plan, the corporate profile and
      any projections or predictions contained in any such documents may not be
      achieved or be achievable;

	 	 	 
	 	(e) 	
      the Purchaser and the Purchaser's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company regarding the Offering, and to obtain additional information, to
      the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information contained in the
      Company Information, or any business plan, corporate profile or any other
      document provided to the Purchaser;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Purchaser, the Purchaser's attorney and/or advisor(s);

	 	 	 
	 	(g) 	
      by execution hereof the Purchaser has waived the need for
      the Company to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription Agreement;

	 	 	 
	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Purchaser contained
      in this Subscription Agreement and in the Questionnaire, and the Purchaser
      will hold harmless the Company from any loss or damage it may suffer as a
      result of the Purchaser's failure to correctly complete this Subscription
      Agreement or the Questionnaire;

	 	 	 
	 	(i) 	
      the Purchaser will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced
      or threatened) arising out of or based upon any
      representation or warranty of the Purchaser contained herein, the
      Questionnaire or in any other document furnished by the Purchaser to the
      Company in connection herewith, being untrue in any material respect or
      any breach or failure by the Purchaser to comply with any covenant or
      agreement made by the Purchaser to the Company in connection
  therewith;






 

	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 11 




	 	(j) 	
      the issuance and sale of the Securities to the Purchaser
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(k) 	
      the Purchaser has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Securities and with respect to applicable resale
      restrictions and it is solely responsible (and the Company is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(l) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Purchaser that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system;

	 	 	 
	 	(m) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities ;

	 	 	 
	 	(n) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(p) 	
      this Subscription Agreement is not enforceable by the
      Purchaser unless it has been accepted by the Company, and the Purchaser
      acknowledges and agrees that the Company reserves the right to reject any
      Subscription for any reason.



2.2       
 Representations by the purchaser 

The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing: 

	 	(q) 	
      the Purchaser is resident in the United States;

	 	 	 
	 	(r) 	
      the Purchaser has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(s) 	
      the Purchaser has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Purchaser is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Purchaser;

	 	 	 
	 	(t) 	
      the Purchaser (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(u) 	
      the Purchaser is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(v) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if
    applicable, the constating documents of, the Purchaser, or of any
      agreement, written or oral, to which the Purchaser may be a party or by
  which the Purchaser is or may be bound;






 

	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 11 




	 	(w) 	
      the Purchaser has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Purchaser enforceable against the Purchaser;

	 	 	 
	 	(x) 	
      the Purchaser has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Purchaser is providing evidence of such knowledge and experience in
      these matters through the information requested in the
    Questionnaire;

	 	 	 
	 	(y) 	
      the Purchaser understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement,
      and agrees that if any of such acknowledgements, representations and
      agreements are no longer accurate or have been breached, the Purchaser
      shall promptly notify the Company;

	 	 	 
	 	(z) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Company, and the
      Purchaser will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Securities ;

	 	 	 
	 	(aa) 	
      the Purchaser is purchasing the Securities for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such
      Securities, and the Purchaser has not subdivided his interest in the
      Securities with any other person;

	 	 	 
	 	(bb) 	
      the Purchaser is not an underwriter of, or dealer in, the
      common shares of the Company, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities ;

	 	 	 
	 	(cc) 	
      the Purchaser has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Purchaser's decision to invest in the Securities and the
Company;

	 	 	 
	 	(dd) 	
      if the Purchaser is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the investor
      accounts for which the Purchaser acts as a fiduciary or agent satisfy the
      definition of an "Accredited Investor", as the term is defined under
      Regulation D of the 1933 Act;

	 	 	 
	 	(ee) 	
      if the Purchaser is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Purchaser has
      sole investment discretion with respect to each such account, and the
      Purchaser has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 
	 	(ff) 	
      the Purchaser is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 
	 	(gg) 	
      no person has made to the Purchaser any written or oral
      representations:





	 	(i) 	
      that any person will resell or repurchase any of the
      Securities ;

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities ;






 

	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 11 




	 	(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation
  system.



2.3         Reliance,
indemnity and notification of changes 

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms, the General Provisions
and the other schedules and appendices incorporated by reference) are made by
the Purchaser with the intent that they be relied upon by the Issuer in
determining its suitability as a purchaser of Purchased Securities, and the
Purchaser hereby agrees to indemnify the Issuer against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
as a result of reliance thereon. The Purchaser undertakes to notify the Issuer
immediately of any change in any representation, warranty or other information
relating to the Purchaser set forth in the Subscription Agreement (including the
first (cover) page, the Terms, the General Provisions and the other schedules
and appendices incorporated by reference) which takes place prior to the
Closing. 

2.4         Survival
of representations and warranties 

The representations and warranties contained in this Section
will survive the Closing. 

3.         
 ISSUER’S ACCEPTANCE 

The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Securities which
will not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the Purchaser, the Subscription Agreement will be entered into
on the date of such execution by the Issuer. 

4.          
CLOSING 

4.1         On or
before the end of the fifth business day before the Closing Date, the Purchaser
will deliver to the Issuer the Subscription Agreement and all applicable
schedules and required forms, duly executed, and payment in full for the total
price of the Purchased Securities to be purchased by the Purchaser. 

4.2         At Closing,
the Issuer will deliver to the Purchaser the certificates representing the
Purchased Securities purchased by the Purchaser registered in the name of the
Purchaser or its nominee, or as directed by the Purchaser.

5.          
MISCELLANEOUS 

5.1         The
Purchaser agrees to sell, assign or transfer the Securities only in accordance
with the requirements of applicable securities laws and any legends placed on
the Securities as contemplated by the Subscription Agreement. 

5.2         The
Purchaser hereby authorizes the Issuer to correct any minor errors in, or
complete any minor information missing from any part of the Subscription
Agreement and any other schedules, forms, certificates or documents executed by
the Purchaser and delivered to the Issuer in connection with the Private
Placement. 

5.3         The Issuer
may rely on delivery by fax machine of an executed copy of this subscription,
and acceptance by the Issuer of such faxed copy will be equally effective to
create a valid and binding agreement between the Purchaser and the Issuer in
accordance with the terms of the Subscription Agreement. 

5.4         Without
limitation, this subscription and the transactions contemplated by this
Subscription Agreement are conditional upon and subject to the Issuer’s having
obtained such regulatory approval of this subscription and the transactions
contemplated by this Subscription Agreement as the Issuer considers necessary.







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 11 of 11 


5.5         This
Subscription Agreement is not assignable or transferable by the parties hereto
without the express written consent of the other party to this Subscription
Agreement. 

5.6         Time
is of the essence of this Subscription Agreement. 

5.7         Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for in this
Subscription Agreement, this Subscription Agreement contains the entire
agreement between the parties with respect to the Securities and there are no
other terms, conditions, representations or warranties whether expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else. 

5.8         The
parties to this Subscription Agreement may amend this Subscription Agreement
only in writing. 

5.9         This
Subscription Agreement enures to the benefit of and is binding upon the parties
to this Subscription Agreement and their successors and permitted assigns. 

5.10       A party to this
Subscription Agreement will give all notices to or other written communications
with the other party to this Subscription Agreement concerning this Subscription
Agreement by hand or by registered mail addressed to the address given on page
1. 

5.11        This
Subscription Agreement is to be read with all changes in gender or number as
required by the context. 

5.12        This
Subscription Agreement will be governed by and construed in accordance with the
internal laws of Nevada (without reference to its rules governing the choice or
conflict of laws), and the parties hereto irrevocably attorn and submit to the
exclusive jurisdiction of the courts of Nevada with respect to any dispute
related to this Subscription Agreement. 

End of General Provisions 

End of Subscription Agreement