Exhibit 10.1
                                                                         Form of
                                                          Subscription Agreement

                             SUBSCRIPTION AGREEMENT

Potential  investors  are  encouraged  to ask  questions  and obtain  additional
information from the officers and directors of the Company concerning the Units,
the operations of the Company,  and any other relevant matters  (including,  but
not limited to, additional information to explain, or verify the accuracy of the
information set forth herein).  The Company may be contacted  through Manu Forti
Group,  Inc., with an address for notice and delivery at 7770 Regents Road Suite
113-401 San Diego, CA 92122.

[Subscribers please note that to fulfill this subscription properly you must (a)
read this document  carefully and acquire your independent  legal and investment
advice as this document constitutes a binding legal document upon your tendering
the same to the  Company or its  agents,  (b) fill in the  amount of  securities
subscribed  for  in  the  section  "Securities  Requested  for  Purchase  by the
Subscriber"  on page 2 hereof,  (c) check of the exemption  below in the section
"Eligibility Declaration by the Subscriber" (page 2 and following) which applies
to you as either a US or Canadian  subscriber,  (d) complete the  signature  and
information page at the end of this agreement, and (e) deliver this subscription
agreement and payment,  in accordance with the section "Method of Subscription",
to the Issuer or its designated agent and if subscribing  pursuant to an ofering
memorandum also include a signed `risk acknowledgement' document]

                                COMPANY OFFERING

      Manu Forti Group, Inc. a Nevada Company (the "Company") is offering,  on a
private placement basis, units (the "Units" or also the  "Securities"),  whereby
each Unit  consists of one common  share (the "Share" or "Shares" as the context
requires  or also the  "Securities")  and one  non-transferable  share  purchase
warrant (the "Warrant" or "Warrants" as the context  requires) of its own issue,
to eligible  investors  (such an investor who  subscribes  to this issue by this
document is hereafter called the  "Subscriber") at a price of $0.90 US per Unit.
The  Company  offers,  and the  Subscriber  accepts,  the Units on the terms and
conditions hereafter set forth.

      Upon its acceptance of this  Subscription  Agreement from Subscriber,  the
Company will deliver a signed  Registration  Rights  Agreement to the Subscriber
("Attachment B" to this Private Placement Memorandum).

      With each Unit  subscribed,  the  Subscriber  shall  receive one Share and
shall also receive a Warrant having the following characteristics:

      (a)   one  Warrant  permits the  purchase  of another  Share at a price of
            $1.50 US until twelve months from the date of issue;


                                       1
<PAGE>

      (b)   the Warrants shall be altered for each  alteration of capital of the
            Company, or its successor, as to number and price in accordance with
            industry practice; and

      (c)   the Warrants are non-transferable and the Warrants and any resultant
            shares are subject to such restrictions as law requires.

IF (i) THE COMPANY'S  STOCK CLOSES ABOVE THE EXERCISE PRICE OF THE "A" WARRANTS,
THAT IS, $1.50 PER SHARE,  FOR 10  CONSECUTIVE  TRADING DAYS WITHIN SEVEN MONTHS
FROM THE CLOSING AND (ii) THE VOLUME TARGETS AS SET FORTH IN SECTION 4(c) OF THE
REGISTRATION RIGHTS AGREEMENT ARE MET WITHIN SEVEN MONTHS FROM THE CLOSING; THEN
THE COMPANY AND ITS BOARD OF  DIRECTORS  HAS AGREED NOT TO ISSUE ANY SHARES AT A
PRICE LESS THAN $0.90 PER SHARE FOR A PERIOD OF ONE YEAR FROM THE CLOSING.

THE COMPANY'S BOARD OF DIRECTORS HAVE APPROVED A 1.3 FOR 1 SHARE ROLL FORWARD OF
ITS COMMON STOCK ON AUGUST 28, 2005 FOR  SHAREHOLDERS OF RECORD AS OF AUGUST 28,
2005.  CONSEQUENTLY,  PURCHASERS OF STOCK IN THIS PRIVATE  PLACEMENT  MEMORANDUM
WILL NOT  PARTICIPATE  IN THE FORWARD  STOCK  SPLIT  ("ROLL  FORWARD")  AND WILL
CONSEQUENTLY EXPERIENCEC ADDITIONAL DILUTION IMMMEDIATELY.

             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK


                                       2
<PAGE>

               SECURITIES REQUESTED FOR PURCHASE BY THE SUBSCRIBER

      Based upon the hereafter terms, conditions,  representations,  warranties,
and covenants given by each party to the other, the Subscriber hereby subscribes
for and agrees to purchase

________________________________________  Units of the Company for an  aggregate
consideration of $________________________________________ US (the "Subscription
Price") and for which payment is hereby  delivered to the Company.  The Company,
upon  acceptance  by the  board of all or part of this  subscription,  agrees to
issue the  accepted  number of  Securities,  fully paid and  non-assessable,  as
consideration  for the  Subscriber's  subscription,  and to  refund  any  excess
subscription monies of the Subscription Price of any non-accepted portion.

      The  Subscriber  understands  and  acknowledges  that  the  Company  is  a
reporting  and  publicly  trading  company  listed on the NASD  Over-the-Counter
Bulletin Board and the Subscriber  acknowledges that no party independent of the
Company  has made or will make any opinion or  representations  on the merits or
risks of an investment in the  Securities.  The Subscriber  acknowledges  hereby
being advised and is encouraged to seek independent investment advice.

      The  Subscriber  warrants that the  Subscriber  has  truthfully  and fully
disclosed the  Subscriber's  information in this  subscription  document and has
read and  concurs in all the  statements  of this  subscription,  upon which the
Company relies (to its possible damage if the Subscriber declares falsely),  has
disclosed the  Subscriber's  proper  jurisdiction  and has declared  whether the
Subscriber is or is not, directly or indirectly, a US subject and has considered
carefully  and  answered  truthfully  (and has sought  appropriate  counsel  and
advice)  as to the  exemptions  which  apply  to the  Subscriber  and has  fully
considered the economic reasonableness of an investment by the Subscriber in the
Company in the circumstances of the Subscriber.

                    ELIGIBILITY DECLARATION BY THE SUBSCRIBER

      As confirmation that the Subscriber is eligible to purchase the Securities
as an exempt  purchase the Subscriber  warrants that it complies with one of the
following  exemptions,  which has been  checked  of and upon  which the  Company
relies.

BRITISH COLUMBIA AND ALBERTA SUBSCRIBERS

      The Subscriber declares that the Subscriber is not a United States subject
and if  the  Subscriber  is a  resident  of  British  Columbia  or  Alberta  the
Subscriber  fulfills one of the following criteria (PLEASE CHECK OFF APPROPRIATE
CATEGORY) and which category is warranted by the Subscriber:

( )   The  Subscriber  is  subscribing  for an  amount  which  has an  aggregate
      acquisition cost of not less than a prescribed  amount (being  CAD$97,000)
      and the purchaser is not a  corporation,  syndicate,  partnership or other
      form of incorporated  or  unincorporated  entity or  organization  created
      solely  to  permit  the  purchase  of the  Securities  (or  other  similar
      purchases)  by a  group  of  individuals  whose  individual  share  of the
      aggregate acquisition cost of such Units is not less than CAD$97,000.


                                       3
<PAGE>

( )   The  Subscriber is purchasing  the Securities as principal and fulfils one
      of the following categories:

      (a)   a director, senior officer or control person of the issuer, or of an
            affiliate of the issuer,

      (b)   a  spouse,  parent,  grandparent,  brother,  sister  or  child  of a
            director,  senior officer or control person of the issuer,  or of an
            affiliate of the issuer,

      (c)   a close  personal  friend of a director,  senior  officer or control
            person of the issuer, or of an affiliate of the issuer,

      (d)   a close business associate of a director,  senior officer or control
            person of the issuer, or of an affiliate of the issuer, or

      (e)   a person or  company  that is  wholly  owned by any  combination  of
            persons or companies described in paragraphs (a) to (d).

         [Section 3.1 of Multilateral Instrument 45-103]

( )   The  Subscriber  is an  accredited  investor  and  therefore  is an exempt
      purchaser  by virtue of the  Subscriber's  wealth.  For an  individual  an
      `accredited  investor' is a person who alone or with spouse has,  directly
      or indirectly, financial assets (cash and securities)exceeding $1,000,000,
      net of related  liabilities,  or whose net income  before  taxes  exceeded
      $200,000  in the two most  recent  years (or  $300,000  with  spouse)  and
      reasonably expects to exceed that level in the current year.

      The  Subscriber  represents  and warrants  that he has  declared  that the
Subscriber is not a person subject to United States jurisdiction by checking off
one of the  foregoing  categories  of exemption  and such  declaration  warrants
without  equivocation  that the  Subscriber  is not a US  investor,  directly or
indirectly,  and the  Subscriber  is not  subscribing  as an agent or nominee or
trustee or in any other  capacity,  partly or wholly or directly or  indirectly,
for a US person subject to US law.

UNITED STATES SUBSCRIBERS

      If  the   Subscriber  is  a  US  citizen  (or  otherwise   subject  to  US
jurisdiction)  the Subscriber  hereby so declares and further  declares that the
Subscriber is an  "Accredited  Investor" as that term is defined in Regulation D
promulgated under the relevant  Securities Act (the "Act") of the United States,
by virtue of the Subscriber's  qualification  under one or more of the following
categories (PLEASE CHECK OFF APPROPRIATE CATEGORY):


                                       4
<PAGE>

( )   The  Subscriber is a natural person whose  individual net worth,  or joint
      net worth with that person's spouse exceeds $1,000,000,  not including the
      Subscriber's principal residence.

( )   The Subscriber is a natural person who had an individual  income in excess
      of $200,000 in each of the two most recent years or joint income with that
      person's  spouse in excess of  $300,000  in each of those  years and has a
      reasonable  expectation  of reaching  the same income level in the current
      year.

( )   The  Subscriber  is  a  corporation,  organization  described  in  section
      501(c)(3) of the United States  Internal  Revenue Code,  Massachusetts  or
      similar  business  trust,  or  partnership,  not formed  for the  specific
      purpose  of  acquiring  the  Securities,  with  total  assets in excess of
      $5,000,000.

( )   The Subscriber is 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.

( )   The Subscriber is a director or executive officer of the Corporation.

( )   The  Subscriber is a private  business  development  company as defined in
      section 202(a)(22) of the Investment Advisers Act of 1940.

( )   The  Subscriber  is a bank as defined in section  3(a)(2) of the Act, or a
      savings and loan  association  or other  institution as defined in section
      3(a)(5)(A)  of the Act  whether  acting  in its  individual  or  fiduciary
      capacity;  a broker or dealer  registered  pursuant  to  section 15 of the
      Securities  Exchange  Act of 1934;  an  insurance  company  as  defined in
      section  2(13) of the Act;  an  investment  company  registered  under the
      Investment  Company  Act of  1940 or a  business  development  company  as
      defined  in section  2(a)(48)  of that 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;  a plan
      established and maintained by a state, its political subdivisions,  or any
      agency or  instrumentality of a state or its political  subdivisions,  for
      the benefit of its  employees,  if such plan has total assets in excess of
      $5,000,000;  an employee  benefit  plan within the meaning of the Employee
      Retirement Income Security Act of 1974 if the investment  decision is 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,  with
      investment decisions made solely by persons that are accredited investors.

( )   The  Subscriber  is an  entity  in  which  all of the  equity  owners  are
      accredited investors under one or more of the categories set forth above.


                                       5
<PAGE>

                            REGULATION S APPLICATION

      As the Company is a US company whose securities are subject to US law, the
      Subscriber  hereby  agrees,  represents  and  warrants  to the  Company as
      follows:

            (i) Subscriber  (i) is not a U.S.  Person (as defined in Rule 902 of
Regulation S  ("Regulation  S") under the United States  Securities  Act of 1933
(the "1933 Act")), which definition includes, but is not limited to, any natural
person   resident  in  the  United  States,   any   corporation  or  partnership
incorporated or organized under the laws of the United States,  or any estate or
trust of which any executor, administrator or trustee is a U.S. Person); (ii) is
not  purchasing  any of the  Securities  for the  account or benefit of any U.S.
Person or for  offering,  resale or  delivery  for the account or benefit of any
U.S. Person or for the account of any person in any jurisdiction  other than the
jurisdiction set out in the name and address of Subscriber  below; and (iii) was
not  offered  any  Securities  in the United  States and was  outside the United
States at the time of execution and delivery of this Subscription Agreement.

            (ii)  Subscriber  acknowledges  that  the  Securities  have not been
registered  under  the 1933 Act and the  Company  has  agreed  to  register  the
securities  purchased  under this  offering  with the  Securities  and  Exchange
Commission by filing a registration  statement under the 1933 Act within 60 days
of the closing of this offering.  The Subscriber agrees to resell the Securities
only in accordance with the provisions of Regulation S and any other  applicable
securities laws,  pursuant to a registration  under the 1933 Act, or pursuant to
an available  exemption from such  registration,  and that hedging  transactions
involving the Securities may not be conducted unless in compliance with the 1933
Act. The Subscriber understands that any certificate representing the Securities
will bear a legend  setting forth the  foregoing  restrictions.  The  Subscriber
understands that the Securities are restricted  securities within the meaning of
Rule 144  promulgated  under the 1933 Act; that the exemption from  registration
under Rule 144 will not be available in any event for at least one year from the
date of purchase  and payment of the  Securities  by the  Subscriber,  and other
terms and  conditions  of Rule 144 are complied  with;  and that any sale of the
Securities  may be made by the Investor  only in limited  amounts in  accordance
with such terms and  conditions.  In addition,  any  Subscriber who is a British
Columbia or Alberta  resident  will be subject to British  Columbia  and Alberta
resale  restrictions  which  will  be  set  out  in the  legend  stamped  on the
certificate representing the Securities.

            (iii)  No  U.S.  Person,  either  directly  or  indirectly,  has any
beneficial interest in any of the Securities  acquired by Subscriber  hereunder,
nor does Subscriber have any agreement or  understanding  (written or oral) with
any U.S. Person respecting:

                  (a)   the transfer or any assignment of any rights or interest
                        in any of the Securities;

                  (b)   the division of profits,  losses,  fees,  commissions or
                        any   financial    stake   in   connection   with   this
                        subscription; or

                  (c)   the voting of the Securities.


                                       6
<PAGE>

            (iv) the  Subscriber  understands  that each person  exercising  any
Warrant  comprising  a part of the  Securities  will be  required to give to the
Company at the time of exercise written  certification that such person is not a
U.S.  person  and that the  Warrant is not being  exercised  on behalf of a U.S.
person.

                RESTRICTED SECURITIES AND RESTRICTED DISPOSITION

      The  Subscriber  represents  and  warrants  that  the  Subscriber  was not
      specifically  formed  and has not acted to acquire  any of the  Securities
      subscribed  for in  this  Agreement  in  violation  of the  provisions  of
      Regulation S or Rule 144 under the securities laws of the United States or
      in violation of any of the exemptions  provided by the securities  laws of
      Alberta  or  British  Columbia.  The  Subscriber   acknowledges  that  the
      Securities  will be  restricted as to  disposition  as set forth below and
      agrees to abide by such restrictions.

      Whether  the  Subscriber  has  purchased  subject to Rule 144 or Reg. S or
pursuant to any  exemptions  under the  securities  laws of British  Columbia or
Alberta the Subscriber  represents and warrants that the Subscriber  understands
that:

            (a)  neither  the sale of the  Securities  which the  Subscriber  is
acquiring nor the  Securities  themselves  has been  registered  under any state
securities laws and the Securities must be held indefinitely unless subsequently
registered or an exemption from such registration is available; and

            (b)  the  share  certificate  representing  the  Securities  will be
stamped  with the  following  legends  (or  substantially  equivalent  language)
restricting transfer:

            "The  securities  represented  by this  certificate  have  not  been
            registered under the Securities Act of 1933 or the laws of any state
            and have been issued  pursuant  to an  exemption  from  registration
            pertaining to such  securities and pursuant to a  representation  by
            the  security  holder named  hereon that said  securities  have been
            acquired  for  purposes  of  investment  and  not  for  purposes  of
            distribution.   These   securities   may  not  be   offered,   sold,
            transferred, pledged or hypothecated in the absence of registration,
            or  the  availability  of  an  exemption  from  such   registration.
            Furthermore, no offer, sale, transfer, pledge or hypothecation is to
            take place  without  the prior  written  approval  of counsel to the
            issuer being affixed to this  certificate.  The stock transfer agent
            has been ordered to effectuate transfers of this certificate only in
            accordance with the above instructions."


                                       7
<PAGE>

                             METHOD OF SUBSCRIPTION

A subscription  shall be made by delivering to the Company or its agent a signed
and  fully  completed  copy  of  this  subscription   agreement  (with  a  `risk
acknowledgement  declaration' if subscribing pursuant to an offering memorandum)
and the  Subscription  Price made to the order of the Company or its  designated
agent.

The Company  shall return to the  Subscriber  the  Subscription  Price,  or such
amount as has not been accepted,  as to such part of the subscription  which the
Company has not accepted.

Should the  Subscriber's  subscription  be submitted to the  solicitors  for the
Issuer and payment  delivered  to the  solicitors  in trust then the  Subscriber
agrees  that the  solicitors  shall  have no  accountability  to the  Subscriber
whatsoever,  and acknowledges  that the solicitors are merely recipients for the
Issuer and have no solicitor's obligations of any nature to the Subscriber.  The
only duty the solicitors shall have is to deliver the subscription agreement and
the  subscription  monies to the  Issuer  and the  solicitors  shall  require no
further  instruction  other than this  paragraph from the Subscriber in order to
deliver  the same to the  Issuer.  Under no  circumstances  shall the  Company's
solicitors  be  considered to be giving legal or other advice or services to the
Subscriber and no communication between the Subscriber and such solicitors shall
be considered advice (at the most only administrative subscription assistance on
behalf of the Company) but the Subscriber  shall rely solely and  exclusively on
his own judgment and the advice of his own counsel.

ADDITIONAL  INVESTMENT  SUBSCRIPTION  TERMS,  CORPORATE  DISCLOSURE  AND GENERAL
SUBSCRIBER ACKNOWLEDGMENTS AND WARRANTIES

1. Description of the Securities. The Securities are a part of the common shares
of the Company.  The Company's  authorized capital consists of 75,000,000 common
shares, par value of $0.001 per share, of which 3,087,000 shares were issued and
outstanding as of August 31, 2005, and no authorized preferred shares. Copies of
the Articles of  Incorporation of the Company  describing the common  securities
and the rights of holders  and other  corporate  materials  of the  Company  are
available upon request.

2. Closing of subscription  and Use of Funds of the  Securities.  The Subscriber
understands  that the  subscription  monies  shall be  advanced to the Issuer to
reserve the  Subscriber's  subscription and the Issuer may employ such funds for
its business  purposes  nor shall such funds be  considered a loan and shall not
bear interest but shall  constitute  solely a reservation  of  subscription  and
advance of funds.  The Subscriber  shall not demand return of its  subscription.
The Subscriber  acknowledges that the funds to be raised from the Securities are
to be employed for the business of the Company in accordance  with  management's
determination  as to the best use of the same for the Company's  business plans.
Notwithstanding   any  disclosure   document   provided   concurrent  with  this
subscription  the Company  reserves  the right at any time to alter its business
plans in accordance with  management's  appreciation of the market for the goods
and services of the Company and the best use of the  Company's  funds to advance
its business, whether present or future.


                                       8
<PAGE>

3. Securities  Issued at Different  Prices and  Characteristics.  The Subscriber
acknowledges  that the Company will issue its  securities  at  different  prices
which  may occur  sequentially,  from  time-to-time,  or at the same  time.  The
Company  will also issue  offerings  which  have  warrants,  or other  benefits,
attached  and some  offerings  which do not.  Not all  subscribers  will receive
common shares, or other share classes, of the Company at the same price and such
may be issued at vastly different prices to that of the Subscriber. For example,
the  Company has or may issue  Securities  at nominal  prices for  developmental
assets  (which  cannot be valued and so may be  assigned a nominal  value on the
Company's books) or for services or to attract expertise or management talent or
other  circumstances  considered  advisable  by the  board  of  directors.  Such
issuance at different prices are made by the board in its judgment as to typical
structuring for a company such as the Company,  to incentivise,  reward,  and to
provide a measure of developmental  control, to acquire assets or services which
the board  considers  necessary or advisable for the Company's  development  and
success,  and other such considerations in the board's judgment.  The Subscriber
acknowledges these matters,  understands that the Subscriber's investment is not
necessarily the most advantageous  investment in the Company, and authorizes the
Board now and hereafter to use its judgment to make such issuances  whether such
issuances are at a lesser,  equal or greater  price than that of the  Subscriber
and whether such is prior to, concurrent with, or subsequent to the Subscriber's
investment. The Subscriber acknowledges that the Subscriber has had disclosed to
the Subscriber  that the Company has issued  securities at different  prices and
with different characteristics,  the Subscriber has had the opportunity for full
disclosure and questions in respect thereto,  and the Subscriber accepts without
equivocation the securities structure and pricing of the Company by subscription
hereto.

4. Subscriber's Acknowledgments. The Subscriber agrees and acknowledges that:

      (a)   Withdrawal or Revocation.  This Subscription  Agreement is given for
            valuable  consideration and shall not be withdrawn or revoked by the
            Subscriber once tendered with the Subscription Price;

      (b)   Agreement to be Bound. The Subscriber hereby  specifically agrees to
            be  bound  by the  terms of this  Subscription  Agreement  as to all
            particulars   hereof  and  hereby  reaffirms  the   acknowledgments,
            representations,   and  powers   set  forth  in  this   Subscription
            Agreement;

      (c)   Reliance on Subscriber's Representations. The Subscriber understands
            that the Company will rely on the acknowledgments,  representations,
            and covenants of the Subscriber herein in determining whether a sale
            of the Securities to the Subscriber is in compliance with applicable
            securities laws. The Subscriber  warrants that all  acknowledgments,
            representations and covenants are true and accurate;

      (d)   Waiver of Preemptive Rights. The Subscriber hereby grants,  conveys,
            and vests the President of the Company as the Subscriber's  power of
            attorney  solely for the purpose of waiving any prior or  preemptive
            rights which the  Subscriber may have to further issues of equity by
            the Company.


                                       9
<PAGE>

5. Subscriber's Representations,  Warranties, and Understandings. The Subscriber
represents and warrants to the Company and states that:

      (a)   Principal.  The Subscriber is purchasing the Securities as principal
            for his own  account  and not for the  benefit  of any other  person
            except as otherwise stated herein, and not with a view to the resale
            or distribution of all or any of the Securities;

      (b)   Decision to Purchase.  The decision of the  Subscriber to enter into
            this agreement and to purchase  Securities  pursuant hereto has been
            based  only  on  the  representations  of  this  agreement  and  any
            collateral  business plan or offering  memorandum provided herewith.
            It is not made on other information  relating to the Company and not
            upon any oral  representation  as to fact or otherwise made by or on
            behalf of the Company or any other  person.  The  Subscriber  agrees
            that the  Company  assumes no  responsibility  or  liability  of any
            nature whatsoever for the accuracy,  adequacy or completeness of any
            business  plan  information,  which has been created  based upon the
            Company's management experience. In particular, and without limiting
            the  generality  of the  foregoing,  the decision to  subscribe  for
            Securities has not been influenced by:

            (i)   Newspaper, magazine or other media articles or reports related
                  to the Company or its business; or

            (ii)  Promotional  literature or other materials used by the Company
                  for sales or marketing purposes; or

            (iii) Any  representations,  oral or otherwise,  that the Securities
                  will be repurchased or have any guaranteed  future  realizable
                  value, or that there is any certainty as to the success of the
                  Company or liquidity or value of the Securities.

      (c)   Economic  Risk.  The Subscriber has such knowledge and experience in
            financial and business  affairs as to be capable of  evaluating  the
            merits and risks of his investment in the Securities,  or has sought
            and received independent  professional advice, and the Subscriber is
            able to bear the economic  risk of a total loss of the  Subscriber's
            investment in the Securities;

      (d)   Speculative   Investment.   The  Subscriber   understands   that  an
            investment in the Securities is a speculative investment, that there
            is no  guarantee  of  success  of  Management's  plans  and that any
            offering  memorandum or business plan provided to the  Subscriber is
            made  based  upon  business  experience  to  date  and  management's
            reasonable efforts at disclosure and is subject to error and subject
            to be proven  wrong by future  events and  experience.  Management's
            plans are an effort to apply  present  knowledge  and  experience to
            project  a future  course of action  which is hoped  will  result in
            financial  success  employing  the  Company's  assets  and  with the
            present level of  management's  skills and of those whom the Company
            will need to attract  (which cannot be assured).  Additionally,  all
            plans are  capable of being  frustrated  by new or  unrecognized  or
            unappreciated  present or future  circumstances  which can typically
            not be accurately, or at all, predicted.


                                       10
<PAGE>

      (e)   Status.  If the Subscriber has stated that he is not a U.S.  person,
            as  defined  under the  United  States  Securities  Act of 1933,  as
            amended (the "U.S. Act"), then he declares  unequivocally that he is
            not a US person and was not  offered  the  Securities  in the United
            States  (as  that  term is  defined  in the U.S.  Act),  and did not
            execute or deliver  this  Agreement  in the  United  States.  If the
            Subscriber  is a US  person  then  such  has been  declared  in this
            document  by noting the  Subscriber  as having a US  address  below,
            completing the  declarations  at the  commencement  of this document
            (all of which are truly stated),  and the Subscriber qualifies as an
            eligible investor (by virtue of having the requisite personal wealth
            and income  and/or  qualifying  under other  appropriate  exemption)
            under the relevant securities laws;

      (f)   Address.  The  Subscriber is resident as set out on the last page of
            this  Agreement  as the  "Subscriber's  Address" and the address set
            forth on the last  page of this  Agreement  is the true and  correct
            address of the Subscriber;

      (g)   Risk and Resale  Restriction.  The  Subscriber is aware of the risks
            and other characteristics of the Securities and of the fact that the
            Subscriber  will not be able to  resell  the  Securities  except  in
            accordance with the applicable securities legislation and regulatory
            policy;

      (h)   Receipt of  Information.  The Subscriber  acknowledges  that, to his
            satisfaction:

            (i)   He has  either  had  access  to or  has  been  furnished  with
                  sufficient  information regarding the Company and the terms of
                  this investment transaction to his satisfaction;

            (ii)  He  has  been  provided  the   opportunity  to  ask  questions
                  concerning  this  investment  transaction  and the  terms  and
                  conditions  thereof and all such  questions have been answered
                  to his satisfaction; and

            (iii) He has been given ready access to and an opportunity to review
                  any information,  oral or written,  that he has requested,  in
                  particular to any offering  memorandum or business plan of the
                  Company,  if  available  concurrent  with or as a part of this
                  subscription;

      (i)   No Prospectus  filing.  The Subscriber  acknowledges that this is an
            offering made on a private  basis  without a prospectus  and that no
            federal,  state,  provincial or other agency has made any finding or
            determination  as to the  merits  of the  investment  nor  made  any
            recommendation or endorsement of the Securities, and that:

            (i)   The Subscriber may be or is restricted  from using most of the
                  civil remedies available under the applicable  securities act;
                  and


                                       11
<PAGE>

            (ii)  The Company is relieved  from certain  obligations  that would
                  otherwise apply under the applicable securities act;

      (j)   Confidentiality.  The  Subscriber  understands  that  the  Company's
            business plan and this  Agreement are  confidential.  The Subscriber
            will not and has not  distributed  such,  or divulged  the  contents
            thereof,  to anyone other than such legal or  financial  advisors as
            the  Subscriber  has deemed  desirable for purposes of evaluating an
            investment in the  Securities  and the  Subscriber  has not made any
            copies thereof except for his own records;

      (k)   Age of Majority. The Subscriber, if an individual,  has attained the
            age of majority and is legally  competent to execute this  Agreement
            and to take all actions required pursuant hereto;

      (l)   Authorization  and Formation of  Subscriber.  The  Subscriber,  if a
            corporation, partnership, trust or other form of business entity, is
            authorized  and  otherwise  duly  qualified to purchase and hold the
            Securities  and such  entity has not been  formed  for the  specific
            purpose of acquiring  Securities in the Offering.  If the Subscriber
            is one of the  aforementioned  entities,  it hereby agrees that upon
            request  of  the  Company  it  will  supply  the  Company  with  any
            additional written information that may be requested by the Company;

      (m)   Legal   Obligation.   This  Agreement  has  been  duly  and  validly
            authorized,  executed  and  delivered  by and  constitutes  a legal,
            valid, binding and enforceable obligation of the Subscriber;

      (n)   Compliance With Applicable  Laws. The Subscriber  knows of no reason
            (and is  sufficiently  knowledgeable  to  determine  the same or has
            sought  legal  advice)  why  the  delivery  of this  Agreement,  the
            acceptance  of it by the Company and the issuance of the  Securities
            to the Subscriber  will not comply with all  applicable  laws of the
            Subscriber's  jurisdiction  of residence or domicile,  and all other
            laws applicable to the Subscriber,  and the Subscriber has no reason
            to believe that the Subscriber's  subscription hereby will cause the
            Company  to  become  subject  to or  required  to  comply  with  any
            disclosure, prospectus or reporting requirements or to be subject to
            any civil or regulatory  review or proceeding.  The Subscriber  will
            comply  with all  applicable  securities  laws and will  assist  the
            Company  in all  reasonable  manners to comply  with all  applicable
            securities laws; and

      (o)   Encumbrance or Transfer of Securities. The Subscriber will not sell,
            assign,  gift,  pledge or  encumber  in any  manner  whatsoever  the
            Securities  herein  subscribed  without the prior written consent of
            the Company and in accordance with applicable securities laws.

The  Subscriber  agrees that the above  representations  and  warranties  of the
Subscriber  will be true and correct as of the  execution of and  acceptance  of
this  Agreement  and  will  survive  the  completion  of  the  issuance  of  the
Securities.  The  Subscriber  understands  that  the  Company  will  rely on the
representations and warranties of the Subscriber herein in determining whether a
sale of the  Securities  to the  Subscriber  is in  compliance  with law and the
Subscriber  warrants to indemnify and hold harmless the Company from all damages
or claims resulting from any misrepresentation by the Subscriber.


                                       12
<PAGE>

6. Material Changes. The Subscriber undertakes to notify the Company immediately
should  there  be  any  material   change  in  the  foregoing   warranties   and
representations   and  provide  the  Company   with  the  revised  or  corrected
information.  The Subscriber hereby agrees to indemnify and hold the Company and
its affiliates harmless from and against any and all matters incurred on account
of or arising out of:

      (a)   Any inaccuracy in the Subscriber's acknowledgments,  representations
            or warranties set forth in this Agreement;

      (b)   The  Subscriber's  disposition of any of the Securities  contrary to
            the Subscriber's  acknowledgments,  representations or warranties in
            this Agreement;

      (c)   Any suit or proceeding based upon a claim that said acknowledgments,
            representations  or  warranties  were  inaccurate  or  misleading or
            otherwise cause for obtaining damages or redress from the Company or
            its  affiliates  or  the  disposition  of all  or  any  part  of the
            Subscriber's Securities; and

      (d)   The  Subscriber's  failure to fulfill any or all of the Subscriber's
            obligations herein.

7. Address for Delivery.  Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be sent
by delivery  (electronic or otherwise) or prepaid  registered  mail addressed to
the Subscriber or the Company at the addresses specified in this Agreement.  The
date of receipt of such notice,  demand or other communication shall be the date
of delivery thereof if delivered,  or, if given by registered mail as aforesaid,
shall be deemed  conclusively to be the fifth day after the same shall have been
so mailed,  except in the case of interruption of postal services for any reason
whatsoever,  in which  case the date of  receipt  shall be the date on which the
notice, demand or other communication is actually received by the addressee.

8. Change of Address.  Either  party may at any time or from time to time notify
the other  party in writing of a change of address  and the new address to which
notice shall be given to it thereafter until further change.

9.  Severability  and  Construction.   Each  section,  sub-section,   paragraph,
sub-paragraph,  term and provision of this Agreement,  and any portion  thereof,
shall be  considered  severable,  and if, for any  reason,  any  portion of this
Agreement  is  determined  to be invalid,  contrary  to or in conflict  with any
applicable  present or future law,  rule or  regulation,  that ruling  shall not
impair the operation of, or have any other effect upon,  such other  portions of
this Agreement as may remain otherwise  intelligible  (all of which shall remain
binding on the parties and  continue to be given full force and  agreement as of
the date upon which the ruling becomes  final).  The word "he" in this Agreement
shall also mean she or it relative to the identity of the Subscriber.


                                       13
<PAGE>

10.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the  province of British  Columbia  and the laws of
Canada  applicable  therein.  Any  dispute  regarding  matters  as  between  the
Subscriber and the Company,  whether as a subscriber or shareholder  and whether
arising under this Agreement or pursuant to shareholder  rights  pursuant to the
constating  documents of the Company or  applicable  law,  shall be  adjudicated
exclusively in British Columbia unless the Company shall permit otherwise.

11. Survival of Representations and Warranties.  The covenants,  representations
and warranties  contained  herein shall survive the closing of the  transactions
contemplated hereby.

12. Counterparts.  This Agreement may be signed by the parties hereto in as many
counterparts as may be necessary,  each of which so signed shall be deemed to be
an original,  and such  counterparts  together shall constitute one and the same
instrument and  notwithstanding the date of execution will be deemed to bear the
execution  date as set forth in this  Agreement.  This Agreement may be executed
and  exchanged  by  facsimile  and such  facsimile  copies  shall  be valid  and
enforceable agreements.

13. Entire Agreement.  This Agreement constitutes the only agreement between the
parties with respect to the subject  matter  hereof and shall  supersede any and
all prior negotiations and understandings. There are no collateral agreements or
understandings hereto and this Agreement, and the documents contemplated herein,
constitutes  the  totality of the  parties'  agreement.  This  Agreement  may be
amended or modified in any respect by written instrument only.

14. Successors and Assigns.  The terms and provisions of this Agreement shall be
binding upon and enure to the benefit of the  Subscriber,  the Company and their
respective  successors and lawfully permitted assigns;  provided that, except as
herein provided, this Agreement shall not be assignable by any party without the
written  consent of the other.  The benefit and  obligations of this  Agreement,
insofar  as they  extend  to or  affect  the  Subscriber,  shall  pass  with any
assignment or transfer of the  Securities  in accordance  with the terms of this
Agreement.

SIGNATURE PAGE TO A PRIVATE ISSUE SUBSCRIPTION AGREEMENT OF

MANU FORTI GROUP, INC.

DATED this _________ day of _________________, 2005.


                                       14
<PAGE>

Documents to be Returned:

1.    A check payable to the order of "MANU FORTI GROUP,  INCORPORATED"  for the
      subscription amount.

      If by wire:

            If Domestic:

                  Routing Number: 121000248
                  Bank Name: Wells Fargo Bank, N.A. Acct Number: 3597101850
                  Acct. Name: Manu Forti Group, Inc.

                  If International:

                  Routing Number: 121000248
                  Bank Name: Wells Fargo Bank, N.A.
                  Acct Number: 3597101850
                  Acct. Name: Manu Forti Group, Inc.
                  Swift Code: WFBIUS6S
                  Telex Code: 184904 Wells UT

2. One copy of this Subscription Agreement completed,  dated and signed with the
Purchaser's(s') signature(s).

<TABLE>
<CAPTION>
<S>                                               <C>
-----------------------------------------------   ---------------------------------------------------------
Purchaser #1                                      Purchaser  #2 (If the Units are to be held as tenants in
                                                  common,  as joint tenants,  or as community  property in
                                                  both names)

-----------------------------------------------   ---------------------------------------------------------
Dated: ___________________________                Dated: ___________________________

-----------------------------------------------   ---------------------------------------------------------
By: ______________________________                By _______________________________
             (Signature)                                       (Signature)

-----------------------------------------------   ---------------------------------------------------------
Name: ____________________________                Name:_____________________________
           (Print or type)                                   (Print or type)

-----------------------------------------------   ---------------------------------------------------------
Social Security or Tax I.D. No.                   Social Security or Tax I.D. No.
(If none, so state)                               (If none, so state)

-----------------------------------------------   ---------------------------------------------------------
</TABLE>

Accepted By MANU FORTI, INC. this ____ day of _________________ 2004.

MANU FORTI, INCORPORATED

By
   --------------------------
   Todd M. Pitcher/Chairman


                                       15