Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Exhibit 10.1






EXHIBIT 10.1 

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE PROPOSED TO BE
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED 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. 

REGULATION S SUBSCRIPTION AGREEMENT 

THIS AGREEMENT is made effective as of the 7th day of
November, 2007. 

BETWEEN: 

THE SUBSCRIBER LISTED ON THE
EXECUTION PAGE TO THIS 
AGREEMENT 

(hereinafter called the “Subscriber”)


OF THE FIRST PART 

AND: 

COLOURED (US) INC., a Nevada
corporation 

(hereinafter called the “Company”) 

OF THE SECOND PART 

NOW THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

ARTICLE 1 
DEFINITIONS 

1.1      Definitions. The
following terms will have the following meanings for all purposes of this
Agreement. 

(a) “Agreement” shall mean this
Agreement, and all schedules and amendments to in the Agreement. 

(b) “Common Stock” means the Common
Stock of the Company with a par value of $0.001 per share. 

(c) “Exchange Act” shall mean the
United States Securities Exchange Act of 1934, as amended. 

(d) “Subscriber” shall mean the
Subscriber executing the signature page to this Agreement. 

(e) “Offering” shall mean the offering
of up to 4,000,000 shares of Common Stock by the Company. 

(f) “SEC” shall mean the United States
Securities and Exchange Commission. 

(g) “SEC Filings” means the reports,
schedule, forms and other filings made by the Company with the SEC in accordance
with its obligations under Section 13(a) or 15(d) of the Exchange Act, including
its annual reports on Form 10-KSB, its quarterly reports on Form 10-QSB and its
current reports on Form 8-K. 




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(h) “Securities Act” shall mean the
United States Securities Act of 1933, as amended. 

(i) "Shares" means those Common Stock
to be purchased by the Subscriber, as indicated on the signature page of this
Agreement; 

(j) “Subscription Price” means the
subscription price of $0.05 per Share payable by the Subscriber to the Company
in consideration for the purchase and sale of the Shares in accordance with
Section 2.1 of this Agreement. 

1.2      Schedules. The
following schedules are attached to and form part of this Agreement: 

Schedule A Definition of U.S. Person


1.3      Currency. All dollar
amounts referred to in this agreement are in United States funds, unless
expressly stated otherwise. 

ARTICLE 2
PURCHASE AND SALE OF SHARES 

2.1      Agreement to
Subscribe. Subject to the terms and conditions of this Agreement, the
Subscriber hereby subscribes for and agrees to purchase from the Company such
number of Shares as is set forth upon the signature page hereof at the
Subscription Price. Upon execution, the subscription by the Subscriber will be
irrevocable. 

2.2      Payment of Subscription
Price. The Subscription Price is payable by the Subscriber contemporaneously
with the execution and delivery of this Subscription Agreement and will be
advanced to the Company or its solicitors. The Subscriber acknowledges that if
the funds are advanced to the Company’s solicitors, the solicitors shall release
such funds to the Company on confirmation by the Company that it will accept the
subscription. 

2.3      Acceptance by Company.
Upon execution of this Agreement by the Company, the Company agrees to sell such
Shares to the Subscriber for the Subscription Price subject to the Company’s
right to sell to the Subscriber such lesser number of Shares as it may, in its
sole discretion, deem necessary or desirable. 

2.4      Compliance with Securities
Laws. Any acceptance by the Company of the Subscription is conditional upon
compliance with all securities laws and other applicable laws of the
jurisdiction in which the Subscriber is resident. Each Subscriber will deliver
to the Company all other documentation, agreements, representations and
requisite government forms required by the lawyers for the Company as required
to comply with all securities laws and other applicable laws of the jurisdiction
of the Subscriber. 

2.5      Loan Pending
Subscription. Pending acceptance of this subscription by the Company, all
funds paid by the Subscriber shall be deposited by the Company and immediately
available to the Company for its corporate purposes. In the event the
subscription is not accepted, the subscription funds will constitute a
non-interest bearing demand loan of the Subscriber to the Company. 

2.6      Delivery of
Certificates. The Subscriber hereby authorizes and directs the Company to
deliver the Shares to be issued to such Subscriber pursuant to this Agreement to
the Subscriber’s address indicated on the signature page of this Agreement. 

2.7      No Minimum
Subscription. The Subscriber acknowledges and agrees that the subscription
for the Shares and the Company’s acceptance of the subscription is not subject
to any minimum subscription for the Offering. 




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ARTICLE 3 
AGREEMENTS, REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER 

3.1      Exemption from
Registration. The Subscriber acknowledges and agrees that the Shares will be
offered and sold to the Subscriber without such offers and sales being
registered under the Securities Act and will be issued to the Subscriber in an
offshore transaction outside of the United States in accordance with a safe
harbour from the registration requirements of the Securities Act provided by
Rule 903 of Regulation S of the Securities Act based on the representations and
warranties of the Subscriber in this Agreement. As such, the Subscriber further
acknowledges and agrees that all Securities will, upon issuance, be “restricted
securities” within the meaning of the Securities Act. 

3.2      Resales of Securities.
The Subscriber acknowledges that that the Shares may not be offered, resold,
pledged or otherwise transferred except through an exemption from registration
under the Securities Act or pursuant to an effective registration statement
under the Securities Act and in accordance with all applicable state securities
laws and the laws of any other jurisdiction. The Subscriber agrees to resell the
Shares only in accordance with the provisions of Regulation S of the Securities
Act, pursuant to registration under the Securities Act, or pursuant to an
available exemption from registration pursuant to the Securities Act. The
Subscriber agrees that the Company will refuse to register any transfer of the
Shares not made in accordance with the provisions of Regulation S of the
Securities Act, pursuant to registration under the Securities Act, pursuant to
an available exemption from registration. The Subscriber agrees that the Company
may require the opinion of legal counsel reasonably acceptable to the Company in
the event of any offer, sale, pledge or transfer of any of the Shares by the
Subscriber pursuant to an exemption from registration under the Securities
Act.

3.3      No Requirement to
Register. The Subscriber acknowledges and agrees that the Company has no
obligation to register the resale of the Shares pursuant to the Securities Act
or to otherwise qualify the Shares for resale under any federal, state or
provincial securities laws. 

3.4      Hedging Transactions.
The Subscriber agrees not to engage in hedging transactions with regard to the
Shares unless in compliance with the Securities Act. 

3.5      Share Certificates.
The Subscriber acknowledges and agrees that all certificates representing
the Shares will be endorsed with the following legend, or such similar legend as
deemed advisable by legal counsel for the Company, to ensure compliance with
Regulation S of the Securities Act and to reflect the status of the Shares as
restricted securities: 

	 	 	 
		
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (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
      REOFFERED 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.” 
	


3.6      Representations and
Warranties of the Subscriber. The Subscriber, represents and warrants to the
Company as follows, and acknowledges that the Company is relying upon such
covenants, representations and warranties in connection with the sale of the
Shares to the Subscriber: 

(a) The Subscriber is not a “U.S.
Person” as defined by Regulation S of the Securities Act, as set forth in
Schedule A of this Agreement.

(b) The Subscriber is not acquiring the
Shares for the account or benefit of a U.S. Person. 

(c) The Subscriber was not in the
United States at the time the offer to purchase the Shares was received or at
the time this Agreement was executed. 




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(d) The Subscriber has such knowledge,
sophistication and experience in business and financial matters such that it is
capable of evaluating the merits and risks of the investment in the Shares. The
Subscriber has evaluated the merits and risks of an investment in the Shares.
The Subscriber can bear the economic risk of this investment, and is able to
afford a complete loss of this investment.

(e) The Subscriber acknowledges that
the Company is in the early stages of development of its business and the
Company’s success is subject to a number of significant risks, including the
risk that the Company will not be able to finance its plan of operations and
that the Company’s business plan will not succeed. The Subscriber acknowledges
that any forward-looking information provided by the Company to the Subscriber
are subject to risks and uncertainties and that the Company’s actual results may
differ materially from the results anticipated. 

(f) The Shares will be acquired by the
Subscriber for investment for the Subscriber's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and that the Subscriber has no present intention of selling, granting any
participation in, or otherwise distributing the same. The Subscriber does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to any of the Shares. 

(g) The Subscriber has received or has
had full opportunity to review the SEC Filings. The Subscriber has had full
opportunity to ask questions and receive answers from representatives of the
Company regarding the SEC Filings, the terms and conditions of the Offering and
the business, properties, prospects and financial condition of the Company, each
as is necessary to evaluate the merits and risks of investing in the Shares. The
Subscriber believes it has received all the information it considers necessary
or appropriate for deciding whether to purchase the Shares. The Subscriber has
had full opportunity to discuss this information with the Subscriber’s legal and
financial advisers prior to execution of this Agreement. 

(h) The Subscriber acknowledges that
the Shares will be offered and sold without registration under the Securities
Act in a private placement that is exempt from the registration provisions of
the Securities Act based on the truth and accuracy of the representations of the
Subscriber. The Subscriber understands that the Shares the Subscriber is
purchasing are characterized as “restricted securities” under the Securities Act
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act only
in certain limited circumstances. In this connection, the Subscriber represents
that it is familiar with SEC Rule 144, as presently in effect, and understands
the resale limitations imposed thereby and by the Securities Act. The Subscriber
further acknowledges that the offering of the Shares by the Company has not been
reviewed by the SEC or any state or provincial securities regulatory authority.


(i) The Subscriber has satisfied
himself or herself as to the full observance of the laws of his or her
jurisdiction in connection with any invitation to subscribe for the Shares or
any use of this Agreement, including (i) the legal requirements within his
jurisdiction for the purchase of the Shares; (ii) any foreign exchange
restrictions applicable to such purchase; (iii) any governmental or other
consents that may need to be obtained; (iv) the income tax and other tax
consequences, if any, that may be relevant to an investment in the Shares; and
(v) any restrictions on transfer applicable to any disposition of the Shares
imposed by the jurisdiction in which the Subscriber is resident. 

(j) The Subscriber has not purchased
the Shares 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,
television or other form of telecommunications, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising. 

(k) This Agreement has been duly
authorized, validly executed and delivered by the Subscriber and constitutes a
legal, valid and binding obligation of the Subscriber enforceable against the
Subscriber in accordance with its terms. 




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ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY 

4.1      Representations and
Warranties of the Company. The Company represents and warrants to the
Subscriber and acknowledges that the Subscriber is relying upon such
representations and warranties in connection with the execution, delivery and
performance of this Agreement: 

(a) The Company is a corporation duly
incorporated and in good standing under the laws of the State of Nevada, and has
the requisite corporate power and authority to conduct its business as it is
currently being conducted, to enter into this Agreement and to sell the Shares
to the Subscriber. 

(b) The execution and delivery by the
Company of this Agreement has been duly authorized by all necessary action on
the part of the Company, and no further consent or action is required by the
Company, its board of directors or its stockholders.

(c) The issuance of the Shares has been
duly authorized by all necessary corporate action of the Company.

(d) Upon payment of the Subscription
Price and issuance in accordance with the terms and conditions of this
Agreement, the Shares will be validly issued, fully paid and non-assessable
shares of the Company’s common stock.

(e) The existing stockholders of the
Company have no pre-emptive or similar rights to purchase shares of Common Stock
from the Company. 

(f) The issue and sale of the Shares by
the Company does not and will not conflict with, and does not and will not
result in a breach of, any of the terms of its Articles of Incorporation or
Bylaws or any agreement or instrument to which the Company is a party. 

ARTICLE 5 
MISCELLANEOUS PROVISIONS 

5.1      Effectiveness of
Representations; Survival. Each party is entitled to rely on the
representations, warranties and agreements of each of the other parties and all
such representation, warranties and agreement will be effective regardless of
any investigation that any party has undertaken or failed to undertake. The
representation, warranties and agreements will survive the purchase and sale of
the Shares. 

5.2      Further Assurances.
Each of the parties hereto will cooperate with the others and execute and
deliver to the other parties hereto such other instruments and documents and
take such other actions as may be reasonably requested from time to time by any
other party hereto as necessary to carry out, evidence, and confirm the intended
purposes of this Agreement. 

5.3      Amendment. This
Agreement may not be amended except by an instrument in writing signed by each
of the parties. 

5.4      Expenses. Each party
to this Agreement will bear its respective expenses incurred in connection with
the preparation, execution, and performance of this Agreement and the
transactions contemplated hereby, including all fees and expenses of agents,
representatives, counsel, and accountants.

5.5      Entire Agreement. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior arrangements and
understandings, both written and oral, expressed or implied, with respect
thereto. Any preceding correspondence or offers are expressly superseded and
terminated by this Agreement. 

5.6      Severability. If one
or more provisions of this Agreement is held to be unenforceable under
applicable law, such provision will be excluded from this Agreement and the
balance of this Agreement will be enforceable in accordance with its terms. 




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5.7 Notices. All notices and other communications
required or permitted under to this Agreement must be in writing and will be
deemed given if sent by personal delivery, faxed with electronic confirmation of
delivery, internationally-recognized express courier or registered or certified
mail (return receipt requested), postage prepaid, to the parties at the
following addresses (or at such other address for a party as will be specified
by like notice): 

	 	If to the Subscriber: 
	 	 	  
	 	 	AT THE ADDRESS SET FORTH ON THE 
	 	 	SIGNATURE PAGE TO THIS AGREEMENT 
	 	 	  
	 	If to the Company: 
	 	 	  
	 	 	COLOURED (US) INC. 
	 	 	Attention: Mr. Lars Brannvall, President 
	 	 	Suite 3.19, MLS Business Centre 
	 	 	130 Shaftesbury Avenue 
	 	 	London, UK W1D 5EU 


All such notices and other communications will be deemed to
have been received (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of a fax, when the party sending such fax has received
electronic confirmation of its delivery, (c) in the case of delivery by
internationally-recognized express courier, on the business day following
dispatch and (d) in the case of mailing, on the fifth business day following
mailing. 

5.8      Headings. The headings
contained in this Agreement are for convenience purposes only and will not
affect in any way the meaning or interpretation of this Agreement. 

5.9      Benefits. This
Agreement is and will only be construed as for the benefit of or enforceable by
those persons party to this Agreement. 

5.10    Assignment. This Agreement
may not be assigned (except by operation of law) by any party without the
consent of the other parties. 

5.11    Governing Law. This
Agreement will be governed by and construed in accordance with the laws of the
State of Nevada applicable to contracts made and to be performed therein.

5.12    Construction. The language used
in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction will be applied
against any party.

5.13    Counterparts. This Agreement may
be executed in one or more counterparts, all of which will be considered one and
the same agreement and will become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart. 

5.14    Fax Execution. This Agreement may
be executed by delivery of executed signature pages by fax and such fax
execution will be effective for all purposes. 

5.15    Schedules and Exhibits. The
schedules and exhibits are attached to this Agreement and incorporated herein.





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IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above. 

	Number of Shares Subscribed for: 	 	4,000,000 Shares 
	 	 	 
	Subscription Price (per Shares): 	 	US$ 0.05 per Share 
	 	 	 
	Total Subscription Price: 	 	US$ 200,000 
	 	 	 
	Signature of Subscriber or Authorized
      Signatory of 	 	/s/ C. Marechal 	/s/ M. Bringold 
	Subscriber: 	 	  	  
	Name of Authorized Signatory of 	 	C. Marechal 	M. Bringold 
	Subscriber (if applicable): 	 	  	  
	Title of Authorized Signatory of 	 	Senior Vice President 	Deputy Vice Presiden 
	Subscriber (if applicable): 	 	  	  
	Name of Subscriber: 	 	Banque SCS Alliance SA 
	 	 	 
	Address of Subscriber: 	 	Route de Chancy 6B, Case postale 
	 	 	 
	  	 	CH-1211 GENÉVE 8 
	 	 	 
	Telephone No. 	 	+41 22 839 74 68 
	  	 	 
	ACCEPTED BY: 	 	 
	COLOURED (US) INC. 	 	 
	Signature of Authorized Signatory: 	 	/s/ Lars Brannvall 
	 	 	 
	Name of Authorized Signatory: 	 	Lars Brannvall 
	 	 	 
	Position of Authorized Signatory: 	 	President 
	 	 	 
	Date of Acceptance: 	 	7/11 2007 






SCHEDULE A 

DEFINITION OF 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:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any foreign
      jurisdiction; and

	 	 	 	 
	 		(ii) 	
      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 Subscribers [as
      defined in Section 230.501(a) of the Act] who are not natural persons,
      estates or trusts.