To:   ENERGTEK, INC.

                                 ENERGTEK, INC.
         REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

                                    SECTION 1

            1.1 Subscription.

            (a)  The  undersigned,   intending  to  be  legally  bound,   hereby
irrevocably  subscribes  for  and  agrees  to  purchase  _________  shares  (the
"Shares") of the common stock (the  "Common  Stock") of Energtek  Inc., a Nevada
corporation  (the  "Company")  in a  transaction  exempt  from the  registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").

            1.2 Purchase of Shares.

            The undersigned understands and acknowledges that the purchase price
to  be  remitted  to  the   Company  in  exchange   for  the  Shares   shall  be
_______________________   Thousand  dollars  ($____,000)  or  $0.05  per  Share.
Simultaneous  with the execution and delivery of this  Agreement,  including the
Investor  Questionnaire  annexed hereto,  the  undersigned  shall deliver to the
Company  the  aforementioned  purchase  price by wire  transfer  of  immediately
available funds. Wire instructions are attached hereto as Appendix A.

            1.3 Acceptance or Rejection.

            (a) The undersigned understands and agrees that the Company reserves
the right to reject  this  subscription  for the  Shares  if, in its  reasonable
judgment,  it deems such action in the best interest of the Company, at any time
prior to the Closing, notwithstanding prior receipt by the undersigned of notice
of acceptance of the undersigned's subscription.

            (b) The undersigned understands and agrees that its subscription for
the Shares is irrevocable.

            (c) In the  event  the  sale  of the  Shares  subscribed  for by the
undersigned  is not  consummated  by the  Company for any reason (in which event
this Subscription  Agreement shall be deemed to be rejected),  this Subscription
Agreement and any other  agreement  entered into between the undersigned and the
Company relating to this  subscription  shall thereafter have no force or effect
and the Company shall promptly return or cause to be returned to the undersigned
the purchase price remitted to the Company by the undersigned,  without interest
thereon or deduction therefrom, in exchange for the Shares.


<PAGE>

                                    SECTION 2

            2.1 Closing

            The closing (the  "Closing") of the purchase and sale of the Shares,
shall  occur   simultaneously   with  the  acceptance  by  the  Company  of  the
undersigned's  subscription,  as  evidenced by the  Company's  execution of this
Subscription Agreement.

                                    SECTION 3

            3.1 Investor Representations and Warranties.

            The undersigned hereby acknowledges, represents and warrants to, and
agrees with, the Company and its affiliates as follows:

            (a) The  undersigned  is acquiring the Shares for his own account as
principal, not as a nominee or agent, for investment purposes only, and not with
a view to, or for, resale, distribution or fractionalization thereof in whole or
in part and no other person has a direct or indirect beneficial interest in such
Shares  or any  portion  thereof.  Further,  the  undersigned  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 the Shares for which the  undersigned  is  subscribing or any part of
the Shares.

            (b) The  undersigned has full power and authority to enter into this
Agreement,   the  execution  and  delivery  of  this  Agreement  has  been  duly
authorized,  if applicable,  and this Agreement  constitutes a valid and legally
binding obligation of the undersigned.

            (c) The undersigned is not subscribing for the Shares as a result of
or  subsequent  to any  advertisement,  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio, or presented at any seminar or meeting, or any solicitation
of a  subscription  by  person  previously  not  known  to  the  undersigned  in
connection with investment Shares generally.

            (d) The  undersigned  understands  that  the  Company  is  under  no
obligation  to register  the Shares under the  Securities  Act, or to assist the
undersigned in complying  with the Securities Act or the securities  laws of any
state of the United States or of any foreign jurisdiction.

            (e) The undersigned is (i) experienced in making  investments of the
kind described in this Agreement and the related documents, (ii) able, by reason
of the  business  and  financial  experience  of its officers (if an entity) and
professional  advisors (who are not affiliated with or compensated in any way by
the  Company or any of its  affiliates  or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and
the  related  documents,  and  (iii)  able  to  afford  the  entire  loss of its
investment in the Shares. The undersigned  further  understands that the Company
currently  has no  business  or  operations  and  although  it is  contemplating
entering the field of clean energy  technologies,  the Company  currently has no
agreements or arrangements with any persons in connection therewith.


                                       -2-
<PAGE>

            (f) The undersigned acknowledges his understanding that the offering
and sale of the Shares is  intended  to be exempt  from  registration  under the
Securities Act. In furtherance thereof, in addition to the other representations
and  warranties  of  the  undersigned  made  herein,  the  undersigned   further
represents  and  warrants to and agrees with the Company and its  affiliates  as
follows:

            (i)   The undersigned  realizes that the basis for the exemption may
                  not be present if,  notwithstanding such representations,  the
                  undersigned  has in mind  merely  acquiring  the  Shares for a
                  fixed or  determinable  period in the future,  or for a market
                  rise, or for sale if the market does not rise. The undersigned
                  does not have any such intention;

            (ii)  The undersigned has the financial ability to bear the economic
                  risk of his  investment,  has adequate means for providing for
                  his current needs and personal  contingencies  and has no need
                  for liquidity with respect to his investment in the Company;

            (iii) The undersigned has such knowledge and experience in financial
                  and business matters as to be capable of evaluating the merits
                  and risks of the  prospective  investment  in the Shares.  The
                  undersigned  also represents it has not been organized for the
                  purpose of acquiring the Shares;

            (iv)  The  undersigned  has  been  provided  an  opportunity  for  a
                  reasonable  period of time prior to the date  hereof to obtain
                  additional  information concerning the offering of the Shares,
                  the  Company  and all  other  information  to the  extent  the
                  Company  possesses such  information or can acquire it without
                  unreasonable effort or expense; and

            (v)   The  undersigned  has carefully  reviewed all of the Company's
                  filings under the Securities  Exchange Act of 1934, as amended
                  (the "Exchange Act").

            (g) The undersigned is not relying on the Company, or its affiliates
or agents with respect to economic  considerations  involved in this investment.
The undersigned has relied solely on its own advisors.


                                      -3-
<PAGE>

            (h)  No   representations  or  warranties  have  been  made  to  the
undersigned  by the  Company,  or any  officer,  employee,  agent,  affiliate or
subsidiary  of the  Company,  other  than  the  representations  of the  Company
contained  herein,  and in subscribing for Shares the undersigned is not relying
upon any representations other than those contained herein.

            (i) Any resale of the Shares  during  the  `distribution  compliance
period'  as  defined  in Rule  902(f)  to  Regulation  S  shall  only be made in
compliance with exemptions from registration  afforded by Regulation S. Further,
any such sale of the Shares in any  jurisdiction  outside  of the United  States
will be made in compliance  with the securities laws of such  jurisdiction.  The
Investor  will not offer to sell or sell the Shares in any  jurisdiction  unless
the Investor obtains all required consents, if any.

            (j) The  undersigned  understands  that the Shares are being offered
and sold in reliance  on an  exemption  from the  registration  requirements  of
United States federal and state  securities laws under  Regulation S promulgated
under the  Securities  Act and that the  Company is  relying  upon the truth and
accuracy of the  representations,  warranties,  agreements,  acknowledgments and
understandings  of the  Investor  set  forth  herein in order to  determine  the
applicability  of such exemptions and the suitability of the Investor to acquire
the Shares.  In this regard,  the  undersigned  represents,  warrants and agrees
that:

                  1.    The undersigned is an U.S. Person (as defined below) and
                        is not an affiliate (as defined in Rule 501(b) under the
                        Securities  Act) of the Company and is not acquiring the
                        Shares for the  account or benefit of a U.S.  Person.  A
                        U.S. Person means any one of the following:

                  o     any  natural  person  resident  in the United  States of
                        America;

                  o     any partnership or corporation organized or incorporated
                        under the laws of the United States of America;

                  o     any estate of which any executor or  administrator  is a
                        U.S. person;

                  o     any trust of which any trustee is a U.S. person;

                  o     any agency or branch of a foreign  entity located in the
                        United States of America;

                  o     any non-discretionary  account or similar account (other
                        than an  estate  or  trust)  held by a  dealer  or other
                        fiduciary for the benefit or account of a U.S. person;


                                      -4-
<PAGE>

                  o     any discretionary account or similar account (other than
                        an estate or trust) held by a dealer or other  fiduciary
                        organized,  incorporated or (if an individual)  resident
                        in the United States of America; and

                  o     any partnership or corporation if:

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

            (B) formed by a U.S. person principally for the purpose of investing
            in securities not registered  under the Securities Act, unless it is
            organized or  incorporated,  and owned, by accredited  investors (as
            defined in Rule 501(a) under the Securities Act) who are not natural
            persons, estates or trusts.

                  2.    At the time of the  origination  of  contact  concerning
                        this  Agreement  and  the  date  of  the  execution  and
                        delivery of this Agreement,  the undersigned was outside
                        of the United States.

                  3.    The undersigned  will not, during the period  commencing
                        on the date of  issuance of the Shares and ending on the
                        first  anniversary  of such date, or such shorter period
                        as may be permitted by Regulation S or other  applicable
                        securities law (the "Restricted  Period"),  offer, sell,
                        pledge or  otherwise  transfer  the Shares in the United
                        States,  or to a U.S.  Person for the account or for the
                        benefit of a U.S. Person,  or otherwise in a manner that
                        is not in compliance with Regulation S.

                  4.    The undersigned will, after expiration of the Restricted
                        Period,  offer,  sell, pledge or otherwise  transfer the
                        Shares   only   pursuant  to   registration   under  the
                        Securities Act or an available  exemption therefrom and,
                        in  accordance  with all  applicable  state and  foreign
                        securities laws.

                  5.    The  undersigned  was not in the United States,  engaged
                        in, and prior to the expiration of the Restricted Period
                        will not engage in, any short  selling of or any hedging
                        transaction  with  respect  to  the  Shares,   including
                        without  limitation,  any  put,  call  or  other  option
                        transaction, option writing or equity swap.

                  6.    Neither the  undersigned nor or any person acting on his
                        behalf has  engaged,  nor will  engage,  in any directed
                        selling  efforts to a U.S.  Person  with  respect to the
                        Shares and the  Investor  and any  person  acting on his
                        behalf have  complied and will comply with the "offering
                        restrictions"  requirements  of  Regulation  S under the
                        Securities Act.


                                      -5-
<PAGE>

                  7.    The transactions contemplated by this Agreement have not
                        been  pre-arranged  with a buyer  located  in the United
                        States or with a U.S. Person, and are not part of a plan
                        or scheme to evade the registration  requirements of the
                        Securities Act.

                  8.    Neither  the  undersigned  nor any person  acting on his
                        behalf has  undertaken  or carried out any  activity for
                        the purpose of, or that could  reasonably be expected to
                        have the  effect  of,  conditioning  the  market  in the
                        United States,  its territories or possessions,  for any
                        of the Shares.  The undersigned  agrees not to cause any
                        advertisement  of  the  Shares  to be  published  in any
                        newspaper  or  periodical  or posted in any public place
                        and not to issue any  circular  relating  to the Shares,
                        except such  advertisements  that include the statements
                        required by Regulation S under the  Securities  Act, and
                        only  offshore  and not in the U.S. or its  territories,
                        and  only  in  compliance  with  any  local   applicable
                        securities laws.

                  9.    Each  certificate   representing  the  Shares  shall  be
                        endorsed with the following legends,  in addition to any
                        other legend required to be placed thereon by applicable
                        federal or state securities laws:

                              (A) "THE SECURITIES ARE BEING OFFERED TO INVESTORS
                        WHO ARE NOT U.S.  PERSONS  (AS DEFINED IN  REGULATION  S
                        UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  ("THE
                        SECURITIES  ACT"))  AND  WITHOUT  REGISTRATION  WITH THE
                        UNITED STATES  SECURITIES AND EXCHANGE  COMMISSION UNDER
                        THE  SECURITIES  ACT  IN  RELIANCE  UPON   REGULATION  S
                        PROMULGATED UNDER THE SECURITIES ACT."

                              (B) "TRANSFER OF THESE  SECURITIES IS  PROHIBITED,
                        EXCEPT IN ACCORDANCE  WITH THE  PROVISIONS OF REGULATION
                        S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR
                        PURSUANT  TO  AVAILABLE   EXEMPTION  FROM  REGISTRATION.
                        HEDGING  TRANSACTIONS  MAY NOT BE  CONDUCTED  UNLESS  IN
                        COMPLIANCE WITH THE SECURITIES ACT."


                                      -6-
<PAGE>

                  10.   The  undersigned   consents  to  the  Company  making  a
                        notation  on its records or giving  instructions  to any
                        transfer  agent of the Company in order to implement the
                        restrictions on transfer of the Shares set forth in this
                        Section 2.

            (k) The  undersigned  is an  "accredited  investor"  as that term is
defined in Rule 501 of the General Rules and  Regulations  under the  Securities
Act by reason of Rule 501(a)(3).


            (l) The undersigned  understands that an investment in the Shares is
a speculative  investment which involves a high degree of risk and the potential
loss of his entire investment.

            (m) The  undersigned's  overall  commitment to investments which are
not readily marketable is not  disproportionate  to the undersigned's net worth,
and an investment in the Shares will not cause such overall commitment to become
excessive.

            (n) The undersigned has received all documents,  records,  books and
other information pertaining to the undersigned's investment in the Company that
has been requested by the undersigned.  The undersigned has reviewed all reports
and other  documents  filed by the  Company  with the  Securities  and  Exchange
Commission (the "SEC Documents").

            (o) The undersigned  represents and warrants to the Company that all
information that the undersigned has provided to the Company, including, without
limitation,  the  information in the Investor  Questionnaire  attached hereto or
previously  provided to the Company (the "Investor  Questionnaire"),  is correct
and complete as of the date hereof.

            (p) Other than as set forth herein,  the  undersigned is not relying
upon any other  information,  representation  or  warranty by the Company or any
officer,  director,  stockholder,  agent or  representative  of the  Company  in
determining  to invest in the Shares.  The  undersigned  has  consulted,  to the
extent  deemed  appropriate  by the  undersigned,  with  the  undersigned's  own
advisers as to the  financial,  tax,  legal and related  matters  concerning  an
investment in the Shares and on that basis  believes that his or its  investment
in the Shares is suitable and appropriate for the undersigned.

            (q) The undersigned is aware that no federal or state agency has (i)
made any finding or determination  as to the fairness of this  investment,  (ii)
made any  recommendation  or endorsement of the Shares or the Company,  or (iii)
guaranteed or insured any investment in the Shares or any investment made by the
Company.

            (p) The undersigned understands that the price of the Shares offered
hereby bear no  relation  to the assets,  book value or net worth of the Company
and  were  determined  arbitrarily  by  the  Company.  The  undersigned  further
understands  that there is a substantial  risk of further dilution on his or its
investment in the Company.


                                      -7-
<PAGE>

                                    SECTION 4

            The Company represents and warrants to the undersigned as follows:

            4.1  Organization of the Company.  The Company is a corporation duly
organized and validly  existing and in good standing under the laws of the State
of Nevada,  and has all requisite  power and authority to own, lease and operate
its properties and to carry on its business as now being conducted.

            4.2 Authority. (a) The Company has the requisite corporate power and
authority to enter into and perform its obligations  under this Agreement and to
issue the  Shares;  (b) the  execution  and  delivery of this  Agreement  by the
Company and the consummation by it of the transactions  contemplated  hereby and
thereby  have been duly  authorized  by all  necessary  corporate  action and no
further  consent or  authorization  of the Company or its Board of  Directors is
required;  and (c) this  Agreement  has been duly  executed and delivered by the
Company  and  constitutes  a  valid  and  binding   obligation  of  the  Company
enforceable  against the Company in  accordance  with its terms,  except as such
enforceability may be limited by applicable bankruptcy,  insolvency,  or similar
laws relating to, or affecting  generally the enforcement of,  creditors' rights
and remedies or by other equitable principles of general application.

            4.3 SEC Documents.  To the best of Company's knowledge,  the Company
has  not  provided  to  the  undersigned  any  information  that,  according  to
applicable law, rule or regulation, should have been disclosed publicly prior to
the date hereof by the Company, but which has not been so disclosed. As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the Securities Act or the Exchange Act, as the case may be, and
other federal,  state and local laws,  rules and regulations  applicable to such
SEC Documents, and none of the SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements of the Company  included in the SEC  Documents  comply as to form and
substance in all material respects with applicable  accounting  requirements and
the published  rules and  regulations of the Securities and Exchange  Commission
(the "SEC") or other applicable rules and regulations with respect thereto. Such
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles applied on a consistent basis during the periods involved
(except (a) as may be otherwise  indicated in such  financial  statements or the
notes thereto or (b) in the case of unaudited interim statements,  to the extent
they may not include  footnotes or may be condensed or summary  statements)  and
fairly present in all material respects the financial position of the Company as
of the dates  thereof  and the  results  of  operations  and cash  flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
year-end audit adjustments).


                                      -8-
<PAGE>

            4.4  Exemption  from  Registration;  Valid  Issuances.  The sale and
issuance of the  Shares,  in  accordance  with the terms and on the bases of the
representations  and  warranties of the  undersigned  set forth herein,  may and
shall be properly issued by the Company to the  undersigned  pursuant to Section
4(2), Regulation S and/or any applicable U.S state law. When issued and paid for
as herein provided, the Shares shall be duly and validly issued, fully paid, and
nonassessable.  Neither the sales of the Shares  pursuant to, nor the  Company's
performance of its  obligations  under,  this Agreement  shall (a) result in the
creation or imposition of any liens, charges,  claims or other encumbrances upon
the Shares or any of the assets of the Company, or (b) entitle the other holders
of the Common Stock of the Company to preemptive or other rights to subscribe to
or acquire the Common Stock or other securities of the Company. The Shares shall
not subject the  undersigned  to personal  liability by reason of the  ownership
thereof.

            4.5 No  General  Solicitation  or  Advertising  in  Regard  to  this
Transaction. Neither the Company nor any of its affiliates nor any person acting
on  its  or  their  behalf  (a)  has  conducted  or  will  conduct  any  general
solicitation  (as that term is used in Rule 502(c) of  Regulation  D) or general
advertising  with respect to any of the Shares,  or (b) made any offers or sales
of  any  security  or  solicited  any  offers  to buy  any  security  under  any
circumstances  that would  require  registration  of the Common  Stock under the
Securities Act.

            4.6 No Conflicts.  The execution,  delivery and  performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without limitation the issuance of the Shares, do
not and will not (a) result in a violation of the  Certificate or By-Laws of the
Company or (b) conflict with, or constitute a material default (or an event that
with notice or lapse of time or both would become a material  default) under, or
give  to  others  any  rights  of   termination,   amendment,   acceleration  or
cancellation of, any material agreement,  indenture, instrument or any "lock-up"
or similar  provision  of any  underwriting  or similar  agreement  to which the
Company is a party, or (c) result in a violation of any federal, state, local or
foreign law, rule, regulation,  order, judgment or decree (including federal and
state securities laws and  regulations)applicable to the Company or by which any
property  or  asset  of the  Company  is  bound  or  affected  (except  for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations  as would  not,  individually  or in the  aggregate,  have a material
adverse effect on the business, operations,  properties,  prospects or condition
(financial  or  otherwise)  of the  Company)  nor is the  Company  otherwise  in
violation  of,  conflict  with or in  default  under any of the  foregoing.  The
Company  is not  required  under  U.S.  federal,  state  or local  law,  rule or
regulation to obtain any consent,  authorization or order of, or make any filing
or  registration  with,  any  court or  governmental  agency  in order for it to
execute, deliver or perform any of its obligations under this Agreement or issue
and sell the Common Stock in  accordance  with the terms hereof  (other than any
SEC,  NASD or state  securities  filings  that may be required to be made by the
Company  subsequent  to  the  Closing);  provided  that,  for  purposes  of  the
representation  made in this sentence,  the Company is assuming and relying upon
the accuracy of the relevant  representations  and agreements of the undersigned
herein.


                                      -9-
<PAGE>

            4.7 No  Undisclosed  Liabilities.  The Company has no liabilities or
obligations  that are material,  individually or in the aggregate,  and that are
not disclosed in the SEC Documents or otherwise publicly  announced,  other than
those  incurred in the ordinary  course of the Company's  businesses  and which,
individually  or in the aggregate,  do not or would not have a material  adverse
effect on the Company.

            4.8 No Undisclosed Events or Circumstances. No event or circumstance
has  occurred  or  exists  with  respect  to  the  Company  or  its  businesses,
properties, prospects, operations or financial condition, that, under applicable
law, rule or regulation, requires public disclosure or announcement prior to the
date  hereof by the  Company  but which has not been so  publicly  announced  or
disclosed in the SEC Documents.

            4.9 No  Integrated  Offering.  Neither the  Company,  nor any of its
affiliates,  nor any  person  acting on its or their  behalf  has,  directly  or
indirectly,  made any offers or sales of any security or solicited any offers to
buy any security, other than pursuant to this Agreement.

            4.10 No Misleading or Untrue Communication.  The Company, any person
representing the Company, and, to the knowledge of the Company, any other person
selling  or  offering  to sell  the  Shares,  if any,  in  connection  with  the
transactions  contemplated  by this  Agreement,  have not made, at any time, any
written or oral  communication  in connection with the offer or sale of the same
which contained any untrue  statement of a material fact or omitted to state any
material  fact  necessary in order to make the  statements,  in the light of the
circumstances under which they were made, not misleading.

                                    SECTION 5

            5.1 Indemnity. The undersigned agrees to indemnify and hold harmless
the Company, its officers and directors,  employees and its affiliates and their
respective  successors  and assigns and each other person,  if any, who controls
any thereof,  against any loss, liability,  claim, damage and expense whatsoever
(including,  but not  limited  to, any and all  expenses  whatsoever  reasonably
incurred  in  investigating,  preparing  or  defending  against  any  litigation
commenced or  threatened or any claim  whatsoever)  arising out of or based upon
any false  representation or warranty or breach or failure by the undersigned to
comply with any covenant or agreement made by the  undersigned  herein or in any
other  document  furnished  by  the  undersigned  to any  of  the  foregoing  in
connection with this transaction.

            5.2  Modification.  Neither this Agreement nor any provisions hereof
shall be modified,  discharged or terminated  except by an instrument in writing
signed by the party against whom any waiver, change, discharge or termination is
sought.


                                      -10-
<PAGE>

            5.3 Notices.  Any notice,  demand or other  communication  which any
party  hereto  may be  required,  or may  elect,  to give to  anyone  interested
hereunder shall be sufficiently  given if (a) deposited,  postage prepaid,  in a
United States mail letter box,  registered  or certified  mail,  return  receipt
requested,  addressed to such address as may be given  herein,  or (b) delivered
personally at such address.

            5.4 Counterparts.  This Agreement may be executed through the use of
separate signature pages or in any number of counterparts and by facsimile,  and
each of such  counterparts  shall,  for all purposes,  constitute  one agreement
binding on all parties,  notwithstanding that all parties are not signatories to
the same counterpart. Signatures may be facsimiles.

            5.5  Binding  Effect.  Except as  otherwise  provided  herein,  this
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their heirs, executors,  administrators,  successors,  legal representatives and
assigns.  If the  undersigned  is more than one person,  the  obligation  of the
undersigned  shall be joint and  several  and the  agreements,  representations,
warranties and  acknowledgments  herein  contained shall be deemed to be made by
and be binding  upon each such person and his heirs,  executors,  administrators
and successors.

            5.6 Entire  Agreement.  This Agreement and the documents  referenced
herein   contain  the  entire   agreement  of  the  parties  and  there  are  no
representations,  covenants or other agreements  except as stated or referred to
herein and therein.

            5.7 Assignability.  This Agreement is not transferable or assignable
by the undersigned.

            5.8  Applicable  Law.  This  Agreement  shall  be  governed  by  and
construed in  accordance  with the laws of the State of Nevada,  without  giving
effect to conflicts of law principles.

            5.9  Pronouns.  The use herein of the  masculine  pronouns  "him" or
"his" or  similar  terms  shall be deemed to  include  the  feminine  and neuter
genders as well and the use herein of the  singular  pronoun  shall be deemed to
include the plural as well.


                                      -11-
<PAGE>

            IN WITNESS  WHEREOF,  the undersigned has executed this Agreement on
the day of ___________, 2006.

Amount of Investment:

$_____,000

INDIVIDUAL INVESTOR:


----------------------
Name:


PARTNERSHIP, CORPORATION, TRUST,
CUSTODIAL ACCOUNT, OTHER INVESTOR

---------------------------
(Print Name of Entity)



By: __________________
Name:
Title:
Address:

Taxpayer Identification Number: _____________


                                      -12-
<PAGE>

                           ACCEPTANCE OF SUBSCRIPTION

                      (to be filed out only by the Company)

The Company hereby accepts the above  application for subscription for Shares on
behalf of the Company.



ENERGTEK INC.                                   Dated: ______ ___, 2006


By: ______________________________
Name:
Title:


                                      -13-
<PAGE>

                                   Appendix A

                               Wiring Instructions

                          For Payment of Purchase Price


                                      -14-
<PAGE>

                                  ENERGTEK INC.


                             INVESTOR QUESTIONNAIRE

A.
     General Information

1. Print Full Name of Investor: Individual:
                                           ____________________________________
                                           First, Middle, Last

                                           Partnership, Corporation,
                                           Trust, Custodial Account,
                                           Other:

                                           ____________________________________
                                                   Name of Entity

2.    Address for Notices:                  ____________________________________

3.    Name of Primary Contact Person:       ____________________________________
      Title:

4.    Telephone Number:                     ____________________________________

5.    E-Mail Address:                       ____________________________________

6.    Facsimile Number:                     ____________________________________

7.    Permanent Address:                    ____________________________________
      (if different from Address for
      Notices above)


                                      -15-
<PAGE>

8.    Authorized Signatory:                 ____________________________________
      Title:                                ____________________________________
      Telephone Number:                     ____________________________________
      Facsimile Number:                     ____________________________________

9.    U.S. Investors Only:

      U.S. Taxpayer Identification
      or Social Security Number:            ____________________________________


B.    Accredited Investor Status

The  Investor  represents  and  warrants  that the  Investor  is an  "accredited
investor"  within the meaning of Rule 501 of  Regulation D under the  Securities
Act of 1933, as amended (the "Securities Act"), and has checked the box or boxes
below which are next to the categories under which the Investor  qualifies as an
accredited investor:

FOR INDIVIDUALS:

|_|   A natural  person  with  individual  net  worth  (or joint net worth  with
      spouse) in excess of $1 million.  For  purposes of this item,  "net worth"
      means the excess of total  assets at fair market  value,  including  home,
      home  furnishings  and  automobiles  (and  including  property  owned by a
      spouse), over total liabilities.

|_|   A natural person with individual  income (without  including any income of
      the Investor's spouse) in excess of $200,000,  or joint income with spouse
      of  $300,000,  in each of the two most  recent  years  and who  reasonably
      expects to reach the same income level in the current year.

FOR ENTITIES:

|_|   A bank as defined in Section  3(a)(2) of the Securities Act or any savings
      and loan association or other institution as defined in Section 3(a)(5)(A)
      of the  Securities  Act,  whether  acting in its  individual  or fiduciary
      capacity.

|_|   An insurance company as defined in Section 2(13) of the Securities Act.

|_|   A  broker-dealer  registered  pursuant  to  Section  15 of the  Securities
      Exchange Act of 1934.

|_|   An investment company registered under the Investment Company Act of 1940,
      as amended (the "Investment Company Act"). If an Investor has checked this
      box,  please  contact  _______  for  additional  information  that will be
      required.

|_|   A business  development  company as  defined  in Section  2(a)(48)  of the
      Investment Company Act.

|_|   A  small  business  investment  company  licensed  by the  Small  Business
      Administration   under  Section  301(c)  or  (d)  of  the  Small  Business
      Investment Act of 1958.


                                      -16-
<PAGE>

|_|   A private business development company as defined in Section 202(a)(22) of
      the Investment  Advisers Act of 1940. If an Investor has checked this box,
      please contact ______ for additional information that will be required.

|_|   An  organization  described in Section  501(c)(3) of the Internal  Revenue
      Code,  a  corporation,   Massachusetts   or  similar  business  trust,  or
      partnership,  not formed for the specific purpose of acquiring the Shares,
      with total assets in excess of $5 million.

|_|   A trust  with  total  assets in excess of $5  million  not  formed for the
      specific purpose of acquiring the Shares,  whose purchase is directed by a
      person with such  knowledge  and  experience  in  financial  and  business
      matters  as to be  capable  of  evaluating  the  merits  and  risks  of an
      investment in the Company and the purchase of the Shares.

|_|   An employee  benefit  plan within the meaning of ERISA if the  decision to
      invest in the  Shares is made by a plan  fiduciary,  as defined in Section
      3(21) of ERISA,  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  million  or,  if  a
      self-directed plan, with investment  decisions made solely by persons that
      are accredited investors.

|_|   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 the plan has total assets in excess
      of $5 million.

|_|   An entity,  including a grantor  trust,  in which all of the equity owners
      are  accredited  investors  as  determined  under  any  of  the  foregoing
      paragraphs  (for this purpose,  a beneficiary  of a trust is not an equity
      owner, but the grantor of a grantor trust is an equity owner).


C.    Supplemental Data for Entities

1. If the Investor is not a natural person,  furnish the following  supplemental
data (natural persons may skip this Section C of the Investor Questionnaire):

Legal form of entity (trust, corporation, partnership, etc.):___________________


Jurisdiction of organization: ________________________________________________

2. Was the Investor organized for the specific purpose of acquiring the Shares?

               |_| Yes                               |_| No

      If the answer to the above  question  is "Yes,"  please  contact  _______,
________,  at  _______  or  ________  for  additional  information  that will be
required.

3. Are shareholders,  partners or other holders of equity or beneficial interest
in the  Investor  able to decide  individually  whether to  participate,  or the
extent of their  participation,  in the  Investor's  investment  in the  Company
(i.e.,  can  shareholders,  partners  or other  holders of equity or  beneficial
interest in the Investor  determine  whether their capital will form part of the
capital invested by the Investor in the Company)?

               |_| Yes                               |_| No


                                      -17-
<PAGE>

      If the answer to the above question is "Yes," please contact David Lubin &
Associates,  PLLC  (david@dlubinassociates.com  or 516-284-1740)  for additional
information that will be required.

4(a). Please indicate whether or not the Investor is, or is acting on behalf of,
(i) an  employee  benefit  plan  within the  meaning  of Section  3(3) of ERISA,
whether or not such plan is subject to ERISA,  or (ii) an entity which is deemed
to hold the assets of any such employee  benefit plan pursuant to 29 C.F.R.  ss.
2510.3-101.  For example,  a plan which is maintained by a foreign  corporation,
governmental entity or church, a Keogh plan covering no common-law employees and
an individual  retirement  account are employee benefit plans within the meaning
of Section 3(3) of ERISA but generally  are not subject to ERISA  (collectively,
"Non-ERISA Plans"). In general, a foreign or US entity which is not an operating
company and which is not publicly traded or registered as an investment  company
under the Investment  Company Act of 1940, as amended,  and in which 25% or more
of the value of any class of equity  interest  is held by  employee  pension  or
welfare  plans  (including  an entity  which is deemed to hold the assets of any
such plan),  would be deemed to hold the assets of one or more employee  benefit
plans pursuant to 29 C.F.R.  ss.  2510.3-101.  However,  if only Non-ERISA Plans
were invested in such an entity,  the entity  generally  would not be subject to
ERISA.  For purposes of  determining  whether this 25% threshold has been met or
exceeded,  the value of any equity  interest held by a person (other than such a
plan or entity) who has  discretionary  authority or control with respect to the
assets of the entity,  or any person who  provides  investment  advice for a fee
(direct or indirect)  with respect to such  assets,  or any  affiliate of such a
person, is disregarded.

               |_| Yes                               |_| No

4(b).  If the Investor  is, or is acting on behalf of, such an employee  benefit
plan,  or is an  entity  deemed  to hold the  assets  of any such plan or plans,
please indicate whether or not the Investor is subject to ERISA.

               |_| Yes                               |_| No

4(c.) If the  Investor  answered  "Yes" to  question  4.(b) and the  Investor is
investing the assets of an insurance  company general  account,  please indicate
what  percentage of the Investor's  assets the purchase of the Shares is subject
to ERISA. ___________%.

5. Does the amount of the Investor's  subscription for the Shares in the Company
exceed 40% of the total assets (on a consolidated  basis with its  subsidiaries)
of the Investor?

               |_| Yes                               |_| No

      If the question  above was answered  "Yes,"  please  contact David Lubin &
Associates for additional information that will be required.

6(a). Is the Investor a private investment company which is not registered under
the Investment  Company Act, in reliance on Section  3(c)(1) or Section  3(c)(7)
thereof?

               |_| Yes                               |_| No

6(b). If the question above was answered "Yes," was the Investor formed prior to
April 30, 1996?

               |_| Yes                               |_| No

      If the questions set forth in (a) and (b) above were both answered  "Yes,"
please contact David Lubin & Associates for additional  information that will be
required.


                                      -18-
<PAGE>
7(a). Is the Investor a grantor trust, a partnership or an S-Corporation  for US
federal income tax purposes?

               |_| Yes                               |_| No

7(b). If the question above was answered "Yes," please indicate whether or not:

   (i) more  than 50  percent  of the  value of the  ownership  interest  of any
   beneficial  owner in the  Investor  is (or may at any time during the term of
   the Company be) attributable to the Investor's  (direct or indirect) interest
   in the Company; or

               |_| Yes                               |_| No

   (ii) it is a principal purpose of the Investor's participation in the Company
   to permit the Partnership to satisfy the 100 partner limitation  contained in
   US Treasury Regulation Section 1.7704-1(h)(3).

               |_| Yes                               |_| No

      If either  question above was answered "Yes," please contact David Lubin &
Associates for additional information that will be required.

8. If the  Investor's  tax year ends on a date other than  December  31,  please
indicate such date below:

                                      _____________________________________
                                                     (Date)

D.    Related Parties

1. To the best of the Investor's knowledge, does the Investor control, or is the
Investor  controlled by or under common  control with, any other investor in the
Company?

               |_| Yes                               |_| No

                              If the answer above was answered  "Yes",  please
identify such related investor(s) below.

                              Name(s) of related investor(s):
____________________________

2. Will any other person or persons have a beneficial  interest in the Shares to
be acquired hereunder (other than as a shareholder, partner, or other beneficial
owner of equity interest in the Investor)?

               |_| Yes                               |_| No

                        If either  question above was answered  "Yes",  please
contact  David Lubin &  Associates  for  additional  information  that will be
required.

The Investor  understands that the foregoing  information will be relied upon by
the Company for the purpose of  determining  the  eligibility of the Investor to
purchase the Shares.  The Investor  agrees to notify the Company  immediately if
any  representation  or  warranty  contained  in  this  Subscription  Agreement,
including this Investor Questionnaire,  becomes untrue at any time. The Investor
agrees to provide, if requested,  any additional information that may reasonably
be required to substantiate the Investor's  status as an accredited  investor or
to otherwise  determine the  eligibility of the Investor to purchase the Shares.
The Investor agrees to indemnify and hold harmless the Company and each officer,
director,  shareholder,  agent  and  representative  of the  Company  and  their
respective  affiliates  and  successors  and assigns  from and against any loss,
damage or  liability  due to or arising  out of a breach of any  representation,
warranty or agreement of the Investor contained herein.


                                      -19-
<PAGE>

                                     INDIVIDUAL:

                                     ------------------------------------
                                                  (Signature)

                                     ------------------------------------
                                                 (Print Name)

                                     PARTNERSHIP, CORPORATION, TRUST,
                                     CUSTODIAL ACCOUNT, OTHER:

                                     ------------------------------------
                                               (Name of Entity)

                                     By:
                                         --------------------------------
                                                  (Signature)


                                     ------------------------------------
                                            (Print Name and Title)


                                      -20-
<PAGE>


Annex 1

DEFINITION OF "INVESTMENTS"

The term "investments" means:

1)    Shares,  other than  securities of an issuer that controls,  is controlled
      by,  or is  under  common  control  with,  the  Investor  that  owns  such
      securities, unless the issuer of such securities is:

            (i)   An investment company or a company that would be an investment
                  company but for the  exclusions or exemptions  provided by the
                  Investment Company Act, or a commodity pool; or

            (ii)  a Public Company (as defined below);

            (iii) A  company  with  shareholders'  equity  of not less  than $50
                  million  (determined  in accordance  with  generally  accepted
                  accounting  principles)  as  reflected on the  company's  most
                  recent  financial  statements,  provided  that such  financial
                  statements  present  the  information  as of a date  within 16
                  months  preceding  the date on  which  the  Investor  acquires
                  Shares;

2)    Real estate held for investment purposes;

3)    Commodity Shares (as defined below) held for investment purposes;

4)    Physical Commodities (as defined below) held for investment purposes;

5)    To the extent not  securities,  Financial  Contracts  (as  defined  below)
      entered into for investment purposes;

6)    In the case of an Investor  that is a company that would be an  investment
      company but for the exclusions  provided by Section  3(c)(1) or 3(c)(7) of
      the Investment  Company Act, or a commodity  pool, any amounts  payable to
      such Investor  pursuant to a firm agreement or similar binding  commitment
      pursuant to which a person has agreed to acquire an  interest  in, or make
      capital  contributions  to, the Investor  upon the demand of the Investor;
      and

7)    Cash and cash equivalents held for investment purposes.

      Real  Estate  that is used by the owner or a Related  Person  (as  defined
      below) of the owner for personal purposes,  or as a place of business,  or
      in connection with the conduct of the trade or business of such owner or a
      Related Person of the owner,  will NOT be considered  Real Estate held for
      investment purposes, provided that real estate owned by an Investor who is
      engaged primarily in the business of investing, trading or developing real
      estate  in  connection  with  such  business  may be deemed to be held for
      investment purposes.  However,  residential real estate will not be deemed
      to be used for personal  purposes if deductions  with respect to such real
      estate are not disallowed by section 280A of the Internal  Revenue Code of
      1986, as amended.

      A Commodity  Interest or Physical Commodity owned, or a Financial Contract
      entered into, by the Investor who is engaged  primarily in the business of
      investing,   reinvesting,   or  trading  in  Commodity  Shares,   Physical
      Commodities or Financial Contracts in connection with such business may be
      deemed to be held for investment purposes.

<PAGE>

      "Commodity Shares" means commodity futures contracts, options on commodity
      futures  contracts,  and  options  on  physical  commodities  traded on or
      subject to the rules of:

            (i)   Any contract market  designated for trading such  transactions
                  under the Commodity Exchange Act and the rules thereunder; or

            (ii)  Any board of trade or exchange  outside the United States,  as
                  contemplated  in  Part 30 of the  rules  under  the  Commodity
                  Exchange Act.

"Public Company" means a company that:

            (i)   files  reports   pursuant  to  Section  13  or  15(d)  of  the
                  Securities Exchange Act of 1934, as amended; or

            (ii)  has a class of  securities  that are  listed  on a  Designated
                  Offshore  Securities Market, as defined by Regulation S of the
                  Securities Act.

"Financial Contract" means any arrangement that:

            (i)   takes  the  form  of  an  individually   negotiated  contract,
                  agreement,  or option to buy, sell, lend, swap, or repurchase,
                  or other similar individually  negotiated transaction commonly
                  entered into by participants in the financial markets;

            (ii)  is in respect of securities, commodities, currencies, interest
                  or  other  rates,  other  measures  of  value,  or  any  other
                  financial or economic  interest similar in purpose or function
                  to any of the foregoing; and

            (iii) is entered into in response to a request from a counter  party
                  for a quotation,  or is otherwise  entered into and structured
                  to  accommodate  the  objectives of the  counterparty  to such
                  arrangement.

"Physical  Commodities"  means any  physical  commodity  with respect to which a
Commodity  Interest  is  traded  on a  market  specified  in the  definition  of
Commodity Shares above.

"Related  Person"  means a person who is related to the  Investor  as a sibling,
spouse or former spouse,  or is a direct lineal  descendant or ancestor by birth
or adoption of the  Investor,  or is a spouse of such  descendant  or  ancestor,
provided that, in the case of a Family  Company,  a Related Person  includes any
owner of the Family  Company  and any person who is a Related  Person of such an
owner.  "Family Company" means a company that is owned directly or indirectly by
or for two or more  natural  persons  who are  related  as  siblings  or  spouse
(including former spouses),  or direct lineal  descendants by birth or adoption,
spouses of such persons, the estates of such persons, or foundations, charitable
organizations or trusts established for the benefit of such persons.

For purposes of determining the amount of investments owned by a company,  there
may be included investments owned by majority-owned  subsidiaries of the company
and investments owned by a company ("Parent  Company") of which the company is a
majority-owned  subsidiary, or by a majority-owned subsidiary of the company and
other majority-owned subsidiaries of the Parent Company.

In determining whether a natural person is a qualified  purchaser,  there may be
included in the amount of such person's  investments any investment held jointly
with such person's spouse,  or investments in which such person shares with such
person's spouse a community  property or similar shared ownership  interest.  In
determining whether spouses who are making a joint investment in the Partnership
are qualified  purchasers,  there may be included in the amount of each spouse's
investments  any  investments  owned by the other  spouse  (whether  or not such
investments  are held  jointly).  There shall be deducted from the amount of any
such investments any amounts  specified by paragraph 2(a) of Annex 2 incurred by
such spouse.


                                      -ii-

<PAGE>

In determining whether a natural person is a qualified  purchaser,  there may be
included in the amount of such person's  investments any investments  held in an
individual  retirement  account or similar  account the investments of which are
directed by and held for the benefit of such person.


                                      -iii-


<PAGE>


Annex 2


VALUATIONS OF INVESTMENTS


The general rule for  determining the value of investments in order to ascertain
whether a person is a  qualified  purchaser  is that the value of the  aggregate
amount of investments owned and invested on a discretionary basis by such person
shall be their fair market  value on the most recent  practicable  date or their
cost. This general rule is subject to the following provisos:


1)    In the case of Commodity  Shares,  the amount of investments  shall be the
      value of the initial margin or option premium deposited in connection with
      such Commodity Shares; and

2)    In each case, there shall be deducted from the amount of investments owned
      by such person the following amounts:

            (i)   The amount of any outstanding indebtedness incurred to acquire
                  the investments owned by such person.

            (ii)  A Family  Company,  in addition to the  amounts  specified  in
                  paragraph  (a) above,  shall have  deducted  from the value of
                  such Family Company's investments any outstanding indebtedness
                  incurred  by an owner of the Family  Company  to acquire  such
                  investments.