Filed by Automated Filing Services Inc. (604) 609-0244 - Golden Century Technologies Corporation - Exhibit 10.8





Exhibit 10.8 - Form of Subscription Agreement between Golden
  Century Technologies Corporation and each 

                          
  of the following persons

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933, AS AMENDED (ACT), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD
  OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
  STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT
  TO AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL TO THE COMPANY THAT AN EXEMPTION
  FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS
  AVAILABLE.

SUBSCRIPTION AGREEMENT

GOLDEN CENTURY TECHNOLOGIES CORPORATION

Gentlemen,

          The
  undersigned is writing to advise you of the following terms and conditions under
  which the undersigned hereby offers to subscribe (the “Offer”) for
  _______ shares of the common stock of Golden Century Technologies Corporation.
  (the “Company”), par value $.0001 per share (“Common Stock”)
  upon the terms set forth herein. The investment will be $_______. All
  funds received will be deposited in the Company’s account for immediate
  use by the Company.

          1.      Subscription

                    Subject
  to the terms and conditions set forth in this subscription agreement, the undersigned
  hereby offers to purchase _______ shares of Common Stock for an aggregate purchase
  price of $_______.

                    If
  the Offer is accepted, payment for the shares is being made by the delivery
  of $______ by cash, check, or money order or wire-transfer payable to the order
  of Golden Century Technologies Corporation contemporaneously herewith.

          2.      Conditions
  to Offer

                    The
  offering is made subject on the following conditions: (A) that you shall have
  the right to accept or reject this Offer, in whole or in part, for any reason
  whatsoever; and (B) that the undersigned agrees to comply with the terms of
  this subscription agreement and to execute and deliver any and all further documents
  necessary to become a stock holder in the Company.

                    Acceptance
  of this Offer shall be deemed given by the countersigning of this subscription
  agreement on behalf of the Company.

          3.      Representations
  and Warranties of the Undersigned

                    The
  undersigned, to induce the Company to accept this Offer, hereby warrants and
  represents as follows:

                    (A)     
  The undersigned has sufficient liquid assets to sustain a loss of the undersigned’s
  entire investment.

                    (B)     
  The Company has not made any other representations or warranties to the undersigned
  with respect to the Company or rendered any investment advice.

                    (C)     
  The undersigned has knowledge and experience in financial, investment, and business
  matters and is capable of evaluating the merits and risks of the prospective
  investment in the securities of the 




Company. The undersigned has consulted with such independent
  legal counsel or other advisers as deemed appropriate to assist the undersigned
  in evaluating the proposed investment in the Company.

                    (D)      The
  undersigned represents that he or she (i) has adequate means of providing for
  current financial needs and possible personal contingencies and has no need
  for liquidity of investment in the Company; (ii) can afford (a) to hold unregistered
  securities for an indefinite period of time and (b) to sustain a complete loss
  of the entire amount of the subscription; and (iii) has not made an excessive
  overall commitment to investments that are not readily marketable.

                    (E)      The
  undersigned understands that the offer and sale of the Common Stock is made
  without the use of an offering memorandum and the undersigned has been afforded
  the opportunity to ask questions of and receive answers from the officers and/or
  directors of the Company acting on its behalf concerning the terms and conditions
  of this transaction and to obtain any additional information, to the extent
  that the Company possesses such information or can acquire it without unreasonable
  effort or expense, necessary to verify the accuracy of the information furnished.
  The undersigned has availed himself or herself of such opportunity to the extent
  considered appropriate to permit evaluation of the merits and risks of an investment
  in the Company. It is understood that all documents, records, and books pertaining
  to this investment have been made available for inspection and that the books
  and records of the Company will be available upon reasonable notice for inspection
  by investors during reasonable business hours at its principal place of business.

                    (F)     
  The undersigned acknowledges that the shares of Common Stock have not been registered
  under the Act in Reliance on an exemption for transactions by an issuer not
  involving a public offering and further understands that the undersigned is
  purchasing the Common Stock without being furnished any prospectus setting forth
  all of the information that may be required to be furnished under the Act.

                    (G)     
  The shares of Common Stock being subscribed are being acquired solely for the
  account of the undersigned for personal investment and not with a view to, or
  for resale in connection with, any distribution.

                    (H)      The
  undersigned represents and agrees that the undersigned will not sell, transfer,
  pledge, or otherwise dispose of or encumber the shares except pursuant to the
  applicable rules and regulations under the Act or applicable state securities
  laws; prior to any such sale, transfer, pledge, disposition, or encumbrance,
  the undersigned will, upon request, furnish the Company and its transfer agent
  with an opinion of counsel satisfactory to the Company in form and substance
  that registration under the Act and any applicable state securities laws is
  not required.

                    (I)     
  The undersigned hereby agrees that the Company may insert the following or similar
  legend on the face of the Common Stock to be issued, if it is required to comply
  with the Act or state securities laws:

                              These
  securities have not been registered under the Securities Act of 1933, as amended
  (Act), or any state securities laws and may not be sold or otherwise transferred
  or disposed of except pursuant to an effective registration statement under
  the Act and any applicable state securities laws, or pursuant to an opinion
  of counsel satisfactory to counsel to the Company that an exemption from registration
  under the act and any applicable state securities laws is available.

                              The
  undersigned certifies that each of the foregoing representations and warranties
  set forth in subsections (A) through (I) inclusive of the Section 3 are true
  as of the date hereof and shall survive such date.

          4.      Revocation

                    The
  undersigned agrees that he or she shall not cancel, terminate, or revoke this
  Subscription Agreement or any agreement of the undersigned made hereunder and
  that this Subscription Agreement shall survive the death or disability of the
  undersigned.

          5.      Termination
  of Subscription Agreement




                    If
  the Company elects to cancel this Subscription Agreement, provided that it returns
  to the undersigned, without interest and without deduction, all sums paid by
  the undersigned, this Offer shall be null and void and of no further force and
  effect, and no party shall have any rights against any other party hereunder.

          6.      Miscellaneous

                    (A)     
  All notices or other communications given or made hereunder shall be in writing
  and shall be mailed by registered or certified mail, return receipt requested,
  postage prepaid, to the undersigned.

                    (B)      This
  Subscription Agreement constitutes the entire agreement among the parties hereto
  with respect to the subject matter hereof and may be amended only by a writing
  executed by all parties.

          7.      Certification

                    The
  undersigned certifies that he or she has read this entire Subscription Agreement
  and that every statement on his or her part made and set forth herein is true
  and complete.

                    IN
  WITNESS WHEREOF the undersigned has executed this Subscription Agreement on
  the date his or her signature has been subscribed to below.

Dated: _________________________

	INVESTOR: 


ACCEPTANCE

GOLDEN CENTURY TECHNOLOGIES CORPORATION hereby accepts
  the forgoing subscription agreement.

	By:		 
	 	Authorized Officer 	 







INVESTOR SUITABILITY QUESTIONNAIRE

THE FOLLOWING INVESTOR SUITABILITY QUESTIONNAIRE IS ESSENTIAL
  TO ENSURE THAT THIS PRIVATE OFFERING IS CONDUCTED IN FULL COMPLIANCE WITH RULE
  504 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
  THE QUESTIONNAIRE WILL REMAIN ON FILE IN ABSOLUTE CONFIDENCE IN THE OFFICE OF
  THE COMPANY. YOUR COOPERATION IN THE FULL COMPLETION OF THE INVESTOR QUESTIONNAIRE
  IS GREATLY APPRECIATED.

          This
  questionnaire is being provided to you in connection with your possible purchase
  of stock (the “Interest”) in Golden Century Technologies Corporation,
  a Delaware corporation (the “Corporation”).

          The
  undersigned understands that this questionnaire is to enable the Corporation
  to discharge their responsibilities under the private placement exemption and
  rely upon the information contained herein. Accordingly, the undersigned represents
  as follows:

                    (i)      The
  information contained herein is complete and accurate and may be relied upon
  by the Corporation and their advisers; and

                    (ii)      The
  undersigned will notify the Corporation immediately of any material change in
  any such information occurring prior to the acceptance or rejection of its subscription.

     The undersigned also understands
  and agrees that, although the Corporation will attempt to keep the information
  provided in the answers to this questionnaire strictly confidential, the Corporation
  may present this questionnaire and the information provided in answers to it
  to such parties as they deem advisable if called upon to establish the availability
  under any federal or state securities laws of an exemption from registration
  or if the contents hereof are relevant to any issue in any action, suit, or
  proceeding to which the Corporation is a party or by which the Corporation is
  or may be bound.

     This questionnaire does not constitute
  an offer by the Corporation to sell Interests but is a request for information.

1.      Subscriber qualifies as
  an “accredited investor” pursuant to Rule 501(a) of Regulation D,
  as promulgated by the Securities and Exchange Commission under the Securities
  Act of 1933, as amended (the “Securities Act”), by virtue of Subscriber’s
  meeting at least one of the requirements set forth below, as indicated by Subscriber’s
  initials to the right of the applicable subparagraph(s):

	 (a)      The undersigned
        is a natural person whose individual net worth, or joint net worth with
        that person’s spouse, at the time of this investment exceeds $1,000,000.
        The term “net worth” means the excess of total assets over total
        liabilities. In computing net worth the principal residence of the investor
        must be valued at cost, including cost of improvements, or at recently
        appraised value by an institutional lender making a secured loan, net
        of encumbrances. 
	_______________ 
	  
	 Initial
	  
	 
	 (b)      The undersigned
        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. Individual
        income is defined as adjusted gross income (as reported for federal income
        tax purposes), less any income earned by a spouse or from property owned
        by a spouse increased by the following amounts (not attributable to a
        spouse); (i) the amount of any tax exempt interest income received, (ii)
        the amount of losses claimed as a limited partner in a limited Corporation
        and (iii) any deductions claimed for depletion; 
	_______________ 
	 	 Initial








	 (c)      The undersigned
        is a corporation or partnership, not formed for the specific purpose of
        acquiring the Interest, with total assets in excess of $5,000,000; 
	_______________ 
	  
	Initial 
	  
	 
	 (d)      The undersigned
        is an organization described in Section 501(c)(3) of the Internal Revenue
        Code or a Massachusetts or similar business trust, not formed for the
        specific purpose of acquiring the Interest, with total assets in excess
        of $5,000,000; 
	_______________ 
	  
	Initial  
	  
	 
	 (e)      The undersigned
        is a trust with total assets in excess of $5,000,000, not formed for the
        specific purpose of acquiring the Interest whose investments are directed
        by a sophisticated person as described in Rule 506(b)(2)(ii) as adopted
        by the Securities and Exchange Commission pursuant to the Securities Act:
      
	_______________ 
	  
	Initial  
	  
	 
	 (f)      The undersigned
        is a director or an executive officer of the Corporation; 
	_______________  
	  
	Initial  
	  
	 
	 (g)      The undersigned
        is a bank as defined in Section 3(a)(2) of the Securities Act, or a 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 or dealer registered pursuant to Section 15 of the Securities
        Exchange Act of 1934, as amended; 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 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; or an employee benefit plan within the meaning of Title
        1 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 advisor, 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;
      
	_______________ 
	  
	 Initial 
	  
	 
	 (h)      The undersigned
        is a private business development company, as defined in Section 202(a)(22)
        of the Investment Advisors Act of 1940; or 
	_______________ 
	  
	Initial  
	  
	 
	 (i)       The
        undersigned is an entity in which all of the equity owners meet the requirements
        of at least one of the above subparagraphs. 
	_______________ 
	  	 Initial 







2.      Investor is a bona fide resident
  of the State or Territory of _____________________ and the Country of ___________________.

3.      Subscriber Information

For Individual Subscribers

  (Please Print or Type)

	Name of Subscriber: 	 
	 	 
	Telephone Number: 	 
	 	 
	Street Address: 	 
	 	 
	City, State or Territory, Zip: 	 
	 	 
	Country: 	 
	 	 
	Taxpayer ID, or Social Security Number, 	 
	if applicable: 	 
	 	 
	Signature: 	 
	 	 
	Date: 	 


For Corporate, Partnership or Trust Subscribers

  (Please Print or Type)

	Name of Subscriber: 	 
	 	 
	Telephone Number: 	 
	 	 
	Street Address: 	 
	 	 
	City, State or Territory, Zip: 	 
	 	 
	Country: 	 
	 	 
	Taxpayer ID, or Social Security Number, 	 
	if applicable: 	 
	 	 
	Name of Authorized Signatory: 	 
	 	 
	Date: 	 




	Check Type of Ownership: 	  
	___________ Corporation 	____________ Partnership 
	 	 
	___________ Trust or Pension Plan 	____________ Other: _______________________