Unassociated Document


    EXHIBIT
      10.2

     

    SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT (the “Agreement”)
      is made
      as of this 19th day of June, 2006, by and among Alternative Energy Sources,
      Inc., a Delaware corporation (the “Company”),
      Beemer
      Energy, Inc., a Delaware corporation (“Beemer”)
      and
      the investor identified on the signature page to this Agreement (the
      “Investor”).

     

    RECITALS:

     

    WHEREAS,
      the Company and Beemer have agreed to enter into an Agreement and Plan of Merger
      and Reorganization, pursuant to which Beemer Acquisition Corp., a Delaware
      corporation and a wholly-owned subsidiary of the Company, will merge with and
      into Beemer, with Beemer being the surviving entity and a wholly-owned
      subsidiary of the Company (the “Merger”),
      upon
      the effective date of the Merger (the “Merger Effective
      Date”);

     

    WHEREAS,
      as a condition to the consummation of the Merger, and to provide the capital
      required by Beemer for working capital purposes, the Company is offering in
      compliance with Rule 506 of Regulation D of the Securities Act of 1933, as
      amended (the “Securities Act”), to accredited investors in a private placement
      transaction (the “Offering”),
      a
      minimum (the “Minimum”)
      of
      5,000,000 units (the “Units”)
      and a
      maximum (the “Maximum”)
      of
      10,000,000 Units, each Unit consisting of one share of the Company’s common
      stock, par value $0.0001 per share (“Common
      Stock”)
      and a
      warrant (the “Investor
      Warrants”)
      to
      purchase one share of Common Stock for five years at the exercise price of
      $2.00
      per share of Common Stock; par value $0.0001 per share;

     

    WHEREAS,
      in the event the Offering is over subscribed and the Maximum amount is sold
      to
      Investors on the Closing Date, the Company shall have the right, in its
      discretion, to sell an additional 2,000,000 Units at the Purchase Price (as
      defined below) in the 30 day period following the Closing Date;

    


    WHEREAS,
      the Investor desires to subscribe for, purchase and acquire from the Company
      and
      the Company desires to sell and issue to the Investor the number of Units,
      set
      forth on the signature page of this Agreement (the “Investor’s
      Units”)
      upon
      the terms and conditions and subject to the provisions hereinafter set
      forth;

     

    WHEREAS,
      in connection with the purchase of the Investor’s Units, the Company and the
      Investor will execute a Registration Rights Agreement dated as of the same
      date
      as this Agreement pursuant to which the Company will provide certain
      registration rights to the Investor (the “Registration
      Rights Agreement”);
      and

     

    WHEREAS,
      the Company, Beemer and McGuireWoods
      LLP
      (the
“Escrow
      Agent”)
      have
      entered into an Escrow Agreement (the “Escrow
      Agreement”)
      to
      provide for the safekeeping of funds received and documents executed in
      connection with the Offering.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.  Purchase
      and Sale of the Units.
      Subject
      to the terms and conditions of this Agreement and the satisfaction of the
      Closing Conditions, the Investor subscribes for and agrees to purchase and
      acquire from the Company and the Company agrees to sell and issue to the
      Investor the Investor’s Units at the purchase price of $1.00 per share (the
“Purchase
      Price”).
      

     

    2.  The
      Closing.
      The
      Offering will terminate upon the earlier of i) the receipt of acceptable
      subscriptions totaling $10,000,000 or such greater amount as the Company may
      determine, or ii) the election of the Company upon receipt of subscriptions
      totaling at least $5,000,000; provided however, that the initial closing of
      the
      Offering shall be concurrent with the close of the Merger
      (the
“Closing
      Date”)
      at the
      offices of the Escrow Agent. On the Closing Date, the Escrow Agent shall deliver
      the funds and Transaction Documents (as defined herein) held in escrow as of
      the
      Closing Date pursuant to the terms of the Escrow Agreement. As soon as
      practicable after the Closing Date, the Company shall issue and deliver, or
      shall cause the issuance and delivery of, a stock certificate, registered in
      the
      name of the Investor and representing the shares of Common Stock underlying
      the
      Investor’s Units and an Investor Warrant registered in the name of the Investor
      representing the Investor’s right to purchase the number of shares of Common
      Stock underlying the Investor’s Warrant.

     

    3.  Subscription
      Procedure.
      To
      complete a subscription for Units, the Investor must fully comply with the
      subscription procedure provided in this Section on or before 5:00 p.m. eastern
      time on the Closing Date. 

     

    (a)  Transaction
      Documents.
      Prior
      to 5:00 p.m. eastern time on the Closing Date, the Investor shall review,
      complete and execute this Agreement, the Investor Questionnaire attached hereto
      as Appendix A and the Registration Rights Agreement, and deliver such agreements
      and questionnaire to the Escrow Agent at the address provided below. Executed
      agreements and questionnaires may be delivered to the Escrow Agent by facsimile
      using the facsimile number provided below if the Investor immediately thereafter
      confirms receipt of such transmission with the Escrow Agent and delivers the
      original copies of the agreements and questionnaire to the Escrow Agent as
      soon
      as practicable thereafter.

     

    Escrow
      Agent - Mailing Address and Facsimile Number:

    


    McGuireWoods
      LLP

    50
      North
      Laura Street, Suite 3300

    Jacksonville,
      FL 32202-3661

    Facsimile
      Number: (904) 798-3271

    Attention:
      Jonathan Sacks

    Telephone
      Number: (904) 798-2627

    


    (b)  Purchase
      Price.
      Simultaneously with the delivery of the Transaction Documents to the Escrow
      Agent as provided herein, and in any event on or prior to 5:00 p.m. eastern
      time
      on the Closing Date, the Investor shall deliver to the Escrow Agent the full
      Purchase Price for the Investor’s Units by wire transfer of immediately
      available funds pursuant to wire transfer instructions provided
      below:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Escrow
      Agent - Wire Transfer Instructions:

    


    BANK
      OF
      AMERICA - Jacksonville, FL

    ABA:
      026009593 (Domestic Wires)

    Swift
      Code: BOFAUS3N (International Wires)

    Credit:
      McGuireWoods LLP IOLTA Account

    Account
      Number: 2101206537

    Reference:
      Louis Zehil -Alternative
      Energy Sources, Inc. Escrow - 2048362-0001

    


    McGuireWoods
      Accounting Contact: Julie Aaron (804) 775-1224

    Bank
      Contact: Patrick Comia (888) 841-8159, Opt. 2, Ext. 2160

    


    (c)  Purchaser
      Representative.
      If the
      Investor has retained the services of a purchaser representative to assist
      in
      evaluating the merits and risks associated with investing in the Units, the
      Investor must deliver along with the Transaction Documents a purchaser
      representative certificate in a form acceptable to the Company. 

     

    4.  Representations
      and Warranties of the Company and Beemer.
      In
      order to induce the Investor to enter into this Agreement, the Company and,
      as
      applicable, Beemer represent and warrant to the Investor the
      following:

     

    (a)  Authority.
      The
      Company and Beemer each is an entity duly organized, validly existing, and
      in
      good standing under the laws of the state in which it was incorporated or
      otherwise formed, and has all requisite right, power, and authority to execute,
      deliver and perform this Agreement.

     

    (b)  Subsidiaries.
      The
      Company has no direct or indirect subsidiaries (each a “Subsidiary”
      and
      collectively the “Subsidiaries”)
      other
      than those set forth in the Exchange Act Documents (as defined in Section 3(f)),
      or as are necessary or desirable to consummate the Merger and the transactions
      contemplated in the Merger Agreement. Except as disclosed in the Exchange Act
      Documents, the Company owns, directly or indirectly, all of the capital stock
      of
      each Subsidiary free and clear of any and all liens, and all the issued and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights.


     

    (c)  Enforceability.
      The
      execution, delivery, and performance of this Agreement by the Company have
      been
      duly authorized by all requisite corporate action. This Agreement has been
      duly
      executed and delivered by each of the Company and Beemer, and, upon its
      execution by the Investor, shall constitute the legal, valid, and binding
      obligation of each of the Company and Beemer, enforceable in accordance with
      its
      terms, except to the extent that its enforceability is limited by bankruptcy,
      insolvency, reorganization, or other laws relating to or affecting the
      enforcement of creditors’ rights generally and by general principles of
      equity.

     

    (d)  No
      Violations.
      The
      execution, delivery, and performance of this Agreement by the Company or by
      Beemer does not, and will not, violate or conflict with any provision of the
      Company’s or Beemer’s respective Certificate of Incorporation or Bylaws, or
      other charter documents, and does not and will not, with or without the passage
      of time or the giving of notice, result in the breach of, or constitute a
      default, cause the acceleration of performance, or require any consent under,
      or
      result in the creation of any lien, charge or encumbrance upon any property
      or
      assets of the Company, or as applicable of Beemer, pursuant to, any material
      instrument or agreement to which the Company, or Beemer, is a party or by which
      the Company, or Beemer, or its properties are bound.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (e)  Capitalization.
      The
      authorized capital stock of the Company consists of: 75,000,000
      shares
      of Common Stock, of which 38,437,500 shares were issued and outstanding as
      of
      May 22, 2006. Upon issuance in accordance with the terms of this Agreement
      against payment of the Purchase Price therefore, the shares of Common Stock
      underlying the Investor’s Units will be duly and validly issued, fully paid, and
      nonassessable and free and clear of all liens imposed by or through the Company,
      and, assuming the accuracy of the representations and warranties of the Investor
      and all other purchasers of Units in the Offering, will be issued in accordance
      with a valid exemption from the registration or qualification provisions of
      the
      Securities Act, and any applicable state securities laws (the “State Acts”).


     

    (f)  Exchange
      Act Filing.
      During
      the 12 calendar months immediately preceding the date of this Agreement, all
      reports and statements required to be filed by the Company with the Securities
      and Exchange Commission (the “Commission”)
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      and
      the rules and regulations thereunder, have been timely filed. Such filings,
      together with all documents incorporated by reference therein, are referred
      to
      as “Exchange
      Act Documents.”
      Each
      Exchange Act Document, as amended, conformed in all material respects to the
      requirements of the Exchange Act and the rules and regulations thereunder,
      and
      no Exchange Act Document, as amended, at the time each such document was filed,
      included any untrue statement of a material fact or omitted to state any
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    (g)  Company
      Financial Statements. The
      audited financial statements, together with the related notes of the Company
      at
      December 31, 2005, included in the Company’s Annual Report on Form 10-KSB for
      the fiscal year ended December 31, 2005 as filed with the Commission (the
“Company
      Financial Statements”),
      fairly present in all material respects, on the basis stated therein and on
      the
      date thereof, the financial position of the Company at the respective dates
      therein specified and its results of operations and cash flows for the periods
      then ended. Such statements and related notes have been prepared in accordance
      with generally accepted accounting principles in the United States applied
      on a
      consistent basis except as expressly noted therein.

     

    (h)  No
      Material Liabilities.
      Except
      for liabilities or obligations not individually in excess of $100,000.00, or
      as
      set forth in the Exchange Act Documents, since December 31, 2005, the Company
      has not incurred any material liabilities or obligations, direct or contingent,
      except in the ordinary course of business and except for liabilities or
      obligations reflected or reserved against on the Company’s balance sheet as of
      December 31, 2005, and there has not been any change, or to the knowledge of
      the
      Company, development or effect (individually or in the aggregate) that is or
      is
      reasonably likely to be, materially adverse to the condition (financial or
      otherwise), business, prospects, or results of operations of the Company and
      the
      Subsidiaries considered as a whole (a “Material
      Adverse Effect”)
      or any
      change in the capital or material increase in the long-term debt of the Company,
      nor has the Company declared, paid, or made any dividend or distribution of
      any
      kind on its capital stock.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (i)  No
      Disputes Against Company.
      There is
      no material pending or, to the knowledge of the Company, threatened (i) action,
      suit, claim, proceeding, or investigation against the Company, at law or in
      equity, or before or by any Federal, state, municipal, or other governmental
      department, commission, board, bureau, agency or instrumentality, domestic
      or
      foreign, (ii) arbitration proceeding against the Company, (iii) governmental
      inquiry against the Company or (iv) any action or suit by or on behalf of the
      Company pending or threatened against others.

     

    (j)  Approvals.
      The
      execution, delivery, and performance by the Company of this Agreement and the
      offer and sale of the Units require no consent of, action by or in respect
      of,
      or filing with, any person, governmental body, agency, or official other than
      those consents that have been obtained prior to the Closing and those filings
      required to be made pursuant to the Securities Act and any State Acts which
      the
      Company undertakes to file within the applicable time period.

     

    (k)  Compliance.
      Neither
      the Company nor Beemer, nor any their respective Subsidiaries, (i) is in default
      under or in violation of (and no event has occurred that has not been waived
      that, with notice or lapse of time or both, would result in a default by the
      Company nor Beemer, or any of their respective Subsidiaries under), nor has
      the
      Company nor Beemer, or any of their respective Subsidiaries received notice
      of a
      claim that it is in default under or that it is in violation of, any indenture,
      loan or credit agreement, or any other agreement or instrument to which it
      is a
      party or by which it or any of its properties is bound (whether or not such
      default or violation has been waived), (ii) is in violation of any order of
      any
      Court, arbitrator, or governmental body or (iii) is or has been in violation
      of
      any statute, rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws relating to taxes,
      environmental protection, occupational health and safety, product quality and
      safety and employment and labor matters, except in each case as could not,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect. The Company is in compliance with the applicable
      requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and
      regulations thereunder, except where such noncompliance could not have or
      reasonably be expected to result in a Material Adverse Effect.

     

    (l)  Patents
      and Trademarks.
      The
      Company and Beemer, or any of their respective Subsidiaries have, or have rights
      to use, all patents, patent applications, trademarks, trademark applications,
      service marks, trade names, copyrights, licenses, and other similar rights
      that
      are necessary or material for use in connection with their respective businesses
      as described in the Exchange Act Documents and which the failure to so have
      could, individually or in the aggregate, have or reasonably be expected to
      result in a Material Adverse Effect (collectively, the “Intellectual
      Property Rights”).
      Neither the Company nor Beemer, or any of their respective Subsidiaries, has
      received a written notice that the Intellectual Property Rights used by the
      Company or Beemer, or any of their respective Subsidiaries, violates or
      infringes upon the rights of any person. Except as set forth in the Exchange
      Act
      Documents, to the knowledge of the Company, all such Intellectual Property
      Rights are enforceable and there is no existing infringement by another person
      of any of the Intellectual Property Rights, except where such infringement
      could
      not have or reasonably be expected to result in a Material Adverse
      Effect.

     

    (m)  Transactions
      With Affiliates and Employees.
      Except
      as set forth in the Exchange Act Documents, none of the officers or directors
      of
      the Company and, to the knowledge of the Company, none of the employees of
      the
      Company is presently a party to any transaction with the Company or any
      Subsidiary (other than for services as employees, officers, and directors),
      including any contract, agreement, or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director, or such employee or, to the knowledge of the Company, any entity
      in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee, or partner.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (n)  Internal
      Accounting Controls.
      The
      Company and the Subsidiaries maintain a system of internal accounting controls
      sufficient to provide reasonable assurance that (i) transactions are executed
      in
      accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain asset accountability, (iii) access
      to
      assets is permitted only in accordance with management’s general or specific
      authorization,
      and
      (iv) the recorded accountability for assets is compared with the existing assets
      at reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has established disclosure controls and procedures
      (as
      defined in Exchange Act rules 13a-15(e) and 15d-15(e)) for the Company and
      designed such disclosure controls and procedures to ensure that material
      information relating to the Company and its Subsidiaries is made known to the
      Company’s certifying officers by others within those entities, particularly
      during the period in which the Company’s Form 10-KSB or 10-QSB, as the case may
      be, are being prepared. The Company’s certifying officers have evaluated the
      effectiveness of the Company’s controls and procedures as of the end of the
      reporting period covered by the Company’s Form 10-KSB and each of the Company’s
      Forms 10-QSB filed with the Commission (each such date, the “Evaluation
      Date”)
      and
      presented in each such report their conclusions about the effectiveness of
      the
      Company’s disclosure controls and procedures based on their evaluations as of
      the applicable Evaluation Date. Since the Evaluation Date of the Company’s most
      recently filed Form 10-KSB or Form 10-QSB, there have been no significant
      changes in the Company’s disclosure controls and procedures, the Company’s
      internal control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) or 15d-15(f) or, to the Company’s knowledge, in other factors that
      could significantly affect the Company’s internal controls over financial
      reporting.

     

    (o)  Solvency.
      Based
      on the financial condition of the Company as of the Closing Date (and assuming
      that the Closing shall have occurred), (i) the Company’s fair saleable value of
      its assets exceeds the amount that will be required to be paid on or in respect
      of the Company’s existing debts and other liabilities (including known
      contingent liabilities) as they mature; (ii) the Company’s assets do not
      constitute unreasonably small capital to carry on its business for the current
      fiscal year as now conducted and as proposed to be conducted including its
      capital needs taking into account the particular capital requirements of the
      business conducted by the Company, and projected capital requirements and
      capital availability thereof; and (iii) the current cash flow of the Company,
      together with the proceeds the Company would receive, were it to liquidate
      all
      of its assets, after taking into account all anticipated uses of the cash,
      would
      be sufficient to pay all amounts on or in respect of its debt when such amounts
      are required to be paid. The Company does not intend to incur debts beyond
      its
      ability to pay such debts as they mature (taking into account the timing and
      amounts of cash to be payable on or in respect of its debt).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (p)  Certain
      Fees.
      Other
      than (i) the cash commission payable on the closing and (ii) the 600,000 shares
      of Common Stock to be issued on the closing, no brokerage or finder’s fees or
      commissions are or will be payable by the Company to any broker, financial
      advisor or consultant, finder, placement agent, investment banker, bank, or
      other person with respect to the transactions contemplated by this Agreement.
      The Investor shall have no obligation with respect to any claims (other than
      such fees or commissions owed by an Investor pursuant to written agreements
      executed by the Investor which fees or commissions shall be the sole
      responsibility of such Investor) made by or on behalf of other persons for
      fees
      of a type contemplated in this Section that may be due in connection with the
      transactions contemplated by this Agreement. 

     

    (q)  Certain
      Registration Matters.
      Assuming the accuracy of the Investor’s representations and warranties set forth
      in this Agreement and the Transaction Documents and the representations and
      warranties made by all other purchasers of Units in the Offering, no
      registration under the Securities Act is required for the offer and sale of
      the
      Investor’s Units by the Company to the Investor hereunder.

     

    (r)  Listing
      and Maintenance Requirements.
      The
      Company is, and has no reason to believe that it will not in the foreseeable
      future continue to be, in compliance with the listing and maintenance
      requirements for continued listing of the Common Stock on the NASD Over the
      Counter Bulletin Board.

     

    (s)  Investment
      Company.
      The
      Company and Beemer are not, and are not an “affiliate” of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as
      amended.

     

    (t)  No
      Additional Agreements.
      The
      Company and Beemer do not have any agreement or understanding with any other
      purchasers of the Units in the Offering with respect to the transactions
      contemplated by this Agreement on terms that differ substantially from those
      set
      forth in this Agreement.

     

    (u)  Disclosure.
      The
      Company and Beemer confirm that neither they nor any person acting on their
      behalf has provided the Investor, or its agents or counsel, with any information
      that the Company or Beemer believes would constitute material, non-public
      information following the announcement of the Closing and the transactions
      contemplated thereby. The Company understands and confirms that the Investor
      will rely on the foregoing representations and covenants in effecting
      transactions in securities of the Company. All disclosure provided to the
      Investor regarding the Company and Beemer, their respective businesses and
      the
      transactions contemplated hereby, furnished by or on behalf of the Company
      or,
      as applicable, Beemer (including the Company’s and Beemer’s representations and
      warranties set forth in this Agreement) are true and correct and do not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.

     

    5.  Representations
      and Warranties of the Investor.
      In
      order to induce the Company to enter into this Agreement, the Investor
      represents and warrants to the Company and Beemer the following:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (a)  Authority.
      If a
      corporation, partnership, limited partnership, limited liability company, or
      other form of entity, the Investor is duly organized or formed, as the case
      may
      be, validly existing, and in good standing under the laws of its jurisdiction
      of
      organization or formation, as the case may be. The Investor has all requisite
      individual or entity right, power, and authority to execute, deliver, and
      perform this Agreement.

     

    (b)  Enforceability.
      The
      execution, delivery, and performance of this Agreement by the Investor have
      been
      duly authorized by all requisite partnership, corporate or other entity action,
      as the case may be. This Agreement has been duly executed and delivered by
      the
      Investor, and, upon its execution by the Company, shall constitute the legal,
      valid, and binding obligation of the Investor, enforceable in accordance with
      its terms, except to the extent that its enforceability is limited by
      bankruptcy, insolvency, reorganization, moratorium, or other laws relating
      to or
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity.

     

    (c)  No
      Violations.
      The
      execution, delivery, and performance of this Agreement by the Investor do not
      and will not, with or without the passage of time or the giving of notice,
      result in the breach of, or constitute a default, cause the acceleration of
      performance, or require any consent under, or result in the creation of any
      lien, charge or encumbrance upon any property or assets of the Investor pursuant
      to, any material instrument or agreement to which the Investor is a party or
      by
      which the Investor or its properties may be bound or affected, and, do not
      or
      will not violate or conflict with any provision of the articles of incorporation
      or bylaws, partnership agreement, operating agreement, trust agreement, or
      similar organizational or governing document of the Investor, as applicable.
      

     

    (d)  Knowledge
      of Investment and its Risks.
      The
      Investor has knowledge and experience in financial and business matters as
      to be
      capable of evaluating the merits and risks of Investor’s investment in the
      Units. The Investor understands that an investment in the Company represents
      a
      high degree of risk and there is no assurance that the Company’s business or
      operations will be successful. The Investor has considered carefully the risks
      attendant to an investment in the Company, and that, as a consequence of such
      risks, the Investor could lose Investor’s entire investment in the
      Company.

     

    (e)  Investment
      Intent.
      The
      Investor hereby represents and warrants that (i) the Investor’s Units are being
      acquired for investment for the Investor’s own account, and not as a nominee or
      agent and not with a view to the resale or distribution of all or any part
      of
      the Investor’s Units, and the Investor has no present intention of selling,
      granting any participation in, or otherwise distributing any of the Investor’s
      Units within the meaning of the Securities Act, (ii) the Investor’s Units are
      being acquired in the ordinary course of the Investor’s business, and (iii) the
      Investor does not have any contracts, understandings, agreements, or
      arrangements, directly or indirectly, with any person and/or entity to
      distribute, sell, transfer, or grant participations to such person and/or entity
      with respect to, any of the Investor’s Units. The Investor is not purchasing the
      Investor’s Units as a result of any advertisement, article, notice or other
      communication regarding the Investor’s Units published in any newspaper,
      magazine or similar media or broadcast over television or radio or presented
      at
      any seminar or any other general solicitation or general
      advertisement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (f)  Investor
      Status.
      The
      Investor is an “accredited investor” as that term is defined by Rule 501 of
      Regulation D promulgated under the Securities Act and the information provided
      by the Investor in the Investor Questionnaire, attached hereto as Appendix
      A,
      is
      truthful, accurate, and complete. The Investor is not registered as a
      broker-dealer under Section 15 of the Exchange Act or an affiliate of such
      broker-dealer.

     

    (g)  Disclosure.
      The
      Investor has reviewed the information provided to the Investor by the Company
      in
      connection with the Investor’s decision to purchase the Investor’s Units,
      including the Company’s publicly available filings with the Commission and the
      information contained therein. The Company has provided the Investor with all
      the information that the Investor has requested in connection with the decision
      to purchase the Investor’s Units. The Investor further represents that the
      Investor has had an opportunity to ask questions and receive answers from the
      Company regarding the business, properties, prospects, and financial condition
      of the Company. All such questions have been answered to the full satisfaction
      of the Investor. Neither such inquiries nor any other investigation conducted
      by
      or on behalf of the Investor or its representatives or counsel shall modify,
      amend, or affect the Investor’s right to rely on the truth, accuracy, and
      completeness of the disclosure materials and the Company’s representations and
      warranties contained herein.

     

    (h)  No
      Registration.
      The
      Investor understands that Investor may be required to bear the economic risk
      of
      Investor’s investment in the Company for an indefinite period of time. The
      Investor further understands that (i) neither the offering nor the sale of
      the Investor’s Units has been registered under the Securities Act or any
      applicable State Acts in reliance upon exemptions from the registration
      requirements of such laws, (ii) the Investor’s Units must be held by the
      Investor indefinitely unless the sale or transfer thereof is subsequently
      registered under the Securities Act and any applicable State Acts, or an
      exemption from such registration requirements is available, (iii) except as
      set
      forth in the Registration Rights Agreement, dated as of the date hereof, between
      the Company and the Investor, the Company is under no obligation to register
      any
      of the shares of Common Stock underlying the Investor’s Units on the Investor’s
      behalf or to assist the Investor in complying with any exemption from
      registration, and (iv) the Company will rely upon the representations and
      warranties made by the Investor in this Agreement and the Transaction Documents
      in order to establish such exemptions from the registration requirements of
      the
      Securities Act and any applicable State Acts. 

     

    (i)  Transfer
      Restrictions.
      The
      Investor will not transfer any of the Investor’s Units or the shares of Common
      Stock underlying the Investor’s Units or the Investor Warrants unless such
      transfer is registered or exempt from registration under the Securities Act
      and
      such State Acts, and, if requested by the Company in the case of an exempt
      transaction, the Investor has furnished an opinion of counsel reasonably
      satisfactory to the Company that such transfer is so exempt. The Investor
      understands and agrees that (i) the certificates evidencing the shares of Common
      Stock underlying the Investor’s Units and the Investor’s Warrants will bear
      appropriate legends indicating such transfer restrictions placed upon the Units
      and shares of Common Stock and Investor Warrants, (ii) the Company shall have
      no
      obligation to honor transfers of any of the Investor’s Units, Investor Warrants
      or shares of Common Stock underlying the Investor’s Units or Investor Warrants
      in violation of such transfer restrictions, and (iii) the Company shall be
      entitled to instruct any transfer agent or agents for the securities of the
      Company to refuse to honor such transfers.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (j)  No
      Solicitation.
      The
      Investor (i) did not receive or review any advertisement, article, notice or
      other communication published in a newspaper or magazine or similar media or
      broadcast over television or radio, whether closed circuit, or generally
      available, with respect to the Units or (ii) was not solicited by any person,
      other than by representatives of the Company, with respect to a purchase of
      the
      Units.

     

    (k)  Principal
      Address.
      The
      Investor’s principal residence, if an individual, or principal executive office,
      if an entity, is set forth on the signature page of this Subscription
      Agreement.

     

    6.  Independent
      Nature of Investor’s Obligations and Rights.
      The
      obligations of the Investor under this Agreement and the Transaction Documents
      are several and not joint with the obligations of any other purchaser of Units
      in the Offering, and the Investor shall not be responsible in any way for the
      performance of the obligations of any other purchaser of Units in the Offering
      under any Transaction Document. The decision of the Investor to purchase the
      Investor’s Units pursuant to the Transaction Documents has been made by the
      Investor independently of any other purchaser of Units in the Offering. Nothing
      contained herein or in any Transaction Document, and no action taken by any
      purchaser of Units pursuant thereto, shall be deemed to constitute such
      purchasers as a partnership, an association, a joint venture, or any other
      kind
      of entity, or create a presumption that the purchasers of Units are in any
      way
      acting in concert or as a group with respect to such obligations or the
      transactions contemplated by the Transaction Documents. The Investor
      acknowledges that no other purchaser of Units has acted as agent for the
      Investor in connection with making its investment hereunder and that no other
      purchaser of Units will be acting as agent of the Investor in connection with
      monitoring its investment in the Units or enforcing its rights under the
      Transaction Documents. The Investor shall be entitled to independently protect
      and enforce its rights, including without limitation the rights arising out
      of
      this Agreement or out of the other Transaction Documents, and it shall not
      be
      necessary for any other purchaser of Units to be joined as an additional party
      in any proceeding for such purpose.

     

    7.  Prospectus
      Delivery Requirement.
      The
      Investor hereby covenants with the Company not to make any sale of the
      Investor’s Units without complying with the provisions hereof and of the
      Registration Rights Agreement, and without effectively causing the prospectus
      delivery requirement under the Securities Act to be satisfied (unless the
      Investor is selling in a transaction not subject to the prospectus delivery
      requirement). 

     

    8.  Shareholder
      Approval.
      The
      Company represents and warrants to the Investor that a vote of the stockholders
      of the Company will not be required to approve the issuance of the Investor’s
      Units.

     

    9.  Indemnification
      of Investor.
      In
      addition to the indemnity provided in the Registration Rights Agreement, the
      Company will indemnify and hold the Investor and its directors, officers,
      shareholders, members, managers, partners, employees and agents (each, an
“Investor
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs, and reasonable attorneys’ fees and costs of
      investigation (collectively, “Losses”)
      that
      any such Investor Party may suffer or incur as a result of or relating to any
      misrepresentation, breach, or inaccuracy of any representation, warranty,
      covenant, or agreement made by the Company in any Transaction Document. In
      addition to the indemnity contained herein, the Company will reimburse each
      Investor Party for its reasonable legal and other expenses (including the cost
      of any investigation, preparation, and travel in connection therewith) incurred
      in connection therewith, as such expenses are incurred.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    10.  Non-Public
      Information.
      Subsequent to the Closing, the Company covenants and agrees that neither it
      nor
      any other person acting on its behalf will provide Investor or its agents or
      counsel with any information that the Company believes constitutes material
      non-public information, unless prior thereto Investor shall have executed a
      written agreement regarding the confidentiality and use of such information.
      

     

    11.  Further
      Assurances.
      The
      parties hereto will, upon reasonable request, execute and deliver all such
      further assignments, endorsements and other documents as may be necessary in
      order to perfect the purchase by the Investor of the Investor’s Units. In
      addition, the Company agrees that it will do all such acts necessary to ensure
      that Canadian residents holding shares will be able to trade such securities
      without resale restrictions under Canadian securities legislation within four
      months from the Merger Effective Date, including, if necessary, all acts in
      order for the Company to become a reporting issuer in a Canadian province or
      territory, which may include the filing and receipting of a prospectus by
      Canadian securities regulatory authorities.

     

    12.  Entire
      Agreement; No Oral Modification.
      This
      Agreement and the other Transaction Documents contain the entire agreement
      among
      the parties hereto with respect to the subject matter hereof and supersede
      all
      prior agreements and understandings with respect thereto and this Agreement
      may
      not be amended or modified except in a writing signed by both of the parties
      hereto.

     

    13.  Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, successors and assigns; however, nothing in this
      Agreement, expressed or implied, is intended to confer on any other person
      other
      than the parties hereto, or their respective heirs, successors or assigns,
      any
      rights, remedies, obligations or liabilities under or by reason of this
      Agreement.

     

    14.  Counterparts.
      This
      Agreement may be executed in any number of counterparts, for each of which
      shall
      be deemed to be an original and all of which together shall be deemed to be
      one
      and the same instrument. In the event that any signature is delivered by
      facsimile transmission, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile signature page
      were an original thereof.

     

    15.  Governing
      Law.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the United States of America and the State of New York, both
      substantive and remedial, without regard to New York conflicts of law
      principles. Any
      judicial proceeding brought against either of the parties to this agreement
      or
      any dispute arising out of this Agreement or any matter related hereto shall
      be
      brought in the courts of the State of New York, New York County, or in the
      United States District Court for the Southern District of New York and, by
      its
      execution and delivery of this agreement, each party to this Agreement accepts
      the jurisdiction of such courts. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    16.  Prevailing
      Parties.
      In any
      action or proceeding brought to enforce any provision of this Agreement, or
      where any provision hereof is validly asserted as a defense, the prevailing
      party shall be entitled to receive and the nonprevailing party shall pay upon
      demand reasonable attorneys’ fees in addition to any other remedy.

     

    17.  Notices.
      All
      communication hereunder shall be in writing and shall be mailed, delivered,
      telegraphed or sent by facsimile or electronic mail, and such delivery shall
      be
      confirmed to the addresses as provided below: 

    


    if
      to the
      Investor:

    


    to
      the
      address set forth on the signature page of this Agreement

     

    if
      to the
      Company:

    


    Alternative
      Energy Sources, Inc.

    88
      West
      44th Avenue

    Vancouver,
      British Columbia, Canada V5Y 3V1

    Attention:
      Stephen Jackson, President and Chief Executive Officer

    Facsimile:
      (604) 661-0759

    


    with
      copy
      to: 

    


    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      New York 10022

    Attention:
      Kenneth S. Goodwin, Esq.

    Facsimile:
      (212) 400-6901

    


    


    if
      to
      Beemer, to: 

    


    Beemer
      Energy, Inc.

    c/o
      McGuireWoods LLP

    1345
      Avenue of the Americas, 7th
      Floor

    New
      York,
      New York 10105

    Attention:
      Mark Beemer, President and Chief Executive Officer

    Facsimile:
      (212) 548-2175

     

    with
      a
      copy to:

    


    McGuireWoods
      LLP

    1345
      Avenue of the Americas, 7th
      Floor

    New
      York,
      New York 10105

    Attention:
      Louis W. Zehil

    Facsimile:
      (212) 548-2175

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    18.  Headings.
      The
      section headings herein are included for convenience only and are not to be
      deemed a part of this Agreement.

     

    


     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the date first written above.

     

    


     

    ALTERNATIVE
      ENERGY SOURCES, INC.

    


    


    By:
       _______________________

    Name:
      Stephen Jackson

    Its:
       President
      and Chief Executive Officer

    


    


     

    


    [SIGNATURE
      PAGES OF BEEMER AND INVESTOR FOLLOW]

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the date first written above.

     

    


     

    BEEMER
      ENERGY, INC.

    


    


    


    By:
       ______________________________

    Name:
      Mark Beemer

    Its:
       President
      and Chief Executive Officer

    


    


    


    


    


    [SIGNATURE
      PAGE OF INVESTOR FOLLOWS]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      as
      of the date first written above.

     

    
      	INVESTOR
              (individual) 	 	INVESTOR
              (entity) 
	 	 	 
	Signature 	 	Name of Entity  
	 	 	
            
	Print Name 	 	Signature 
	 	 	 
	Address of Principal Residence:	 	Print Name:
              ________________________________________
	 	 	Title: _______________________________________
	 	 	 
	 	 	 
	 	 	Address of Executive
              Offices: 
	Social
              Security Number:  	 	 
	 	 	 
	 	 	 
	 	 	 
	Telephone Number: 	 	IRS Tax Identification
              Number: 
	 	 	 
	 	 	 
	Facsimile Number: 	 	Telephone Number: 
	 	 	 
	 	 	 
	
            	 	Facsimile Number: 
	 	 	 
	 	 	 
	 	
              ____________  
                X 
                $1.00
                = 

            	    $ 
	 	
              Number
                of Units    Price per
                Unit

            	    Purchase
              Price  
	 	 	 


    

    


     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    


     

    


    APPENDIX
      A

    


    Investor
      Questionnaire

    


    


    


    


    (See
      Attached)

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    CONFIDENTIAL

    INVESTOR
      QUESTIONNAIRE

    


    Alternative
      Energy Sources, Inc.

    88
      West
      44th Avenue

    Vancouver,
      British Columbia, Canada V5Y 2V1

    Attention:
      Stephen Jackson, President and Chief Executive Officer

    


    Beemer
      Energy, Inc.

    c/o
      McGuireWoods LLP

    1345
      Avenue of the Americas, 7th
      Floor

    New
      York,
      New York 10105

    Attention:
      Mark Beemer, President and Chief Executive Officer

    


    The
      information contained herein is being furnished to Alternative Energy Sources,
      Inc. (the “Company”)
      and
      Beemer Energy, Inc. (“Beemer”),
      to
      determine whether the undersigned’s subscription to purchase units (the
“Units”)
      of the
      Company’s securities consisting of shares of the Company’s common stock, $0.0001
      par value per share (the “Common
      Stock”)
      and
      warrants to acquire Common Stock (the “Securities”),
      may
      be accepted by the Company and Beemer in compliance with the requirements of
      Sections 3(b), 4(2) and 4(6) of the Securities Act of 1933, as amended (the
      “Securities
      Act”),
      and
      Regulation D promulgated thereunder (“Regulation
      D”).
      The
      undersigned acknowledges and understands that (i) the Company and Beemer will
      rely on the information provided by the undersigned contained herein for
      purposes of determining compliance with and the availability of exemptions,
      provided under Regulation D, from the registration requirements of the
      Securities Act and (ii) the issuance of the Securities will not be registered
      under the Securities Act in reliance upon such exemptions.

    


    All
      information provided by the undersigned is furnished for the sole use of the
      Company and Beemer for the purposes described above and will be held in
      confidence by the Company and Beemer, except that this Investor Questionnaire
      and/or the information may be furnished to such other parties as the Company
      or
      Beemer, or each of their respective counsel or other authorized representatives,
      deem necessary or desirable to establish compliance with federal or state
      securities laws. For further information, or if you have questions concerning
      the Company, Beemer, or the sale of Securities, please contact: Louis W. Zehil,
      McGuireWoods LLP, (212) 548-2175.

    


    In
      accordance with the foregoing, the undersigned makes the following
      representations and warranties:

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    PART
      ONE

    INVESTMENT
      EXPERIENCE AND PURPOSE 

    TO
      BE COMPLETED BY EVERY PROSPECTIVE INVESTOR

    


    
      	
              1.

            	
              Investment
                Experience.
                This item is presented in alternative form. Please initial, in the
                space
                provided below, the alternative that applies to
                you.

            


    

    


    
      	 	
              ALTERNATIVE
                ONE:
                The undersigned has such knowledge and experience in financial and
                business matters so as to be capable of evaluating the relative merits
                and
                risks of an investment in the Securities; the undersigned is not
                using an
                Investor Representative (as defined below) in connection with such
                evaluation. The undersigned offers as evidence of knowledge and experience
                in these matters the information requested in this Investor
                Questionnaire.

            
	 


    

     

    
      
        	 	
                ALTERNATIVE TWO*:
                  The undersigned will use an investor representative (“Investor
                  Representative”)
                  acceptable to the Company and Beemer in connection with evaluating
                  a
                  potential investment in the Securities. The undersigned acknowledges
                  that
                  the following person will be acting as Investor Representative
                  in
                  connection with evaluating the merits and risks of an investment
                  in the
                  Securities.

              
	 


      

    

    
      	
            	
               

              Name
                of Investor Representative: ________________________________     

               

              The
                undersigned represents and warrants that the
                above-named Investor Representative has furnished the undersigned
                with an
                investor representative questionnaire and that the undersigned and
                the
                above-named Investor Representative together have such knowledge
                and
                experience in financial and business matters that they are capable
                of
                evaluating the merits and risks of an investment in the Securities.
                

            
	 


    

    


    (*IF
      YOU
      HAVE INITIALED ALTERNATIVE TWO, THE INVESTOR QUESTIONNAIRE MUST BE ACCOMPANIED
      BY A COMPLETED AND SIGNED INVESTOR REPRESENTATIVE QUESTIONNAIRE.)

     

    
      	
              2.

            	
              Purpose
                of Investment.
                Except as indicated below, any purchase of the Securities will be
                solely
                for the account of the undersigned, and not for the account of any
                other
                person or with a view to any resale, division or distribution thereof.
                

            


    

     

    EXCEPTIONS
      (If
      exceptions provide details and attach additional pages if necessary)
      

    


    
      	 
	 


    

    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    PART
      TWO

    GENERAL
      INFORMATION

    TO
      BE COMPLETED BY EVERY PROSPECTIVE INVESTOR

    


    


    
      	
              1.

            	
              Name:

            	 
	 	
              (exact
                name as it should appear in the records of the Company and any
                registration statement in which you are a named “selling
                stockholder”)

            
	 	 	 
	
              2.

            	
              Address
                of record:

            	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 
	
              3.

            	
              Telephone
                

              number:

            	 	
               

              Fax:

            	 
	 	 	 
	
              4.

            	
              Social
                Security or

              Taxpayer
                ID number:

            	 


    

    


    
      	
              5.

            	
              Describe
                any preexisting business or personal relationship between the prospective
                investor and any director or officer of Beemer or the Company:

            


    

    


    
      	 
	 


    

     

    PART
      THREE

    INDIVIDUAL
      INVESTOR

    TO
      BE COMPLETED ONLY BY PROSPECTIVE INVESTORS WHO ARE
      INDIVIDUALS

    


    1. Select
      the representation provided below that applies: 

    


    
      	
              ___

            	
              (a)
                

            	
              My
                individual net worth, or joint net worth with my spouse, exceeds
                $1,000,000.

            
	 	 	 
	
              ___

            	
              (b)

            	
              My
                individual income (without my spouse) was in excess of $200,000 in
                each of
                the two most recent years or joint income with my spouse was in excess
                of
                $300,000 in each of those years, and I reasonably expect an income
                reaching the same income level in the current year. For purposes
                of this
                Investor Questionnaire, individual income means adjusted gross income,
                as
                reported for federal income tax purposes, less any income attributable
                to
                a spouse or to property owned by a spouse, increased by the following
                amounts (but not including any amounts attributable to a spouse or
                to
                property owned by 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 partnership, (iii) any deduction claimed for depletion,
                (iv)
                deductions for alimony paid, (v) amounts contributed to an IRA or
                Keogh
                retirement plan, and (vi) any amount by which income from long-term
                capital gains has been reduced in arriving at adjusted gross income
                pursuant to the provisions of Section 1202 of the Internal Revenue
                Code.

            


    

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
      	
              2.

            	
              Educational
                background of prospective investor:

            


    

    


    
      	 


    

    


    
      	
              3.

            	
              Professional
                licenses or registrations, including bar admissions, accounting
                certification, real estate brokerage licenses, and SEC or state
                broker-dealer registrations:

            


    

    


    
      	 


    

    


    
      	
              4.

            	
              Employment,
                during the past five years (and the inclusive dates of
                each):

            


    

    


    
      	
              Employment/
                Occupation:

            	 
	 	 
	
              Nature
                of Responsibility:

            	 
	 	 
	
              From
                - To:

            	 


    

    


    
      	
              Employment/
                Occupation:

            	 
	 	 
	
              Nature
                of Responsibility:

            	 
	 	 
	
              From
                - To:

            	 


    

    


    
      	
              Employment/
                Occupation:

            	 
	 	 
	
              Nature
                of Responsibility:

            	 
	 	 
	
              From
                - To:

            	 


    

    


    
      	
              Employment/
                Occupation:

            	 
	 	 
	
              Nature
                of Responsibility:

            	 
	 	 
	
              From
                - To:

            	 


    

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      	
              5.

            	
              The
                prospective investor has previously purchased securities sold in
                reliance
                on the exemption from registration under the Securities Act provided
                by
                Regulation D: 

            


    

    


    
      	
              Yes

            	 	 	
              No

            	 


    

    


    
      	
              6.

            	
              Investor’s
                investment objectives:

            


    

    


    
      	 	
              Income

            	 	
              Other,
                please state:

            	 
	 	
              Appreciation

            	 	 	 


    

    


    
      	
              7.

            	
              Prior
                investments made by prospective investor which evidence prospective
                investors investing experience in transactions similar to this offering:
                

            


    

    


    
      	
              Nature
                of Investment:

            	 
	 	 
	
              Amount
                Invested:

            	 


    

    


    
      	
              Nature
                of

              Investment:

            	 
	 	 
	
              Amount
                Invested:

            	 


    

    


    
      	
              Nature
                of Investment:

            	 
	 	 
	
              Amount
                Invested:

            	 


    

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    PART
      FOUR

    CORPORATE
      INVESTOR

    TO
      BE COMPLETED BY PROSPECTIVE INVESTORS 

    WHO
      ARE CORPORATIONS (AND OTHER ENTITIES)

    


    


    
      	
              1.  Type
                of organization (partnership, corporation, etc.):

            	 
	 	 
	
              2.  Date
                and State of organization:

            	 
	 	 
	
              3.  Select
                the representation provided below that applies:

            	 


    

    


    
      	
            	(a)	
              (___)
                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 acting in either an individual or fiduciary
                capacity; 

            


      	 	 	 


      	 	 	(___) a broker or dealer registered
              pursuant
              to Section 15 of the Securities and Exchange Act of
              1934;  


      	 	 	 


      	 	 	(___) a Small Business Investment Company
              licensed by the U. S. Small Business Administration under Section 301(c)
              or (d) of the Small Business Investment Act of
              1958;  


      	 	 	 


      	 	 	(___) 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;
              or 


      	 	 	 


      	 	 	(___) an insurance company as defined
              in
              Section 2(13) of the Securities
              Act; 


    

     

    
      	
            	(b)	
              (___)
                a private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of
                1940;

            


    

     

    
      	
            	(c)	
              (___)
                a corporation, partnership, limited liability company, Massachusetts
                or
                similar business trust, or an organization described in Section 501(c)(3)
                of the Internal Revenue Code, not formed for the specific purpose
                of
                acquiring the securities offered with total assets in excess of
                $5,000,000;

            


    

     

    
      	
            	(d)	
              (___)
                any trust, with total assets in excess of $5,000,000, not formed
                for the
                specific purpose of acquiring the securities offered, whose purchase
                is
                directed by a "sophisticated person" as such term is described in
                Rule
                506(b)(2)(ii) of Regulation D;

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	 	
              (e)
                

            	
              (___)
                an employee benefit plan within the meaning of the Employee Retirement
                Income Security Act of 1974 with investment decisions made by a plan
                fiduciary, as defined in Section 3(21) of such act, which is a bank,
                an
                insurance company, a savings and loan association, or a registered
                investment advisor; 

            


      	 	 	 


      	 	 	(___) an employee benefit plan with total assets
              in
              excess of $5,000,000; or 


      	 	 	 


      	 	 	(___) an employee benefit plan that is a self-directed
              plan (such as a self-directed individual retirement account, Keogh
              or SEP
              plan) with investment decisions made solely by persons that are
              “accredited investors”
              as
              such term is defined in Rule 501(a) of Regulation D;
              or 


    

     

    
      	
            	(f)	
              (___)
                an entity in which all of the equity owners are “accredited investors” as
                such term is defined in Rule 501(a) of Regulation D. Note: prospective
                investor must submit an individual Investor Questionnaire for each
                equity
                owner.

            


    

    


    
      	
              List
                all equity owners of the entity:

            
	 	 	 
	 	 	 
	 	 	 


    

    


    
      	
              4.

            	
              Attach
                a copy of the following documents of the prospective investor’s: (a)
                Articles of Incorporation, Certificate of Incorporation, or other
                applicable formation document and (b) consent or resolutions of the
                prospective investor’s Board of Directors, or other applicable document,
                authorizing the investment by the organization in the Securities
                and
                providing the signatory hereto authority to execute on behalf of
                the
                prospective investor. 

            


    

    


    


    PART
      FIVE

    REGISTRATION
      STATEMENT INFORMATION

    TO
      BE COMPLETED BY EVERY PROSPECTIVE INVESTOR

     

    
      	
              1.

            	
              Are
                you, or is your organization, a broker-dealer registered under Section
                15
                of the Securities Exchange Act of
                1934?

            


    

     

    
                              YES                NO



    2. Are
      you,
      or is your organization, an affiliate of a broker-dealer?

    


                            YES                NO

    


    If
      the
      answer is yes, please explain the nature of any such relationship:



    
      	 	 


      	 	 


      	 	 


      	 	 


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
      	
              3.

            	
              Have
                you had any position, office or other material relationship, or has
                your
                organization has any material relationship, within the past three
                years
                with the Company or its affiliates?

            


    

    


                            YES                NO

    If
      the
      answer is yes, please explain the nature of any such relationship: 

    
      	
            	 


      	 	 


      	 	 


      	 	 


       

    

     

    
      	
              4.

            	
              Please
                describe all other securities of the Company that you beneficially
                own or
                that your organization beneficially
                owns.

            


    

    
      	
            	 


      	 	 


      	 	 


      	 	 


    

     

    
      	
              5.

            	
              Have
                you made or are you aware of any arrangements relating to the distribution
                of the shares of the Company’s Common Stock under any registration
                statement?

            


    

    


                            YES                NO

    If
      the
      answer is yes, please describe the nature and amount of such arrangements:
      

    
      	
            	 


      	 	 


      	 	 


      	 	 


       

    

    
      	
              6.

            	
              If
                investing as an entity, please list all natural persons with the
                power to
                vote or dispose of the shares Common Stock underlying the Units being
                purchased.

            


    

    
      	
            	 


      	 	 


      	 	 


      	 	 


    

     

    PART
      SIX

    REPRESENTATIONS
      AND WARRANTIES

    TO
      BE COMPLETED BY EVERY PROSPECTIVE INVESTOR

     

    
      	
              1.

            	
              The
                undersigned understands and acknowledges that Beemer and the Company
                will
                be relying on the accuracy and completeness of the information provided
                by
                the prospective investor in this Investor Questionnaire and the
                undersigned represents and warrants to Beemer and the Company as
                follows:

            


    

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    
      	 	
              (a)

            	
              The
                information is complete and correct and may be relied upon by Beemer
                and
                the Company in determining whether the offer and sale of Securities
                in
                this offering in which the undersigned proposes to participate is
                exempt
                from the registration requirements of the Securities
                Act;

            


    

     

    
      	 	
              (b)

            	
              The
                undersigned will notify Beemer and the Company immediately of any
                material
                change in any information provided by the prospective investor in
                this
                Investor Questionnaire occurring prior to the completion of the Offering;
                and

            


    

     

    
      	 	
              (c)

            	
              The
                undersigned has adequate means of providing for the undersigned’s current
                needs and personal contingencies, has no need for liquidity in its
                investment in the Securities, and is able to bear the economic risk
                of an
                investment the undersigned in the Securities of the size contemplated
                by
                the prospective investor. In making this statement, the undersigned
                represents that at the present time has sufficient means to provide
                for
                its needs in the event of a complete loss of such
                investment.

            


    

     

    IN
      WITNESS WHEREOF, the undersigned prospective investor has executed this Investor
      Questionnaire this ___ day of __________, 2006.

     

    INDIVIDUALS:   ENTITIES:

    
      	 	 	 
	 	 	 
	
              Print
                Name

            	 	
              Print
                Name of Entity 

            
	 	 	 
	 	 	 
	 	 	 
	
              Signature

            	 	
              Print
                Name of Authorized Signatory

            
	 	 	 
	 	 	 
	 	 	
              Signature
                of Authorized Signatory 

            
	 	 	 
	
              Signature
                (if Joint Tenants

              or
                Tenants in Common)

            	 	
              Capacity
                in which Authorized Signatory has Signed on Behalf of
                Entity

            
	 	 	 	 


    

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    SUPPLEMENT
      TO INVESTOR QUESTIONNAIRE

    TO
      BE COMPLETED BY CANADIAN INVESTORS

    


    I
      understand that there may be an opportunity to invest in units of the Company’s
      securities consisting of shares of the Company’s common stock, $0.0001 par value
      per share and warrants to acquire common stock (the “Securities”
or
      “Units”)
      issued
      by Alternative Energy Sources, Inc. (the “Issuer”),
      and I
      consent to Canaccord Capital Corporation (“Canaccord”)
      providing me with information with respect to this opportunity.


    


    I
      understand that Canaccord will be paid a finder’s fee of 5% of the gross
      proceeds raised as a result of the introduction. I understand that in making
      this introduction Canaccord is not in any way representing that it recommends
      to
      me the Issuer or an investment in its Securities. I understand that Canaccord
      has not made any assessment of the suitability for me of an investment in
      Securities of the Issuer.

    


    I
      understand that Canaccord has only made limited investigations into the business
      or affairs of the Issuer and has conducted limited “due diligence” in connection
      with any offering of securities of the Issuer. I understand that the proceeds
      from the sale of the Securities will be utilized by the Issuer in connection
      with its contemplated merger (the “Merger”)
      with
      Beemer Energy, Inc. (“Beemer”),
      and
      that all funds I invest will be returned to me if the Merger is not consummated.
      

    


    I
      understand that the Issuer is a corporation based in the United States and
      therefore, U.S. securities laws will impose hold periods on the Securities
      I
      purchase. I understand that I may not resell or otherwise dispose of the
      Securities I purchase unless the Securities are subsequently registered under
      the U.S. Securities Act of 1933, of which there is no guarantee, or unless
      the
      Issuer receives an opinion of legal counsel that an exemption from registration
      is available. I also acknowledge that the Issuer is not a “reporting issuer” in
      Canada and under Canadian law, I will not be able to resell the Securities,
      unless a prospectus is filed with the relevant securities commissions or an
      exemption to the prospectus requirement is available at the time of resale.
      Therefore, I acknowledge that I may not be able to resell the Securities in
      a
      timely manner. 

    


    I
      further
      understand that the Issuer requires that I will not engage in any short sale
      or
      any hedging transactions with respect to the Securities of the Issuer for a
      period of up to three years from the issuance of the Securities.

    


    I
      acknowledge that Canaccord and its investment advisors have not provided me
      with
      any information or made any representations about the Issuer. I acknowledge
      that
      I must make my own investigations. 

    


    I
      acknowledge that this is a risky investment, and that I could lose all the
      money
      I invest. However, I have assumed full responsibility for making a risk
      assessment and I am investing entirely at my own risk.

    


    I
      further
      acknowledge that the Issuer may disclose personal information about me to
      securities regulatory authorities. The securities regulatory authorities may
      indirectly collect the personal information under the authority granted to
      them
      by securities legislation and the collection is for the purposes of the
      administration and enforcement of the securities legislation of the jurisdiction
      of each such regulatory authority. 

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    I
      understand that my subscription for the Issuer’s Securities is being made under
      an exemption to the prospectus requirements contained in Canadian securities
      legislation, in particular the “accredited investor” exemption found in National
      Instrument 45-106 Prospectus
      and Registration Exemptions.
      As
      such, I represent and warrant to the Issuer and Canaccord that I satisfy at
      least one of the following categories, indicated by my initial:

    


    
      	
              ____________

            	
              An
                individual whose net income before taxes exceeded CDN $200,000 in
                each of
                the two most recent calendar years or whose net income before taxes
                combined with that of a spouse exceeded CDN $300,000 in each of the
                two
                most recent calendar years and who, in either case, reasonably expects
                to
                exceed that net income level in the current calendar
                year

            
	
              ____________

            	
              an
                individual who, either alone or with a spouse, beneficially owns,
                directly
                or indirectly, financial assets having an aggregate realizable value
                that
                before taxes, but net of any related liabilities, exceeds CDN
                $1,000,000

            
	
              ____________

            	
              an
                individual who, either alone or with a spouse, has net assets of
                at least
                CDN $5,000,000

            
	
              ____________

            	
              a
                person, other than an individual or investment fund, that has net
                assets
                of at least CDN $5,000,000 as shown on its most recently prepared
                financial statements

            
	
              ____________

            	
              a
                registered charity under the Income
                Tax Act
                (Canada) that, in regard to the trade, has obtained advice from an
                eligibility adviser or an adviser registered under the securities
                legislation of the jurisdiction of the registered charity to give
                advice
                on the securities being traded

            
	
              ____________

            	
              a
                person in respect of which all of the owners of interests, direct,
                indirect or beneficial, except the voting securities required by
                law to be
                owned by directors, are persons that are accredited
                investors

            


    

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    By
      signing below, I confirm that I have read and understood the statements above
      and I agree to the representations and warranties above.

    


    


    


    Dated
      _____________, ____ 2006.

    


    INDIVIDUALS:   ENTITIES:

    
      	 	 	 
	 	 	 
	
              Print
                Name

            	 	
              Print
                Name of Entity 

            
	 	 	 
	 	 	 
	 	 	 
	
              Signature

            	 	
              Print
                Name of Authorized Signatory

            
	 	 	 
	 	 	 
	 	 	
              Signature
                of Authorized Signatory

            
	 	 	 
	 	 	 
	 	
              Capacity
                in which Authorized Signatory has Signed on Behalf of
                Entity

            


    

    


     

    For
      the
      purposes of this Supplement:

     

    
      	(a)	
              “accredited
                investor” means a person who meets the criteria in any of the above
                categories;

            


    

     

    
      	(b)	
              “eligibility
                adviser” means

            


    

     

    
      	
            	(i)	
              person
                that is registered as an investment dealer or in an equivalent category
                of
                registration under the securities legislation of the jurisdiction
                of a
                purchaser and authorized to give advice with respect to the type
                of
                security being a distributed; and

            


    

     

    
      	
            	(ii)	
              in
                Saskatchewan or Manitoba, also means a lawyer who is a practicing
                member
                in good standing with a law society of a jurisdiction of Canada or
                a
                public accountant who is a member in good standing of an institute
                or
                association of chartered accountants, certified general accountants
                or
                certified management accountants in a jurisdiction of Canada provided
                that
                the lawyer or public accountant must not:


            


    

     

    
      	
            	(A)	
              a
                professional, business or personal relationship with the issuer,
                or any of
                its directors, executive officers, founders or control persons, and
                have

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    
      	
            	(B)	
              acted
                for or been retained personally or otherwise as an employee, executive
                officer, director, associate or partner of a person that has acted
                for or
                been retained by the issuer or any of its directors, executive officers,
                founders or have control persons within the previous 12
                months;

            


    

     

    
      	(c)	
              “financial
                assets” means

            


    

     

    
      	
            	(i)	
              cash,

            


    

    
      	
            	(ii)	
              securities,
                or

            


    

    
      	
            	(iii)	
              a
                contract of insurance, a deposit or an evidence of a deposit that
                is not a
                security for the purposes of securities
                legislation;

            


    

     

    
      	(d)	
              “person”
                includes

            


    

     

    
      	
            	(i)	
              an
                individual;

            


    

    
      	
            	(ii)	
              a
                corporation;

            


    

    
      	
            	(iii)	
              a
                partnership, trust, fund and an association, syndicate, organization
                or
                other organized group of persons, whether incorporated or not;
                and

            


    

    
      	
            	(iv)	
              an
                individual or other person in that person’s capacity as a trustee,
                executor, administrator or personal or other legal
                representative;

            


    

     

    
      	(e)	
              “personal
                information” means any information about an identifiable individual, and
                includes information provided in the subscription agreement to be
                entered
                into with the Issuer;

            


    

     

    
      	(f)	
              “related
                liabilities” means

            


    

     

    
      	
            	(i)	
              liabilities
                incurred or assumed for the purpose of financing the acquisition
                or
                ownership of financial assets, or

            


    

    
      	
            	(ii)	
              liabilities
                that are secured by financial
                assets;

            


    

     

    
      	(g)	
              “spouse”
                means, an individual who,

            


    

     

    
      	
            	(i)	
              is
                married to another individual and is not living separate and apart
                within
                the meaning of the Divorce
                Act
                (Canada), from the other
                individual,

            


    

    
      	
            	(ii)	
              is
                living with another individual in a marriage-like relationship, including
                a marriage-like relationship between individuals of the same gender,
                or

            


    

    
      	
            	(iii)	
              in
                Alberta, is an individual referred to in paragraph (i) or (ii), or
                is an
                adult interdependent partner within the meaning of the Adult
                Interdependent Relationships Act (Alberta).

            


    

     

    
      
        
        

      

      30