exv10w3



 






EXHIBIT 10.3




BLISS ESSENTIALS CORP.




SUBSCRIPTION AGREEMENT




Bliss Essentials Corp.

c/o Randolf W. Katz

2020 Main Street, Suite 600

Irvine, California 92614



Dear Mr. Katz:



     The undersigned hereby subscribes to purchase _______________shares (the “Shares”) of Common Stock of
Bliss Essentials Corp., a Nevada corporation (the “Company”), in accordance with the following
paragraphs. This subscription may be rejected in whole or in part by the Company, in its their
sole and absolute discretion for any cause or for no cause. Any questions regarding this document
or the investment described herein should be directed to Randolf W. Katz, 2020 Main Street, Suite
600, Irvine, California 92614, (949) 223-7103 .



          1. Purchase. Subject to the terms and conditions hereof, the undersigned hereby
irrevocably agrees to purchase _______________Shares at $3.00 per Share for a total purchase price of
$_______________, and tenders such purchase price by means of a check (cashiers, certified, or
personal), money order, or wire transfer made payable to: “Bryan Cave LLP Client Trust Account, as
Escrow Agent for Bliss Essentials Corp.”




          2. Representations and Warranties of the Undersigned. The undersigned hereby makes
the following representations and warranties to the Company, and the undersigned agrees to
indemnify, hold harmless, and pay all judgments of the claims against the Company for any liability
or injury, including, but not limited to, that arising under federal or state securities laws,
incurred as a result of any misrepresentation herein or any warranties made by the undersigned.





	          	(a)  	The undersigned is the sole and true party in interest and is
not purchasing for the benefit of any other person;
	 
	 	(b)  	The undersigned confirms receipt and careful review of all
written material provided by, or on behalf of, the Company in respect of its
business and prospects, the pending transaction with Clearant, Inc.
(“Clearant”), and all information provided by Clearant to its shareholders and
the undersigned in respect of its business and prospects, including all
attachments and exhibits thereto. The undersigned understands that all books,
records, and documents of the Company relating to this investment have been and
remain available for inspection by the undersigned upon reasonable notice. The
undersigned confirms that all documents requested by the undersigned have been
made available, and that the undersigned has been supplied with all of the
additional information concerning this investment that has been requested. The
undersigned confirms that he has obtained sufficient information, in his
judgment or that of his independent




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	          	   	purchaser representative, if any, to evaluate the merits and risks of this
investment. The undersigned confirms that he has had the opportunity to
obtain such independent legal and tax advice and financial planning services
as the undersigned has deemed appropriate prior to making a decision to
subscribe for the Shares. In making a decision to purchase the Shares, the
undersigned has relied exclusively upon his experience and judgment, or that
of his purchaser representative, if any, upon such independent
investigations as he, or they, deemed appropriate, and upon information
provided by the Company in writing or found in the books, records, or
documents of the Company;
	 
	 	(c)  	The undersigned has such knowledge and experience in financial
and business matters that the undersigned is capable of an evaluation of the
merits and risks of this investment;
	 
	 	(d)  	The undersigned is aware that an investment in the Company is
highly speculative and subject to substantial risks. The undersigned is
capable of bearing the high degree of economic risk and burdens of this
venture, including, but not limited to, the possibility of a complete loss, the
lack of a sustained and orderly public market, and limited transferability of
Securities, which may make the liquidation of this investment impossible for
the indefinite future;
	 
	 	(e)  	The offer to sell the Shares was directly communicated to the
undersigned by such a manner that the undersigned, or his purchaser
representative, if any, was able to ask questions of and receive answers from
the Company or a person acting on its behalf concerning the terms and
conditions of this transaction. At no time, except in connection and
concurrently with such communicated offer, was the undersigned presented with
or solicited by or through any leaflet, public promotional meeting, television
advertisement, or any other form of general advertising;
	 
	 	(f)  	The Shares are being acquired solely for the undersigned’s own
account, for investment, and are not being purchased with a view to resale,
distribution, subdivision, or fractionalization thereof;
	 
	 	(g)  	The undersigned understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws, in reliance upon exemptions from regulation for
non–public offerings. The undersigned understands that the Shares or any
interest therein may not be, and agrees that the Shares or any interest therein
will not be, resold or otherwise disposed of by the undersigned unless the
Shares are subsequently registered under the Securities Act and under
appropriate state securities laws or unless the Company receive an opinion of
counsel satisfactory to it that an exemption from registration is available;




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	          	(h)  	The undersigned has been informed of and understands the following:






	                      	(1)  	There are substantial restrictions on the
transferability of the Shares;
	 
	          	(2)  	No federal or state agency has made any finding
or determination as to the fairness for public investment, nor any
recommendation nor endorsement, of the Shares;






	           	(i)  	None of the following information has ever been represented,
guaranteed, or warranted to the undersigned, expressly or by implication by any
broker, the Company, or agent or employee of the foregoing, or by any other
person:






	                     	(1)  	The approximate or exact length of time that
the undersigned will be required to remain as a holder of the Shares;
	 
	 	(2)  	The amount of consideration, profit, or loss to
be realized, if any, as a result of an investment in the Company;
	 
	 	(3)  	That the past performance or experience of the
Company, its officers, directors, associates, agents, affiliates, or
employees or any other person will in any way indicate or predict
economic results in connection with the plan of operations of the
Company or the return on the investment;






	          	(j)  	The undersigned has not distributed any information relating to
this investment to anyone other than his purchaser representative, if any, and
no other person except such personal representative and the undersigned has
used this information;
	 
	 	(k)  	The undersigned hereby agrees to indemnify the Company and to
hold it harmless from and against any and all liability, damage, cost, or
expense, including its attorneys’ fees and costs, incurred on account of or
arising out of:






	                     	(1)  	Any material inaccuracy in the declarations,
representations, and warranties hereinabove set forth;
	 
	 	(2)  	The disposition of the Shares or any part
thereof by the undersigned, contrary to the foregoing declarations,
representations, and warranties;
	 
	 	(3)  	Any action, suit, or proceeding based upon:






	                                    	(i)  	the claim that said declarations,
representations, or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the
Company; or




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	                                    	(ii)  	the disposition of the Shares or
any part thereof.





          4. Transferability. The undersigned agrees not to transfer or assign the obligations
or duties contained in this Subscription Agreement or any of the undersigned’s interest herein
except to a subsidiary or affiliate of the undersigned. The undersigned agrees not to sell,
transfer, or assign any of its right, title, and interest in and to the Shares except to a
subsidiary or affiliate of the undersigned.




          5. Accredited Investor. The undersigned is an “accredited investor,” as that term is
defined in Rule 501(c) of Regulation D promulgated under the Securities Act.




          6. Understandings of the Purchaser. The undersigned acknowledges, understands, and
agrees that:





	          	(a)  	The Company reserves the right to reject all or any part of
this subscription in their sole and absolute discretion for any cause or for no
cause;
	 
	 	(b)  	The undersigned will be promptly notified by the Company
whether this subscription has been accepted, either in whole or in part, and if
not accepted in whole, agrees to accept the return of a proportionate part of
the funds tendered to the Company as a refund or a return, and in either case
without interest thereon or deduction therefrom; and
	 
	 	(c)  	The Shares shall be deemed issued and owned by the undersigned
upon the Company’s receipt of the purchase price therefor and its acceptance
thereof.





          7. State Securities Laws. The offering and sale of the Shares is intended to be
exempt from qualification under the securities laws of Nevada and _______________ [list any other
state].




          8. Regulation D. Notwithstanding anything herein to the contrary, every person or
entity who, in addition to or in lieu of the undersigned, is deemed to be a “purchaser” pursuant to
Regulation D promulgated under the Securities Act or any state law, does hereby make and join in
making all of the covenants, representations, and warranties made by the undersigned.




          9. Acceptance. Execution and delivery of this Subscription Agreement shall constitute
an irrevocable offer to purchase the Shares indicated, which offer may be accepted or rejected in
whole or in part by the Company in its sole and absolute discretion for any cause or for no cause.
Acceptance of this offer by the Company shall be indicated by its execution hereof.




          10. Binding Agreement. The undersigned agrees that the undersigned may 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 and shall be binding upon the heirs, successors, assigns, executors, administrators,
guardians, conservators, or personal representatives of the undersigned.




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          11. Choice of Law; Forum. Notwithstanding the place where this Subscription Agreement
or any counterpart hereof may be executed by any of the parties hereto, the parties expressly agree
that all the terms and provisions hereof shall be construed under the laws of the State of Nevada
and that any actions related hereto shall be brought in a court of competent jurisdiction located
in the County of Clark, State of Nevada.




     IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set
forth on the signature page.



     The undersigned desires to take title in the Shares as an _______________[individual,
trust, partnership, corporation]. The exact spelling of name(s) under which title to the Shares
shall be taken, and the exact location for delivery of the Shares, is (please print):




			
	Name(s) 	 

	 	 
	(address) 	 

	 	 
	  	 

	 	 
	  	 







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SUBSCRIPTION AGREEMENT




SIGNATURE PAGE




Purchase Price subscribed: $_______________ Number of Shares subscribed: _________________



 


 


           Name of Purchaser(s) (Please print or type)




	 
	Signature

	 
	Signature





Social Security/Tax Identification Number: ________________________




			
	Mailing Address: 	 

	 	 
	  	 

	 	 
	  	 

	 	 
	  	 





Executed at __________________, this __________day of March, 2005.

                              (location)



SUBSCRIPTION ACCEPTED:


	 	 	 	 	 
	BLISS ESSENTIALS CORP.

 	 
	By:  	 	 
	 	[                          ], Authorized Signatory 	 
	 	 	 
	 




DATE: March [   ], 2005




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