EX 10.1


    EXHIBIT
      10.1

    


    


    SUBSCRIPTION
      AGREEMENT

    


    


    This
      Subscription Agreement (this "Agreement") by and between METALLINE MINING
      COMPANY, a Nevada corporation (the "Corporation"), and
      ________________________________ (the "Subscriber ") is effective as of the
      date
      of the Corporation's acceptance of this Agreement as set forth
      below.

    


    RECITALS:

    


    Whereas,
      the Corporation desires to sell to the Subscriber, and the Subscriber desires
      to
      purchase from the Corporation, shares of the Corporation's common stock in
      accordance with the terms and conditions set forth herein:

    


    Now,
      therefore, in consideration of the mutual covenants and agreements contained
      herein, together with other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:

    


    1. Subscription
      for Securities.
      The
      Subscriber hereby subscribes for ________ shares of common stock, par value
      $.01
      per share, of the Corporation. For each share purchased pursuant to this
      Agreement, the purchaser will also receive a warrant to purchase one share
      of
      the Company's common stock at an exercise price of $1.25 per share (the
      "Warrants" and, together with the shares, the "Securities"), at a price of
      $0.80
      per share for an aggregate purchase price of _____________________________
      Dollars ($____________).

    


    2. Acceptance
      of Subscription.
      This
      Agreement is not effective until the Corporation has received full payment
      of
      the aggregate purchase price and accepted this Agreement. This Agreement may
      be
      rejected in whole or in part at the sole discretion of the Corporation.


    


    3. Representations
      and Warranties of the Subscriber.
      The
      Subscriber understands that the offering and sale of the Securities is intended
      to be exempt from registration under the Securities Act of 1933, as amended
      (the
      "Securities Act"), by virtue of Sections 4(2) and 4(6) of the Act and Regulation
      D promulgated under the Act, as well as other exemptions that may be available.
      The Subscriber understands that the Corporation will rely on the Subscriber's
      representations and warranties herein to secure said exemptions. Accordingly,
      the Subscriber represents and warrants to the Corporation as
      follows:

    


    (a) The
      Subscriber is an "Accredited Investor" as defined under Rule 501(a) of the
      Securities Act by virtue of the fact that the Subscriber (check applicable
      boxes):

    


    (i) [
      ] is
      a
      director or executive officer of the Corporation;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (ii) [
      ] is
      a
      natural person who has an individual net worth, or joint net worth with his
      or
      her spouse, at the time of the purchase exceeding $1,000,000. As used in this
      subparagraph, "net worth" means total tangible assets as currently valued less
      total liabilities;

    


    (iii) [
      ] is
      a
      natural person who had individual income in excess of $200,000 in each of the
      two most recent years or joint income with his or her spouse in excess of
      $300,000 in each of those years and has a reasonable expectation of reaching
      the
      same income level in the current year;

    


    (iv)
       [
      ] is
      an
      entity in which all of the equity owners are Accredited Investors;

    


    (v) [
      ] is
      a
      trust (1) not formed for the specific purpose of acquiring the Securities,
      (2)
      having total assets in excess of $5,000,000, and (3) whose purchase of the
      Securities is directed by a sophisticated person (as described in
      Rule 506(b)(2)(ii) under the Act);

    


    (vi) [
      ] is
      a
      bank, savings and loan association or other institution as defined in Section
      3(a)(5)(A) of the Securities Act, whether acting in its individual capacity
      or
      as a fiduciary;

    


    (vii) [
      ] is
      a
      broker or dealer registered pursuant to the Securities Exchange Act of 1934,
      as
      amended;

    


    (viii) [
      ] is
      an
      insurance company, as defined in the Securities Act; 

    


    (ix) [
      ] is
      an
      investment company registered under the Investment Company Act of 1940, as
      amended, or as a business development company as defined by that
      Act;

    


    (x) [
      ] is
      a
      Small Business Investment Company licensed by the United States Small Business
      Administration;

    


    (xi) [
      ] is
      a plan
      established and maintained by a state, its political subdivisions, or an agency
      or instrumentality of a state or its political subdivisions for the benefit
      of
      its employees, which has total assets in excess of $5 million;

    


    (xii) [
      ] is
      an
      employee benefit plan within the meaning of the Employee Retirement Income
      Security Act of 1974, as amended ("ERISA"), if the investment decision is to
      be
      made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either
      a bank, savings and loan association, an insurance company, or a registered
      investment advisor, or if the employee benefit plan has total assets in excess
      of $5 million; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (xiii) [
      ] is
      a
      self-directed employee benefit plan with (1) a net worth in excess of $5
      million, and (2) whose investment decisions are made by, and solely for the
      benefit of, persons that are accredited investors;

    


    (xiv) [
      ] is
      a
      private business development company, as defined in the Investment Advisors
      Act
      of 1940, as amended; or

    


    (xv) [
      ] is
      a
      tax-exempt organization (under Section 501(c)(3) of the Internal Revenue Code
      of
      1986, as amended), corporation, Massachusetts or similar business trust, or
      partnership (1) not formed for the specific purpose of acquiring the Securities
      and (ii) having total assets in excess of $5,000,000.

     

    (b) The
      Corporation has made available to the Subscriber all documents that the
      Subscriber has requested, and the Subscriber has requested all documents and
      other information that the Subscriber has deemed necessary to consider, relating
      to this investment in the Corporation and the Corporation has provided answers
      to all questions concerning the offering and an investment in the
      Corporation.

    


    (c) The
      Securities are being purchased for investment purposes only, for the
      Subscriber's own account, and not with a view to distribution or resale thereof
      in any manner within the meaning of the Securities Act. The Subscriber will
      not
      take or cause to be taken any action that will cause the Subscriber or the
      Corporation to be deemed an “underwriter” of the Securities as that term is
      defined in Section 2(11) of the Securities Act.

    


    (d) The
      Subscriber understands that an investment in the Securities is highly
      speculative and subject to substantial risks. The Subscriber has such knowledge
      and experience in financial and business matters that the Subscriber is capable
      of evaluating the merits and risks of an investment in the
      Securities.

    


    (e) The
      Subscriber is capable of bearing the risk of the loss of the entire investment
      in the Securities. The Subscriber has an adequate net worth and means of
      providing for current needs and contingencies notwithstanding the loss of an
      investment in the Securities.

    


    (f) The
      Subscriber understands that the Securities are not and will not be registered
      under the Securities Act or any state securities laws and are being offered
      in
      reliance upon exemptions from registration thereunder. Accordingly, the
      Subscriber understands that the Securities may not be sold, distributed,
      assigned, offered, pledged or otherwise transferred unless they are subsequently
      registered under the Securities Act and under applicable state or foreign
      securities laws, or an exemption from such registration is available. The
      Subscriber understands that the Corporation is under no obligation to register
      the Securities or to assist the Subscriber in complying with any exemption
      from
      such registration. The Subscriber further understands that the Corporation
      is
      not registered as an investment corporation under the Investment Corporation
      Act
      of 1940, as amended ("Investment Corporation Act"), in reliance upon an
      exemption from such registration.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (g) The
      Subscriber consents to the placement of a legend on any certificates
      representing the Securities, which legend shall be in form substantially as
      follows:

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE
      SECURITIES LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
      OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (a) THERE IS AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
      COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (b) THE ISSUER
      RECEIVES A SATISFACTORY OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE
      SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE ISSUER) STATING THAT SUCH
      TRANSACTION IS EXEMPT FROM REGISTRATION.

    


    (h) The
      Subscriber understands that no federal or state agency has passed upon the
      Securities or made any finding or determination as to the merits or fairness
      of
      this transaction.

    


    (i) The
      Subscriber is a resident of the state indicated in Section 4 hereof and, if
      an
      individual, has reached the age of majority according to the laws of that state.
      If the Subscriber is a corporation, partnership, or other entity, the Subscriber
      and the individual representative of the Subscriber who is executing this
      Agreement each hereby represent and warrant that the purchase of the Securities
      pursuant to this Agreement has been duly authorized by all necessary corporate,
      partnership, or other action; that such individual is duly authorized to bind
      the Subscriber to this Agreement; and that the Subscriber was not organized
      for
      the purpose of investing in the Corporation.

    


    (j) No
      representations or warranties have been made to Subscriber by the Corporation,
      or any officer, employee, agent or affiliate of any of them.

    


    (k) These
      representations and warranties are true and accurate as of the date of this
      Agreement and shall be true and accurate as of the date of delivery of the
      subscription price, and shall survive such delivery. If in any respect, such
      representations and warranties shall not be true and accurate prior to the
      issuance of Securities to the Subscriber, the Subscriber shall give immediate
      written notice of such fact to the Corporation specifying which representations
      and warranties are not true and accurate and in what respects they are not
      accurate.

    


    4. Indemnity.
      The
      Subscriber agrees to indemnify and hold harmless the Corporation and its
      affiliates from and against any and all loss, liability, claim, damage, cost
      or
      expense incurred (including, without limitation, any and all expenses whatsoever
      reasonably incurred in investigating, preparing for or defending against any
      litigation commenced or threatened or any claim whatsoever) arising out of
      or
      based upon any false representation or warranty or breach or failure by the
      Subscriber herein or in any other document furnished by the Subscriber to the
      Corporation or any of its affiliates in connection with this
      transaction.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5. Notices.
      Any
      notices or other communications required or permitted hereby shall be sufficient
      if sent by registered or certified mail, postage prepaid, return receipt
      requested, to the following addresses:

    


    Corporation:

    Metalline
      Mining Company

    1330
      E.
      Margaret Ave.

    Coeur
      d'Alene, Idaho 83815

    ATTN:
      Merlin Bingham

    Subscriber:

    ________________________

    ________________________

    ________________________

    


    6. Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and to their respective representatives, successors and permitted
      assigns. The Subscriber shall not transfer or assign this Agreement without
      the
      prior written consent of the Corporation, and any attempted assignment without
      such consent will be void. 

    


    7. Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Idaho without regard to conflict of law principles and in accordance
      with the laws of the United States.

    


    8. Attorneys'
      Fees and Costs.
      In any
      action at law or equity to enforce or interpret any of the provisions or rights
      under this Agreement, the prevailing party shall be entitled to costs, expenses
      and reasonable attorneys' fees incurred therein, including, without limitation,
      such costs, expenses and fees on any appeal.

    


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

    


    10. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one instrument (any
      one
      or more of which may be by facsimile).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement as of the ___day
      of
      _________, 2005.

    


    SUBSCRIBER:    

    


    


    By:
      ______________________________

     

    ______________________________

    


    __________________________________ 

    Social
      Security or Federal I.D. Number

    


    Address:  
      __________________________

    __________________________

    __________________________

    __________________________

    


    Payment
      Enclosed $ _________________

    


    


    


    Accepted
      as to _______________ Shares

    


    METALLINE
      MINING COMPANY

    


    


    By:
      _______________________________

    Merlin
      D.
      Bingham

    President

    


    Date:
      ______________________________