**SUBSCRIPTION
      AGREEMENT**




Dear
      Biogold Fuels Corporation:




1.  _____________________ hereby
      subscribes for ____________________ Shares
      of Common Stock (the “Shares”) of Biogold Fuels Corporation (the “Company”) at a
      purchase price of $0.50 per Share for a total purchase price of $ ______ (the
“Subscription Purchase Price”). The Subscription Purchase Price is deemed paid
      in cash at time of issuance of the Shares.




2.
      I
      understand that the Company reserves the right to reject, in whole or in part,
      any offer to subscribe, for any reason whatsoever, and that no subscription
      may
      be withdrawn once made.




3.
      I
      understand that once accepted by the Company, the proceeds will be used by
      the
      Company for general working capital, overhead and operating purposes. I further
      understand that no assurance can be given as to the Company’s ability to access
      capital as and when required.




4.
      I
      represent that: (a) my commitment to all investments is reasonable in relation
      to my net worth; (b) I have the requisite knowledge or have relied upon the
      advice of my own counsel, accountants or others, each of whom qualifies as
      an
      Investor Representative with regard to all of the considerations involved in
      making this subscription; (c) I will be acquiring the Shares of the Company
      for
      investment and not with a view for resale or distribution of the Shares; (d)
      I
      am aware that the right to transfer the Shares is restricted in accordance
      with
      state and federal securities laws; (e) I have the financial ability to bear
      the
      economic risk of the investment in the Company (including the complete loss
      of
      the entire investment), adequate means of providing for my current and
      anticipated needs and personal contingencies, and no need for liquidity with
      respect to my investment in the Company; (f) my overall commitment to
      investments which are not readily marketable is not disproportionate to my
      net
      worth and my investment in Shares of the Company will not cause such overall
      commitment to become excessive; (g) I am an “accredited investor” as defined in
      Regulation D promulgated under the Securities Act; (h) I acknowledge that the
      Company will require additional capital and financing and that it does not
      currently have a binding commitment for the required capital or financing;
      (i)
      the per-share purchase price of the shares of Shares was arbitrarily established
      by the Company without the benefit of independent appraisal and I may experience
      substantial dilution to my investment; (j) I understand that the Company may
      offer instruments to strategic investors which may be granted preferences and
      rights senior and superior to the shares of Shares; (k) I acknowledge that
      the
      Company’s shares of Common Stock are not trading over any recognized exchange or
      at all, and accordingly, the Shares being purchased hereunder are considered
      by
      me to be non-tradeable and illiquid and no assurance can be given as to when,
      if
      at all, its Shares will be traded; (l) additional capital will be required
      by
      the Company to implement its business objectives. The Company may be unable
      to
      raise such required capital on favorable or timely terms or at all; (m) if
      the
      Company can raise additional capital it will result in the sale of additional
      common or preferred stock of the Company, and will result in dilution to the
      interests of the subscriber hereunder.




5.
      I have
      relied upon my own independent investigation in connection with this
      subscription. I have had access to all the following information:







(a)
      All
      books and financial records of the Company and its subsidiary;




(b)
      All
      material contracts and documents relating to the Company and its subsidiary;




(c)
      All
      financial statements of the Company and its subsidiaries; and




(d)
      An
      opportunity to question each of the officers, directors, consultants and others
      affiliated with the Company and its subsidiaries.




6.
      I do
      not require a prospectus or full disclosure offering or private placement
      memorandum concerning the Company or its subsidiaries and I am relying upon
      my
      right of access to information and documents and right to ask questions in
      connection with the subscription hereunder.




7.
      By
      reason of my prior business and financial experience, I have the capacity to
      protect my own interest in connection with this subscription. The information
      set forth in this Subscription Agreement is accurate and complete in all
      respects. Furthermore, I am purchasing the Shares described in this Subscription
      Agreement with a view not to resale or otherwise distribute same, except in
      accordance with federal and state securities laws. I expressly represent that
      I
      am an “accredited investor” as defined by the rules and regulations under the
      Securities Act of 1933 and am a sophisticated and suitable investor for a
      development and early stage company, which is subject to a high degree of risk.




8.
      In the
      event that this subscription is accepted, in whole or in part, I request that
      the Certificates be registered in the name(s) printed below. Delivery will
      be
      made to the address printed below:




Subscriber
                Name:
              ***As
                it should appear on certificate***Subscriber
                Address:




ACCEPTANCE
                  OF SUBSCRIPTION
              Subscriber
                  SignatureBiogold
                  Fuels Corporation
              .Printed
                  Name:By:
              
              
              
              Title:Dated
              
              
              
              Dated