Exhibit 10.20

                             SUBSCRIPTION AGREEMENT
                             (Accredited Investor)

      This  Subscription   Agreement   ("Agreement")  is  entered  into  between
SiteWorks Inc US company (the "Company"), and the undersigned investor, ZONO PLC
(Investor"),  as of the date on the  Acceptance  of  Subscription  signed by the
Company.  If more that one person signs this Agreement as an investor,  then all
references to the Investor in this Agreement include the co-investor(s).

      1. Subscriptiona.  The  Investor  hereby irrevocably agrees to invest, via
the  purchase  of stock at 30 % discount  to the average bid price 7 days before
and  after  the sale  date of  shares,  over not more than a sis month (6) month
period, the guaranteed sum of $850,000.00 United States Dollars into the Company
on accordance with the Terms and Conditions of a Convertible Promissory Note, of
even date herewith, between the Company and the Investor.

      2. Approval;  Acceptance.  This Agreement will become  effective only upon
acceptance of the Agreement by the Company evidenced by the Company's  signature
below.  If this  Agreement is not approved and  accepted,  then the Company will
notify the Investor and return any funds the Investor may have  delivered to the
Company promptly after non-acceptance.

      3. Disclosure.  The Investor  acknowledges  that the Investor received and
carefully read the following documents (the "Disclosure Documents"):

      o The Company's financial reports for the period ending December 31, 2003.

      o The Offering  Package of which this  Agreement is a part,  including the
Memorandum summarizing the offering of Debentures and Shares, in the anticipated
parent  of the  Company  and the Risk  Factors  describing  some of the risks of
investing in the Company or such parent.

      o The business plan and financial projections.

The Investor also acknowledges and agrees that:

      o The Company has made  available to the  Investor,  or to the  Investor's
attorney,  accountant or  representative,  all other documents that the Investor
has requested;

      o The Investor has requested all documents and other  information that the
Investor has deemed necessary for making an investment in the Company;

      o The  Company  has  provided  answers  to all  questions  concerning  the
investment in the Company; and

      o The  Investor  has  carefully  considered  and has,  to the  extent  the
Investor  believes such  discussion  necessary,  discussed  with the  Investor's
professional  legal, tax and financial advisers the suitability of an investment
in the Company for the Investor's particular tax and financial situation.

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      4. Investor Status.  The Investor certifies that the Investor qualifies as
an  "Accredited  Investor" as defined in Regulation D of the  Securities  Act of
1933 because the Investor is:

___   A director or executive officer of the Company;

___   A natural person whose  individual net worth,  or joint net worth with the
      Investor's spouse, at the time of the purchase exceeds $1,000,000;

___   A natural  person who had an  individual  income in excess of  $200,000 in
      each of the two most recent  years,  or joint  income with the  Investor's
      spouse  in  excess  of  $300,000  in each of  those  years,  and who has a
      reasonable  expectation  of reaching  the same income level in the current
      year;

___   An entity that has assets of at least $5,000,000.

___   An entity in which all of the equity owners are accredited investors.

___   A trust,  with  total  assets in excess of  $5,000,000  not formed for the
      specific purpose of acquiring the Shares,  whose purchase is directed by a
      sophisticated person as described in Rule 506(b)(2)(ii) of Reg. D; or

      5. Other Securities  Issues.  The Investor  represents and warrants to the
Company that:

            5.1 Risk of Loss.  The  Investor  recognizes  that the Company has a
limited operating history, as described in the Disclosure Documents, and that an
investment in the Company  involves  substantial  risks that could result in the
loss  of the  Investor's  entire  investment.  The  Investor  is  able,  without
impairing the Investor's financial condition, to hold the equity interest of the
Company for an indefinite period and to suffer a complete loss of the Investor's
investment in the Company.

            5.2 Investment  Intent. The Investor certifies that it is making the
investment for Investor's own account and not on behalf of any other person, nor
with a view to, or for resale or other  distribution  of the equity  interest of
the Company which has been pledged as collateral.  The Investor is not acting as
a "broker" or "dealer" as those terms are defined in Section 3 of the Securities
Exchange Act of 1934, to the Securities.

      6.  Independent  Advice.  The  Investor  understands  that this  Agreement
contains  provisions  that  may  have  significant  legal,   financial  and  tax
consequences for the Investor.  The Investor  acknowledges  that the Company has
recommended that the Investor seek  independent  legal, tax and financial advice
before entering into this Agreement.

      7.  Confidentiality.   The  Investor  acknowledges  that  the  information
provided to the Investor  regarding the Company is  confidential  and non-public
and  agrees  that  all of the  information  will be kept  in  confidence  by the
Investor  and neither used to the  Investor's  personal  benefit  (other than in
connection with the Investor's  investment  decision) nor disclosed to any third
party. However, the Investor's obligation of nondisclosure does not apply to any
such information  that: (a) is part of the public knowledge or literature and is
readily  accessible  as of the  date  of  this  Agreement,  (b)  becomes  public
knowledge or literature and, hence,  readily accessible through  publication not
directly or indirectly  attributable  to the  Investor,  or (c) is received from
third   parties,   except  third   parties  who  disclose  it  in  violation  of
confidentiality agreements they may have with the Company.

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      8. General  Provisions.  This  Agreement  will be  enforced,  governed and
construed  exclusively  under the laws of Germany.  The  parties  consent to the
jurisdiction of and venue in any appropriate court in Germany. This Agreement is
binding upon the Investor,  the Investor's heirs, estate, legal representatives,
successors  and assigns,  and is for the benefit of the Company,  its successors
and assigns.  If any portion of this  Agreement is held to be invalid by a court
having jurisdiction,  the remaining terms of this Agreement shall remain in full
force and effect to the extent possible.  This Agreement  constitutes the entire
agreement of the parties,  and  supercedes all previous  agreements,  written or
oral, with regard to the Investor's  investment in the Company. Any agreement to
waive or modify any term of this  Agreement  must be in  writing  signed by both
parties.  This  Agreement  may be executed in two or more  counterparts,  all of
which shall constitute but one and the same instrument.

      9. Investor  Information.  The Investor certifies under penalty of perjury
that the  information  following the  Investor's  signature is correct as of the
date of the signature.

Executed as of the date first written above.

INVESTOR:

SITEWORKS ZONO PLC a UK company

Signature:
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Name:             Gerard Kamperveen
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Title:
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Residence Address:
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Daytime Telephone
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E-Mail Address:
                -------------------------------------------------------
Social Security or Tax Identification Number: 980423454

Date signed:
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CO-INVESTOR (if applicable):

Signature:
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Name:
      -----------------------------------------------------------------
Title:
       ----------------------------------------------------------------
Residence Address:
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                           --------------------------------------------
Daytime Telephone
                      -------------------------------------------------
E-Mail Address:
                -------------------------------------------------------
Social Security or Tax Identification Number:
                                              -------------------------

Date signed:
             ----------------------------------------------------------

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If Joint Ownership, check one (all parties must sign above):

[ ] Joint Tenants with Right of Survivorship [ ] Tenants in Common
[ ] Community Property

If Investor is a fiduciary or business organization, check one:

[ ]Trust                [ ]Estate               [ ]Power of Attorney
[ ]Name and Type of Business Organization: _____________________________________











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      ITEM 17. ACCEPTANCE OF SUBSCRIPTION

      This Subscription has been approved by the Company and is accepted for and
on behalf of the Company as of __Dec _, 2004.

                                                                  SITEWORKS

By:
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Name:  C M Nurse
      ------------
Title: CEO
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