ex10-1.htm


    Exhibit
      10.1

    SUBSCRIPTION
      AGREEMENT

    


    


    The
      undersigned has received and read the Confidential Private Placement Memorandum
      dated December 14, 2006 ("Memorandum"), pursuant to which, DRS Inc., a Nevada
      corporation ("Company"), is offering for sale to the undersigned shares of
      the
      Company's $.001 par value common stock at a purchase price of $0.75 USD per
      share ("Offered Shares"). The terms used and not defined in this Subscription
      Agreement have the meanings specified for such terms in the
      Memorandum.

    


    
      	
              1.

            	
              Subscription.
                On the terms and subject to the conditions of this Subscription Agreement
                and the Memorandum, the undersigned hereby subscribes for the number
                of
                Offered Shares of the Company, specified below for a subscription
                price of
                $0.75 USD per Offered Share. The undersigned hereby agrees that this
                subscription shall be irrevocable and shall survive the death or
                disability of the undersigned. Payment of the purchase price for
                the
                Offered Shares is due upon
                subscription.

            


    

    


    
      	
              2.

            	
              Acceptance
                of Subscription. The undersigned acknowledges that (i) the
                Company has the right to accept or reject this subscription in whole
                or in
                part, and (ii) this subscription shall be deemed to be accepted by
                the
                Company only when this Subscription Agreement is signed by the Company.
                The undersigned agrees that subscriptions need not be accepted by
                the
                Company in the order in which subscriptions are
                received.

            


    

    


    
      	
              3.

            	
              Representations,
                Warranties, and Covenants of the Undersigned. The undersigned
                hereby represents and warrants to and covenants with the Company,
                the
                Company's officers, directors, employees, attorneys, agents and any
                person
                who has solicited this subscription as
                follows:

            


    

    


    


    (a)                 The
      undersigned has adequate means of providing for his or her current needs and
      possible personal contingencies, and he or she has no need in the foreseeable
      future to sell the Offered Shares. The undersigned is able to accommodate the
      economic risks of the undersigned’s signature purchased of Offered Shares, and
      the undersigned has sufficient net worth to sustain a loss of his or her
      investment in the Company, or a portion thereof, in the event of such loss
      should occur.

    


    (b)                 The
      undersigned has such knowledge and experience in financial and business matters
      that he or she is capable of evaluating the merits and risks of an investment
      in
      the Company.

    


    (c)                 The
      undersigned confirms that all documents, records and books, pertaining to his
      or
      her proposed investment in the Company have been made available to the
      undersigned.

    


    (d)         The
      undersigned has had an opportunity to ask questions of and receive satisfactory
      answers from the Company, or any person or persons acting on the Company's
      behalf, concerning the terms and conditions of his or her proposed investment
      in the Company, and all such questions have been answered to the complete
      satisfaction of the undersigned.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)           The
      Offered Shares will be acquired by the undersigned for his or her own account
      for investment in a manner which would not require registration or qualification
      pursuant to the provisions of the Securities Act of 1933, as amended ("Act"),
      or
      any state Blue Sky law.

    


    (f)                 The
      undersigned understands that the offer and sale of the Offered Shares in the
      individual states in transactions which satisfy the requirements of Rule 504
      of
      Regulation D promulgated pursuant to Section 4(2) of the Securities Act of
      1933
      are not required to be registered or qualified in the individual states because
      of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA
      "). NSMIA preempts state registration and similar qualification provisions
      for
      transactions exempt pursuant to that Rule 506.

    


    (g)                 The
      undersigned represents that it has been called to his or her attention by those
      provisions of the Memorandum and by those persons with whom the undersigned
      has
      dealt in connection with his or her proposed investment in the Company, that
      the
      Company has no history of operation and no earnings and that the undersigned
      proposed investment in the Company involves significant risks which may result
      in the loss of that investment, or a portion thereof.

    


    (h)                 The
      undersigned has received no representations or warranties in making his or
      her
      investment decision.

    


    (i)                 The
      undersigned acknowledges and agrees that the Company has made available to
      the
      undersigned or his or her personal advisors the opportunity to obtain
      appropriate information to evaluate the merits and risks of an investment in
      the
      Company.

    


    (j)                 The
      undersigned understands that neither the Securities and Exchange Commission
      nor
      any Securities Administrator or similar person of any state or province has
      made
      any finding or determination relating to the fairness of any purchase of the
      Offered Shares and that neither the Securities and Exchange Commission nor
      any
      Securities Administrator or similar person of any state or province has or
      will
      recommend or endorse a purchase of the Offered Shares.

    


    (k)                 The
      undersigned is now a bona fide citizen of the United States of America and
      a
      bona fide resident of the state set forth below and the address and Social
      Security number or federal tax identification number set forth below are his
      true and correct residence and Social Security number or federal tax
      identification number. The undersigned has no current intention of becoming
      a
      resident of any other state or jurisdiction. If the undersigned is a
      corporation, partnership, trust or other form of business organization, the
      undersigned represents and warrants that the undersigned was formed pursuant
      to
      the laws of_____________________, and the undersigned's principal
      place of business is within such state, and that the undersigned was not
      organized for the purpose of acquiring Offered Shares.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (l)                 The
      undersigned hereby represents and warrants that the undersigned's total purchase
      of Offered Shares shall not exceed 10% of the undersigned's net
      worth.

    


    (m)                 By
      initialing where indicated and appropriate below, the undersigned
      hereby    represents and warrants that the undersigned is an
      " Accredited Investor " , as defined by the provisions of Rule 501 of Regulation
      D promulgated pursuant to the Act, and falls within one of the following
      categories:

    


    
      	
              _______
                (1)

            	
              The
                undersigned is a director or executive officer of the Company, or
                any
                director, executive, executive officer, or general partner of a general
                partner of the Company; or

            


    

    
      	
              
                Initials

              

            	
               

            


    

    


    
      	
              _______
                (2)

            	
              The
                undersigned is a natural person whose individual net worth, or joint
                net
                worth with the undersigned's spouse, at the time of his or her purchase
                exceeds $1,000,000.00 USD; or

            


    

    
      	
              Initials

            	 


    

    


    
      	
              _______
                (3)

            	
              The
                undersigned is a natural person who had an individual income in excess
                of
                $200,000.00 USD in each of the most recent years or joint income
                with the
                undersigned's spouse in excess of $300,000.00 USD in each of those
                years
                and has a reasonable expectation of having the same income level
                in the
                current year; or

            


    

    
      	
              
                Initials

              

            	
               

            


    

    


    


    
      	
              _______
                (4)

            	
              The
                undersigned is a trust, with total assets in excess of $5,000,000.00
                USD,
                not formed for the specific purpose of acquiring the securities offered,
                whose purchase is directed by a sophisticated person as described
                in
                Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Act;
                or

            


    

    
      	
              
                Initials

              

            	
               

            


    

    


    
      	
              _______
                (5)

            	
              The
                undersigned is an entity in which all of the equity owners are accredited
                Investors.

            


    

     

    Initials

    


    4.      Indemnification.
      The undersigned acknowledges that he or she understands the meaning
      and
      legal consequences of the representations, warranties, and covenants specified
      in Paragraph 3 of this Subscription Agreement and that the Company has relied
      on
      such representations, warranties and covenants, and the undersigned hereby
      agrees to indemnify and hold harmless the Company, and its officers, directors,
      controlling persons, agents, attorneys, accountants, and employees, from any
      and
      all loss, damage or liability due to, or occurring because of, a breach of
      any
      such representation, warranty, or covenant.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.           Subsequent
      Registration of Offered Shares. The undersigned has no right to require
      that the Offered Shares be registered pursuant to the provisions of the Act,
      or
      otherwise. The undersigned further acknowledges and agrees that the Company
      has
      no obligation to assist the undersigned in obtaining any exemption from any
      registration requirements imposed by applicable law. The undersigned also
      acknowledges and agrees that he or she shall be responsible for compliance
      with
      all conditions on transfer imposed by a Securities Administrator or similar
      person of any state, province or territory.

    


    6.           Limitation
      on Transfer of Offered Shares. The undersigned acknowledges and agrees
      that he or she is aware that there are substantial restrictions on the
      transferability of the Offered Shares. Because the Offered Shares will not
      be
      registered pursuant to the provisions of the Act (unless the undersigned
      exercises his or her right to require such registration), the undersigned agrees
      not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of
      any
      Offered Shares unless such sale is exempt from such registration pursuant to
      the
      provisions of the Act or unless the Offered Shares are registered pursuant
      to
      the Act. The undersigned further acknowledges and agrees that the Company has
      no
      obligation to assist the undersigned in obtaining any exemption from any
      registration requirements imposed by applicable law. The undersigned also
      acknowledges and agrees that he or she shall be responsible for compliance
      with
      all conditions on transfer imposed by a Securities Administrator of any state,
      province or territory and for any expenses incurred by the Company for legal
      and
      accounting services in connection with reviewing such a proposed transfer and
      issuing opinions in connection therewith.

    


    7.           Compliance
      with Act. The undersigned understands and agrees that the following
      restrictions and limitations are applicable to his or her purchase and any
      sale,
      transfer, assignment, pledge, hypothecation or other disposition of Offered
      Shares pursuant to Section 4(2) of the Act and Rule 504 of Regulation D
      promulgated pursuant thereto:

    


    (a)           The
      undersigned agrees that the Offered Shares shall not be sold, pledged,
      hypothecated or otherwise disposed of unless the Offered Shares are registered
      pursuant to the Act and applicable state or other applicable securities laws
      or
      are exempt there from.

    


    (b)           A
      legend in substantially the following form has been or will be placed on any
      certificate(s) or other documents evidencing the Offered Shares:

    


    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR
      INVESTMENT ONLY AND HAVE NOT BEEN REGISTERED PURSUANT TO THE PROVISIONS OF
      THE
      SECURITIES ACT OF 1933 AS AMENDED ("ACT"), AND HA VE BEEN OFFERED AND SOLD
      IN
      RELIANCE UPON THE EXEMPTIONS SPECIFIED IN SECTION 4(2) OF THE ACT AND RULE
      504
      OF REGULATION D PROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH
      SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR
      OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERY TO THE COMPANY OR ITS TRANSFER
      AGENT
      OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT
      THAT
      REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMP
      ANY
      OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE
      COMPANY OR ITS
      TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
      OF
      THE ACT, APPLICABLE STATE SECURITIES LAWSOR ANY RULE OF REGULATION PROMULGATED
      PURSUANT THERETO.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)                 Stop
      transfer instructions to the transfer agent of the Company have been or will
      be
      placed with respect to the Offered Shares so as to restrict the sale, transfer,
      pledge, hypothecation or other disposition thereof, subject to the further
      terms
      hereof, including the provisions of the legend set forth in subparagraph (b)
      above.

    


    (d)                 The
      legend and stop transfer instructions described in subparagraphs (b) and (c)
      above will be placed on any new certificate(s) or other documents for
      transfer.

    


    8.      Financial
      Information. The undersigned has previously been furnished an Offered
      Questionnaire which has been completed and executed by the undersigned and
      the
      information contained therein remains true and correct in material
      aspects.

    


    


    


    


    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    OFFEREE
      QUESTIONNAIRE


    


    DRS
      Inc., a Nevada corporation ("Company") will use the responses to
      this questionnaire to qualify prospective investors for purposes of federal
      and
      state securities laws.

    


    If the
      answer to any question below is "none" or "not applicable," please so
      indicate.

    


    Your
      answers will be kept confidential at all times. However, by signing this
      questionnaire, you agree that the Company may present this questionnaire to
      any
      person, as it deems appropriate to establish the availability of exemptions
      from
      registration pursuant to state and federal securities laws.

    


    PART
      I. INDIVIDUAL INVESTORS

    


    Investors
      that are not individuals (that is, are corporations, partnerships, trusts,
      etc.)
      should start at PART II.

    


    1.           Name
      (as it should appear on stock certificate):

    


    ______________________________________________________________________

    


    2.           Residence
      address: ________________________________________________

    


    ______________________________________________________________________

    


    3.           Home
      telephone: __________________________________________________

    


    4.           Date
      of birth: _____________________________________________________

    


    5.           Social
      security number: _____________________________________________

    


    6.           United
      States citizen:

     

    o
      Yes

    


    o
      No

    


    If
      no,
      country of
      citizenship:_______________________________________________

    


    7.           Occupation:  ____________________________________________________

    


    8.           Number
      of
      years:  _________________________________________________

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    9.           Present
      employer: __________________________________________________

    


    10.           Position/Title:
      _____________________________________________________

    


    11.           Business
      address: __________________________________________________

    


    _______________________________________________________________________

    


    12.           Business
      telephone: _________________________________________________

    


    13.           Business
      fax: ______________________________________________________

    


    14.           Please
      specify each state and foreign country in which you have maintained your
      principal residence during the past three years, and the dates during which
      you
      resided in each:

    ____________________________________________________________________________________________________

    
      ____________________________________________________________________________________________________

      ____________________________________________________________________________________________________



    15.           Are
      you registered to vote in, or do you have a driver's license issued by, or
      do
      you maintain a residence in any other state or country?

    


    o
      Yes           oNo

    


    If
      yes,
      in which state and countries?
      _______________________________________________________________________

    


    16.           Do
      you reasonably expect that either your own income from all sources during the
      current year will exceed $200,000 USD or the joint income of you and your spouse
      (if married) from all sources during the current year will exceed $300,000
      USD?

    


    
      o
        Yes           oNo



    If
      no,
      please specify the amount:
      $____________________________________________________________

    


    17.           Percentage
      of your income (as shown above) anticipated to be derived from sources other
      than salary:

    _______________________________________________________________________________________

    


    18.           Was
      your yearly income from all sources during each of the last two years in excess
      of $200,000 USD or was the joint income of you and your spouse (if married)
      from
      all sources during each of those years in excess of $300.000 USD?

    


    
      o
        Yes           oNo

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      
If
      no,
      please specify the amount for last year: $________________and the year before:
      $______________

    


    19.           Will
      your net worth as of the date you purchase the Offered Shares, together with
      the
      net worth of your spouse, be in excess of $1 million?

    


    
      o
        Yes           oNo



    If
      no,
      please specify the amount:
      $____________________________________________________________

    


    20.           Please
      describe your educational background and degrees obtained, if any:

    
      ____________________________________________________________________________________________________

      
        ____________________________________________________________________________________________________

        ____________________________________________________________________________________________________

      

    

    


    21.           If
      you have any existing personal or business relationship
      with the Company or any of its officers, directors or controlling persons,
      please describe the nature and duration of each relationship:

      ____________________________________________________________________________________________________

      
        ____________________________________________________________________________________________________

        ____________________________________________________________________________________________________

      

    

    


    22.           Please
      describe in reasonable detail the nature and extent of your business, financial
      and investment experience that you believe gives you the capacity to evaluate
      the merits and risks of the proposed investment and the capacity to protect
      your
      interests:

    
      ____________________________________________________________________________________________________

      
        ____________________________________________________________________________________________________

        ____________________________________________________________________________________________________

      



    23.           Are
      you purchasing the Offered Shares for your own account and for investment
      purposes only?

    


     

      o
        Yes           oNo



    If
      no,
      please specify for whom you are investing and the reason for investing:
      ____________________________________________________________________________________________________

    _______________________________________________________________________________________

    


    24.           In
      evaluating this investment, will you use the services of any of the following
      advisors? If so, please identify , providing address and telephone
      number:

    oAccountant:
      ________________________________________________________________________________________

    ____________________________________________________________________________________________________

    


    oAttorney:
      __________________________________________________________________________________________

    ____________________________________________________________________________________________________

    


    oLicensed
      investment
      adviser:
      ___________________________________________________________________________

    ____________________________________________________________________________________________________

    


    oAnticipated
      dollar
      amount of subscription:
      _________________________________________________________________

    


    25.           Indicate
      type of ownership in which securities will be held:

    


    oIndividual

    oTenants
      in
      common

    oJoint
      tenancy with rights of survivorship (husband and wife
      only)

    oCommunity
      property

    oOther
      (describe):

    


    In
      signing below, you acknowledge that the information provided in this
      questionnaire is true and correct in all material respects and that you
      recognize that the Company and its counsel are relying on the truth and accuracy
      of that information in reliance on the exemption contained in Section 4(2)
      of
      the Securities Act of 1933, as amended, and Rule 504 and Regulation D. You
      agree
      to notify the Company promptly of any changes in the foregoing information
      that
      occur before the investment.

    


    Executed
      at ____________________________________, on ______________, 20_____

    


    


    ________________________________________________

    (Signature)

    


    


    ________________________________________________

    (Print
      or
      type name)

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    PART
      II. NONINDIVIDUAL INVESTORS

    


    Please
      complete this PART II only if the proposed purchase is to be made by a
      corporation, partnership, trust or other entity. If the investment will be
      made
      by more than one affiliated entity, please COMPLETE A COPY OF THIS QUESTIONNAIRE
      FOR EACH ENTITY.

    


    1.           Name
      (as it will appear on stock certificate): 

    ______________________________________________________

    


    2.           Address
      of principal place of business: 

    ______________________________________________________

    


    3.           Jurisdiction
      of formation or incorporation: 

    ______________________________________________________

    


    4.           Contact
      person:

    _______________________________________________________

    


    5.           Telephone
      number: 

    _______________________________________________________

    


    6.           Fax
      number: 

    ________________________________________________________

    


    7.           Type
      of entity (corporation, partnership, trust, etc.): 

    ________________________________________________________

    


    8.           Taxpayer
      identification number: 

    ___________________________________________________________

    


    9.           Was
      this entity formed for the purpose of this investment?

    


    oYes                      oNo

    


    If
      yes,
      all shareholders, partners or other equity owners must answer PART I of this
      Questionnaire.

    


    10.           Amount
      of your proposed investment: $ _______________________

    


    11.           Entity's
      net worth at the time the securities will be purchased: $
      _____________

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    12.           Check
      the appropriate box to indicate which of the following accurately describes
      the
      nature of the business conducted by the investing entity:

     

    oPrivate
      business
      development company as defined in Section 202(a)(22) of the Investment Advisers
      Act of 1940 (namely, a US  venture capital fund that invests
      primarily through private placements in non-publicly traded securities and
      makes
      available, either directly or through co-investors, to the portfolio companies
      significant guidance concerning management, operations or business
      objectives);

    


    oA
      small business
      investment company licensed by the U.S. Small Business Administration pursuant
      to Section 301(c) or (d) of the Small Business Investment Act of
      1958;

    


    oAn
      investment company
      registered pursuant to the Investment Company Act of 1940 or a business
      development company as defined in Section 2(a)(48) of that Act;

    


    oA
      bank as defined in Section 3(a)(2) of the Securities Act of 1933 or a savings
      and loan association or other institution defined in Section 3(a)(5)(A) of
      that
      Act, acting in either an individual or fiduciary capacity;

    


    oAn
      insurance company as
      defined in Section 2(13) of the Securities Act of 1933;

    


    oAn
      employee benefit plan
      within the meaning of Title I of the Employee Retirement Income Security Act
      of
      1974 (a) whose investment decision is made by a fiduciary that is either a
      bank,
      a savings and loan association, an insurance company or a registered investment
      advisor or whose total assets exceed $5 million or (b) if a
      self-directed plan, whose investment decisions are made solely by persons who
      are accredited investors;

    


    oAn
      organization
      described in Internal Revenue Code Section 501(c)(3), a corporation, a
      Massachusetts or similar business trust or a partnership, in each case not
      formed for the purpose of this investment, with total assets in excess of $5
      million;

    


    oAn
      entity not located in
      the United States and whose equity owners are neither U.S. citizens nor U.S.
      residents;

    


    oA
      trust with total
      assets in excess of $5 million whose purchase is directed by a sophisticated
      person as described in Rule 504(b)(2)(ii) under the Securities Act of
      1933;

    


    oOther
      (describe):
      ______________________________________________________________

    


    13.           Please
      provide information detailing the business, financial and investment experience
      of the entity and investment manager of the entity:
      __________________________________________________________________

    __________________________________________________________________

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    In
      signing below, you acknowledge that the information provided in this
      questionnaire is true and correct in all material respects and that you
      recognize that the Company and its counsel are relying on the truth and accuracy
      of that information in reliance on the exemption contained in Section 4(2)
      of
      the Securities Act of 1933, as amended, and Rule 504 and Regulation D. You
      agree
      to notify the Company promptly of any changes in the foregoing information
      that
      occur before the investment.

    


    Executed
      at _________________________________, on ____________,
      20___.

    


    


    _________________________________________________________________

    (Print
      or
      type name)

    


    


    By:
      ______________________________________________________________

    


    


    Title:
      ____________________________________________________________

    


     SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT

    


    Amount
      of
      shares Investor subscribed for_________. Subscription
      Amount $ _________

    


    Make
      check payable to: DRS Inc.

    


    EACH
      SUBSCRIBER REPRESENTS THAT:

    


    (a)                 The
      information contained in this Subscription Agreement is complete and accurate
      and may be relied upon, and

    .

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription
      Agreement and initialed the foregoing statements and executed the included
      questionnaire this _______ day
      of,                          
20______.

    


    FOR
      INDIVIDUALS:

    


    ____________________________________

    Print
      Name

    


    ____________________________________

    Signature

    


    NAME
      AND SIGNATURE OF JOINT TENANT OR TENANT IN COMMON

    


    ____________________________________

    Print
      Name

    


    ____________________________________

    Signature

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    FOR
      TRUSTS, CORPORATIONS, PARTNERSHIPS

    


    


    __________________________________________________________________

    Print
      Name of Entity

    


    


    By:
      __________________________________________________________________

    Print
      name (Trustee, President or General Partner) of person(s) making investment
      decision

     

    


     

    


    
      	
              ________________________________

            	
              ______________________________

            
	
              Signature

            	
              Date

            
	 	 
	 	 
	
              _______________________________

            	
              ______________________________

            
	
              Signature

            	
              Date

            
	 	 
	 	 
	
              Agreed
                to and accepted by:

            	 
	 	 
	 	 
	
              _____________________________

            	
              ______________________________

            
	
              DRS
                Inc.

            	
              Date

            
	
              Mr.
                Daniel Mendes, President