ex101.htm


    Name
      of
      Subscriber:_________________

    


    Principal
      Amount:
      $_________________

    


    UNIVERSAL
      TRACKING SOLUTIONS,
      INC.

    SUBSCRIPTION
      AGREEMENT

    


    UP
      TO 3,000,000 SHARES OF COMMON STOCK
      AT $.075 PER SHARE

    


    AGREEMENTdated
      as of the date set forth below, by
      and between Universal Tracking Solutions, Inc., a Nevada corporation (the
“Company”) having a principal office at 3317 S. Higley Rd., Suite 114-475,
      Gilbert, Arizona, 85297, and the person or entity whose signature appears at
      the
      end of this Agreement (the “Investor”).

    


    WITNESSETH:

    


    WHEREAS,the
      Company desires to sell shares of
      its Common Stock (the “Stock”) in the aggregate amount of not more than U.S.
      $300,000 to certain persons, including the Investor.

    


    WHEREAS,the
      Investor wishes, pursuant to the
      terms and conditions hereinafter set forth, to purchase the amount of Shares
      set
      forth on the signature page of this Agreement.

    


    NOW
      THEREFORE,in consideration
      of the premises, and the respective representations and warranties hereinafter
      set forth, the Company and the Investor agree as follows:

    


    1.      
      SUBSCRIPTION.

    


    Upon
      the terms and subject to the
      conditions of this Agreement, the Investor, intending to be legally bound,
      hereby irrevocably subscribes for and agrees to purchase the amount of the
      Company’s Shares indicated on the signature page hereof.

    


    2.      
      PURCHASE
      AND
      CLOSING.

    


    The
      Investor delivers herewith the
      consideration in United States dollars (the “Purchase Price”) required to
      purchase the Shares subscribed for hereunder. The Purchase Price is being paid
      simultaneously herewith by delivery to the Company of a wire transfer or check
      payable to the Company in the amount of the Purchase Price.

    


    2.2         
      At the Closing, the Company
      will
      deliver the following to the Investor:

    


    (a)         
      a certificate, in due and proper
      form, representing the Shares purchased; and

    


    (b)         
      a counterpart of this Agreement
      executed by the Company.

    


    3.      
      INVESTOR
      REPRESENTATIONS AND WARRANTIES.

    


    The
      Investor hereby acknowledges,
      represents and warrants to, and agrees with, the Company as
      follows:

    



    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              3.1

            	
              The
                undersigned acknowledges his
                understanding that the offering and sale of the Shares are restricted
                and
                will be included in a Registration Statement to be filed with the
                Securities and Exchange Commission. In furtherance thereof, the
                undersigned represents and warrants to and agrees with the Company
                that
                the undersigned has the financial ability to bear the economic risk
                of his
                investment, has adequate means for providing for his current needs
                and
                personal contingencies and has no need for liquidity with respect
                to his
                investment in the Company.

            


    

    

      
        	
                 

              	
                3.2

              	
                The
                  Investor:

              


      

       

    

    
      	
               

            	
              (a)

            	
              has
                been given the opportunity to
                ask  questions of and receive answers from the Company
                concerning the terms and conditions of the offering and other matters
                pertaining to this investment, and has been given the opportunity
                to
                obtain such additional information necessary to verify the accuracy
                of the
                information contained in the Documents or that which was otherwise
                provided in order for him to evaluate the merits and risks of purchase
                of
                the Stock to the extent the Company possesses such information or
                can
                acquire it without unreasonable efforts or expense, and has not been
                furnished any other offering literature or prospectus except as
                mentioned  herein or in the
                Documents;

            


    

    


    
      	
               

            	
              (b)

            	
              has
                been provided an opportunity
                to obtain additional information concerning the offering, the Company
                and
                all other information to the extent the Company possesses such
                information  or can acquire it without unreasonable effort or
                expense;

            


    

    


    
      	
               

            	
              (c)

            	
              has
                not been furnished with any
                oral representation or oral information in connection with the offering
                of
                the Stock which is not contained in the Documents;
                and

            


    

    


    
      	
               

            	
              (d)

            	
              has
                determined that the Stock is a
                suitable investment for him/her and that at this time (s)he could
                bear a
                complete loss of his
                investment.

            


    

    


    
      	
               

            	
              3.3

            	
              The
                undersigned is not relying on
                the Company thereof with respect to economic considerations involved
                in
                this investment.  The undersigned has relied on the advice of,
                or has consulted with, in regard to the economic considerations involved
                in this investment, only those persons, if any, named as Purchaser
                Representative. The undersigned is capable of evaluating the merits
                and
                risks of this investment on the terms and conditions set forth in
                the
                Documents and each has disclosed to the undersigned in writing (a
                copy of
                which is annexed to this agreement) the specific details of any and
                all
                past, present or future relationships, actual or contemplated, between
                himself and the Company or any affiliate or subsidiary of any of
                the
                foregoing;

            


    

    


    
      	
               

            	
              3.4

            	
              If
                the Investor is a corporation,
                partnership, trust or other entity, the person signing this Subscription
                Agreement on behalf of such entity has been duly authorized by such
                entity
                to do so;

            


    

    


    
      	
               

            	
              3.5

            	
              No
                representation or warranties
                have been made to the Investor by the Company, or any officer, employee,
                agent, affiliate or subsidiary of the Company, other than the
                representations of the Company
                herein.

            


    

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              3.6

            	
              The
                undersigned confirms that the
                decision to subscribe for the Stock was not made as a result of any
                material information about the Company’s affairs that had not been
                publicly disclosed;

            


    

    


    
      	
               

            	
              3.7

            	
              The
                undersigned acknowledges
                that:

            


    

    


    
      	
               

            	
              (a)

            	
              the
                undersigned is purchasing the
                Stock pursuant to an exemption under the Act on the basis that the
                undersigned is sophisticated and, as a
                consequence:

            


    

    


    
      	
               

            	
              (i)

            	
              is
                restricted from using most of
                the civil remedies available under securities
                legislation,

            


    

    


    
      	
               

            	
              (ii)

            	
              may
                not receive information that
                would otherwise be required to be provided to him under securities
                legislation, and

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                Company is relieved from
                certain obligations that would otherwise apply under securities
                legislation;

            


    

    


    
      	
               

            	
              (b)

            	
              the
                Stock is being purchased by
                the undersigned as principal for investment only and not with a view
                to
                the distribution thereof, and the undersigned is not participating
                directly or indirectly in any underwriting of the
                Stock.

            


    

    


    
      	
               

            	
              (c)

            	
              the
                undersigned has had an
                opportunity to ask questions of, and receive answers from persons
                acting
                on behalf of the Company;

            


    

    


    
      	
               

            	
              3.8

            	
              The
                foregoing representations,
                warranties and agreements shall survive the
                Closing.

            


    

    


    4.      
      INVESTOR
      AWARENESS.

    


    The
      Investor acknowledges, represents,
      agrees and is aware that:

    


    
      	
               

            	
              4.1

            	
              No
                Federal or state agency has
                passed on the Stock or made any finding or determination as to the
                fairness of this investment;

            


    

    


    
      	
               

            	
              4.2

            	
              There
                are substantial risks
                incident to the purchase of Stock;
                and

            


    

    


    
      	
               

            	
              4.3

            	
              The
                foregoing acknowledgments,
                representations, warranties and agreements shall survive the Closing
                Date
                and the return of subscriber’s funds if subscriptions are not
                accepted.

            


    

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    5.      
      INDEMNITY.

    


    The
      Investor agrees to indemnify and
      hold harmless the Company and each other person, if any, who controls it
      within  the meaning of Section 15 of the Securities Act of 1933, as
      amended (the “Act”) against any and all loss, liability, claim, damage and
      expense whatsoever (including, but not limited to, 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 Investor to
      comply with any covenant or  agreement made by the Investor
      herein.

    


    6.      
      COMPANY
      REPRESENTATIONS AND WARRANTIES.

    


    The
      Company hereby acknowledges,
      represents and warrants to, and agrees with the Investor (which representations
      and will be true and correct as of the date of the Closing as if the Agreement
      were made on the date of Closing) as follows:

    


    
      	
               

            	
              6.1

            	
              The
                Company has been duly
                organized, is validly existing and is in good standing under the
                laws of
                Nevada.

            


    

    


    
      	
               

            	
              6.2

            	
              The
                Company has all requisite
                corporate power and authority to execute and deliver this Agreement
                and to
                perform its obligations hereunder. The execution and delivery of
                this
                Agreement by the Company do not, and the performance of its obligations
                hereunder will not, violate or conflict with any provision of the
                Company’s Certificate of Incorporation or Bylaws.  All corporate
                action on the part of the Company required for the authorization,
                execution and delivery of this Agreement and the performance of its
                obligations hereunder, including the issuance and delivery of the
                Stock,
                have been taken. This Agreement has been duly executed and delivered
                by
                the Company, and assuming due execution and delivery by the Purchaser,
                constitutes a valid and legally binding obligation of the Company
                enforceable in accordance with its terms, except as limited by (i)
                applicable bankruptcy, insolvency, reorganization, moratorium, and
                other
                laws of general application affecting enforcement of creditors’ rights
                generally and (ii) equitable principles relating to the availability
                of
                specific performance, injunctive relief and other equitable
                remedies.

            


    

    


    
      	
               

            	
              6.3

            	
              The
                Stock which are being
                purchased by the Purchaser hereunder are duly authorized and, when
                issued,
                sold and delivered in accordance with the terms hereof, will be duly
                and
                validly issued, and, based upon the representations of the Purchaser
                in
                this Agreement, will be issued in compliance with the registration
                requirements of all applicable federal and state securities laws.
                The
                Common Stock issuable is duly authorized and has been duly and validly
                reserved for issuance and, upon issuance to the Purchaser in accordance
                with the terms of the Subscription Agreement, will be duly and validly
                issued, fully paid and non assessable, and issued in compliance with
                the
                registration requirements of all applicable federal and state securities
                laws or exemption therefrom, as presently in effect, of the United
                States
                and will be freely tradable without further
                restriction.

            


    

    


    
      	
               

            	
              6.4

            	
              The
                execution and delivery by the
                Company of, and the performance by the Company of its obligations
                under
                this Agreement in accordance with the terms of this Agreement will
                not
                contravene any provision of applicable law or the charter documents
                of the
                Company or any agreement or other instrument binding upon the Company,
                or
                any judgment, order or decree of any governmental body, agency or
                court
                having jurisdiction over the Company, and no consent, approval,
                authorization or order of, or qualification with, any governmental
                body or
                agency is required for the performance by the Company of its obligations
                under this Agreement in accordance with the terms of this
                Agreement.

            


    

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              6.6

            	
              The
                Company is not in violation of
                its charter or bylaws and is not in default in the performance of
                any
                bond, debenture, note or any other evidence of indebtedness or any
                indenture, mortgage, deed of trust, license, contract, lease or other
                instrument to which the Company is a party or by which it is bound,
                or to
                which any of the property or assets of the Company is subject, except
                such
                as have been waived or which would not have, singly or in the aggregate,
                a
                material adverse effect on the Company, taken as a
                whole.

            


    

    


    
      	
               

            	
              6.8

            	
              The
                execution and delivery by the
                Company of, and the performance by the Company of its respective
                obligations under this Agreement will not contravene any provision
                of law
                known by the Company to be applicable to it, or the charter documents
                of,
                the Company or any subsidiary of the Company, or any judgment, order
                or
                decree of any governmental body, agency or court having jurisdiction
                over
                the Company or any subsidiary of the Company and no consent, approval,
                authorization or order of, or qualification with, any governmental
                body or
                agency is required for the performance by the Company of its obligations
                under this Agreement in accordance with the terms of this
                Agreement.

            


    

    


    
      	
               

            	
              6.9

            	
              There
                is no material litigation or
                governmental proceeding pending, or to the knowledge of the Company,
                threatened against, or involving the property or the business of
                the
                Company, or, to the best knowledge of the Company which would adversely
                affect the condition (financial or otherwise), business, prospects
                or
                results of operations of the Company, taken as a
                whole.

            


    

    
      


      
        	
                 

              	
                6.10

              	
                
                  The
                    foregoing representations,
                    warranties and agreements shall survive the
                    Closing.

                

              


      

       

    

    
      	
              7.

            	
              MISCELLANEOUS.

            


    

    
      


      
        	
                 

              	
                7.1

              	
                
                  Modification.
Neither
                    this Agreement nor any
                    provisions hereof shall be modified, discharged or terminated
                    except by an
                    instrument in writing signed by the party against whom any waiver,
                    change,
                    discharge or termination is
                    sought.

                

              


      

       

    

    
      	
               

            	
              7.2

            	
              Notices.   Any
                notice,
                demand or other communication which any party hereto may be required,
                or
                may elect, to give to anyone interested hereunder shall be sufficiently
                given if (a) deposited, postage prepaid, in a United States mail
                letter
                box, registered or certified mail, return receipt requested, addressed
                to
                such address as may be given herein, or (b) delivered personally
                at such
                address.

            


    

    


    
      	
               

            	
              7.3

            	
              Counterparts.
                This Agreement may be executed
                through the use of separate signature pages or in any number of
                counterparts, and each of such counterparts shall, for all purposes,
                constitute one agreement binding on all the parties, notwithstanding
                that
                all parties are not signatories to the same
                counterpart.

            


    

    


    
      	
               

            	
              7.4

            	
              Binding
                Effect. Except as
                otherwise provided herein, this Agreement shall be binding upon and
                inure
                to the benefit of the parties and their heirs, executors, administrators,
                successors, legal representatives and assigns. If the undersigned
                is more
                than one person, the obligation of the Investor shall be joint and
                several, and the agreements, representations, warranties and
                acknowledgments herein contained shall be deemed to be made by and
                be
                binding upon each such person and his heirs, executors, administrators
                and
                successors.

            


    

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              7.5

            	
              Entire
                Agreement. This
                instrument contains the entire agreement of the parties, and there
                are no
                representations, covenants or other agreements except as stated or
                referred to herein.

            


    

    


    
      	
               

            	
              7.6

            	
              Assignability.
                This Agreement is not
                transferable or assignable by the Investor except as may be provided
                herein.

            


    

    


    
      	
               

            	
              7.7

            	
              Applicable
                Law.

            


    

    


    
      	
               

            	
              (a)

            	
              It
                is the intention of the parties
                that the laws of the State of Arizona shall govern the validity of
                this
                Agreement, the construction of its terms and the interpretation of
                the
                rights and duties of the
                parties.

            


    

    
      


      
        	
                 

              	
                (b)

              	
                
                  In
                    the case of any dispute,
                    question, controversy or claim arising among the parties hereto
                    which
                    shall arise out of or in connection with this Agreement, the
                    same shall be
                    submitted to arbitration before a panel of three arbitrators
                    in Gilbert,
                    Arizona, in accordance with the rules of the American Arbitration
                    Association. One arbitrator shall be appointed by the party or
                    parties
                    bringing the claims ("Claimant") and one arbitrator shall be
                    appointed by
                    the party or parties defending the claim ("Respondent"). The
                    arbitrators
                    selected by such parties shall be selected within thirty (30)
                    days after
                    notification by the Claimant to the Respondent that it has determined
                    to
                    submit such dispute, question, controversy or claim to arbitration.
                    The
                    two arbitrators so selected shall select a third arbitrator within
                    thirty
                    (30) days after the selection of the arbitrator selected by such
                    parties.
                    Should a party fail to select an arbitrator within the specified
                    time
                    period, or should the arbitrators selected by the parties fail
                    to select a
                    third arbitrator, the missing arbitrator or arbitrators shall
                    be appointed
                    by the Gilbert, Arizona office of the American Arbitration Association.
                    The decision of the panel shall be final and binding on the parties
                    and
                    enforceable in any court of competent jurisdiction. The costs
                    of the
                    arbitration will be imposed upon the Claimant and Respondent
                    as determined
                    by the arbitration panel or, failing such determination, will
                    be borne
                    equally by the Claimant and the Respondent. The successful or
                    prevailing
                    party or parties shall be entitled to recover reasonable attorneys
                    fees in
                    addition to any other relief to which it may be
                    entitled.

                

              


      

      
        


        
          	
                   

                	
                  (c)

                	
                  
                    In
                      the event of any dispute,
                      question, controversy or claim arising among the parties hereto
                      which
                      shall arise out of or in connection with this Agreement, the
                      parties shall
                      keep the proceeding related to such controversy in strict confidence
                      and
                      shall not disclose the nature of said dispute, the status of
                      the
                      proceeding or any testimony, documents or information obtained
                      or
                      exchanged in the course of said proceeding without the express
                      written
                      consent of all parties to such
                      dispute.

                  

                


        

        

          
            
              
              

            

            
              -6-

              
                

              

            

            
              
              

            

          



      

    

    8.      
      EXECUTION.

    


    
      	
               

            	
              8.1

            	
              Subscriber.
                The Investor has executed this
                Subscription Agreement on this ____ day of ____________,
                2006.

            


    

    


    Number
      of Shares of Stock to be
      purchased at $.075 per share:

    


    
      	
              Total
                Purchase Price: $

            	
            	
            


    

    


    8.2         
      The
      Company.

    


    Accepted
      this _________ day of
      ________________, 2006.

    


    Universal
      Tracking Solutions,
      Inc.

    


    By:                   
      ______________________________

                      
      Keith Tench, CEO

    


    The
      undersigned hereby subscribes for
      ____________ shares of Stock, and agrees to pay herewith funds in the amount
      of
      ____________________________U.S. Dollars ($________________
      U.S.).

    


    The
      undersigned acknowledges that this
      subscription shall not be effective unless accepted by the Company as indicated
      below.

    


    Dated
      this _____ day of
      ________________, 2006.

    


    
      	 	
              Delivery
                Instructions: Please
                print the address to which you want your securities delivered
                to

            
	
              (Signature)

            	 
	 	
              Attn:

            
	
              Name:
                Please
                Print

            	 
	 	
              Name
                of
                Addressee

            
	
              Title/Representative
                Capacity

            	 
	 	
              Street
                Address

            
	
              Name
                of Company You
                Represent

            	 
	 	
              City,
                State Zip
                Code

            
	
              Place
                of
                Execution

            	 
	 	
              Phone
                Number (For Overnight
                Packages)

            
	
              REGISTERED
                HOLDER:

            	 
	 	
              Email
                Address

            
	
              Exact
                Name You Want the Security
                to be Registered to (Please Print Exact Registered
                Name)

            	 
	 	 
	
              Social
                Security or Tax ID Number
                of Subscriber

            	 


    

    


     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO SUBSCRIPTION
      AGREEMENT

     

    THE
      INFORMATION BELOW IS
REQUIRED IN CONNECTION WITH THE EXEMPTIONS FROM THE SECURITIES ACT OF
      1933, AS AMENDED, AND STATE LAWS BEING RELIED ON BY THE COMPANY WITH RESPECT
      TO
      THE OFFER AND SALE OF ITS SECURITIES.  ALL OF SUCH INFORMATION WILL BE
      KEPT CONFIDENTIAL, AND WILL BE REVIEWED ONLY BY THE COMPANY AND ITS
      COUNSEL.  The undersigned agrees to furnish any additional
      information, which the Company or its counsel deems necessary in order to verify
      the responses set forth below.

     

    Accredited
      or Unaccredited
      Status.  The undersigned represents and warrants that at the time of my/our
      initial
      investment in Universal Tracking Solutions, Inc. the following
      information was true:

     

    Check
      All That
      Apply

     

    ____                      
      (a)            The
      undersigned was an individual having a net worth, or a joint net worth together
      with his or her spouse, in excess of $1,000,000 (as of the date of
      investment).

    


    (In
      calculating net worth, you may include equity in personal property and real
      estate, including your principal residence, cash, short-term investments, stock
      and securities.  Equity in personal property and real estate should be
      based on the fair market value of such property minus debt secured by such
      property.)

    


    ____                      
      (b)            The
      undersigned was an individual that had an individual income in excess of
      $200,000 in each of the prior two years (2004 and 2005) and reasonably expects
      an income in excess of $200,000 in the current year (2006); or

    


    ____                      
      (c)            The
      undersigned was an individual that had with his/her spouse joint income in
      excess of $300,000 in each of the prior two years (2004 and 2005) and reasonably
      expects joint income in excess of $300,000 in the current year
      (2006).

    


    ____                      
      (d)            The
      undersigned was a director or executive officer of Universal Tracking Solutions,
      Inc.

    


    _____                     (e)           
      None of the above. I was an unaccredited investor.

    


    


    


    
      
        	 	 	 	 	 
	
                /s/

              	 	 	
                /s/
                  

              	 
	
                Signature      Date 

              	 	 	
                Signature
                  (spouse, if applicable)    Date

              	 
	
                 

              	 	 	
                 

              	 
	 	 	 	 	 
	Name
                (Typed or Printed)   	 	 	Spouse
                Name (Typed or Printed)	 
	 	 	 	 	 
	 	 	 	 	 
	Street
                Address  	 	 	Business
                Tel. Number	 
	 	 	 	 	 
	 	 	 	 	 
	City,
                State and Zip Code  	 	 	Fax
                Tel. Number	 
	 	 	 	 	 
	 	 	 	 	 
	Tax
                I.D. # or Social Security #   	 	 	Email
                address	 


      

    

                                                                  
      

     


    
      
        
        

      

      
        -8-