Exhibit 10.01

                          SUBSCRIPTION AGREEMENT- REG D

                            ACCREDITED INVESTORS ONLY

Topaz Resources, Inc.
1012 North Masch Branch Rd.
Denton, Tx  76207-2057

Gentlemen:

This will acknowledge that effective this date, the Subscriber  hereby purchases
a total of __________  shares of Common Stock $.0001 par value (the "Shares") of
Topaz Resources,  Inc., a Florida corporation ("Company") at the amount of $0.__
per share  for a total of  $________.  The  Shares  also  shall be  referred  to
collectively as the "Securities".

Execution of this  Agreement  shall  constitute  an offer by the  Subscriber  to
purchase the number of Shares set forth above on the terms specified  herein. If
the  Subscriber's  offer is  accepted,  the Company  will execute a copy of this
Subscription   Agreement   ("Agreement")   and  return  this  Agreement  to  the
Subscriber.

THE  SECURTIES  HAVE NOT BEEN  APPROVED OR  DISAPPROVED  BY THE  SECURITIES  AND
EXCHANGE  COMMISSION,  ANY  STATE  SECURITIES  COMMISSION  OR  OTHER  REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS  OFFERING  OR THE  ACCURACY OR  ADEQUACY  OF THIS  DOCUMENT.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

1.   Agreement.  The  parties  acknowledge  that the  Subscriber  has  purchased
     ________  Shares  at a price of  $0.__  per  share  for a total  amount  of
     $______________.

2.   Representations  and  Warranties of Subscriber.  Subscriber  represents and
     warrants to the Company as follows:

     (a)  Subscriber,  either alone or with the assistance of his/her  purchaser
representative, as that term is defined under Rule 501 (h) of Regulation D under
the  Securities  Act of 1933 (the "Act"),  if any, has had an opportunity to ask
questions of and receive  answers from duly  designated  representatives  of the
Company  concerning  the  terms  and  conditions  of the  Offering  and has been
afforded an opportunity to examine such  documents and other  information  which
Subscriber or his/her  representative,  if any, has requested for the purpose of
verifying the information about the Company and for the purpose of answering any
question Subscriber or his/her  representative,  if any, may have concerning the
business and affairs of the Company which documents and information  include the
annual and quarterly  reports of the Company filed with the U.S.  Securities and
Exchange Commission and which are available via the Internet at www.sec.gov.

     (b) Subscriber is familiar with the definition of "accredited investors" as
that term is defined in Rule 501(a) of Regulation D under the Act and Subscriber
is an accredited investor.

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     (c)  Subscriber  and his/her  representative,  if any,  understand  that no
person  has  been   authorized   to  give  any   information   or  to  make  any
representations  about the Company which were not  contained in the  information
furnished  pursuant to subparagraph (a) above and that Subscriber has not relied
on any other  representations or other information.  PURCHASER HAS RELIED SOLELY
UPON THE INFORMATION  PROVIDED BY THE COMPANY.  Subscriber  understands that the
investment in the Company involves certain economic risks, including the loss of
his/her entire investment.

     (d) Subscriber understands that the Securities are "restricted  securities"
under  the Act,  have  not  been  registered  under  the  Act,  and must be held
indefinitely  unless  they  are  subsequently   registered  under  the  Act  and
applicable  state  securities  laws, or exemptions  from such  registration  are
available.

     (e)  Subscriber  is  acquiring  the  Securities  for his/her own account as
principal  for  investment  and  not  with a view  to  resale,  distribution  or
fractionalization   in  whole  or  in  part,  and  has  no  present   agreement,
understanding or arrangement to subdivide,  sell, assign or otherwise dispose of
all or any part of the Share.

     (f) Subscriber is fully aware of the  applicable  limitations on the resale
of the Securities.

     (g) Subscriber  understands that any and all certificates  representing the
Securities  and any and all  securities  issued  in  replacement  thereof  or in
exchange therefor shall bear the following legend, or one substantially  similar
thereto, which Subscriber has read and understands:

     These  securities have not been registered under the Securities Act of 1933
     or  qualified  under any  state  securities  laws.  They may not be sold or
     transferred  in the absence of an effective  registration  statement  under
     that Act or qualification under applicable state securities laws without an
     opinion of counsel  satisfactory to the Company that such  registration and
     qualification are not required.

     (h) In addition, the certificates representing the Securities,  and any and
all securities  issued in replacement  thereof or in exchange  therefore,  shall
bear such legend as may be required by the securities laws of the state in which
Subscriber resides.

     (i) Because of the restriction  imposed on resale,  Subscriber  understands
that the Company shall have the right to note stop-transfer  instructions in its
stock  transfer  records,  and  Subscriber  has been  informed of the  Company's
intention  to do so.  Any sales,  transfers,  or any other  dispositions  of the
Securities by Subscriber, if any, will be in compliance with the Act.

     (j) Subscriber acknowledges that, either directly or with the assistance of
his/her  purchaser  representative,  if any,  Subscriber  has such knowledge and
experience in financial and business  matters as to make an informed  investment
decision based upon the information  provided by the Company and such additional
information as Subscriber may have requested and received from the Company.

     (k) Subscriber can bear the economic risk of loss of its entire investment;
and, if Subscriber is a corporation, partnership or other entity, Subscriber was
not formed for the purpose of purchasing the Shares.

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     (l)   Subscriber   understands   that  the  Company  is  relying  upon  the
representations  and  statements  made by  Subscriber,  in this  Agreement.  Any
information  which  Subscriber has  heretofore  furnished to the Company in this
Agreement  or any  exhibits  thereto,  is correct and complete as of the date of
this  Agreement and if there should be any material  change in such  information
prior to Subscriber's  admission to the Company as a Shareholder Subscriber will
immediately furnish such revised or corrected information to the Company.

     (m) Subscriber's  investment in the Company has not been solicited by means
of general solicitation or general advertisement.

     (n) If Subscriber is a corporation, partnership, trust or other entity: (i)
it is authorized  and qualified to become a  Shareholder  in, and  authorized to
make its capital  contribution  to, the  Company;  (ii) the person  signing this
Agreement on behalf of such entity has been duly authorized by such entity to do
so; and (iii) the  undersigned  is a duly  organized and validly  existing legal
entity under the laws of its state of organization

3. Miscellaneous.

     (a) Subscriber  understands that this Subscription Agreement is not binding
upon the Company until accepted by an authorized officer of the Company.

     (b) Subscriber  agrees not to transfer or assign this Agreement,  or any of
Subscriber's interest herein, and further agrees that the transfer or assignment
of the Shares acquired pursuant hereto shall be made only in accordance with all
applicable laws.

     (c) Subscriber agrees that Subscriber cannot cancel,  terminate,  or revoke
this Agreement or any agreement of Subscriber made hereunder, and this Agreement
shall survive the death or legal  disability of Subscriber  and shall be binding
upon Subscriber's heirs, executors, administrators, successors, and assigns.

     (d) This  Agreement  constitutes  the entire  agreement  among the  parties
hereto with  respect to the subject  matter  hereof and may be amended only by a
written execution by all parties.

     (e) This  Agreement  shall  be  enforced,  governed  and  construed  in all
respects in accordance with the laws of the State of Nevada.

4. Execution. By executing the applicable section below, we agree to be bound by
all of the terms, provisions, warranties, and conditions contained herein.

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                           SUBSCRIPTION SIGNATURE PAGE

Number of Shares Purchased:
                           -------------------------------
Name:
     -----------------------------------------------------
Address:
        --------------------------------------------------

        --------------------------------------------------

        --------------------------------------------------

Address for Notices:

        --------------------------------------------------

        --------------------------------------------------

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Employer Identification Number:
                               -----------------------------

Subscriber   did  not   utilize  the   services  of  an  advisor  or   Purchaser
Representative in connection with purchase of the Shares.  (If using an agent or
a Purchaser Representative,  Subscriber has completed, executed and delivered to
the Company a "Purchaser Representative Questionnaire.")

Date:                                       Signature:
      ----------------

                                            Per:
                                                 -------------------------------
                                                 Name & Title

This Subscription Agreement Accepted

this ____ day of ______, 2010

TOPAZ RESOURCES, INC.


Per: /s/ Edward J. Munden
     ---------------------------------
Name: Edward J. Munden
Title: President & CEO

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