Exhibit 10.8
 SUBSCRIPTION AGREEMENT
 
   Subscription
  Representations and Warranties of the Undersigned
  (i)
    
    the undersigned can bear the economic risk of losing the undersigneds entire
investment;(ii)
    
    the undersigned is acquiring the Shares for its own account and
not with a view to, or for resale in connection with, a distribution of the
Shares in violation of the Securities Act of 1933, as amended (the 1933 Act);(iii)
    
    the undersigneds overall commitments to investments that are
not readily marketable is not disproportionate to the undersigneds net worth
and the undersigneds investment in the Shares will not cause such overall
commitments to become excessive;(iv)
    
    the undersigneds financial condition is such that the
undersigned is under no present or contemplated future need to dispose of any
portion of the Shares to satisfy any existing or contemplated undertaking, need
or indebtedness;(v)
    
    the undersigned has adequate means of providing for the
undersigneds current needs and personal contingencies and has no need for
liquidity in the undersigneds investment in the Shares; and(vi)
    
    the undersigned has sufficient knowledge and experience in
business and financial matters to evaluate, and has evaluated, the merits and
risks of this investment.




---



##### 



not
 (i)
    
    An individual with a net worth, individually or jointly with
the undersigneds spouse, of $1,000,000; or(ii)
    
    An individual with income in excess of $200,000 in each of the
two most recent years, or joint income with the undersigneds spouse in excess
of $300,000 in each of those years, and the undersigned has a reasonable
expectation of reaching the same income level in the current year; or(iii)
    
    An individual who is an officer or director of the Company; or(iv)
    
    A corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000; or(v)
    
    A trust with total assets in excess of $5,000,000 not formed
for the specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) of
Regulation D, as promulgated under the 1933 Act; or(vi)
    
    An entity in which all of the equity owners are accredited
investors; or(vii)
    
    A bank as defined in section 3(a)(2) of the Act, or a savings
and loan association or other institution as defined in section 3(a)(5)(A) of
the Act whether acting in its individual or fiduciary capacity; a broker or
dealer registered pursuant to section 15 of the Securities Exchange Act of
1934; an insurance company as defined in section 2(a)(13) of the Act; an
investment company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of that Act; a
Small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment Act
of 1958; a plan established and maintained by a state, its political
subdivisions, or an agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets
in excess of $5,000,000; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made
solely by persons that are accredited investors; or(viii)
    
    A private business development company as defined in section 202(a)(22) of
the Investment Advisers Act of 1940.
  -2-




---



##### 



-3-




---



##### 



(i)
    
    The Shares constitute a speculative investment and involve a
high degree of risk of loss by the undersigned of the undersigneds total
investment.(ii)
    
    There are substantial restrictions on the transferability of
the Shares.
    Indemnification
   -4-




---



##### 



Miscellaneous
    ,
    -5-




---



##### 



SIGNATURE PAGE
  Date:
 
 By:
    
    Signature
   
 
  
    GLOBAL CLEAN ENERGY, INC.By:Name:
    _____________________Title:
    ______________________  -6-