Exhibit 10.4


    SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
      page hereof between Carbon
      Sciences, Inc. (the “Company”), and the undersigned (the
“Subscriber”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company is conducting a private offering (the “Offering”) consisting of up
      to 15,000,000
      shares of common stock, par value $.001 per share (“Shares”); and

     

    WHEREAS,
      the Subscriber desires to purchase that number of Shares set forth on the
      signature page hereof on the terms and conditions hereinafter set
      forth.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual representations
      and
      covenants hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    
      	
              I.

            	
              SUBSCRIPTION
                FOR SHARES AND REPRESENTATIONS BY
                SUBSCRIBER

            


    

     

    1.1 Subject
      to the terms and conditions hereinafter set forth and in the Confidential
      Offering Memorandum dated April 16, 2007 (such memorandum, together with all
      amendments thereof and supplements and exhibits thereto, the “Memorandum”), the
      Subscriber hereby irrevocably subscribes for and agrees to purchase from the
      Company such number of Shares, and the Company agrees to sell to the Subscriber
      as is set forth on the signature page hereof, at a per share price equal to
      $0.10 per Share. The purchase price is payable by personal or business check
      or
      money order made payable to “Carbon Sciences, Inc.” contemporaneously with the
      execution and delivery of this Agreement by the Subscriber. Subscribers may
      also
      pay the subscription amount by, wire transfer of immediately available funds
      to:

     

    Name:             Carbon
      Sciences, Inc

     

    Bank:  Bank
      of
      America

    5892
      Calle Real

    Goleta,
      CA 93117  

    


    Account:        04165-43337
       

    


    ABA:  026009593  

    


    1.2 The
      Subscriber recognizes that the purchase of the Shares involves a high degree
      of
      risk including, but not limited to, the following: (a) the Company remains
      a
      development stage business with limited operating history and requires
      substantial funds in addition to the proceeds of the Offering; (b) an investment
      in the Company is highly speculative, and only investors who can afford the
      loss
      of their entire investment should consider investing in the Company and the
      Shares; (c) the Subscriber may not be able to liquidate its investment; (d)
      transferability of the Shares (sometimes hereinafter collectively referred
      to as
      the “Securities”) is extremely limited; (e) in the event of a disposition, the
      Subscriber could sustain the loss of its entire
      investment; (f) the Company has not paid any dividends since its inception
      and
      does not anticipate paying any dividends; and (g) the Company may issue
      additional securities in the future which have rights and preferences that
      are
      senior to those of the Common Stock. Without limiting the generality of the
      representations set forth in Section 1.5 below, the Subscriber represents that
      the Subscriber has carefully reviewed the section of the Memorandum captioned
      “Risk Factors.” 

     


    
      
         

        
        

      

      
        1

        
          

        

      

      
        
        

      

    


     

    1.3 The
      Subscriber represents that the Subscriber is an “accredited investor” as such
      term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
      the Securities Act of 1933, as amended (the “Securities Act”), as indicated by
      the Subscriber’s responses to the questions contained in Article VII hereof, and
      that the Subscriber is able to bear the economic risk of an investment in the
      Shares.

     

    1.4 The
      Subscriber hereby acknowledges and represents that (a) the Subscriber has
      knowledge and experience in business and financial matters, prior investment
      experience, including investment in securities that are non-listed, unregistered
      and/or not traded on a national securities exchange nor on the National
      Association of Securities Dealers, Inc. (the “NASD”) automated quotation system
      (“NASDAQ”), or the Subscriber has employed the services of a “purchaser
      representative” (as defined in Rule 501 of Regulation D), attorney and/or
      accountant to read all of the documents furnished or made available by the
      Company both to the Subscriber and to all other prospective investors in the
      Shares to evaluate the merits and risks of such an investment on the
      Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature
      of this investment; and (c) the Subscriber is able to bear the economic risk
      that the Subscriber hereby assumes.

     

    1.5 The
      Subscriber hereby acknowledges receipt and careful review of this Agreement,
      the
      Memorandum (which includes the Risk Factors), including all exhibits thereto,
      and any documents which may have been made available upon request as reflected
      therein (collectively referred to as the “Offering Materials”) and hereby
      represents that the Subscriber has been furnished by the Company during the
      course of the Offering with all information regarding the Company, the terms
      and
      conditions of the Offering and any additional information that the Subscriber
      has requested or desired to know, and has been afforded the opportunity to
      ask
      questions of and receive answers from duly authorized officers or other
      representatives of the Company concerning the Company and the terms and
      conditions of the Offering.

     

    1.6 a) In
      making
      the decision to invest in the Shares the Subscriber has relied solely upon
      the
      information provided by the Company in the Offering Materials. To the extent
      necessary, the Subscriber has retained, at its own expense, and relied upon
      appropriate professional advice regarding the investment, tax and legal merits
      and consequences of this Agreement and the purchase of the Shares hereunder.
      The
      Subscriber disclaims reliance on any statements made or information provided
      by
      any person or entity in the course of Subscriber’s consideration of an
      investment in the Shares other than the Offering Materials. 

     

    (b) The
      Subscriber represents that (i) the Subscriber was contacted regarding the sale
      of the Shares by the Company (or an authorized agent or representative thereof)
      with whom the Subscriber had a prior substantial pre-existing relationship
      and
      (ii) no Shares were offered or sold to it by means of any form of general
      solicitation or general advertising, and in connection therewith, the Subscriber
      did not (A) receive or review any advertisement, article, notice or other
      communication published in a newspaper or magazine or similar
      media or broadcast over television or radio, whether closed circuit, or
      generally available; or (B) attend any seminar meeting or industry investor
      conference whose attendees were invited by any general solicitation or general
      advertising.

     


    
      
         

        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    1.7 The
      Subscriber hereby represents that the Subscriber, either by reason of the
      Subscriber’s business or financial experience or the business or financial
      experience of the Subscriber’s professional advisors (who are unaffiliated with
      and not compensated by the Company or any affiliate or selling agent of the
      Company, directly or indirectly), has the capacity to protect the Subscriber’s
      own interests in connection with the transaction contemplated
      hereby.

     

    1.8 The
      Subscriber hereby acknowledges that the Offering has not been reviewed by the
      United States Securities and Exchange Commission (the “SEC”) nor any state
      regulatory authority since the Offering is intended to be exempt from the
      registration requirements of Section 5 of the Securities Act pursuant to
      Regulation D promulgated thereunder. The Subscriber understands that the
      Securities have not been registered under the Securities Act or under any state
      securities or “blue sky” laws and agrees not to sell, pledge, assign or
      otherwise transfer or dispose of the Securities unless they are registered
      under
      the Securities Act and under any applicable state securities or “blue sky” laws
      or unless an exemption from such registration is available.

     

    1.9 The
      Subscriber understands that the Securities comprising the Shares have not been
      registered under the Securities Act by reason of a claimed exemption under
      the
      provisions of the Securities Act that depends, in part, upon the Subscriber’s
      investment intention. In this connection, the Subscriber hereby represents
      that
      the Subscriber is purchasing the Securities for the Subscriber’s own account for
      investment and not with a view toward the resale or distribution to others.
      The
      Subscriber, if an entity, further represents that it was not formed for the
      purpose of purchasing the Securities.

     

    1.10 The
      Subscriber understands that there is no public market for the Common Stock
      and
      that no market may develop for any of such Securities. The Subscriber
      understands that even if a public market develops for such Securities, Rule
      144
      (“Rule 144”) promulgated under the Securities Act requires for non-affiliates,
      among other conditions, a one-year holding period prior to the resale (in
      limited amounts) of securities acquired in a non-public offering without having
      to satisfy the registration requirements under the Securities Act. The
      Subscriber understands and hereby acknowledges that the Company is under no
      obligation to register any of the Securities under the Securities Act or any
      state securities or “blue sky” laws other than as set forth in Article V.


     

    1.11 The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Securities that such Securities have not been registered
      under the Securities Act or any state securities or “blue sky” laws and setting
      forth or referring to the restrictions on transferability and sale thereof
      contained in this Agreement. The Subscriber is aware that the Company will
      make
      a notation in its appropriate records with respect to the restrictions on the
      transferability of such Securities. The legend to be placed on each certificate
      shall be in form substantially similar to the following:

     

    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
      OR
      ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD,
      TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION
      THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT,
      OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY
      SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
      REQUIRED.”


    
      
         

        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    1.12 The
      Subscriber understands that the Company will review this Agreement and is hereby
      given authority by the Subscriber to call Subscriber’s bank or place of
      employment or otherwise review the financial standing of the Subscriber; and
      it
      is further agreed that the Company, at its sole discretion, reserves the
      unrestricted right, without further documentation or agreement on the part
      of
      the Subscriber, to reject or limit any subscription, to accept subscriptions
      for
      fractional Shares and to close the Offering to the Subscriber at any time and
      that the Company will issue stop transfer instructions to its transfer agent
      with respect to such Securities.

     

    1.13 The
      Subscriber hereby represents that the address of the Subscriber furnished by
      Subscriber on the signature page hereof is the Subscriber’s principal residence
      if Subscriber is an individual or its principal business address if it is a
      corporation or other entity.

     

    1.14 The
      Subscriber represents that the Subscriber has full power and authority
      (corporate, statutory and otherwise) to execute and deliver this Agreement
      and
      to purchase the Shares. This Agreement constitutes the legal, valid and binding
      obligation of the Subscriber, enforceable against the Subscriber in accordance
      with its terms.

     

    1.15 If
      the
      Subscriber is a corporation, partnership, limited liability company, trust,
      employee benefit plan, individual retirement account, Keogh Plan, or other
      tax-exempt entity, it is authorized and qualified to invest in the Company
      and
      the person signing this Agreement on behalf of such entity has been duly
      authorized by such entity to do so.

     

    1.16 The
      Subscriber acknowledges that if he or she is a Registered Representative of
      an
      NASD member firm, he or she must give such firm the notice required by the
      NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such
      firm in Section 7.4 below.

     

    1.17 The
      Subscriber acknowledges that at such time, if ever, as the Securities are
      registered (as such term is defined in Article V hereof), sales of the
      Securities will be subject to state securities laws.

     

    1.18 b) The
      Subscriber agrees not to issue any public statement with respect to the
      Subscriber’s investment or proposed investment in the Company or the terms of
      any agreement or covenant between them and the Company without the Company’s
      prior written consent, except such disclosures as may be required under
      applicable law or under any applicable order, rule or regulation.

     

    (b) The
      Company agrees not to disclose the names, addresses or any other information
      about the Subscribers, except as required by law; provided, that the Company
      may
      use the name of the Subscriber for any offering or in any registration statement
      filed pursuant to Article V in which the Subscriber’s shares are
      included.

     


    
      
         

        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    1.19 The
      Subscriber agrees to hold the Company and its directors, officers, employees,
      affiliates, controlling persons and agents and their respective heirs,
      representatives, successors and assigns harmless and to indemnify them against
      all liabilities, costs and expenses incurred by them as a result of (a) any
      sale
      or distribution of the Securities by the Subscriber in violation of the
      Securities Act or any applicable state securities or “blue sky” laws; or (b) any
      false representation or warranty or any breach or failure by the Subscriber
      to
      comply with any covenant made by the Subscriber in this Agreement (including
      the
      Confidential Investor Questionnaire contained in Article VII herein) or any
      other document furnished by the Subscriber to any of the foregoing in connection
      with this transaction.

     

    


    
      	
              II.

            	
              REPRESENTATIONS
                BY AND COVENANTS OF THE COMPANY

            


    

     

    The
      Company hereby represents and warrants to the Subscriber that:

     

    2.1 Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada and has full corporate power and authority
      to conduct its business.

     

    2.2 Capitalization
      and Voting Rights.
      The
      Company has authorized 500,000,000 shares of Common Stock, par value $.001
      per
      share, of which 131,600,000 shares are outstanding as of the date hereof. Except
      as set forth in the Offering Materials, there are no outstanding options,
      warrants, agreements, convertible securities, preemptive rights or other rights
      to subscribe for or to purchase any shares of capital stock of the Company.
      Except as set forth in the Offering Materials and as otherwise required by
      law,
      there are no restrictions upon the voting or transfer of any of the shares
      of
      capital stock of the Company pursuant to the Company’s Articles of Incorporation
      (the “Articles of Incorporation”), By-Laws or other governing documents or any
      agreement or other instruments to which the Company is a party or by which
      the
      Company is bound.

     

    2.3 Authorization;
      Enforceability.
      The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the (i) authorization execution, delivery and performance of this Agreement
      by
      the Company; and (ii) authorization, sale, issuance and delivery of the
      Securities contemplated hereby and the performance of the Company’s obligations
      hereunder has been taken. This Agreement has been duly executed and delivered
      by
      the Company and constitutes a legal, valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms, subject
      to laws of general application relating to bankruptcy, insolvency and the relief
      of debtors and rules of law governing specific performance, injunctive relief
      or
      other equitable remedies, and to limitations of public policy. The Common Stock,
      when issued and fully paid for in accordance with the terms of this Agreement,
      will be validly issued, fully paid and nonassessable. The issuance and sale
      of
      the Common Stock contemplated hereby will not give rise to any preemptive rights
      or rights of first refusal on behalf of any person which have not been waived
      in
      connection with this offering.

     

    2.4 No
      Conflict; Governmental Consents.

     


    
      
         

        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (a) The
      execution and delivery by the Company of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the violation of any
      material law, statute, rule, regulation, order, writ, injunction, judgment
      or
      decree of any court or governmental authority to or by which the Company is
      bound, or of any provision of the Articles of Incorporation or By-Laws of the
      Company, and will not conflict with, or result in a material breach or violation
      of, any of the terms or provisions of, or constitute (with due notice or lapse
      of time or both) a default under, any lease, loan agreement, mortgage, security
      agreement, trust indenture or other agreement or instrument to which the Company
      is a party or by which it is bound or to which any of its properties or assets
      is subject, nor result in the creation or imposition of any lien upon any of
      the
      properties or assets of the Company.

     

    (b) No
      consent, approval, authorization or other order of any governmental authority
      is
      required to be obtained by the Company in connection with the authorization,
      execution and delivery of this Agreement or with the authorization, issue and
      sale of the Shares, except such filings as may be required to be made with
      the
      SEC, NASD, NASDAQ and with any state or foreign blue sky or securities
      regulatory authority.

     

    2.5 Licenses.
      Except
      as otherwise set forth in the Memorandum, the Company has sufficient licenses,
      permits and other governmental authorizations currently required for the conduct
      of its business or ownership of properties and is in all material respects
      in
      compliance therewith.

     

    2.6 Litigation.
      The
      Company knows of no pending or threatened legal or governmental proceedings
      against the Company which could materially adversely affect the business,
      property, financial condition or operations of the Company or which materially
      and adversely questions the validity of this Agreement or any agreements related
      to the transactions contemplated hereby or the right of the Company to enter
      into any of such agreements, or to consummate the transactions contemplated
      hereby or thereby. The Company is not a party or subject to the provisions
      of
      any order, writ, injunction, judgment or decree of any court or government
      agency or instrumentality which could materially adversely affect the business,
      property, financial condition or operations of the Company. There is no action,
      suit, proceeding or investigation by the Company currently pending in any court
      or before any arbitrator or that the Company intends to initiate.

     

    2.7 Disclosure.
      The
      information set forth in the Offering Materials as of the date hereof contains
      no untrue statement of a material fact nor omits to state a material fact
      necessary in order to make the statements contained therein, in light of the
      circumstances under which they were made, not misleading.

     

    2.8 Investment
      Company.
      The
      Company is not an “investment company” within the meaning of such term under the
      Investment Company Act of 1940, as amended, and the rules and regulations of
      the
      SEC thereunder.

     

    2.9 Intellectual
      Property.

     

    (i) To
      the
      best of its knowledge, the Company owns or possesses sufficient legal rights
      to
      all patents, trademarks, service marks, trade names, copyrights, trade secrets,
      licenses, information and other proprietary rights and processes necessary
      for
      its business as now conducted and as presently proposed to be conducted, without
      any known infringement of the rights of others. Except as disclosed in the
      Memorandum, there are no material outstanding options, licenses or agreements
      of
      any kind relating to the foregoing proprietary rights, nor is the Company bound
      by or a party to any material options, licenses or agreements of any kind with
      respect to the patents, trademarks, service marks, trade names, copyrights,
      trade secrets, licenses, information and other proprietary rights and processes
      of any other person or entity other than such licenses or agreements arising
      from the purchase of “off the shelf” or standard products. The Company has not
      received any written communications alleging that the Company has violated
      or,
      by conducting its business as presently proposed to be conducted, would violate
      any of the patents, trademarks, service marks, trade names, copyrights or trade
      secrets or other proprietary rights of any other person or entity. 

     


    
      
         

        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (ii) Except
      as
      disclosed in the Memorandum, the Company is not aware that any of its employees
      is obligated under any contract (including licenses, covenants or commitments
      of
      any nature) or other agreement, or subject to any judgment, decree or order
      of
      any court or administrative agency, that would interfere with their duties
      to
      the Company or that would conflict with the Company’s business as presently
      conducted. 

     

    (iii) Neither
      the execution nor delivery of this Agreement, nor the carrying on of the
      Company’s business by the employees of the Company, nor the conduct of the
      Company’s business as presently conducted, will, to the Company’s knowledge,
      conflict with or result in a breach of the terms, conditions or provisions
      of,
      or constitute a default under, any contract, covenant or instrument under which
      any employee is now obligated.

     

    (iv) To
      the
      Company’s knowledge, no employee of the Company, nor any consultant with whom
      the Company has contracted, is in violation of any term of any employment
      contract, proprietary information agreement or any other agreement relating
      to
      the right of any such individual to be employed by, or to contract with, the
      Company because of the nature of the business conducted by the Company; and
      to
      the Company’s knowledge the continued employment by the Company of its present
      employees, and the performance of the Company’s contracts with its independent
      contractors, will not result in any such violation. The Company has not received
      any written notice alleging that any such violation has occurred. Except as
      described in the Memorandum, no employee of the Company has been granted the
      right to continued employment by the Company or to any compensation following
      termination of employment with the Company except for any of the same which
      would not have a material adverse effect on the business of the Company. The
      Company is not aware that any officer, key employee or group of employees
      intends to terminate his, her or their employment with the Company, nor does
      the
      Company have a present intention to terminate the employment of any officer,
      key
      employee or group of employees.

     

    2.10 Title
      to Properties and Assets; Liens, Etc.
      The
      Company has good and marketable title to its properties and assets, including
      the properties and assets reflected in the most recent balance sheet included
      in
      the Financial Statements, and good title to its leasehold estates, in each
      case
      subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
      (a) those resulting from taxes which have not yet become delinquent; (b) liens
      and encumbrances which do not materially detract from the value of the property
      subject thereto or materially impair the operations of the Company; and (c)
      those that have otherwise arisen in the ordinary course of business. The Company
      is in compliance with all material terms of each lease to which it is a party
      or
      is otherwise bound.

     


    
      
         

        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    2.11 Obligations
      to Related Parties.
      Except
      as described in the Memorandum, there are no obligations of the Company to
      officers, directors, stockholders, or employees of the Company other than (a)
      for payment of salary or other compensation for services rendered, (b)
      reimbursement for reasonable expenses incurred on behalf of the Company and
      (c)
      for other standard employee benefits made generally available to all employees
      (including stock option agreements outstanding under any stock option plan
      approved by the Board of Directors of the Company). Except as may be disclosed
      in the Memorandum, the Company is not a guarantor or indemnitor of any
      indebtedness of any other person, firm or corporation.

     

    


    
      	
              III.

            	
              TERMS
                OF SUBSCRIPTION

            


    

     

    3.1 There
      is
      no requirement that any minimum number of Shares be sold and therefore no escrow
      will be established for subscription funds. Subscription funds may be deposited
      by the Company directly into its operating account for use as described in
      this
      Confidential Offering Memorandum. 

     

    3.2 Certificates
      representing the Common Stock purchased by the Subscriber pursuant to this
      Agreement will be prepared for delivery to the Subscriber within 15 business
      days following the Closing at which such purchase takes place. The Subscriber
      hereby authorizes and directs the Company to deliver the certificates
      representing the Common Stock purchased by the Subscriber pursuant to this
      Agreement directly to the Subscriber’s residential or business address indicated
      on the signature page hereto. 

     

    


    
      	
              IV.

            	
              CONDITIONS
                TO OBLIGATIONS OF THE SUBSCRIBERS

            


    

     

    4.1 The
      Subscriber’s obligation to purchase the Shares at the Closing at which such
      purchase is to be consummated is subject to the fulfillment on or prior to
      such
      Closing of the following conditions, which conditions may be waived at the
      option of each Subscriber to the extent permitted by law:

     

    (a) Covenants.
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Company on or prior to the date of such Closing shall have been performed
      or complied with in all material respects.

     

    (b) No
      Legal Order Pending.
      There
      shall not then be in effect any legal or other order enjoining or restraining
      the transactions contemplated by this Agreement.

     

    (c) No
      Law
      Prohibiting or Restricting Such Sale.
      There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      such sale or requiring any consent or approval of any person, which shall not
      have been obtained, to issue the Securities (except as otherwise provided in
      this Agreement).

     

    
      	
              V.

            	
              LOCK-UP
                AGREEMENT

            


    

     

    5.1 The
      Subscriber understands that the Company may file with the Securities and
      Exchange Commission ("SEC") a registration statement on Form SB-2 (the
      "Registration Statement") to register certain shares of the Company’s common
      stock and to exercise its reasonable best efforts to cause the Registration
      Statement to become effective. The Company may
      also
      request a broker-dealer to file with the National Association of Securities
      Dealers (the "NASD") to secure the listing or quotation of its Common Stock
      on
      the Over the Counter Bulletin Board market maintained by the National
      Association of Securities Dealers, Inc.

     


    
      
         

        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    5.2 As
      an
      inducement to NASD market makers to establish a public market for the common
      stock, the Subscriber hereby agrees that from the date of the Confidential
      Offering Memorandum and until one (1) year after the Registration Statement
      is
      declared effective by the SEC, the Subscriber will not exercise any rights
      to
      sell any unregistered shares of the Company's Common Stock as may be permitted
      under SEC Rule 144. 

     

    
      	
              VI.

            	
              MISCELLANEOUS

            


    

     

    6.1 Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      or
      delivered by hand against written receipt therefor, addressed as
      follows:

     

    if
      to the
      Company, to it at:

    Carbon
      Sciences, Inc.

    50
      Castilian Drive Suite C

    Santa
      Barbara, California 93117

    Attn:
      Derek McLeish,
      Chief
      Executive Officer

    


    With
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      NY 10018

    Attn:
      Gregory Sichenzia, Esq.

    


    if
      to the
      Subscriber, to the Subscriber’s address indicated on the signature page of this
      Agreement.

     

    Notices
      shall be deemed to have been given or delivered on the date of mailing, except
      notices of change of address, which shall be deemed to have been given or
      delivered when received.

     

    6.2 Except
      as
      otherwise provided herein, this Agreement shall not be changed, modified or
      amended except by a writing signed by the parties to be charged, and this
      Agreement may not be discharged except by performance in accordance with its
      terms or by a writing signed by the party to be charged.

     

    6.3 Subject
      to the provisions of Section 5.10, this Agreement shall be binding upon and
      inure to the benefit of the parties hereto and to their respective heirs, legal
      representatives, successors and assigns. This Agreement sets forth the entire
      agreement and understanding between the parties as to the subject matter hereof
      and merges and supersedes all prior discussions, agreements and understandings
      of any and every nature among them.

     


    
      
         

        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    6.4 Upon
      the
      execution and delivery of this Agreement by the Subscriber, this Agreement
      shall
      become a binding obligation of the Subscriber with respect to the purchase
      of
      Common Stock as herein provided, subject, however, to the right hereby reserved
      by the Company to enter into the same agreements with other subscribers and
      to
      add and/or delete other persons as subscribers. 

     

    6.5 NOTWITHSTANDING
      THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
      THE
      PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA
      WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT
      A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES
      ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME COURT OF THE STATE
      OF NEVADA IN AND FOR CLARK COUNTY OF NEVADA OR THE FEDERAL COURTS FOR SUCH
      STATE
      AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY
      CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.


     

    6.6 In
      order
      to discourage frivolous claims the parties agree that unless a claimant in
      any
      proceeding arising out of this Agreement succeeds in establishing his claim
      and
      recovering a judgment against another party (regardless of whether such claimant
      succeeds against one of the other parties to the action), then the other party
      shall be entitled to recover from such claimant all of its/their reasonable
      legal costs and expenses relating to such proceeding and/or incurred in
      preparation therefor.

     

    6.7 The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect. If any provision of
      this
      Agreement shall be declared by a court of competent jurisdiction to be invalid,
      illegal or incapable of being enforced in whole or in part, such provision
      shall
      be interpreted so as to remain enforceable to the maximum extent permissible
      consistent with applicable law and the remaining conditions and provisions
      or
      portions thereof shall nevertheless remain in full force and effect and
      enforceable to the extent they are valid, legal and enforceable, and no
      provisions shall be deemed dependent upon any other covenant or provision unless
      so expressed herein.

     

    6.8 It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

     

    6.9 The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    6.10 This
      Agreement may be executed in two or more counterparts each of which shall be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument.

     


    
      
         

        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    6.11 Nothing
      in this Agreement shall create or be deemed to create any rights in any person
      or entity not a party to this Agreement, except (a) for the holders of
      Registable Securities.

     

    
      	
              VII.

            	
              CONFIDENTIAL
                INVESTOR QUESTIONNAIRE

            


    

     

    
      7.1 The
        Subscriber represents and warrants that he, she or it comes within one category
        marked below, and that for any category marked, he, she or it has truthfully
        set
        forth, where applicable, the factual basis or reason the Subscriber comes
        within
        that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
        CONFIDENTIAL. The undersigned agrees to furnish any additional information
        which
        the Company deems necessary in order to verify the answers set forth
        below.

       

      
        Category
          A__The
          undersigned is an individual (not a partnership, corporation, etc.) whose
          individual net worth, or joint net worth with his or her spouse, presently
          exceeds $1,000,000.

      

      


      Explanation.
        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 less debt secured by such
        property.

      


      Category
        B__ The
        undersigned is an individual (not a partnership, corporation, etc.) who had
        an
        income in excess of $200,000 in each of the two most recent years, or joint
        income with his or her spouse in excess of $300,000 in each of those years
        (in
        each case including foreign income, tax exempt income and full amount of
        capital
        gains and losses but excluding any income of other family members and any
        unrealized capital appreciation) and has a reasonable expectation of reaching
        the same income level in the current year.

      


      Category
        C__ The
        undersigned is a director or executive officer of the Company which is issuing
        and selling the Securities.

      


      Category
        D__ The
        undersigned is a bank; a savings and loan association; insurance company;
        registered investment company; registered business development company; licensed
        small business investment company (“SBIC”); or employee benefit plan within the
        meaning of Title 1 of ERISA and (a) the investment decision is made by a
        plan
        fiduciary which is either a bank, savings and loan association, insurance
        company or registered investment advisor, or (b) the plan has total assets
        in
        excess of $5,000,000 or (c) is a self directed plan with investment decisions
        made solely by persons that are accredited investors. (describe
        entity)

        
        ______________________________________________________________________________________________________________

        
        ______________________________________________________________________________________________________________

       

      Category
        E__ The
        undersigned is a private business development company as defined in section
        202(a) (22) of the Investment Advisors Act of 1940. (describe entity)


      ______________________________________________________________________________________________________________

      ______________________________________________________________________________________________________________

       

      Category
        F__   
        The
        undersigned is either a corporation, partnership, business trust, or non-profit
        organization within the meaning of Section 501(c) (3) of the Internal Revenue
        Code, in

      each
        case
        not formed for the specific purpose of acquiring the Common Stock and with
        total
        assets in excess of $5,000,000. (describe entity)

      ______________________________________________________________________________________________________________

      ______________________________________________________________________________________________________________

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      Category
        G__   The
        undersigned is a trust with total assets in excess of $5,000,000, not formed
        for
        the specific purpose of acquiring the Securities, where the purchase is directed
        by a

      “sophisticated
        investor” as defined in Regulation 506(b)(2)(ii) under the Act.

       

      Category
        H__   The
        undersigned is an entity (other than a trust) in which all of the equity
        owners
        are “accredited investors” within one or more of the above categories. If
        relying upon

      this
        Category alone, each equity owner must complete a separate copy of this
        Agreement. (describe entity)

       

      Category
        I__  The
        undersigned is not within any of the categories above and is therefore not
        an
        accredited investor.

       

       
        The undersigned agrees that the undersigned will notify the Company at any
        time
        on or prior to the Closing Date in the event that the representations and
        warranties in

       
        this Agreement shall cease to be true, accurate and complete.

       

      7.2 SUITABILITY
        (please
        answer each question)

       

      (a) For
        an
        individual Subscriber, please describe your current employment, including
        the
        company by which you are employed and its principal business:

       

      (b) For
        an
        individual Subscriber, please describe any college or graduate degrees held
        by
        you:

       

      (c) For
        all
        Subscribers, please list types of prior investments:

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (d) For
        all
        Subscribers, please state whether you have participated in other private
        placements
        before:

       

      YES_______   NO_______

       

      (e) If
        your
        answer to question (d) above was “YES”, please indicate frequency of such prior
        participation in private
        placements
        of:

       

      
        	 	
                Public

                Companies

              	
                Private

                Companies

              	 
	
                Frequently

              	 	 	 
	
                Occasionally

              	 	 	 
	
                Never

              	 	 	 


      

      


      (f) For
        individual Subscribers, do you expect your current level of income to
        significantly decrease in the foreseeable future:

       

      YES_______   NO_______

       

      (g) For
        trust, corporate, partnership and other institutional Subscribers, do you
        expect
        your total assets to significantly decrease in the foreseeable future:


       

      YES_______   NO_______

       

      (h) For
        all
        Subscribers, do you have any other investments or contingent
        liabilities which you reasonably anticipate could cause you to need sudden
        cash
        requirements in excess of cash readily available to you: 

       

      YES_______   NO_______

       

      (i) For
        all
        Subscribers, are you familiar with the risk aspects and the non-liquidity
        of
        investments such as the securities for which you seek to subscribe?

       

      YES_______   NO_______

       

      (j) 
        For all
        Subscribers, do you understand that there is no guarantee of financial return
        on
        this investment and that you run the risk of losing your entire
        investment?

       

      YES_______   NO_______

       

      7.3 MANNER
        IN WHICH TITLE IS TO BE HELD.
        (circle
        one)

       

      (a) Individual
        Ownership

      (b) Community
        Property

      (c) Joint
        Tenant with Right of  Survivorship
        (both parties must
        sign)

      (d) Partnership*

      (e) Tenants
        in Common

      (f) Company*

      (g) Trust*

      (h) Other*

      *If
        Securities are being subscribed for by an entity, the attached Certificate
        of
        Signatory must also be completed.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      7.4 NASD
        AFFILIATION.

       

      Are
        you
        affiliated or associated with an NASD member firm (please check
        one):

       

      Yes
        _________  No
        __________

       

      If
        Yes,
        please describe:

      __________________________________________________________________________________________________________________________________

      __________________________________________________________________________________________________________________________________

      __________________________________________________________________________________________________________________________________

      


      *If
        Subscriber is a Registered Representative with an NASD member firm, have
        the
        following acknowledgment signed by the appropriate party:

       

      The
        undersigned NASD member firm acknowledges receipt of the notice required
        by
        Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

       

      _________________________________

      Name
        of
        NASD Member Firm

      


      By:
        ______________________________

      Authorized
        Officer

      


      Date:
        ____________________________

      


      7.5 The
        undersigned is informed of the significance to the Company of the foregoing
        representations and answers contained in the Confidential Investor Questionnaire
        contained in this Article VII and such answers have been provided under the
        assumption that the Company will rely on them.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
             

          

          
          

        

        
          14

          
            

          

        

        
          
          

          
          

        

      

       

      NUMBER
        OF SHARES __________ X $0.10 =
        $__________ (the “Purchase Price”) 


      


      
        	
              	 
	
                
                  

                

                Signature

              	
                
 Signature
                (if purchasing jointly)
	 	 
	
                

                Name Typed or Printed 

              	
                
                  

                

                Name Typed or Printed

              
	 	 
	
                
                  
 Title
                  (if Subscriber is an
                  Entity)

              	
                
                  

                

                Title (if Subscriber is an Entity)

              
	 	 
	
                
                  

                

                Entity Name (if applicable)

              	
                
                  

                

                Entity Name (if applicable

              
	 	 
	
                
                  

                

                Address 

              	
                
                  

                

                Address

              
	
              	 
	
                
                  

                

                City, State and Zip Code

              	
                

                City, State and Zip Code
	 	 
	
                
 Telephone-Business	
                

                Telephone-Business
	 	 
	
                
Telephone-Residence	
                
Telephone-Residence
	 	 
	
                
Facsimile-Business    	
                
Facsimile-Business
	 	 
	
                

                Facsimile-Residence	
                
Facsimile-Residence
	 	 
	
                
Email 	
                

                Email
	 	 
	
                

                Tax ID # or Social Security # 	
                

                Tax ID # or Social Security # 


      

        

    

    Name
      in which securities should be issued:      

    


    


    Dated:____________________,
      2007

    


    This
      Subscription Agreement is agreed to and accepted as of
      ________________ ,
      2007.

     

     

     

    
      	 	 	 
	 	CARBON SCIENCES, INC.
	 
 	 
 	 
 
	
            	By:  	/s/ 
	 	
              
                

              

              Name:
                Derek McLeish

              Title:
                President and CEO  

            
	 	 


    

     


    
      
         

        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    CERTIFICATE
      OF SIGNATORY

    


    (To
      be
      completed if Shares are

    being
      subscribed for by an entity)

    


    


    I,
      ____________________________, am the ____________________________ of
      __________________________________________ (the “Entity”).

    


    I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Subscription Agreement and to purchase and hold the Common
      Stock, and certify further that the Subscription Agreement has been duly and
      validly executed on behalf of the Entity and constitutes a legal and binding
      obligation of the Entity.

    


    IN
      WITNESS WHEREOF, I have set my hand this ________ day of _________________,
      2007

    


    


    _______________________________________

    (Signature)