ex10-1.htm


    Exhibit
10.1

    SUBSCRIPTION
AGREEMENT

    


    


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

    


    
      	
              1.

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

            


    

    


    
      	
              2.

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

            


    

    


    
      	
              3.

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

            


    

    


    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

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

    


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

    


    
      	
              _______
      (1)

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

            


    

    
      	
              
                Initials

              

            	
               

            


    

    


    
      	
              _______
      (2)

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

            


    

    
      	
              Initials

            	 


    

    


    
      	
              _______
      (3)

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

            


    

    
      	
              
                Initials

              

            	
               

            


    

    


    


    
      	
              _______
      (4)

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

            


    

    
      	
              
                Initials

              

            	
               

            


    

    


    
      	
              _______
      (5)

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

            


    

     

    Initials

    


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

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


    


    


    


    REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    OFFEREE
QUESTIONNAIRE


    


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

    


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

    


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

    


    PART I. INDIVIDUAL
INVESTORS

    


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

    


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

    


    ______________________________________________________________________

    


    2.           Residence
address: ________________________________________________

    


    ______________________________________________________________________

    


    3.           Home
telephone: __________________________________________________

    


    4.           Date
of birth: _____________________________________________________

    


    5.           Social
security number: _____________________________________________

    


    6.           United
States citizen:

     

    o
Yes

    


    o
No

    


    If no,
country of
citizenship:_______________________________________________

    


    7.           Occupation:  ____________________________________________________

    


    8.           Number
of
years:  _________________________________________________

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    9.           Present
employer: __________________________________________________

    


    10.           Position/Title:
_____________________________________________________

    


    11.           Business
address: __________________________________________________

    


    _______________________________________________________________________

    


    12.           Business
telephone: _________________________________________________

    


    13.           Business
fax: ______________________________________________________

    


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

    ____________________________________________________________________________________________________

    
      ____________________________________________________________________________________________________

      ____________________________________________________________________________________________________



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

    


    o
Yes           oNo

    


    If yes,
in which state and countries?
_______________________________________________________________________

    


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

    


    
      o
Yes           oNo



    If no,
please specify the amount:
$____________________________________________________________

    


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

    _______________________________________________________________________________________

    


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

    


    
      o
Yes           oNo

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

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

    


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

    


    
      o
Yes           oNo



    If no,
please specify the amount:
$____________________________________________________________

    


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

    
      ____________________________________________________________________________________________________

      
        ____________________________________________________________________________________________________

        ____________________________________________________________________________________________________

      

    

    


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

      ____________________________________________________________________________________________________

      
        ____________________________________________________________________________________________________

        ____________________________________________________________________________________________________

      

    

    


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

    
      ____________________________________________________________________________________________________

      
        ____________________________________________________________________________________________________

        ____________________________________________________________________________________________________

      



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

    


     


      o
Yes           oNo



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

    _______________________________________________________________________________________

    


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

    oAccountant:
________________________________________________________________________________________

    ____________________________________________________________________________________________________

    


    oAttorney:
__________________________________________________________________________________________

    ____________________________________________________________________________________________________

    


    oLicensed investment
adviser:
___________________________________________________________________________

    ____________________________________________________________________________________________________

    


    oAnticipated dollar
amount of subscription:
_________________________________________________________________

    


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

    


    oIndividual

    oTenants in
common

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

    oCommunity
property

    oOther
(describe):

    


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

    


    Executed
at ____________________________________, on ______________, 20_____

    


    


    ________________________________________________

    (Signature)

    


    


    ________________________________________________

    (Print or
type name)

    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    PART II. NONINDIVIDUAL
INVESTORS

    


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

    


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

    ______________________________________________________

    


    2.           Address
of principal place of business: 

    ______________________________________________________

    


    3.           Jurisdiction
of formation or incorporation: 

    ______________________________________________________

    


    4.           Contact
person:

    _______________________________________________________

    


    5.           Telephone
number: 

    _______________________________________________________

    


    6.           Fax
number: 

    ________________________________________________________

    


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

    ________________________________________________________

    


    8.           Taxpayer
identification number: 

    ___________________________________________________________

    


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

    


    oYes                      oNo

    


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

    


    10.           Amount
of your proposed investment: $ _______________________

    


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

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


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

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    oOther
(describe):
______________________________________________________________

    


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

    __________________________________________________________________

     

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

    


    Executed
at _________________________________, on ____________, 20___.

    


    


    _________________________________________________________________

    (Print or
type name)

    


    


    By:
______________________________________________________________

    


    


    Title:
____________________________________________________________

    


     SIGNATURE PAGE TO SUBSCRIPTION
AGREEMENT

    


    Amount of
shares Investor subscribed for_________. Subscription Amount $ _________

    


    Make
check payable to: DRS Inc.

    


    EACH SUBSCRIBER REPRESENTS
THAT:

    


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

    .

    


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

    


    FOR INDIVIDUALS:

    


    ____________________________________

    Print
Name

    


    ____________________________________

    Signature

    


    NAME AND SIGNATURE OF JOINT TENANT OR
TENANT IN COMMON

    


    ____________________________________

    Print
Name

    


    ____________________________________

    Signature

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    FOR TRUSTS, CORPORATIONS,
PARTNERSHIPS

    


    


    __________________________________________________________________

    Print
Name of Entity

    


    


    By:
__________________________________________________________________

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

     

    


     

    


    
      	
              ________________________________

            	
              ______________________________

            
	
              Signature

            	
              Date

            
	 	 
	 	 
	
              _______________________________

            	
              ______________________________

            
	
              Signature

            	
              Date

            
	 	 
	 	 
	
              Agreed
      to and accepted by:

            	 
	 	 
	 	 
	
              _____________________________

            	
              ______________________________

            
	
              DRS
      Inc.

            	
              Date

            
	
              Mr.
      Daniel Mendes, President

            	 


    

    


    


    


    


    
      
        
        

      

      
        12