EXHIBIT 4.2

                          SHARE SUBSCRIPTION AGREEEMENT

TO:       NetCo Investments Inc., a Washington corporation

ADDRESS:  Suite 212, 1166 Alberni Street
          Vancouver, British Columbia CANADA V6E 3Z3


1.   Share Subscription. The undersigned ("Subscriber") hereby agrees to
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     purchase _________________________________________ shares of common stock,
     par value $0.025, of NetCo Investments Inc., a Washington corporation
     ("Company").

     The purchase price for the shares will be held in trust by our solicitor
     until the minimum number of shares have been subscribed for. In the event,
     the minimum number of shares are not subscribed for the purchase price
     shall immediately be refunded to Subscriber.

2.   Issuer Representations and Warranties.  Issuer hereby represents and
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     warrants to Subscriber as follows:

     2.1  Organization,  Good  Standing  and  Qualifications.  The  Issuer  is a
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          corporation duly organized, validly existing and in good standing
          under the laws of the State of Washington.

     2.2  Valid  Issuance  of  Common  Stock.  The Common Stock, when issued and
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          delivered in accordance with the terms hereof for the consideration
          expressed herein, will be validly issued and outstanding, fully paid
          and non-assessable.

     2.3  Reporting  Issuer. The Issuer is subject to the reporting requirements
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          of the Securities Exchange Act of 1934 (the "34 Act").

     2.4  No  Market  Conditioning.  The  Issuer  undertook  no activity for the
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          purpose of, or that could reasonably be expected to have the effect
          of, conditioning the market in the United States for the Common Stock.
          The Issuer did not place any advertisements in any publication
          referring to the offering of the Common Stock for sale.

3.   Subscriber Representations and Warranties.  Subscriber hereby represents
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     and warrants to Issuer as follows:

     3.1  Authority  of  Subscriber.  The  Subscriber,  if  a  corporation,
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          partnership, trust or any other entity than a natural person,
          represents that the subscription of the Common Stock referred to in
          this Agreement does not contravene its charter or other organizational
          documents or the laws of the country, state or province of its
          incorporation, formation or organization or of any other relevant
          jurisdiction. The Subscriber also represents that it has the necessary
          authorizations to that effect.

     3.2  Investment Experience. The Subscriber has such knowledge and
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          experience in financial and business matters that it is capable of
          evaluating the merits and risks of the prospective investment in the
          Common Stock, which are substantial and has in fact evaluated such
          merits and risks in making its investment decision to purchase the
          Common Stock. The Subscriber, by virtue of its business and financial
          expertise, has the capacity to protect its own interest in connection
          with this transaction, or has consulted with tax, financial, legal or
          business advisors as to the appropriateness of an investment in the
          Common Stock. The Subscriber has not been organized for the purpose of
          investing in the Common Stock, although such investment is consistent
          with its purposes.


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     3.3  Accredited Investor. The Subscriber is (check applicable box):
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          (a)  [ ]  a bank as defined in Section 3(a)(2) of the Securities Act
                    of 1933, as amended (the "Act"), or a savings and loan
                    association or other institution as defined in Section
                    3(a)(5)(A) of the Act acting in either an individual or
                    fiduciary capacity.

          (b)  [ ]  an insurance company as defined in Section 2(13) of the Act.

          (c)  [ ]  an investment company registered under the Investment Issuer
                    Act of 1940 or a business development company as defined in
                    Section 2(a)(48) of that act.

          (d)  [ ]  a Small Business Investment Issuer licensed by the U.S.
                    Small Business Administration under Section 301(c) or (d) of
                    the Small Business Investment Act of 1958.

          (e)  [ ]  a plan established and maintained by a state, its political
                    subdivisions or any 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.

          (f)  [ ]  an employee benefit plan within the meaning of Title 1 of
                    the Employee Retirement Income Security Act of 1974, and 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 advisor, or an employee benefit plan
                    having total assets in excel of $5,000,000 or, if a
                    self-directed plan, with investment decisions made solely by
                    persons who are Accredited Investors.

          (g)  [ ]  a private business development company as defined in Section
                    202(a)(22) of the Investment Advisors Act of 1940.

          (h)  [ ]  an organization described in Section 501(c)(3) of the
                    Internal Revenue Code of 1986, a corporation, Massachusetts
                    or similar business trust, or a partnership not formed for
                    the specific purpose of acquiring the Common Stock, with
                    total assets in excess of $5,000,000.

          (i)  [ ]  any trust with total assets in excess of $5,000,000 not
                    formed for the specific purpose of acquiring the Common
                    Stock, whose purchase is directed by a sophisticated person
                    who has such knowledge and experience in financial and
                    business matters that he is capable of evaluation the merits
                    and risks of the prospective investment.

          (j)  [ ]  a broker or dealer registered pursuant to Section 15 of the
                    Securities Exchange Act of 1934, as amended.

          (k)  [ ]  an individual (see Section 4.15(a) below).

          (l)  [ ]  none of the above (see Section 4.15(b) below).

     3.4  (a)  Individual Subscriber. If the Subscriber is an individual, then
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               the  Subscriber (check an applicable box):

               [ ]  is a director, executive officer or general partner of the
                    issuer of the Common Stock being offered or sold or a
                    director, executive officer or general partner of a general
                    partner of that issuer.


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               [ ]  has an individual net worth, or joint net worth with that
                    person's spouse, at the time of his purchase exceeding
                    $1,000,000.

               [ ]  had an individual income in excess of $200,000 in each of
                    the two most recent years or joint income with that person's
                    spouse in excess of $300,000 in each of those years and has
                    a reasonable expectation of reaching the same income level
                    in the current year.

               [ ]  none of the above.
                                                                       (Initial)
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     3.5  (b)  If the Subscriber checked the box for "none of the above", then
               the Subscriber is an entity each equity owner of which is an
               individual who could check one of the first three boxes in
               Section 3.4(a) above.
                                                                       (Initial)
                                                             ----------

     3.5  No Distributor, Dealer or Underwriter. Subscriber is not a
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          Distributor or dealer of the Common Stock. Subscriber is not taking
          the Common Stock with the intent to make a distribution of the Common
          Stock, as such terms are defined in the Act and the '34 Act. In any
          event, if Subscriber is deemed to be the distributor of the Common
          Stock offered hereby, Subscriber will act in accordance with
          applicable law.

     3.6  Investment Intent. The Subscriber is acquiring the Common Stock for
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          its own account and for investment purposes and not for sale or with a
          view to distribution of all or any part of such Common Stock and has
          no present plans to enter into any contract, undertaking, agreement or
          arrangement for such resale or distribution.

     3.7  No Immediate Need for Liquidity. The Subscriber understands that the
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          Common Stock is a "restricted security" within the meaning of the Act,
          and certifies representing the Common Stock are legended with certain
          restrictions on the resale of the Common Stock and the Common Stock
          may not be resold without a valid exemption from registration under
          the Act, or until a registration statement is filed with respect
          thereto under the Act. There can be no assurance that upon
          registration of the Common Stock pursuant to the Act, that a market
          for the Common Stock will exist on an exchange or market or quotation
          system. Accordingly, the Subscriber is aware that there are legal and
          practical limits on the Subscriber's ability to sell or dispose of the
          Common Stock, and, therefore that the Subscriber must bear the
          economic risk of the investment for an indefinite period of time. The
          Subscriber has adequate means of providing for the Subscriber's
          current needs and possible personal contingencies and has need for
          only limited liquidity of this investment. The Subscriber's commitment
          to illiquid investments is reasonable in relation to the Subscriber's
          net worth. The Subscriber is capable of bearing the high degree of
          economic risks and burdens of this investment, including but not
          limited to the possibility of complete loss of all its investment
          capital and the lack of a liquid market, such that it may not be able
          to liquidate readily the investment whenever desired or at the then
          current asking price.

     3.8  Exempt Subscription. The Subscriber understands that the Common Stock
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          is being offered and sold in reliance on specific exemptions from the
          registration requirements of U.S. federal and state law and that the
          representations, warranties, agreements, acknowledgements and
          understandings set forth herein are being relied upon by the Issuer in
          determining the applicability of such exemptions and the suitability
          of the Subscriber to acquire such Common Stock.

     3.9  Authority of Signatory. The Subscriber has full power and authority to
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          execute and deliver this Agreement and each other document included
          herein as an exhibit to this Agreement for which signature is
          required, and the person executing this Agreement on behalf of the
          subscribing individual, partnership, trust, estate, corporation or
          other entity executing this Agreement is a


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          duly authorized signatory. If the signatory of this Agreement on
          behalf of the Subscriber is not the Subscriber or an authorized
          officer of partner of the Subscriber, the signatory represents and
          warrants to the Issuer that the signatory is a professional fiduciary
          of the Subscriber, acting solely in its capacity as holder of such
          account, as a fiduciary, executor or trustee.

     3.10 Private Transaction. At not time was the Subscriber presented with or
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          solicited by any leaflet, public promotional meeting, circular,
          newspaper or magazine article, radio or television advertisement or
          any other form of general advertising.

     3.11 Citizenship. The Subscriber hereby certifies that:
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          (a)  neither it not its beneficial owner(s), as determined pursuant to
               Rule 13d-3 under the '34 Act, was a citizen of the United States
               at the time it received the offer to purchase the Common Stock,
               or at the closing of the purchase of the Common Stock;

          (b)  it was not in the United States at the time its buy order was
               originated; and

          (c)  it did not acquire the Common Stock for the account or benefit or
               any U.S. person.

     3.12 Reliance on Own Advisors. The Subscriber has relied completely on the
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          advice of, or has consulted with, his own personal tax, investment,
          legal or other advisors and has not relied on the Issuer or any of its
          affiliates, officers, attorneys, accountants or any affiliates of any
          thereof and each other person, if any, who controls any thereof,
          within the meaning of Section 15 of the Act, except to the extent such
          advisors shall be deemed to be as such.

4.   Subscriber' Covenants and Acknowledgments. Subscriber makes the following
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     covenants and acknowledgments:

     4.1  Covenants of Subscriber. Subscriber shall not make any sale, transfer
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          or other disposition of the Common Stock in violation of the Act or
          the '34 Act, or any other applicable securities laws, or the rules and
          regulations of the U.S. Securities and Exchange commission or of any
          securities authority of any jurisdiction in which the sale, transfer
          or disposition of all or any portion of the Common Stock unless and
          until (i) there is then in effect a Registration Statement under the
          Act covering such proposed sale, transfer or disposition and such
          disposition is made in accordance with such Registration Statement; or
          (ii) the sale, transfer or disposition is made pursuant to a valid
          exemption from the registration and prospectus delivery requirements
          of applicable securities laws.

     4.2  Acknowledgments of Subscriber. Subscriber acknowledges and understands
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          as follows:

          4.2.1  Risks  of Investment. The Subscriber recognizes that investment
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                 in the Issuer involves certain risks, including the potential
                 loss of the Subscriber's investment herein, and the Subscriber
                 has taken full cognizance of and understands all of the risk
                 factors related to the purchase of the Common Stock.

          4.2.2  No  Government  Approval. No federal or state agency has passed
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                 upon the Common Stock or made any finding or determination as
                 to the fairness of this transaction.

          4.2.3  Price.  The  Price  of  the  Common Stock was determined by the
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                 Issuer and bears no relationship to the Issuer's assets, book
                 value or results of operation.

          4.2.4  No Registration. The Common Stock and any component thereof has
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                 not been registered under the Act or any securities laws of any
                 other jurisdiction by reason of exemptions from the
                 registration requirements of the Act and such laws, and may not
                 be sold, pledged, assigned or otherwise disposed of in the
                 absence of an effective registration statement for the Common
                 Stock and any component thereof under the Act or unless an
                 exemption from such registration is available.


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          4.2.5  No  Assurances  of  Registration.  There  can  be  no  absolute
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                 assurance that any registration statement will be filed with
                 respect to the common Stock or the Common Stock underlying the
                 Common Stock, or if filed, that such registration statement
                 will become effective. Therefore, unless an exemption from the
                 registration requirements under applicable law is available,
                 the Subscriber may be required to bear the economic risk of the
                 Subscriber's investment for an indefinite period of time.

          4.2.6  Legends.  The  certificates representing the Common Stock shall
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                 bear the following legend:

     THIS SECURITY HAS NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE
     COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR
     ANY OTHER SECURITIES AUTHORITIES. IT IS BEING OFFERED PURSUANT TO AN
     EXEMPTION FROM REGISTRATION UNDER REGULATIONS PROMULGATED UNDER THE ACT. IT
     MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT OR AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE
     SECURITIES LAWS.

     The Issuer may in its sole discretion place a "Blue Sky" legend on the
     certificates in accordance with U.S. State securities laws or as required
     by applicable securities laws.

5.   Regulation S. Issuer and Subscriber agree that Issuer, through its
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     transfer agent, shall refuse to register any transfer or attempted transfer
     of the Common Stock not made in accordance with the provisions of
     Regulation S of the Securities Act of 1933 (the "Act"), pursuant to
     registration under the Act, or pursuant to an available exemption from
     registration. The Subscriber agrees to resell the Common Stock only in
     accordance with the provisions of Regulation S of the Act, pursuant to
     registration under the Act, or pursuant to an available exemption from
     registration; and agrees not to engage in hedging transactions with regard
     to the Common Stock unless in compliance with the Act.

6.   Notices. Any notice required or permitted to be given under this
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     Subscription shall be deemed to have been given when sent by registered or
     certified mail, postage prepaid, addressed to the person to receive notice
     at the last address available in the records of the Company.

7.   Heirs and Successors Bound. Subscriber may not cancel, terminate or
     --------------------------
     revoke this Subscription. Subscriber executes this Subscription on behalf
     of Subscriber, Subscriber's spouse and the marital community composed of
     them. This Subscription shall bind and inure to the benefit of Subscriber's
     heirs, personal representatives and successors.

8.   Assignments. Subscriber may not assign or delegate any right or duty
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     under this Subscription without the written consent of the Company.

9.   Applicable Law and Jurisdiction.
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     9.1  This Agreement shall be governed by and construed in accordance with
          the laws of the State of Washington, without regard to conflicts of
          law principles.

     9.2  In the event of any dispute, controversy, claim or difference that
          should arise between the parties out of or relating to or in
          connection with this Agreement or the breach thereof, the parties
          shall endeavour to settle such conflicts amicably among themselves.
          Should they fail to do so, the matter in dispute shall be settled by
          arbitration pursuant to the provisions of R.C.W. 7.04. Procedurally,
          the arbitration will be conducted in conformity with Washington
          Mandatory Arbitration Rules 5.1 - 5.4. The parties shall select a
          single arbitrator within ten (10) days of the receipt of demand for
          arbitration. If the parties fail to appoint an arbitrator within the
          ten (10) day period, any party may make immediate application to the
          King County Superior Court for the appointment of an arbitrator. The
          arbitration hearing shall take place in Seattle, Washington, and shall
          commence within sixty (60) days of the appointment of an arbitrator.


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          Any party which is determined in such arbitration to be the prevailing
          party shall be entitled to have its attorneys' fees and costs paid by
          the non-prevailing party.


     IN WITNESS WHEREOF, the undersigned Subscriber has executed this Share
Subscription Agreement this _____ day of __________, 2004.


                                                    SUBSCRIBER:
                                                    -----------

                                                    <Subscriber Name>



                                                    By:
                                                         -----------------------
                                                         <Signature>


                                   ACCEPTANCE

     The foregoing Subscription Agreement and the consideration reflected
therein are hereby accepted.

          DATED this _____ day of __________, 2004.

                                                    NETCO INVESTMENTS INC.



                                                    By:
                                                         -----------------------
                                                         <Signature>



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