Oasis Online Technologies Corp - Exhibit 10.1





EXHIBIT 10.1






 OASIS ONLINE TECHNOLOGIES CORP



Oasis Online Technologies Corp, a Minnesota corporation (the "Company"
or "Oasis"), is intending to sell to a limited number of qualified investors
an amount of shares of the Company's common stock, par value $.01 per share ("Common
Stock"), such that in the aggregate the Company will raise up to One Million
Two Hundred Thousand Dollars ($1,200,000). The actual closing of the sale may
occur in multiple tranches, each at the then public trading price for the Common
Stock or at a price negotiated by the Company and the investors. It is expected
that the initial closing will occur after receipt by Oasis of subscriptions for
not less than $100,000 (the "Initial Closing"), and that subsequent closings
will occur after receipt of subscriptions for not less than an additional $200,000.
The specific timing and amount of the closings, as well as the total dollar amount
of the subscriptions accepted, will be determined by the Company, in its sole
discretion. Based on the anticipated offering prices of between ten cents per
share for the first tranche and fifty cents for the last tranche, the Company
could be selling up to approximately 4.5 million shares of Common Stock (the "Shares")
in the total offering. 



The minimum subscription for the Shares by any investor is $25,000. The Company
reserves the right to accept or reject any subscription, in whole or in part,
and any subscription that is not accepted will be returned without interest. Subscriptions
received by the Company will be placed in the Company's operating account, as
no escrow will be established. To the extent investors subscribe for an amount
greater than the Company desires to receive, any excess amount shall be returned
to the investors pro rata based upon the number shares owned by such investor
in relation to the total number of shares owned by all investors whose subscriptions
have been accepted by the Company (as determined prior to the purchase of any
Shares). Please review the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2008 (the "Annual Report") filed with the Securities
and Exchange Commission (the "SEC"), prior to your completion of the Subscription
Agreement. 



We intend to use the money from the financing described herein for general working
capital purposes, including possibly funding research and development efforts
and pursuing joint ventures or some form of collaboration with other entities
who have interest in our products, technology, product marketing or for any other
venture that the Company's managements deems appropriate and in the best interest
of the shareholders. 



The Company is authorized to issue 100,000,000 shares of Common Stock, of which
13,741,208 common shares are issued and outstanding. The Company's Board of Directors
has authorized an increase in the issued and outstanding common shares of the
Company's Common Stock to permit the contemplated financing to occur.





 







INSTRUCTIONS TO INVESTORS



Persons wishing to subscribe for Shares in the Company must perform the following:





	
      1. 

    	Complete and execute the Subscription Agreement,
      inserting the date.  
	
      

    	 
	
      2. 

    	Please indicate the dollar amount of Shares
      (based on the price as noted above) you wish to purchase and include the
      purchase price in Section 1 of the Subscription Agreement (on page 3). 


  

	
      3. 

    	Make a check payable to: 


	 	"Oasis Online Technologies Corp". 


	 	 
	
      4. 

    	Mail or send via overnight courier the check
      to: 


	 	 
	 	Oasis Online Technologies Corp 

      4710 E Falcon Drive 

      Suite 213 

      Mesa, AZ 85213 

      Attention: John Venette, CFO 




Please note that the Initial Closing is expected to occur on or
about Friday, November 4, 2008. If you desire to be included in the Initial Closing
please submit a completed Subscription Agreement and check payable to Oasis Online
Technologies Corp 4710 E Falcon Drive Suite 213 Mesa, Arizona 85213, Attention:
John Venette, by no later than Monday November 3, 2008. 



Note to Partnership, Corporate and Trust Subscribers : 



Partnerships provide a copy of the partnership agreement, as amended
to date, showing the date of formation and giving evidence of the authority of
the person(s) signing the subscription documentation to do so. 



Corporations provide a copy and the filing date of the articles of incorporation
and bylaws, as amended to date, and a corporate resolution authorizing the purchase
of the Shares and giving authority to the person(s) signing the subscription documents
to do so. 



Trusts provide a copy of the trust agreement as amended to date,
showing the date of formation and giving evidence of the authority of the person(s)
signing the subscription documentation to do so.  







 







SUBSCRIPTION AGREEMENT 

  

  OASIS ONLINE TECHNOLOGIES CORP






	 	Oasis Online Technologies Corp 

      4710 E Falcon Drive 

      Suite 213 

      Mesa, AZ 85213 

      Attention: John Venette, CFO




Ladies and Gentlemen: 



The undersigned (the "Investor") hereby irrevocably subscribes for __________
shares of Common Stock of Oasis Online Technologies Corp, a Minnesota corporation
(the "Company"), based on the price negotiated by the parties or the then
public trading price for the Common Stock on the date of the applicable closing
(the "Subscription Shares") and subject to the following terms and conditions
agreed upon by the Investor and the Company. The securities issued pursuant to
this Subscription Agreement are referred to herein as "Subscription Securities".




       1.       Purchase
Price. The Investor shall pay a total of $____________for the Subscription
Securities by combination of a check payable to the order of Oasis Online Technologies
Corp, delivered by the Investor to Oasis Online Technologies Corp 4710 E Falcon
Drive, Suite 213, Mesa, AZ 85213. Attention: John Venette CFO, and an executed
promissory note for the balance of the total not paid by check, with the execution
and delivery of this Subscription Agreement. The amount of the purchase price
represented by the promissory note shall be recorded as "Subscriptions Receivable"
in a contra equity account of the Company. All Subscription Securities issued
to Investor shall be held by the Company as collateral for payment of promissory
note until the entire subscription receivable recorded pursuant to the promissory
note has been received by the Company from the Investor



       2.       Acceptance
of Subscription. It is understood and agreed that the Company shall have
the right, at any time prior to receipt of notice of cancellation from the Investor
to accept or reject this Subscription Agreement, in whole or in part, and that
the same shall be deemed to be accepted by the Company only when executed by an
authorized officer of the Company. Further, the Investor acknowledges and agrees
that, to the extent investors oversubscribe for the Subscription Securities then
any excess amount shall be returned to the investors pro rata based upon the number
shares owned by such investor in relation to the total number of shares owned
by all investors whose subscriptions have been accepted by the Company (as determined
prior to the purchase of any Subscription Securities). 



       3.       Investor
Representations. The Investor hereby represents and warrants to the Company
as follows: 




	
      a) 

    	The Investor is relying solely on the information
      filed by the Company with the SEC or contained in this Subscription Agreement,
      which the Investor acknowledges it has received, read and understood the
      terms contained herein and is not relying upon any oral representations
      in making the decision to purchase the Subscription Securities. 
	
      

    	 
	
      b) 

    	The Investor has carefully reviewed and understands
      the risks of, and other consideration relating to, the purchase of the Subscription
      Securities, including without limitation the risks set forth in the "Risk
      Factors" section of the Annual Report 






 






	
      c) 

    	The Investor should be considered to be an
      accredited investor, is familiar with the risks inherent in speculative
      investments such as in the Company, has such knowledge and experience in
      financial business matters that it is capable of evaluating the merits and
      risks of the investment in the Subscription Securities.
	
      

    	 
	
      d) 

    	 The Investor is purchasing the Subscription
      Securities without being furnished any offering literature or prospectus.
      
	 	 
	
      e) 

    	The Investor has been afforded the opportunity
      to ask questions of, and receive answers from, the Company's management
      about the business and affairs of the Company and concerning the terms and
      conditions of the offering of the Subscription Securities, and to obtain
      any additional information, to the extent that the Company possessed such
      information or could acquire it without unreasonable effort or expense,
      necessary to verify the accuracy of the information otherwise obtained by
      or furnished to the Investor in connection with the offering of the Subscription
      Securities. The Investor agrees that the Company has furnished to the Investor
      all information which the Investor considered necessary to form a decision
      concerning the purchase of the Subscription Securities, and no valid request
      to the Company by the Investor for information of any kind about the Company
      has been refused or denied by the Company or remains unfulfilled as of the
      date hereof. 
	
      

    	 
	
      f) 

    	The Investor acknowledges that the Company
      does not currently have enough authorized shares of Common Stock available
      to issue the Shares and that Stockholder Approval must be received by the
      Company prior to the issuance of the Subscription Shares to the Investor
      and further acknowledges that in the event the Company is unable to receive
      Stockholder Approval that the Investor's subscription under this Subscription
      Agreement shall be deemed a subscription for Debt Securities in an amount
      equal to the purchase price paid for such Subscription Shares. 
	
      

    	 
	
      g) 

    	The Investor recognizes that the Subscription
      Securities have not been registered under the Securities Act of 1933, as
      amended ("Securities Act"), nor under the securities laws of any state and,
      therefore, cannot be resold unless resale of the Subscription Securities
      is registered under the Securities Act or unless an exemption from registration
      is available; no public agency has passed upon the accuracy or adequacy
      of the information contained in herein or the fairness of the terms of the
      offering; the Investor may not sell the Subscription Securities without
      registering them under the Securities Act and any applicable state securities
      laws unless exemptions from such registration requirements are available
      with respect to any such sale. 
	
      

    	 
	
      h) 

    	The Subscription Securities being acquired
      by Investor are being acquired for the Investor's own account and for the
      purpose of investment and not with a view to, or in connection with, the
      resale, transfer or other distribution thereof in violation of the Securities
      Act, nor with any present intention of so reselling, transferring or distributing
      the Subscription Securities. Any sale, transfer or other disposition of
      the Subscription Securities will be made only if such securities are registered
      under the Securities Act, or the sale is made in compliance with an exemption
      under the Securities Act, or the rules thereunder, and any applicable state
      securities laws. No one other than the Investor has any beneficial interest
      in said securities. 
	
      

    	 
	
      i) 

    	The Investor understands and acknowledges that
      the Investor has no right to require registration of resale of the securities
      purchased hereby under the Securities Act or under any state securities
      laws. 






 






	
      j) 

    	The Investor is an Accredited Investor within
      the meaning of Regulation D promulgated under the Securities Act. An Accredited
      Investor shall mean any person who comes within any of the following categories,
      or who the Company reasonably believes comes within any of the following
      categories, at the time of the sale of the securities to that person: 







	 	
      (1) 

    	Any bank as defined in section 3(a)(2) of the
      Securities Act or savings and loan association or other institution as defined
      in Section 3(a)(5)(A) of the Securities Act whether acting in an individual
      or fiduciary capacity; brokers and dealers registered under Section 15 of
      the Securities Exchange Act of 1934; an insurance company as defined in
      section 2(13) of the act; an investment company registered under the Investment
      Company Act of 1940 or a business development company as defined in section
      2(a)(48) of that act; a Small Business Investment Company licensed by the
      U. S. Small Business Administration under section 301(c) or (d) of the Small
      Business Investment Act of 1958; an employee benefit plan within the meaning
      of Title I of the Employee Retirement Income Security Act of 1974, if the
      investment decision is made by a plan fiduciary, as defined in section 3(21)
      of such act, which is either a bank, insurance company, or registered investment
      adviser, or if the employee benefit plan has total assets in excess of $5,000,000;
      
	 	
      

    	 
	 	
      (2) 

    	Any private business development company as
      defined in section 202(a)(22) of the Investment Advisers Act of 1940;
	 	
      

    	 
	 	
      (3) 

    	 Any organization described in Section 501(c)(3)
      of the Internal Revenue Code, corporation, Massachusetts or similar business
      trust, or partnership, not formed for the specific purpose of acquiring
      the securities offered, with total assets of more than $5,000,000; 
	 	
      

    	 
	 	
      (4) 

    	Any director, executive officer, or general
      partner of the issuer of the securities being offered or sold, or any director,
      executive officer, or general partner of a general partner of that issuer;
      
	 	
      

    	 
	 	
      (5) 

    	Any natural person whose individual net worth,
      or joint net worth with that person's spouse, at the time of his purchase
      exceeds $1,000,000; 
	 	
      

    	 
	 	
      (6) 

    	Any natural person who 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 that same level in the current
      year; 
	 	
      

    	 
	 	
      (7) 

    	 Any trust, with total assets in excess of
      $5,000,000, not formed for the specific purpose of acquiring the securities
      offered, whose purchase is directed by a sophisticated person as described
      in Rule 506(b)(2)(ii) of Regulation D; and 
	 	
      

    	 
	 	
      (8) 

    	Any entity in which all of the equity owners
      are Accredited Investors. 





	
      k) 

    	The Investor recognizes that the total amount
      of funds tendered to purchase the Subscription Securities is placed at the
      risk of the business and may be completely lost. The Investor understands
      that there can be no assurance of profitable operations and that the purchase
      of Subscription Securities as an investment involves substantial risks.
      


 



 






	
      l) 

    	The Investor realizes that the Subscription
      Securities cannot readily be sold, that it may not be possible to sell or
      dispose of the Subscription Securities and therefore the Subscription Securities
      must not be purchased unless the Investor has liquid assets sufficient to
      assure that such purchase will cause no undue financial difficulties and
      the Investor can provide for current needs and possible personal contingencies.
      
	
      

    	 
	
      m) 

    	The Investor confirms and represents that the
      Investor is able (i) to bear the economic risk of Investor's investment,
      (ii) to hold the securities for an indefinite period of time, and (iii)
      to afford a complete loss of the Investor's investment. The Investor also
      represents that the Investor has (i) adequate means of providing for the
      Investor's current needs and possible personal contingencies, and (ii) no
      need for liquidity in this particular investment. 
	
      

    	 
	
      n) 

    	The Investor understands that there are substantial
      restrictions on the transferability of the component parts of the Subscription
      Securities and that any certificate or other document evidencing the component
      parts of the Subscription Securities will have substantially the following
      restrictive legend thereon: 

      

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES
      MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION
      UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE
      TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
      AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. 
	
      

    	 
	
      o) 

    	All information which the Investor has provided
      to the Company concerning the Investor's financial position and knowledge
      of financial and business matters is correct and complete as of the date
      set forth herein, and if there should be any material change in such information
      prior to acceptance of this Subscription Agreement by the Company, the Investor
      will immediately provide the Company with such information. 
	
      

    	 
	
      p) 

    	In subscribing for the Subscription Securities,
      the Investor is relying solely upon independent investigation and has carefully
      considered the Company's business, prospects, operations and financial condition
      and has, to the extent the Investor believes such discussion necessary,
      discussed with the Investor's professional legal, tax and financial advisors
      and the Investor's other representative(s), if any, the suitability of an
      investment in the Company for the Investor's particular tax and financial
      situation and the Investor and the Investor's advisors or the Investor's
      other representative(s), if any, have determined that the investment is
      a suitable investment for the Investor. 
	
      

    	 
	
      q) 

    	The Investor is familiar with the terms, risks
      and merits of an investment in the Company through the subscription for
      the purchase of the Subscription Securities. The Investor has been presented
      with and has acted upon the opportunity to ask questions and receive answers
      from the Company relating to the terms and conditions of the offering in
      order to obtain any additional information necessary to verify the accuracy
      of the information made available to Investor. 
	
      

    	 
	
      r) 

    	The Investor has not become aware of the offering
      of the Subscription Securities by any form of general solicitation or advertising,
      including, but not limited to advertisements, articles, notices or other
      communications published in any newspaper, magazine or other similar media
      






 






	
      

    	or broadcast over television or radio or any
      seminar or meeting where those individuals that have attended have been
      invited by any such or similar means of general solicitation or advertising.
      
	
      

    	 
	
      s) 

    	The Investor acknowledges that the Company
      is currently a development stage company and has a limited operating history
      and that the Company intends to use the money from the financing for general
      working capital purposes, including possibly funding research and development
      efforts and pursuing joint ventures or some form of collaboration with another
      entity or entities who interest in the Company's olfaction technology. The
      Investor recognizes that various other academic institutions and private
      companies have been and are engaged in this field, and some of the things
      being worked on may be complimentary and others may be directly competitive
      to the Company's intellectual property and possible activities. 
	
      

    	 
	
      t) 

    	The Investor is a bona fide resident of the
      state set forth as his, her or its "residence address" in Subscription Agreement,
      and that (i) if a corporation, partnership, trust, or other form of business
      organization, it has its principal office within such state; (ii) if an
      individual, he or she has his or her principal residence in such state;
      and (iii) if a corporation, partnership, trust, or other form of business
      organization which was organized for the specific purpose of acquiring the
      Subscription Securities in the Company, all of its beneficial owners are
      residents of such state. 
	
      

    	 
	
      u) 

    	The Investor agrees that: 




	 	
      (1) 

    	the subscription hereunder is irrevocable,
      and that this Subscription Agreement and any agreements of the Investor
      hereunder shall survive the death or disability of the Investor and shall
      be binding upon and inure to the benefit of the parties and their heirs,
      executors, administrators, successors, legal representatives and assigns.
      If the Investor is more than one person, the obligations of the Investor
      hereunder shall be joint and several and the agreements, representations,
      warranties and acknowledgments herein contained shall be deemed to be made
      by and be binding upon each such person and his or her heirs, executors,
      administrators, successors, legal representatives and assigns. 
	 	
      

    	 
	 	
      (2) 

    	the Investor will not transfer or assign this
      subscription or any interest therein; 
	 	
      

    	 
	 	
      (3) 

    	this subscription may be accepted or rejected,
      in whole or in part, by the Company, without giving any reason therefore;
      and 
	 	
      

    	 
	 	
      (4) 

    	in the event the offering of Subscriptions
      Securities is oversubscribed, the Company may, in its sole discretion, reject
      certain subscriptions or allocate Subscription Securities among subscribers,
      or a combination thereof based upon the number shares owned by such subscriber
      in relation to the total number of shares owned by all subscribers whose
      subscriptions have been accepted by the Company (as determined prior to
      the purchase of any Subscription Securities). 




	
      v) 

    	The Investor acknowledges that this Subscription
      Agreement will not be valid, binding and enforceable until the subscription
      hereunder is accepted and approved by the Company. The Investor understands
      and agrees that the Company, in its sole discretion, reserves the right
      to accept or reject this or any other subscription for the Subscription
      Securities in whole or in part 








 






	 	at any time prior to a Closing, notwithstanding
      prior receipt by the Investor of notice of acceptance. In the event that
      this subscription is rejected in whole or in part, the Company shall promptly
      cause the return of the applicable portion of the purchase price of the
      Subscription Securities to the Investor, and this Subscription Agreement
      shall thereafter have no force or effect to that extent. 




       5.       Company
Representations. The Company represents and warrants as follows:




	
      a) 

    	The Company is a corporation duly organized,
      validly existing and in good standing under the laws of the State of Minnesota
      and has the corporate power and authority to carry on its business as now
      conducted, and to own and operate the properties and assets now owned and
      operated by it.  
	
      

    	 
	
      b) 

    	The issuance of the Subscription Shares has
      been duly authorized by all necessary corporate action of the Company and
      does not conflict with the terms of the bylaws, certificate of incorporation
      or material agreements of the Company. 
	
      

    	 
	
      c) 

    	To the Company's knowledge, the Company's Annual
      Report on Form 10-K for the year ended June 30, 2008 as filed with the SEC,
      was, on the date it was filed, complete and accurate in all material respects,
      and did not contain any material misstatement or omit to state any facts
      that are material to the operations or financial results of the Company,
      as of the date made. 
	
      

    	 
	
      d) 

    	The authorized capital stock of the Company
      as of October 8, 2008 consists of 100,000,000 shares of Common Stock, of
      which 13,701,208 shares are issued and outstanding. All of the issued and
      outstanding shares of capital stock of the Company are, and, the Subscription
      Shares will be, duly authorized, validly issued, fully paid and non-assessable.
      




       6.       Closing.
Subject to the terms and conditions contained herein, it is expected that the
initial closing of the transactions contemplated hereby will take place upon receipt
from Investors, and acceptance by the Company, of subscriptions to purchase at
least $100,000 of Shares (the "Initial Closing"); and that the Company
may hold additional closings with respect to the sale of Shares at any time following
the Initial Closing upon the receipt from the investors of subscriptions to purchase
not less than $200,000 of additional Shares (each an "Additional Closing").
The specific timing of the Initial Closing and each Additional Closing, as well
as the total dollar amount of the subscriptions accepted, will be determined by
the Company, in its sole discretion. The date of the Initial Closing and each
Additional Closing is referred to herein as a "Closing Date". The Company
shall issue shares representing the Subscription Shares promptly following the
Closing Date. 



       7.      Indemnification.
It is acknowledged that the meaning and legal consequences of the representations
and warranties contained in this Subscription Agreement are understood and the
Investor hereby agrees to indemnify and hold harmless the Company and each officer
and director thereof, and the Company hereby agrees to indemnify and hold harmless
the Investor, from and against any and all loss, damage and liability due to or
arising out of a breach of any of the representations and warranties made in this
Subscription Agreement by the Investor or the Company, as the case may be. The
representations and warranties contained herein are intended to and shall survive
delivery of this Subscription Agreement, and the completion of the transactions
set forth herein.  





 






       8.      Miscellaneous.




       (a) Amendment or Waiver; Assignment.
This Subscription Agreement may not be modified or amended without the prior consent
of the parties hereto. No failure or delay on the part of either party in exercising
any right hereunder shall operate as a waiver; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other rights. No waiver of any such right or amendment hereof
shall be effective unless given in writing. No waiver of any such right shall
be deemed a waiver of any other right hereunder. Neither this Subscription Agreement
nor any right or benefits hereunder may be assigned by the Company, but Investor
may assign this Subscription Agreement to any transferee of the Subscription Shares,
subject to compliance by Investor with all state and federal securities laws and
regulations. 



       (b) Binding Effect. This Subscription
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 



       (c) Severability. If any provision
hereof shall be held to be void, illegal or unenforceable it shall be deemed severable
from the remaining provisions hereof which shall remain in full force and effect.




       (d) Notices. Any notice to be given
hereunder shall be given (except as otherwise expressly set forth herein) by registered
prepaid airmail, air courier service or by fax or may be delivered by hand and
shall be deemed to have been received, if given by registered prepaid airmail,
seven days after posting; if given by telecopier, on receipt of the telecopier
confirmation; and if delivered by hand or by air courier, at the time of such
delivery, if to Investor at the address set forth on the signature page hereof,
and if to the Company at Oasis Online Technologies Corp, 4710 E Falcon Drive Suite
213 Mesa, AZ 85213, Attention: Chief Financial Officer. 



       (e) Governing Law; Jurisdiction. 



              (i)
THIS SUBSCRIPTION AGREEMENT AND THE OBLIGATIONS OF THE PARTIES HEREUNDER WILL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA,
WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD OTHERWISE
REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. 



              (ii)
Each party hereto knowingly and voluntarily waives any and all rights it may have
to a trial by jury with respect to any litigation based on, or arising out of,
under, or in connection with, this Subscription Agreement. Each party is hereby
authorized to submit, as conclusive evidence of such waiver of jury trial, this
Subscription Agreement to a court that has jurisdiction over the subject matter
of such litigation and the parties to this Subscription Agreement. 



       (f) Entire Agreement. This Subscription
Agreement contains the entire agreement between the parties relating to the subject
matter herein and supersedes all previous oral statements and other writings with
respect thereto. 



       (g) Execution in Counterparts. This
Subscription Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one
and the same agreement. 





 






TYPE OF OWNERSHIP (CHECK ONE)




	___ 	 	INDIVIDUAL OWNERSHIP (onesignature
      required)	 	___ 	 	 COMMUNITY PROPERTY (one signature if shares
      are held in one name, i.e., managing spouse; two signatures required if
      interest is held in both names)
	 	 	 	 	 	 	 
	___ 	 	CORPORATION (Please include certified corporate
      resolution authorizing signature.)	 	___ 	 	PARTNERSHIP (Please include a copy of the statement
      of partnership or partnership agreement authorizing signature.)
	 	 	 	 	 	 	 
	___ 	 	TRUST (Please include name of trust, name of
      trustee, date trust was formed and copy of the trust agreement or other
      authorization.) 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
      ________________

        

        Please print the exact name (registration) 

        Investor desires on records of the Company.

    






 ___________________________________________ 



___________________________________________

Street Address                          Suite
or Apt. 



___________________________________________

City,                             State
                         Zip
Code 



(        ) 

___________________________________________ 

Telephone 



___________________________________________

Social Security or Taxpayer I.D. Number 



___________________________________________

State of Residence 







 






EXECUTION



                      Please
execute this Subscription Agreement by completing the appropriate section below.





	1. 	If the subscriber is an INDIVIDUAL, complete
      the following: 




	 	_______________________________________________

      Signature of Investor 

      _______________________________________________

      Name (please type or print) 

      _______________________________________________

      Signature of Spouse or Co-Owner if funds are to be invested

      as joint tenants by the entirety or community property. 

      _______________________________________________

      Name (please type or print)  




	2. 	If the subscriber is a CORPORATION, complete
      the following: 

      

      The undersigned hereby represents, warrants and covenants that the undersigned
      has been duly authorized by all requisite action on the part of the corporation
      listed below ("Corporation") to acquire the Subscription Shares (or the
      Debt Securities, as applicable) and, further, that the Corporation has all
      requisite authority to acquire such Subscription Shares (or the Debt Securities,
      as applicable). 

      

      The officer signing below represents and warrants that each of the above
      representations or agreements or understandings set forth herein applies
      to that Corporation and that he has authority under the articles of incorporation,
      bylaws, and resolutions of the board of directors of such Corporation to
      execute this Subscription Agreement. Such officer encloses a true copy of
      the articles of incorporation, the bylaws and, as necessary, the resolutions
      of the board of directors authorizing a purchase of the investment herein,
      in each case as amended to date. 




	 	_____________________________________

      Name of Corporation (please type or print) 

      

      By:        _______________________________ 
      

      Name:   _______________________________ 

      Title:     _______________________________








 







	3. 	If the subscriber is a PARTNERSHIP, complete
      the following: 

      

      The undersigned hereby represents, warrants and covenants that the undersigned
      is a general partner of the partnership named below ("Partnership"), and
      has been duly authorized by the Partnership to acquire the Subscription
      Shares (or the Debt Securities, as applicable) and that he has all requisite
      authority to acquire such Subscription Shares (or the Debt Securities, as
      applicable) for the Partnership. 

      

      The undersigned represents and warrants that each of the above representations
      or agreements or understandings set forth herein applies to that Partnership
      and he is authorized by such Partnership to execute this Subscription Agreement.
      Such partner encloses a true copy of the partnership agreement of said Partnership,
      as amended to date, together with a current and complete list of all partners
      thereof. 

      




	 	_____________________________________

      Name of Partnership (please type or print) 

      

      By:        _______________________________ 
      

      Name:   _______________________________ 

      Title:     _______________________________




	4. 	If the subscriber is a TRUST, complete the
      following: 

      

      The undersigned hereby represents, warrants and covenants that he is duly
      authorized by the terms of the trust instrument ("Trust Instrument") for
      the ("Trust") set forth below to acquire the Subscription Shares (or the
      Debt Securities, as applicable) and the undersigned, as trustee, has all
      requisite authority to acquire such Subscription Shares (or the Debt Securities,
      as applicable) for the Trust. 

      

      The undersigned, as trustee, executing this Subscription Agreement on behalf
      of the Trust, represents and warrants that each of the above representations
      or agreements or understandings set forth herein applies to that Trust and
      he is authorized by such Trust to execute this Subscription Agreement. Such
      trustee encloses a true copy of the Trust Instrument of said Trust as amended
      to date. 




	 	_____________________________________

      Name of Trust (Please type or print) 

      

      By:        _______________________________ 
      

      Name:   _______________________________ 

      Title:     _______________________________




Accepted by the Company this ________ day of ____________ 2008.




OASIS ONLINE TECHNOLOGIES CORP 



By:       /s/ Erik J. Cooper                                                                                       

Name: Erik J. Cooper 

Title:   Chief Executive Officer and Chairman of the Board