ex4one.htm


     

     

     

    
      

      

    

    
 

    SURFACE
COATINGS, INC.

    


    SUBSCRIPTION
AGREEMENT

    


    ________________,
2008

    


    


    


    Surface
Coatings, Inc.

    2010
Industrial Blvd., Suite 605

    Rockwall,
Texas 75087

    


    


    Ladies
and Gentlemen:

    


        1.   PURCHASE
OF COMMON STOCK.   Intending to be legally bound , I hereby agree
to purchase ________ shares of voting, $0.001 par value common stock (the
"Shares") of Surface Coatings, Inc. (the "Corporation")
for  ______________ U.S. Dollars (number of Shares to be purchased
multiplied by $0.50). This offer to purchase is submitted in accordance with and
subject to the terms and conditions described in this Subscription Agreement
(the "Agreement"). I acknowledge that the Corporation reserves the right, in its
sole and absolute discretion, to accept or reject this subscription and the
subscription will not be binding until accepted by the Corporation in
writing.

    


        2.   PAYMENT.   I
agree to deliver to the Corporation immediately available funds in the full
amount due under this Agreement, by cash or by certified, personal or cashier's
check payable to the "Surface Coatings, Inc." The money we raise in this
offering before the minimum amount, $50,000, is sold will be deposited in a
separate non-interest bearing bank account where the funds will be held for the
benefit of those subscribing for our shares, until the minimum amount is raised
at which time we will deposit them in our bank account and retain the transfer
agent who will then issue the shares. The funds will not be commingled with any
other monies, and if the minimum amount is not raised by the end of the offering
period, May 5, 2009, all funds will be refunded immediately, without
interest.

    


        3.   ISSUANCE
OF SHARES.   The Shares subscribed for herein will only be issued
upon acceptance by the Corporation as evidenced by the Corporation returning to
the investor an executed Agreement acknowledging acceptance and upon
satisfaction of the terms and conditions of the offering.

    


        4.
REPRESENTATION AND WARRANTIES.

    A.   I
understand that the offering and sale of the Shares is registered under (i) the
Securities Act of 1933, as amended (the "Securities Act"), and (ii) various
States' Divisions of Securities in compliance with their administration and
enforcement of the respective States' Blue Sky Laws and
Regulations.  In accordance therewith and in furtherance thereof, I
represent and warrant to and agree with the Corporation as follows:

    


             I
am a resident of the State of ________________ as of the date of this Agreement
and I have no present intention of becoming a resident of any other state or
jurisdiction;

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

        5.   IRREVOCABILITY;
BINDING EFFECT.   I hereby acknowledge and agree that the
purchase hereunder is irrevocable, that I am not entitled to cancel, terminate
or revoke this Agreement or any agreements of the undersigned hereunder and that
this Agreement and such other agreements shall survive my death or disability
and shall be binding upon and inure to
the benefit of the parties and their heirs, executor, administrators,
successors, legal representatives and assigns. If the undersigned is more than
one person, the obligations of the undersigned hereunder shall be joint and
several, and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and are binding upon each such
person and his heirs, executors, administrators, successors, legal
representatives and assigns.

    


        6.   MODIFICATION.   Neither
this Agreement not any provisions hereof shall be waived, modified, discharged
or terminated except by an instrument in writing signed by the party against
whom any such waiver, modification, discharge or termination is
sought.

    


        7.   NOTICES.   Any
notice, demand or other communication which any party hereto may require, or may
elect to give to anyone interested hereunder shall be sufficiently given if [a]
deposited, postage prepaid, in a United States mail box, stamped registered or
certified mail, return receipt requested addressed to such address as may be
listed on the books of the Corporation, [b] delivered personally at such
address, or [c] delivered (in person, or by a facsimile transmission, telex or
similar telecommunications equipment) against receipt.

    


        8.   COUNTERPARTS.   This
Agreement may be executed through the use of separate signature pages or in any
number of counterparts, and each of such counterparts shall, for all purposes,
constitute one agreement binding on all parties, notwithstanding that all
parties are not signatories to the same counterpart.

    


        9.  ENTIRE
AGREEMENT.   This Agreement contains the entire agreement of the
parties with respect to the subject matter  hereof, and there are no
representations, covenants or other agreements except as stated or referred to
herein.

    


        10.  SEVERABILITY.   Each
provision of the Agreement is intended to be severable from every other
provision, and the invalidity or illegality of any portion hereof shall not
affect the validity or legality of the remainder hereof.

    


        11.  ASSIGNABILITY.   This
Agreement is not transferable or assignable by the undersigned except as may be
provided herein.

    


        12.  APPLICABLE
LAW.   This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas as applied to residents of that
state executing contracts wholly to be performed in that state.

    


    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    


    


    


    


    INDIVIDUAL(S)
SUBSCRIBER

    


    IN
WITNESS WHEREOF, I have executed this Agreement as of the ____ day
of  ___________, 2008.

     

                                                                                                                    
Address:


    ___________________________________                 ______________________________

    Signature
of Purchaser

                                                                                                    
 ______________________________

    ___________________________________

    Name(s)
of Purchaser  (Please print or type)

                                                                                                     
______________________________

                                                                                                     
Email
address

                                                                                                    
______________________________

                                                                                                    
Telephone

    


    ENTITY
SUBSCRIBER

    


    IN
WITNESS WHEREOF, I have executed this Agreement as of the ______ day
of  _________________, 2008.

     

    Address:

    


    ____________________________                               ____________________________________

    Entity

    ____________________________________

    ______________________________

    Signed
By

    


    Its:
___________________________

    


    ______________________________

    Date

    


    


    PURCHASE
ACCEPTED FOR _________
SHARES:

    


    Surface
Coatings, Inc.

    


    By:
________________________________

           Rick
Pietrykowski, President

    


    Date:
_______________________________


    
      
         


      

      
        4