Exhibit 10.4

                                NON U.S. RESIDENT

                             DEER BAY RESOUCES INC.

                             SUBSCRIPTION AGREEMENT
                                       AND
                             PURCHASER QUESTIONNAIRE

Deer Bay Resources Inc.
1333 West Broadway, Suite 678
Vancouver, British Columbia
Canada V6H 4C1

Gentlemen:

                                     PART I

     Deer Bay  Resources  Inc.,  a Nevada  corporation  (the  "Corporation")  is
offering on a private  placement  basis  shares of its  restricted  common stock
(each share known as the "Common Stock") to eligible  investors who subscribe to
this issue by this document (the  "Investor") at a price of U.S. $____ per share
of Common Stock in the capital of the Corporation.  The Corporation  offers, and
the Subscriber  accepts,  the shares of Common Stock on the terms and conditions
as set forth in this subscription agreement.

     1.  Subscription.  The  undersigned  hereby tenders this  subscription  and
applies for the purchase of _______ shares of Common Stock in the capital of the
Corporation for an aggregate purchase price of $_______. By execution below, the
undersigned  acknowledges  that the Corporation is relying upon the accuracy and
completeness  of the  representations  contained  herein in  complying  with its
obligations under applicable securities laws.

     2.  Representations  by  Undersigned.   The  undersigned  acknowledges  and
represents as follows:

     (a)  Not a U.S. Person: the Investor:  (i) is not a U.S. Person (as defined
          in Rule 902 of Regulation S  ("REGULATION  S") under the United States
          SECURITIES ACT OF 1933 (the "U.S.  ACT"),  which definition  includes,
          but is not  limited  to, any  natural  person  resident  in the United
          States, any corporation or partnership incorporated or organized under
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          the laws of the  United  States  or any  estate  or trust of which any
          executor,  administrator  or  trustee  is a U.S.  Person;  (ii) is not
          purchasing  any of the  shares of  Common  Stock  for the  account  or
          benefit of any U.S. Person or for offering, resale or delivery for the
          account or benefit of any U.S. Person or for the account of any person
          in any  jurisdiction  other than the  jurisdiction set out in the name
          and address of the Investor set forth  hereinbelow;  and (iii) was not
          offered  any  shares  of Common  Stock in the  United  States  and was
          outside the United  States at the time of  execution  and  delivery of
          this Agreement;

     (b)  No   registration   and  sales  under   Regulation   S:  the  Investor
          acknowledges  that the shares of Common Stock have not been registered
          under the U.S. Act and the  Corporation  has no  obligation or present
          intention  of filing a  registration  statement  under the U.S. Act in
          respect of the shares of Common Stock.  The Investor  agrees to resell
          the shares of Common Stock only in accordance  with the  provisions of
          Regulation  S,  pursuant  to a  registration  under  the  U.S.  Act or
          pursuant to an available  exemption from such  registration,  and that
          hedging  transactions  involving the shares of Common Stock may not be
          conducted  unless  in  compliance  with the  U.S.  Act.  The  Investor
          understands  that any  certificate  representing  the shares of Common
          Stock will bear a legend setting forth the foregoing restrictions. The
          Investor  understands  that the shares of Common Stock are  restricted
          within the meaning of "RULE 144" promulgated  under the U.S. Act; that
          the exemption from  registration  under Rule 144 will not be available
          in any  event  for at least  one year  from the date of  purchase  and
          payment of the shares of Common Stock by the  Investor,  and even then
          will not be available  unless (i) a public  trading market then exists
          for the common stock of the  Corporation,  (ii)  adequate  information
          concerning  the  Corporation is then available to the public and (iii)
          other terms and conditions of Rule 144 are complied with; and that any
          sale of the shares of Common Stock may be made by the Investor only in
          limited amounts in accordance with such terms and conditions;

     (c)  No U.S.  beneficial  interest:  no U.S.  Person,  either  directly  or
          indirectly, has any beneficial interest in any of the shares of Common
          Stock acquired by the Investor  hereunder,  nor does the Investor have
          any agreement or understanding  (written or oral) with any U.S. Person
          respecting:

          (i)  the transfer or any  assignment  of any rights or interest in any
               of the shares of Common Stock;

          (ii) the  division  of  profits,  losses,  fees,  commissions  or  any
               financial stake in connection with this subscription; or

          (iii) the voting of the shares of shares of Common Stock;

     (d)  Experience: the Investor has the requisite knowledge and experience in
          financial and business matters for properly evaluating the risks of an
          investment in the Corporation;

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     (e)  Information:  the Investor has received all information  regarding the
          Corporation reasonably requested by the Investor;

     (f)  Risk: the Investor  understands  that an investment in the Corporation
          involves   certain   risks  of  which  the  Investor  has  taken  full
          cognizance, and which risks the Investor fully understands;

     (g)  Adequacy of  information:  the Investor has been given the opportunity
          to ask questions  of, and to receive  answers  from,  the  Corporation
          concerning  the terms and  conditions  of the  offering  and to obtain
          additional  information  necessary  to  verify  the  accuracy  of  the
          information  contained in the information described in paragraph "(e)"
          hereinabove,  or such other  information  as the  Investor  desired in
          order to evaluate an investment in the Corporation;

     (h)  Residency:  the residence of the Investor as set forth  hereinbelow is
          the true and correct residence of the Investor and the Investor has no
          present  intention of becoming a resident or  domiciliary of any other
          State or jurisdiction;

     (i)  Independent  investigation:  in  making a  decision  to  invest in the
          Corporation   the   Investor  has  relied   solely  upon   independent
          investigations   made  by  the  Investor,   and  the   particular  tax
          consequences arising from an investment in the Corporation will depend
          upon the Investor's individual circumstances;

     (j)  Principal:  the Investor is  purchasing  the shares of Common Stock as
          principal  for the  Investor's  own account and not for the benefit of
          any other person,  except as otherwise  stated herein,  and not with a
          view to the  resale  or  distribution  of all or any of the  shares of
          Common Stock;

     (k)  Decision to purchase:  the decision of the Investor to enter into this
          Agreement and to purchase the shares of Common Stock  pursuant  hereto
          has been based only on the  representations  of this Agreement and any
          collateral  business plan or offering  memorandum provided herewith or
          based upon the Investor's  relationship  with a director and/or senior
          officer  of the  Corporation.  It is not  made  on  other  information
          relating to the Corporation and not upon any oral representation as to
          fact or otherwise made by or on behalf of the Corporation or any other
          person.   The  Investor  agrees  that  the   Corporation   assumes  no
          responsibility or liability of any nature whatsoever for the accuracy,
          adequacy or  completeness of any business plan  information  which has
          been created based upon the Corporation's  management  experience.  In
          particular,  and without limiting the generality of the foregoing, the
          decision  to  subscribe  for the  shares of Common  Stock has not been
          influenced by:

          (i)  newspaper, magazine or other media articles or reports related to
               the Corporation or its business;

          (ii) promotional literature or other materials used by the Corporation
               for sales or marketing purposes; or

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          (iii)any  representations,  oral or  otherwise,  that the  Corporation
               will  become a listed  Corporation,  that  any of the  shares  of
               Common Stock will be repurchased  or have any  guaranteed  future
               realizable value or that there is any certainty as to the success
               of the Corporation or the liquidity or value of any of the shares
               of Common Stock;

     (l)  Advertisements:  the Investor  acknowledges  that the Investor has not
          purchased  the  shares  of  Common  Stock as a result  of any  general
          solicitation  or  general   advertising,   including   advertisements,
          articles,  notices or other communications published in any newspaper,
          magazine or similar media or broadcast  over radio or  television,  or
          any seminar or meeting  whose  attendees  have been invited by general
          solicitation or general advertising;

     (m)  Information not received:  the Investor has not received,  nor has the
          Subscriber requested,  nor does the Investor have any need to receive,
          any offering  memorandum or any other  document  (other than financial
          statements or any other document the content of which is prescribed by
          statute or  regulation)  describing  the  business  and affairs of the
          Corporation  which has been  prepared  for delivery to, and review by,
          prospective purchasers in order to assist them in making an investment
          decision in respect of the shares of Common  Stock,  and the  Investor
          has not become aware of any  advertisement in printed media of general
          and regular paid circulation,  radio or television with respect to the
          distribution of the shares of Common Stock;

     (n)  Information  received:  the Investor has had access to such additional
          information,  if any,  concerning the  Corporation as the Investor has
          considered  necessary in  connection  with the  Investor's  investment
          decision to acquire the shares of Common Stock;

     (o)  Satisfaction  with  information  received:  the Investor  acknowledges
          that, to the Investor's satisfaction:

          (i)  the Investor has either had access to or has been  furnished with
               sufficient information regarding the Corporation and the terms of
               this investment transaction to the Investor's satisfaction;

          (ii) the Investor has been provided the  opportunity  to ask questions
               concerning  this   investment   transaction  and  the  terms  and
               conditions  thereof and all such  questions have been answered to
               the Investor's satisfaction; and

          (iii)the Investor  has been given ready  access to and an  opportunity
               to review any information, oral or written, that the Investor has
               requested,  in particular to any offering  memorandum or business
               plan of the  Corporation,  if available  concurrent  with or as a
               part of this Agreement;

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<PAGE>
     (p)  Reliance of representative:  the Investor, by reason of the Investor's
          knowledge and experience in financial and business matters, is capable
          of  evaluating  the risks and merits of an investment in the shares of
          Common Stock or, if the Investor is relying upon the investment advice
          of a representative who has advised the undersigned in connection with
          this investment (the  "REPRESENTATIVE"),  the undersigned believes the
          Representative  to be  sophisticated  and  competent  in the  area  of
          investment advice and analysis and therefore capable of evaluating the
          risks and merits of an investment in the shares of Common Stock;

     (q)  Economic  risk:  the Investor has such  knowledge  and  experience  in
          financial  and  business  affairs as to be capable of  evaluating  the
          merits  and risks of the  Investor's  investment  in and to any of the
          shares of Common Stock,  and the Investor is able to bear the economic
          risk of a total loss of the Investor's investment in and to any of the
          shares of Common Stock;

     (r)  Speculative investment: the Investor understands that an investment in
          any of the shares of Common Stock is a speculative investment and that
          there is no  guarantee  of success of the  Corporation's  management's
          plans. Management's plans are an effort to apply present knowledge and
          experience  to project a future  course of action  which is hoped will
          result in financial  success  employing the  Corporation's  assets and
          with the present  level of  management's  skills and of those whom the
          Corporation   will  need  to  attract   (which   cannot  be  assured).
          Additionally,  all plans are  capable  of being  frustrated  by new or
          unrecognized or unappreciated  present or future  circumstances  which
          can typically not be accurately, or at all, predicted;

     (s)  Status of the subscriber in the U.K.: if the Investor is a resident of
          the  United  Kingdom,  it:  (i) is either a United  Kingdom  "business
          investor" (a Corporation  which has, or whose parent  Corporation has,
          at  least(pound)5,000,000  in net  assets or paid up share  capital or
          (pound)500,000 if it or its parent Corporation has over 20 members) or
          a United Kingdom  "authorized  person" or "exempted person" within the
          meaning of the FINANCIAL  SERVICES  ACT,  1986 of the United  Kingdom;
          (ii) has read and understood the contents of this Agreement and agrees
          to be legally bound thereby;  (iii) has not received any  "application
          form" within the meaning of applicable  securities  legislation;  (iv)
          has  not  received,  is  not  aware  of  and  has  not  relied  on any
          "investment   advertisement"  within  the  meaning  of  the  FINANCIAL
          SERVICES  ACT,  1986 of the  United  Kingdom;  and  (v)  its  ordinary
          business is the buying or selling of shares;

     (t)  Address:  the Investor is resident as set out on the last page of this
          Agreement as the "Investor's Address", and the address as set forth on
          the last page of this Agreement is the true and correct address of the
          Investor;

     (u)  Risk and resale  restriction:  the  Investor is aware of the risks and
          other  characteristics  of the shares of Common  Stock and of the fact
          that the  Investor  will not be able to  resell  the  shares of Common
          Stock except in accordance with the applicable securities  legislation
          and regulatory policy;

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     (v)  Representations  as to resale:  no person has made to the Investor any
          written or oral representations:

          (i)  that any person  will resell or  repurchase  any of the shares of
               Common Stock;

          (ii) that any person will refund the  purchase of any of the shares of
               Common Stock;

          (iii)as to the  future  price or value of any of the  shares of Common
               Stock; or

          (iv) that the  shares of Common  Stock  will be listed  and posted for
               trading on any stock exchange, over-the-counter or bulletin board
               market,  or that  application  has been made to list and post any
               the Shares for trading on any stock exchange, over-the-counter or
               bulletin board market; and

          the  Investor  will not resell the  shares of Common  Stock  except in
          accordance  with the provisions of applicable  securities  legislation
          and stock  exchange,  over-the-counter  and/or  bulletin  board market
          rules;

     (w)  Reports  and  undertakings:   if  required  by  applicable  securities
          legislation,  policy or order or by any securities  commission,  stock
          exchange or other regulatory authority,  the Investor will execute and
          otherwise assist the Corporation in filing such reports,  undertakings
          and other documents as may be reasonably  required with respect to the
          issue of the shares of Common Stock;

     (x)  Resale restrictions: the Investor has been independently advised as to
          the applicable  hold period imposed in respect of the shares of Common
          Stock by  securities  legislation  in the  jurisdiction  in which  the
          Subscriber's resides and confirms that no representation has been made
          respecting the applicable  hold periods for the shares of Common Stock
          and is aware of the risks and other  characteristics  of the shares of
          Common  Stock  and of the fact  that the  Investor  may not be able to
          resell  the  shares of Common  Stock  except  in  accordance  with the
          applicable  securities  legislation  and  regulatory  policy.  In this
          regard the Investor agrees that if the Investor decides to offer, sell
          or otherwise  transfer any of the shares of Common Stock, the Investor
          will not  offer,  sell or  otherwise  transfer  any of such  shares of
          Common Stock, directly or indirectly, unless:

          (i)  the sale is to the Corporation; or

          (ii) the sale is made outside the United States in compliance with the
               requirements  of Rule 904 of  Regulation S under the U.S. Act and
               in compliance with applicable state securities laws; or

          (iii)the  sale is made  pursuant  to an  exemption  from  registration
               under the U.S.  Act  provided by Rule 144  thereunder  and as set
               forth  in  Article  "4"  hereinbelow,   if  applicable,   and  in
               compliance with applicable state securities laws; or

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<PAGE>
          (iv) with the prior written  consent of the  Corporation,  the sale is
               made pursuant to another  applicable  exemption from registration
               under  the  U.S.  Act and in  compliance  with  applicable  state
               securities laws;

     (y)  No  prospectus  filing:  the  Investor  acknowledges  that  this is an
          offering  made on a private  basis  without a  prospectus  and that no
          federal,  state,  provincial  or other  agency has made any finding or
          determination  as to  the  merits  of  the  investment  nor  made  any
          recommendation or endorsement of the shares of Common Stock, and that:

          (i)  the Investor may be or is restricted from using most of the civil
               remedies available under applicable securities legislation; and

          (ii) the Corporation is relieved from certain  obligations  that would
               otherwise apply under applicable securities legislation;

     (z)  Confidentiality:  the  Investor  understands  that  the  Corporation's
          business plan and this Agreement are  confidential.  Furthermore,  the
          Investor has not distributed  such, or divulged the contents  thereof,
          to anyone other than such legal or financial  advisors as the Investor
          has deemed  desirable  for purposes of evaluating an investment in the
          shares of  Common  Stock,  and the  Investor  has not made any  copies
          thereof except for the Investor's own records;

     (aa) Age of majority: the Investor, if an individual,  has attained the age
          of majority and is legally  competent to execute this Agreement and to
          take all actions required pursuant hereto;

     (ab) Authorization   and  formation  of  Investor:   the  Investor,   if  a
          corporation,  partnership,  trust or other form of business entity, is
          authorized  and  otherwise  duly  qualified  to purchase  and hold the
          shares of Common  Stock,  and such  entity has not been formed for the
          specific  purpose  of  acquiring  the  shares of Common  Stock in this
          issue. If the Investor is one of the aforementioned entities it hereby
          agrees  that,  upon  request of the  Corporation,  it will  supply the
          Corporation  with  any  additional  written  information  that  may be
          requested by the Corporation.  In addition,  the entering into of this
          Agreement and the transactions  contemplated hereby will not result in
          the  violation  of any of the  terms  of  and  provisions  of any  law
          applicable to, or the constating documents, if a corporation,  of, the
          Subscriber or of any agreement, written or oral, to which the Investor
          may be a party or by which the Investor may be bound;

     (ac) Legal obligation: this Agreement has been duly and validly authorized,
          executed and delivered by and constitutes a legal, valid,  binding and
          enforceable obligation of the Investor;

     (ad) Legal  and  tax  consequences.   the  Investor  acknowledges  that  an
          investment  in  the  securities  of  the   Corporation  may  have  tax
          consequences to the Investor under  applicable law, which the Investor
          is  solely   responsible  for  determining,   and  the  Investor  also
          acknowledges and agrees that the Investor is responsible for obtaining
          its own legal and tax advice;

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     (ae) Compliance with applicable  laws: the Investor knows of no reason (and
          is  sufficiently  knowledgeable  to  determine  the same or has sought
          legal advice) why the delivery of this Agreement, the acceptance of it
          by the  Corporation  and the issuance of the shares of Common Stock to
          the  Investor  will  not  comply  with  all  applicable  laws  of  the
          Investor's  jurisdiction  of  residence  or  domicile,  and all  other
          applicable  laws,  and the  Investor has no reason to believe that the
          Investor's  subscription  hereby will cause the  Corporation to become
          subject to or required to comply with any  disclosure,  prospectus  or
          reporting  requirements  or to be subject  to any civil or  regulatory
          review or proceeding.  In addition,  the Investor will comply with all
          applicable  securities  laws and will  assist the  Corporation  in all
          reasonable manner to comply with all applicable securities laws;

     (af) Encumbrance  or transfer of  Securities:  the Investor  will not sell,
          assign,  gift,  pledge or encumber in any manner whatsoever any of the
          shares of Common Stock herein subscribed for without the prior written
          consent  of  the   Corporation   and  in  accordance  with  applicable
          securities legislation; and

     (ag) Regulation S: the Investor  further  represents  and warrants that the
          Subscriber was not specifically formed to acquire any of the shares of
          Common  Stock  subscribed  for in this  Agreement  in violation of the
          provisions of Regulation S.

     I will hold title to my shares of Common Stock as follows:

          ___ Individual Ownership
          ___ Community Property
          ___ Joint Tenant with Right of Survivorship (both parties must sign)
          ___ Partnership
          ___ Tenants in Common
          ___ Corporation
          ___ Trust
          ___ Other (please specify)_______________________

     General.  The  following  information  is to be provided by all  Investors.
(Please  print or type - attach  additional  information  on separate  sheets if
necessary.)

     (i)  Investor Information (for corporations, partnerships or trusts, please
          give name of entity and name of authorized  individual  completing the
          Subscription Agreement and Purchaser Questionnaire.

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Name_________________________________________________________________

Home Address_________________________________________________________

Home Telephone ______________________________________________________

Date of Birth/Organization___________________________________________

Citizenship: __________

Occupation___________________________________________________________

Employer_____________________________________________________________

Business Address_____________________________________________________

Business Telephone___________________________________________________

Length of Employment_________________________________________________

     (ii) For Investors other than Individuals

In  order  to  establish  that the  Investor  is  authorized  to  complete  this
Subscription  Agreement  and  Purchaser  Questionnaire,  the  following  must be
furnished:

A  general  or  limited  partnership  must  attach  a copy  of  its  partnership
agreement,  which must show that the person signing this Subscription  Agreement
and Purchaser  Questionnaire  and any other document related to its subscription
for the  shares of Common  Stock  (the  "Subscription  Documents")  is a general
partner  of the  partnership  who  has the  authority  to  make  the  investment
decisions and to execute the Subscription Documents.

A  limited  liability  corporation  or a  corporation  must  attach  a copy of a
resolution of the board of directors  showing that the corporation is authorized
to  make  this  investment  and  that  the  person  who  is  signing  any of the
Subscription Documents is authorized to do so.

A trust must attach a copy of the trust agreement.

     (iii) Investment Decision

     If the Investor is a general partnership, did each partner elect whether he
     will  participate in the  partnership's  investment in the shares of Common
     Stock? ____Yes _____No

     If the answer is "No",  please  state the total  number of  partners of the
     partnership  and the total number of partners who elected to participate in
     this investment. _____

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                         SIGNATURE PAGE FOR INDIVIDUALS

                            Dated: ___________, 2008


_________________________________________________________________
Signature

_________________________________________________________________
Signature (all record holders should sign)

_________________________________________________________________
Name(s) Printed

_________________________________________________________________
Name(s) Printed

_________________________________________________________________
Address to Which Correspondence Should be Directed

_________________________________________________________________
Street or P.O. Box

_________________________________________________________________
City, State and Zip Code

_________________________________________________________________
Social Security Number

_________________________________________________________________
Social Security Number

_________________________________________________________________
Telephone Number

WHEN  COMPLETED  AND SIGNED THIS  SUBSCRIPTION  SHOULD BE  DELIVERED TO DEER BAY
RESOURCES,  INC., 1333 WEST BROADWAY,  SUITE 678,  VANCOUVER,  BRITISH COLUMBIA,
CANADA V6H 4C1, ATTN: GARRY E. WONG, PRESIDENT.

ACCEPTED:

DEER BAY RESOURCES, INC.

By:_______________________________         Dated: ____________, 2008
        President

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                           SIGNATURE PAGE FOR ENTITIES

                           Dated: ______________, 2008


_________________________________________________________________
Name of Entity

_________________________________________________________________
*Signature with Title

_________________________________________________________________
Name Printed

_________________________________________________________________
Address to Which Correspondence Should be Directed

_________________________________________________________________
Street or P.O. Box

_________________________________________________________________
City, State and Zip Code

_________________________________________________________________
Tax Identification Number

_________________________________________________________________
Telephone Number

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

WHEN  COMPLETED  AND SIGNED  THIS  SUBSCRIPTION  AGREEMENT  AND  CERTIFICATE  OF
SIGNATORY  SHOULD BE DELIVERED TO DEER BAY  RESOURCES,  INC.,  1333 W. BROADWAY,
SUITE 678,  VANCOUVER,  BRITISH  COLUMBIA,  CANADA V6H 4C1, ATTN: GARRY E. WONG,
PRESIDENT.

ACCEPTED:

DEER BAY RESOURCES, INC.

By:__________________________                        Date:_____________, 2008
     President

                                       11
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                            CERTIFICATE OF SIGNATORY

                  (To be completed if the Securities are being
                          subscribed for by an entity)

     I, ____________________, am the _______________ of ___________________ (the
"Entity").

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

     IN WITNESS  WHEREOF,  I have set my hand this ___ day of  ________________,
2008.

                                         _______________________________________
                                         Signature

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