PALOMAR ENTERPRISES, INC.
                             SUBSCRIPTION AGREEMENT


Palomar Enterprises, Inc.
120 Birmingham, Suite 110-G
Cardiff, California 92007

     Re:     Purchase  of  shares of the Preferred stock in Palomar Enterprises,
Inc.

Gentlemen:

     1.     Subscription.  The undersigned hereby applies to purchase the number
            ------------
of  shares  of  the  Preferred  stock  in  Palomar  Enterprises,  Inc., a Nevada
corporation (the "Company") indicated below in accordance with the terms of this
Subscription Agreement and the placement materials relating to the offering (the
"Offering")  of  the  shares  of  the Preferred stock (such placement materials,
including  all financial statements, exhibits and schedules contained therein or
attached  thereto,  and  any  amendments and supplements thereto, is hereinafter
referred  to  as  the  "Offering  Materials"). Any capitalized terms used herein
shall  have  the same meaning as used in the Offering Materials. The undersigned
has received a copy of the Offering Materials. The shares of the Preferred stock
are  being  offered  by  the Company. Subject to the terms and conditions of the
Offering  Materials  and  this  Subscription  Agreement,  the undersigned hereby
irrevocably offers to purchase 23,000,000 (23 mio) shares of the Preferred stock
and  therefore  tenders  to the Company a check payable to "Palomar Enterprises,
Inc."  in  the  amount of 400,000 EUR for the shares of the Preferred stock. The
amount  is  payable in 3 blocks (first block: 120,000 EUR, second block: 140,000
EUR,  third  block: 140,000 EUR). The first block will be paid within 30 days of
execution  of  this  Agreement.  It  is  understood  that  the cash contribution
tendered  is  irrevocable by the undersigned and may be deposited for collection
in  accordance  with  the  Offering Materials, regardless and independent of the
sale  of  any  other  shares  of  the  Preferred stock in the Company. The check
tendered  shall  be  promptly returned to the undersigned if the purchase is not
accepted  by  the  Company pursuant to the terms and conditions specified in the
Offering  Materials.

     2.     Acceptance and Subscription.  The undersigned understands and agrees
            ---------------------------
that  this  subscription  is made subject to the following terms and conditions:
                                          --

          (a)     The  Company  will have the right to reject this subscription,
in  whole  or  in  part.

          (b)     This  subscription  will  be  deemed  to  be accepted by or on
behalf  of  the  Company  only  when  it  is  signed  by  the  Company.

          (c)     The  Company  will  have no obligation to accept subscriptions
for  the  shares  of  the  Preferred  stock  in  the  order  received.

          (d)     The  Offering  may  be  terminated  at any time by the Company
prior  to  the  final acceptance of subscriptions for the required number of the
shares  of  the  Preferred  stock  as  specified  in  the  Offering  Materials.

     3.     Representations  and  Warranties.  The  undersigned  represents  and
            --------------------------------
warrants  as  follows:

          (a)     The  undersigned  has  received information, and has carefully
reviewed  the  Offering  Materials  and  has relied on the disclosures contained
therein,  information  otherwise  provided  to him in writing by the Company, or
information  from books and records of the Company.  The undersigned understands
that  all  documents,  records and books pertaining to this investment have been
made  available  for inspection by his attorney and/or his accountant and/or his
Purchaser  Representative and him, and that the books and records of the Company
will  be  available,  upon  reasonable  notice,  for  inspection  by  investors


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during  reasonable  business  hours  at  its  principal  place of business.  The
undersigned  and/or  his  adviser(s)  have  had  a reasonable opportunity to ask
questions of and receive answers from the Company, or a person or persons acting
on its behalf, concerning the Offering of the shares of the Preferred stock, and
all  such  questions  have  been  answered  to  the  full  satisfaction  of  the
undersigned.  No  oral  representations  have  been  made  or  oral  information
furnished  to  the undersigned or his adviser(s) in connection with the Offering
of  the  shares  of  the  Preferred  stock were in any way inconsistent with the
information  furnished.

          (b)     The  undersigned  (i)  has adequate means of providing for his
current  needs  and  possible  personal  contingencies,  (ii)  has  no  need for
liquidity  in  this  investment,  (iii) is able to bear the substantial economic
risks  of  an  investment in the shares of the Preferred stock for an indefinite
period,  and  (iv)  at  the  present  time, could afford a complete loss of such
investment.

          (c)     The  undersigned  recognizes  that  the  Company has a limited
financial  and  operating  history  and no history of profitable operations, and
that  the shares of the Preferred stock as an investment involves special risks,
including  those  disclosed  to  the  undersigned  by  the  Company.

          (d)     The  undersigned  understands that the shares of the Preferred
stock  have  not been registered under the United States Securities Act of 1933,
as  amended  (the  "Securities  Act") or the securities laws of any state of the
United  States  or foreign jurisdiction, in reliance upon an exemption therefrom
for offers and sales of securities made outside of the United States pursuant to
Regulation  S promulgated under the Securities Act.  The undersigned understands
that the shares of the Preferred stock must be held indefinitely unless they are
subsequently  registered,  or  an exemption from such registration is available.
The  undersigned  further understands that the Company is under no obligation to
register  the  shares  of  the Preferred stock on his behalf or to assist him in
complying  with  any  exemption  from  registration.

          (e)     The  undersigned  or  his  advisers  have  such  knowledge and
experience  in financial, tax, and business matters to enable him to utilize the
information, made available to him in connection with the Offering of the shares
of  the  Preferred  stock  to  evaluate  the merits and risks of the prospective
investment  and  to  make  an informed investment decision with respect thereto.

          (f)     The  undersigned  is not a U.S. person and that at the time of
the execution of this Subscription Agreement he is outside of the United States.

          (g)     That  if  the purchase of the shares of the Preferred stock is
made  through  a  physical  trading  floor  of an established foreign securities
exchange, the transaction is executed in, or through a physical trading floor of
an established foreign securities exchange that is located outside of the United
States.

          (h)     That  if the undersigned effects a resale of the shares of the
Preferred  stock  in,  or  through  the  facilities  of  a  designated  offshore
securities  market  of  an  established foreign securities exchange, neither the
seller  nor  any  person  acting  on  its  behalf,  the transaction shall not be
pre-arranged  with  a  buyer  in  the  United  States.

          (i)     The  undersigned  is not acquiring the shares of the Preferred
stock  for  the  account  or benefit of any U.S. person nor is a U.S. person who
purchased  the  shares  of  the  Preferred  stock  in a transaction that did not
require  registration  under  the  Securities  Act.

          (j)     The  undersigned  is not aware of any directed selling efforts
with  respect  to the shares of the Preferred stock made in the United States by
the  Company,  a  distributor, any of their respective affiliates, or any person
acting  on  their  behalf.

          (k)     The  undersigned agrees to resell such shares of the Preferred
stock  only  in  accordance  with  the  provisions  of Regulation S, pursuant to
registration  under  the  Securities  Act, or pursuant to an available exemption
from  registration.


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          (l)     The  undersigned  agrees not to engage in hedging transactions
with  regard to such shares of the Preferred stock unless in compliance with the
Securities  Act.

          (m)     The  undersigned  realizes  that he may not be able to sell or
dispose  of  his  shares  of  the Preferred stock.  In addition, the undersigned
understands that his right to transfer the shares of the Preferred stock will be
subject to restrictions against transfer unless the transfer is not in violation
of  the  Securities  Act,  and  the  securities  laws  of  any  state or foreign
jurisdiction  (including  investor suitability standards).  The undersigned also
acknowledges  that he shall be responsible for compliance with all conditions on
transfer  imposed  by  the Securities Act, or the securities law of any state or
foreign  jurisdiction  and  for  any expenses incurred in connection with such a
proposed  transfer.

          (n)     The  undersigned,  if  a  corporation,  partnership, trust, or
other  entity,  is  authorized and otherwise duly qualified to purchase and hold
the  shares  of  the  Preferred  stock.

          (o)     All  information  which  the  undersigned  has provided to the
Company  concerning  himself,  his  financial  position,  and  his  knowledge of
financial  and  business matters, or, in the case of a corporation, partnership,
trust  or  other  entity, the knowledge of financial and business matters of the
person  making  the investment decision on behalf of such entity, is correct and
complete  as of the date set forth at the end hereof, and if there should be any
adverse  change in such information prior to his subscription being accepted, he
will  immediately  provide  the  Company  with  such  information.

          (p)     A  legend in substantially the following form has been or will
be  placed  on  any certificate(s) or other document(s) evidencing the shares of
the  Preferred  stock:

     THE  SECURITIES  REPRESENTED  BY  THIS INSTRUMENT OR DOCUMENT HAVE NOT
     BEEN  REGISTERED  UNDER  THE  UNITED STATES SECURITIES ACT OF 1933, AS
     AMENDED  (THE "SECURITIES ACT"), OR THE SECURITIES LAW OF ANY STATE OF
     THE  UNITED  STATES  OR  FOREIGN  JURISDICTION.  THE TRANSFER OF THESE
     SECURITIES  IS  PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
     REGULATION  S  PROMULGATED  UNDER  THE  SECURITIES  ACT,  PURSUANT  TO
     REGISTRATION  UNDER  THE  SECURITIES  ACT, OR PURSUANT TO AN AVAILABLE
     EXEMPTION  FROM  REGISTRATION.  HEDGING  TRANSACTIONS  INVOLVING THESE
     SECURITIES  MAY  NOT  BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH  THE
     SECURITIES  ACT.

     Stop  transfer  instructions  to  the  transfer  agent of the shares of the
Preferred  stock  have  been or will be placed with respect to the shares of the
Preferred stock so as to restrict the resale or transfer thereof, subject to the
further  items  hereof,  including the provisions of the legend set forth above,
and  the  legend  and stop transfer instructions described herein will be placed
with  respect  to  any  new  certificate(s)  or  other  document(s)  issued upon
presentment  by  the  undersigned  of  certificate(s)  or  other document(s) for
transfer.

          (q)     The  undersigned  acknowledges:  (i)  that  he  can  bear  the
economic  risk  of  this  investment; (ii) he has relied upon the advice of such
Purchaser  Representative  as  to the merits of an investment in the Company and
the suitability of such investment for the undersigned; and (iii) such Purchaser
Representative  has  confirmed  to  him, in writing, any past, present or future
material  relationship,  actual  or  contemplated,  between  such  Purchaser
Representative  or  its  affiliates  and  the  Company,  or  its  affiliates.

          (r)     The  undersigned  understands  that  neither the United States
Securities and Exchange Commission nor the securities commission of any state of
the  United States or foreign jurisdiction has made any finding or determination
relating  to  the  fairness for public investment in the shares of the Preferred
stock  and  that the United States Securities and Exchange Commission as well as
the  securities  commission  of  any  state  of  the  United  States  or foreign
jurisdiction  will  not  recommend  or  endorse  any  offering  of  securities.


<PAGE>
          (s)     The  undersigned  understands  that:

               (i)     No  assurances  are  or  have  been  made  regarding  any
economic  advantages  (including  tax)  which  may  inure  to the benefit of the
undersigned;

               (ii)     No  assurances  are  or  have  been  made concerning the
distribution  of  profits  to  the  Company's  investors;  and

               (iii)     He  is  aware  that this subscription is independent of
any  other  subscription  for  the  shares  of  the  Preferred  stock.

          (t)     The  undersigned  acknowledges  and is aware that it never has
been represented, guaranteed, or warranted to him by the Company, its directors,
officers, agents or employees, or any other person, expressly or by implication,
as  to  any  of  the  following:

               (i)     The  approximate  or exact length of time that he will be
required  to  remain  as  an  owner  of  his  shares  of  the  Preferred  stock;

               (ii)     The  percentage  of  profit  and/or amount of or type of
consideration,  profit  or  loss  to  be  realized,  if any, as a result of this
investment;  or

               (iii)     That  the limited past performance or experience on the
part  of  the  Company,  or  any future projections will in any way indicate the
predictable  results of the ownership of the shares of the Preferred stock or of
the  overall  financial  performance  of  the  Company.

          (u)     The  undersigned  acknowledges  that  the  Company  has  made
available  to  him  or  his  Purchaser Representative, if any, or other personal
advisers the opportunity to obtain additional information to verify the accuracy
of the information furnished to him and to evaluate the merits and risks of this
investment.

          (v)     The  undersigned  confirms  that  he  has  consulted  with his
Purchaser  Representative,  if  any,  or  other  personal advisers and that said
Purchaser  Representative  or  other  advisers  have  analyzed  the  information
furnished  to  him  and  the  documents  relating thereto on his behalf and have
advised  him  of  the  business  and  financial  aspects and consequences of and
liabilities associated with his investment in the shares of the Preferred stock.
The  undersigned  represents  that he has made other risk capital investments or
other  investments  of  a  speculative nature, and by reason of his business and
financial  experience  and  of  the  business  and financial experience of those
persons  he  has  retained  to  advise  him  with respect to investments of this
nature.  In reaching the conclusion that he desires to acquire the shares of the
Preferred stock, the undersigned has carefully evaluated his financial resources
and  investments  and acknowledges that he is able to bear the economic risks of
this  investment.

          (w)     The  undersigned  acknowledges  that  all  information  made
available  to  him  and/or his Purchaser Representative, if any, and/or personal
adviser(s)  in  connection  with  his  investment in the shares of the Preferred
stock,  including  the  information  furnished  to  him  is  and  shall  remain
confidential  in all respects and may not be reproduced, distributed or used for
any  other  purpose  without  the  prior  written  consent  of  the  Company.

     4.     Indemnification.  The  undersigned  agrees  to  indemnify  and  hold
            ---------------
harmless  the  Company  and its affiliates from and against all damages, losses,
costs,  and expenses (including reasonable attorneys' fees) which they may incur
by  reason  of  the  failure  of  the undersigned to fulfill any of the terms or
conditions  of  this  subscription,  or  by  reason  of  any  breach  of  the
representations  and  warranties  made  by  the  undersigned  herein,  or in any
document  provided  by  the  undersigned  to  the  Company.

     5.     Limitation  on  Transfer  of the Shares of the Preferred Stock.  The
            --------------------------------------------------------------
undersigned  acknowledges  that  he  is  aware  that  there  are  substantial
restrictions  on  the  transferability  of  the  shares  of


<PAGE>
the  Preferred  stock.  Since the shares of the Preferred stock will not be, and
since the undersigned has no right to require that they be, registered under the
Securities  Act,  or  the  securities  laws of any state of the United States or
foreign  jurisdiction,  the  shares  of  the Preferred stock may not be, and the
undersigned  agrees  that  it shall not be, sold except pursuant to an effective
registration  statement  or  an exemption from such registration statement under
said  statutes.

     6.     Refusal  to  Register  Transfers  by the Company.  The Company shall
            ------------------------------------------------
refuse  to  register  any transfer of its securities not made in accordance with
the  provisions  of  Regulation S, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration; provided, however,
if  the  securities  are in bearer form or foreign law prevents the Company from
refusing  to register securities transfers, other reasonable procedures (such as
a legend described in Regulation S) shall be implemented to prevent any transfer
of  the  securities  not made in accordance with the provisions of Regulation S.

     7.     Survival.  The  foregoing  representations,  warranties  and
            --------
undertakings  are  made  with  the  intent  that  they  may  be  relied  upon in
determining  the undersigned's suitability as an investor in the Company and the
undersigned hereby agrees that such representations and warranties shall survive
his  purchase  of  the  shares  of  the  Preferred  stock  in  the Company.  The
undersigned  hereby  acknowledges  and agrees that he is not entitled to cancel,
terminate  or  revoke  this Subscription Agreement, or any agreements hereunder,
unless  the Company has extended the Offering beyond the period specified in the
Offering  Materials,  and  that  this Subscription Agreement and such agreements
shall  survive  (a)  changes  in  the  transactions,  documents, and instruments
previously  furnished  to  the undersigned which are not materially adverse, and
(b) the undersigned's death or disability provided, however, that if the Company
shall  have  rejected  this  subscription,  this  Subscription  Agreement,  all
agreements  of  the  undersigned  hereunder  shall  automatically  be  canceled,
terminated  and  revoked.

     8.     Notices.  All  notices  or  other  communications  given  or  made
            -------
hereunder  shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned or
to  the  Company  at  the  respective  addresses  set  forth  herein.

     9.     Miscellaneous.
            -------------

          (a)     The  undersigned  agrees  not  to  transfer  or  assign  this
Subscription Agreement, or any of the undersigned's interest herein, and further
agrees  that  the  transfer  or  assignment of the shares of the Preferred stock
acquired  pursuant  hereto  shall be made only in accordance with all applicable
laws.

          (b)     The  undersigned  agrees  that the undersigned may not cancel,
terminate,  or  revoke  this  Subscription  Agreement  or  any  agreement of the
undersigned  made  hereunder  and that this Subscription Agreement shall survive
the  death  or  disability  of  the  undersigned  and  shall be binding upon the
undersigned's  heirs,  executors,  administrators,  successors,  and  assigns.

          (c)     Notwithstanding  any  of  the  representations,  warranties,
acknowledgments,  or  agreements made herein by the undersigned, the undersigned
does  not  thereby  or  in  any  other  manner  waive  any rights granted to the
undersigned  under  United  States  federal,  state  or foreign securities laws.

          (d)     Words  of any gender used in this Subscription Agreement shall
be  held  and  construed  to include any other gender, and words in the singular
number  shall  be held to include the plural, and vice versa, unless the context
requires  otherwise.  In  addition,  the  pronouns  used  in  this  Subscription
Agreement  shall be understood and construed to apply whether the party referred
to is an individual, partnership, joint venture, corporation or an individual or
individuals  doing  business  under  a  firm  or  trade name, and the masculine,
feminine  and  neuter  pronouns  shall  each  include  the other and may be used
interchangeably  with  the  same  meaning.

          (e)     This  Subscription  Agreement constitutes the entire agreement
among  the  parties  hereto with respect to the subject matter hereof and may be
amended  only  by  a  writing  executed  by  all  parties.


<PAGE>
          (f)     Within  10  days  after  receipt of a written request from the
Company,  the  undersigned agrees to provide such information and to execute and
deliver such documents as reasonably may be necessary to comply with any and all
laws  and  ordinances  to  which  the  Company  is  subject.

     IN  WITNESS  WHEREOF, I have executed this Subscription Agreement as of the
___  day  of  ____________,  2005.


<PAGE>
                                TYPE OF OWNERSHIP

(Check One)

________     Individual  (one  signature  required)

________     Joint Tenants with Right  of  Survivorship (both parties must sign)

________     Tenants  in  Preferred  (both  parties  must  sign)

________     Community  Property  (one  signature  required  if interest held in
             one  name,  i.e.,  managing  spouse,  two  signatures  required  if
             interest  held  in  both  names).

________     Trust

________     Corporation

________     Partnership


          _____________________________________________________________________
            Please print here the exact name (registration) investor desires
                                     for the shares.


<PAGE>
                                 SIGNATURE PAGE
                             FOR INDIVIDUAL INVESTOR




_______________________________________
Signature

_______________________________________
Print or Type Name

Residence Address:

_______________________________________

_______________________________________

Mailing Address:

_______________________________________

_______________________________________

          Executed at _____________________________, this _____ day of
          _________________, 2005.


<PAGE>
                                 SIGNATURE PAGE
                      FOR CORPORATE OR PARTNERSHIP INVESTOR


           Name of Corporation  or Partnership (Please Print or Type)


By   ________________________________________________________
     Signature of Authorized Agent

Title: ______________________________________________________

Address of Principal Offices: _______________________________

_____________________________________________________________

_____________________________________________________________

Mailing Address, if Different: ______________________________

_____________________________________________________________

_____________________________________________________________

Attention: __________________________________________________

          Executed at _____________________________, this _____ day of
          _________________, 2005.


<PAGE>
                                 SIGNATURE PAGE
                               FOR TRUST INVESTOR


                      Name of Trust (Please Print or Type)


______________________________________________________
Name of Trustee (Please Print or Type)

By ___________________________________________________
    Trustee's Signature

Date Trust was Formed: _______________________________

Trustee's Address: ___________________________________

______________________________________________________

______________________________________________________

Attention: ___________________________________________

          Executed  at  _____________________________,  this  _____  day  of
          _________________,  2005.

SUBSCRIPTION ACCEPTED:

PALOMAR ENTERPRISES, INC.



By  _________________________________________________
     Steven Bonnberger, President and Chief Executive Officer

Date: __________________, 2005.


<PAGE>