EXHIBIT 10.5

                             SUBSCRIPTION AGREEMENT

Express Systems Corporation
114 W. Magnolia Street, Suite 446
Bellingham, WA 98225

Gentlemen:

         The  Subscriber  ("Subscriber")  desires  to  become a  shareholder  in
Express  Systems  Corporation,  a Nevada  corporation  ("Company"),  and  hereby
subscribes for __________ shares of the Company's common stock, $0.001 par value
(collectively,  "Shares"),  which  are more  fully  described  in the  Company's
prospectus dated [_______],  2004 ("Prospectus"),  upon the terms and conditions
set forth  below.  The  Subscriber  acknowledges  that the, (a) Shares are being
offered  for a period  (the  "Offering  Period")  commencing  on the date of the
Prospectus and terminating March 31, 2004, (b) all subscription  proceeds of the
Offering,  including the funds representing the Subscription Amount as that term
is defined in this Agreement, will be deposited in a non-interest bearing escrow
account (the "Escrow Account") maintained Rubin,  Bailin,  Ortoli, Mayer & Baker
LLP at Citibank,  N.A. in the name of "Rubin,  Bailin, Ortoli, Mayer & Baker LLP
as Escrow  Agent," (c) unless the aggregate  principal  amount of $200,000.00 is
subscribed to, paid for and accepted  during the Offering  Period,  the Offering
will terminate and all subscription funds,  including the funds representing the
Subscription Price, will be promptly refunded to the subscribers,  including the
Subscriber,  in full,  without  interest or  deduction,  (d) the  Offering  will
terminate  upon the  earlier of (i) the close of business on the last day of the
Offering Period,  (ii) the acceptance by the Company of subscriptions for in the
aggregate  principal  amount of  $200,000 or (iii) such  earlier  date as may be
determined  by the  Company,  and (e) (i) the  event  that (A) the  Offering  is
withdrawn  pursuant  to this  Agreement,  (B) the  Company  does not receive and
accept subscriptions,  including this Subscription, to purchase commons stock in
the aggregate  principal amount of $200,000 during the Offering  Period,  or (C)
the  Subscription  is rejected for any reason  whatsoever,  then this  Agreement
shall  automatically  become null and void,  except that the Subscription  Price
shall be promptly returned to the Subscriber, without interest or deduction, and
(ii) in all other events,  on the date on which the  Subscription is accepted by
the Company (the  "Subscription  Acceptance  Date"),  the funds representing the
Subscription  Price, to the extent the  Subscription is accepted by the Company,
and the funds representing  subscriptions made by others whose  subscriptions to
purchase  common  stock  are  accepted  by  the  Company  on  such  Subscription
Acceptance Date, shall be released from the Escrow Account to the Company. It is
further  understood  and, by the Company's  acceptance of the  Subscription  the
Company is deemed to have agreed,  that the Company will  designate the date for
the initial  closing  ("Closing")  of the Offering.  The Closing will be held on
such date (the "Closing Date")  designated by the Company.  On the Closing Date,
the subscription  funds for the aggregate  purchase price for Shares  subscribed
for by the  investors  and  accepted  by the Company on such  Closing  Date will
become  available for use by the Company,  net of the  reimbursement of expenses
with respect to the subscriptions  accepted at the Closing;  provided,  however,
that the Closing shall not occur unless the Company accepts  subscriptions for a
minimum of $200,000.00.

                  The  Subscription  is subject to and is made  pursuant  to the
following terms and conditions:


     1. The Subscriber hereby delivers a check drawn to the order of the Company
in the  amount of  $__________  ("Subscription  Price"),  which  the  Subscriber
agrees, subject to the escrow provisions found in this Agreement,  to contribute
to the capital of the Company,  representing the aggregate purchase price of the
Shares  subscribed for above at the  subscription  price of $0.50 per share. The
Subscriber acknowledges that this Agreement is contingent in whole or in part on
the Company's acceptance of this Agreement.

     2. The Subscriber acknowledges and represents as follows:

          (a) That the Subscriber has received the Prospectus;


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          (b)  That the  Subscriber  is able to bear  the  economic  risk of the
investment in the Shares;

          (c) That the Subscriber has such knowledge and experience in financial
and business  matters so as to be capable of evaluating  the merits and risks of
the prospective investment in the Shares and has the net worth to undertake such
risks; and

          (d) That the Subscriber  believes that the investment in the Shares is
suitable based upon the Subscriber's  investment objectives and financial needs,
and the Subscriber has adequate means for providing for current  financial needs
and personal  contingencies  and has no need for  liquidity of  investment  with
respect to the Share if a market does not develop.

     3. The  Subscriber  represents and warrants that he is a bona fide resident
of, and is domiciled  in,  ___________________________________________  and that
the  Shares  are being  purchased  solely  for the  beneficial  interest  of the
Subscriber.

     4. The Subscriber is informed of the  significance  to you of the foregoing
representations  and they are made  with the  intention  that you will rely upon
them.

     5. The Shares are to be owned and should be registered  as follows  (please
print):

         Names
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( ) (a) A single person
( ) (b) Husband and wife,  as tenants in the entirety
( ) (c) Joint  Tenants
( ) (d) Tenants in Common
( ) (e) A married  (man)(woman)  as  (his)(her)  separate property
( ) (f) Corporation
( ) (g) Trust:

     (1) Trustee(s) ____________________________________________________________

     (2) Trust date ____________________________________________________________

     (3) Name of Trust _________________________________________________________

     (4) For the benefit of ____________________________________________________


         -----------------------------------------------------------------------

(  ) (h) Custodian:

         A custodian for _______________________________________________________

         under the Uniform Gift to Minors Act of the State of

         -----------------------------------------------------------------------


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(  ) (i) Other _________________________________________________________________

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------
                                  (please explain)


In order to facilitate processing of your subscription,  please be sure you have
completed each of the following:

     A.   Check made out to "Express Systems Corporation"

     B.   Enter   number  of  Shares  and  total  cash   contribution   on  this
          Subscription  Agreement,  and make sure you check the correct  form of
          ownership in Section 5 above.

     C.   In Section 3 above, enter the state in which you are a legal resident.

     D.   If the securities are to be owned in the name of more than one person,
          each co-owner must sign.

I declare that the foregoing is true and correct.

Dated: ___________________, 2004.


X___________________________________________
Signature of "Subscriber" (see Note D above)

Current residence address of Subscriber: _______________________________________
_____________________________________________ Zip Code ___________________

Mailing address (if different) _________________________________________________
Social Security or Taxpayer I.D. No. ___________________________________________
Telephone number: (______) _____________________________________________________


X ___________________________________________
Signature of "Co-Subscriber" (see Note D above)

Current residence address of Co-Subscriber: ____________________________________
_____________________________________________ Zip Code ___________________

Mailing address (if different) _________________________________________________
Social Security or Taxpayer I.D. No. ___________________________________________
Telephone number: (______) _____________________________________________________


FOR COMPANY USE ONLY:

         Fund and subscription accepted:
         EXPRESS SYSTEMS CORPORATION

         By:
            ---------------------------------
            Title:

         Date: ______________________________