EXHIBIT 10.1

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

LIBERTY COAL ENERGY CORP,
99 18th street Suite 3000
Denver, CO 80202, USA

April 30, 2011

Attention: Edwin Morrow, President

Gentlemen:

1.   Subscription.

Liberty  Coal  Energy has  available  up to  666,667  Share  purchase  Units for
purchase in a Private Placement of Shares.

The  undersigned  (the"  Purchaser")  intending  to  he  legally  hound,  hereby
irrevocably  agrees  to  purchase  from  Liberty  Coal  Energy  Corp,,  a Nevada
Corporation  (the "Company") the number of Units set forth on the Signature Page
at the end of this subscription Agreement (the "Agreement").  EACH UNIT CONSISTS
OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE AN ADDITIONAL  SHARE OF
COMMON  STOCK AT A PRICE OF $.82  WITHIN 24  MONTHS.  EACH UNIT IS  OFFERED AT A
PURCHASE PRICE PER UNIT OF $0.75 USD, upon the terms and conditions herein-alter
set forth.

THE  UNDERSIGNED  IS  DELIVERING  (I) THE  SUBSCRIPTION  PAYMENT MADE PAYABLE TO
LIBERTY COAL ENERGY CORP.  (II) TWO EXECUTED COPIES EL THE SIGNATURE PAGE AT THE
END OF THIS  AGREEMENT,  AND (III) ONE EXECUTED COPY OF PURCHASER  QUESTIONNAIRE
FOR INDIVIDUALS (IF APPROPRIATE), ATTACHED HERETO AS EXHIBIT 11, TO:

                            LIBERTY COAL ENERGY CORP.
                            99 18th street Suite 3000
                              Denver, CO 80202, USA
                       Attention: Edwin Morrow, President

The  undersigned  understands  that the Common Stock is being issued pursuant to
the exemption from the registration requirements of the United States Securities
Act of 1933, as amended (the "Securities Act"), provided by Section 4(2) of such
Securities  Act.  As such,  the Common  Stock is only being  offered and sold to
investors  who  qualify  as  "accredited  investors"  and a  limited  number  of
"sophisticated investors" and the Company is relying on the representations made
by the undersigned in this Agreement that the  undersigned  qualifies as such an
accredited investor. The shares of Common Stock are "restricted  securities" for
purposes of the United States  securities laws and cannot be transferred  except
as permitted under these laws.
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2.   Acceptance of Subscription.

The Offering  will be open until May 30,  2011,  but the Company may extend this
period in our discretion for up to an additional 60 days.

Subject to applicable  state  securities  laws, the Purchaser may not revoke any
subscription  that  such  Purchaser  delivers  to  the  Company.   However,  the
undersigned  understands and agrees that. the Company,  in its sole  discretion,
may (i) reject the subscription or any Purchaser,  whether or not qualified,  in
whole or in,  part,  and (ii) may withdraw the Offering at any time prior to the
termination  of the  Offering.  The Company  shall have no  obligation to accept
subscriptions in the order received. This subscription shall become binding only
if accepted by the Company.

3.   Memorandum.

The Purchaser hereby acknowledges that the purchaser has relied on the documents
filed with the United States and Exchange  Commission as required  under the The
Securities  Exchange  Act of 1934.  The  Company  has not issued a  Confidential
Private Placement Memorandum.

4.   Representations and Warranties.

     4.1.  The  Company   represents  and  warrants  to,  and  agrees  with  the
undersigned  as follows,  in each case as of the date hereof and in all material
respects as of the date of any closing,  except for any changes resulting solely
from the Offering:

     (a) The Company is duly  organized,  validly  existing and in good standing
under the laws of the  jurisdiction  of its  incorporation  with full  power and
authority to own, lease,  license and use its properties and assets and to carry
out the  business.  The Company is duly  qualified  to transact  the business in
which it is engaged and is in good  standing as a foreign  corporation  in every
jurisdiction  in which its ownership,  leasing,  licensing or use of property or
assets or the conduct or its business makes such qualification necessary, except
where the failure to be so qualified would not have a material adverse effect on
the Company.

     (b) At the date of the commencement of the offering the authorized  capital
stock of the Company will consist of  300,000,000  shares of common  stock,  par
value $0.001 per share.  At such date,  there will be  outstanding  no more than
43,785,000  shares of Common Stock,  excluding  shares issued in connection with
the Offering,  shares issued upon exercise or conversion of options, warrants or
other rights  outstanding as of the date of the initial  closing,  in accordance
with their terms as of such date,

Each outstanding  share of Common Stock is validly  authorized,  validly issued,
fully paid and nonassessable,  without any personal  liability  attaching to the
ownership  thereof  and has not been  issued  and is not or will not be owned or
held  in  violation  of any  preemptive  rights  of  stockholders.  There  is no
commitment,  plan or arrangement to issue, and no outstanding option, warrant or
other  right  calling  for the  issuance  of any share or  capital  stock of the
Company or any security or other  instrument  which by its terms is  convertible
into, exercisable for or exchangeable for capital stock of the Company. There is
outstanding  no security or other  instrument  which by its terms is convertible
into or exchangeable for capital stock, of the Company.

     (c)  There is no  litigation,  arbitration,  claim,  governmental  or other
proceeding  (formal  or  informal),  or  investigation  pending  or, to the best
knowledge  of the  officers  of the  Company,  threatened  with  respect  to the
Company,  or any of its  subsidiaries,  operations,  businesses,  properties  or
assets or such as  individually  or in the  aggregate do not, now have and could
not reasonably be expected have a material  adverse effect upon the  operations,
business, properties or assets of the Company.

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     (d) The Company is not in  violation  of, or in default with respect to any
law, rule, regulation,  order, judgment or decree or such as in the aggregate do
not now have and will not in the future have a material  adverse effect upon the
operations,  business,  properties or assets or the Company;  nor is the Company
required to take any action in order to avoid any such violation or default.

     (e) The  Company  has all  requisite  power and  authority  (i) to execute,
deliver and perform its  obligations  under this Agreement and (ii) to issue and
sell the shares of Stock in the Offering.

     (f) No consent,  authorization,  approval,  order, license,  certificate or
permit a or from, or  declaration  or filing with,  any United  States  federal,
state, local, or other applicable  governmental  authority,  or any court or any
other  tribunal,  is  required by the  Company  for the  execution,  delivery or
performance  by the Company of this  Agreement  or the  issuance and sale of the
shares or Common  Stock,  except such filing and consents as may be required and
have been or at the initial  closing,  will have been made or obtained under the
laws of the United States federal and state securities laws.

     (g) The  execution,  delivery and  performance  of this  Agreement  and the
issuance or the shares of Common Stock will not violate or result in a breach of
or entitle  any party  (with or without  the giving of notice or the  passage of
time or both) to terminate or call a default  under any  agreement or violate or
result in a breach of any term of the  Company's  Articles or  Incorporation  or
Bylaws of, or violate  any law,  rule,  regulation,  order,  judgment  or decree
binding  upon,  the  Company,  or to which  any of its  operations,  businesses,
properties or assets are subject, the breach, termination or violation of which,
or default under which,  would have a material adverse effect on the operations,
business, properties or assets of the Company.

     (h) The  shares or Common  Stock  issuable  in this  Offering  are  validly
authorized  and, if and when issued in accordance  with the terms and conditions
set forth in this Agreement will be validly issued, fully paid and nonassessable
without any personal liability attaching to the ownership thereof,  and will not
be issued in violation of any preemptive or other rights of stockholders.

     4.2. The  undersigned  hereby  represents and warrants to, and agrees with,
the Company as follows;

     (a) The undersigned is an "Accredited  investor" as that term is defined in
Rule 501 (a) of  Regulation  D  promulgated  under the  Securities  Act,  and as
specifically indicated in Exhibit l attached to this Agreement, or

     (b) The undersigned is a  "Sophisticated  Investor" as that term is defined
in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

     (c) For California and  Massachusetts  individuals:  If the subscriber is a
California resident, such subscriber's investment in the Company will not exceed
10% of such subscriber's net worth (or joint net worth with his spouse).  If the
subscriber is a  Massachusetts  resident,  such  subscriber's  investment in the
Company  will not  exceed  25% of such  subscriber's  joint net worth  with such
subscriber's spouse (exclusive of principal residence and its furnishings).

     (d) If a natural  person,  the  undersigned is: a bona fide resident of the
state or non-United  States  jurisdiction  contained in the address set forth on
the Signature Page of this Agreement as the undersigned's home address: at least
21 years of age; and legally competent to execute this Agreement.  If an entity,
the undersigned has its principal  offices or principal place of business in the
state or non-United  States  jurisdiction  contained in the address set forth on
the Signature Page of this  Agreement.  The individual  signing on behalf of the
undersigned  is duly  authorized to execute,  this  Agreement and this Agreement
constitutes  the  legal,   valid  and  binding  obligation  of  the  undersigned
enforceable against the undersigned in accordance with its terms,

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     (e) The undersigned has received,  read carefully and is familiar with this
Agreement.

     (f) The  undersigned  is familiar  with the Company's  business,  plans and
financial  condition and the  undersigned  has received all materials which have
been  requested  by the  undersigned,  has had a reasonable  opportunity  to ask
questions of the Company and its  representatives,  and the Company has answered
all inquiries that the undersigned or the undersigned's representatives have put
to it. The undersigned has had access to all additional information necessary to
verify the accuracy of the information set forth in this Agreement and any other
materials furnished herewith, and have taken all the steps necessary to evaluate
the merits and risks of an investment as proposed hereunder.

     (g) The undersigned (or the  undersigned's  purchaser  representative)  has
such knowledge and experience in finance, securities,  taxation, investments and
other  business  matters  so as to be  able  to  protect  the  interests  of the
undersigned  in  connection  with  this   transaction,   and  the  undersigned's
investment  in the  Company  hereunder  is not  material  when  compared  to the
undersigned's total financial capacity.

     (h) The  undersigned  understands the various risks of an investment in the
Company as proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.


     (i) The  undersigned  acknowledges  that no  market  for the  Common  Stock
presently exists and none may develop in the future and that the undersigned may
find  it  impossible  to  liquidate  the  investment  at a time  when  it may be
desirable to do so, or at any other time.

     (j) The undersigned has been advised by the Company that none of the Common
Stock has been  registered  under the Securities Act, that the Common Stock will
be issued on the basis of the  statutory  exemption  provided by Section 4(2) of
the Securities Act or Regulation D promulgated there under, or both, relating to
transactions  by an issuer not involving  any public  offering and under similar
exemptions  under certain slate  securities  laws: that this transaction has not
been  reviewed  by,  passed on or  submitted  to any federal or state  agency or
self-regulatory  organization  where an exemption is being relied upon; and that
the Company's reliance thereon is based in part upon the representations made by
the undersigned in this Agreement,

     kj) The undersigned  acknowledges that the undersigned has been informed by
the  Company of or is  otherwise  familiar  with the  nature of the  limitations
imposed by the Securities Act and the rules and  regulations  there under on the
transfer of the Common Stock.  In  particular,  the  undersigned  agrees that no
sale,  assignment  or  transfer  of any of the  Common  Stock  shall be valid or
effective,  and the  Company  shall not be required to give any effect to such a
sale,  assignment or transfer,  unless (i) the sale, assignment or transfer (ii)
such Common Stock is registered  under the Securities  Act, it being  understood
that the Common Stock are not currently registered for sale and that the Company
has no  obligation  or  intention  to so register  the Common  Stock,  except as
contemplated  by the terms of this  Agreement  or (ii) such Common Stock is sold
assigned or transferred in accordance with all the  requirements and limitations
of Rule 144 under the Securities Act (it being  understood  that Rule 144 is not
available at the present time for the sale of the Common  Stock),  or (iii) such
sale,  assignment or transfer is otherwise  exempt from  registration  under the
Securities Act, including  Regulation S promulgated there under. The undersigned
further  understands  that an  opinion  of counsel  and other  documents  may he
required to transfer the Common Stock.

     (k) The undersigned  acknowledges that the Common Stock shall be subject to
a stop transfer order and the certificate or certificates  evidencing any Common
Stock shall bear the following or a  substantially  similar legend or such other
legend as may appear on the forms of Common Stock and such other  legends as may
be required by state blue sky laws:

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THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  UNITED  STATES  SECURITIES  ACT OP 1933  (THE  "ACT") OR  APPLICABLE  STATE
SECURITIES  LAWS,  AND SUCH  SECURITIES  MAY NOT BE SOLD OR  TRANSFERRED  IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH
REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS..

     (l) The undersigned will acquire the Common Stock for the undersigned's own
account  (or for the joint  account  of the  undersigned  and the  undersigned's
spouse  either in joint  tenancy,  tenants by the entirety or tenancy in common)
for  investment and not with a view to the sale or  distribution  thereof or the
granting  of  any  participation  therein,  and  has  no  present  intention  of
distributing  or  selling  to  others  any of  such  interest  or  granting  any
participation therein.

     (m)  No  representation,  guarantee  or  warranty  has  been  made  to  the
undersigned  by  any  broker,  the  Company,  any of  the  officers,  directors,
stockholders,  partners,  employees  or agents  of either or them,  or any other
persons, whether expressly or by implication, that:

          (i) the Company or the undersigned  will realize any given  percentage
of profits and/or amount or type of consideration, profit or loss as a result or
the Company's activities or the undersigned's investment, in the Company; or

          (ii) the past  performance  or  experience  of the  management  or the
Company,  or any other person,  will in any way indicate the predictable results
of the ownership of the Common Stock or of the Company's activities,

     (n) No  oral or  written  representations  have  been  made  and no oral or
written information furnished to the undersigned or the undersigned's advisor(s)
in connection with the sale of the companies shares.

     (o) The undersigned is not subscribing for the Common Shares as a result of
or  subsequent  to any  advertisement,  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio, or presented at any seminar or meeting, or any solicitation
or a subscription  by a person other than a  representative  or the Company with
which  the  undersigned  had a  pre-existing  relationship  in  connection  with
investments in securities generally.

     (p) The  undersigned  is not relying on the Company with respect to the tax
and other economic considerations of an investment.

     (q) The undersigned  acknowledges that the representations,  warranties and
agreements  made by the  undersigned  herein  shall  survive the  execution  and
delivery of this Agreement and the purchase of the Common Stock.

     (r) The  undersigned  has consulted with his own  financial,  legal and tax
advisors  with  respect  to the  economic,  legal  and  tax  consequences  of an
investment in the Common Stock and has not relied on the Company,  its officers,
directors or professional advisors for advice as to such consequences

5.   Indemnification.

The  Purchaser   understands   the  meaning  and  legal   consequences   of  the
representations and warranties contained in Section 4.2, and agrees to indemnify
and hold  harmless  the Company and each  member,  officer,  employee,  agent or
representative  thereof against any and all loss,  damage or liability due to or
arising out of a breach of any representation or warranty,  or breach or failure
to  comply  with  any  covenant,  of  the  Purchaser,   contained  in  the  this
Subscription Agreement. Notwithstanding any of the representations,  warranties,
acknowledgments  or agreements made herein by the Purchaser,  the Purchaser does

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<PAGE>
not thereby or in any other  manner  waive any rights  granted to the  Purchaser
under federal or state securities laws.

6.   Provisions of Certain State Laws.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER  INCLUDING THE MERITS AND RISKS INVOLVED.  THESE  SECURITIES HAVE NOT
BEEN  RECOMMENDED  BY ANY FEDERAL OR STATE  SECURITIES  COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED,  AND THE  APPLICABLE  STATE  SECURITIES  LAWS.  PURSUANT  TO
REGISTRATION OR EXEMPTION  THEREOF,  INVESTORS  SHOULD BE AWARE THAT THEY MAY BE
REQUIRED  TO BEAR THE  FINANCIAL,  RISKS OF THIS  INVESTMENT  FOR AN  INDEFINITE
PERIOD OF TIME.

THE SECURITIES  HAVE NOT BEEN REGISTERED  UNDER THE NEW YORK UNIFORM  SECURITIES
ACT AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

7.   Additional Information.

The Purchaser hereby  acknowledges and agrees that the Company may make or cause
to be made such further inquiry and obtain such  additional  information as they
may deem appropriate, with regard to the suitability of the undersigned.

Irrevocability; Binding Effect,

The Purchaser hereby acknowledges and agrees that the Subscription  hereunder is
irrevocable,  that the Purchaser is not entitled to cancel,  terminate or revoke
this Subscription Agreement or any agreements of the undersigned there under and
that this  Subscription  Agreement and such other  agreements  shall survive the
death or  disability of the Purchaser 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 Purchaser is more than one person, the
obligations  of the  Purchaser  hereunder  shall be joint  and  several  and the
agreements,  representations,  warranties and  acknowledgments  herein contained
shall he deemed to he made by and be binding upon each such person and his heirs
executor, legal representatives and assigns.

8.   Modification.

Neither this  Subscription  Agreement nor any provisions hereof shall he 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.

9.   Notices.

Any  notice,  demand  or other  communication  which  any  party  hereto  may he
required,  or  may  elect  to  give  to  any  other  party  hereunder  shall  be
sufficiently  given if (a)  deposited,  postage  prepaid,  in a United States or
county of residence  mail box,  stamped  registered  or certified  mail,  return
receipt  requested,  addressed  to such address 48 may he listed on the books of
the Company, or (b) delivered personally at such address.

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10.  Counterparts.

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

11.  Entire Agreement.

This  subscription  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.

12.  Severability,

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

13.  Assignability.

This Subscription Agreement is not transferable or assignable by the Purchaser.

14.  Applicable Law,

This  Subscription  Agreement  shall be governed by and  construed in accordance
with the laws of the State of  Delaware  as applied to  residents  of that State
executing contracts wholly to be performed in that State.

15.  Choice of Jurisdiction.

The parties agree that any action or proceeding arising, directly, indirectly or
otherwise, in connection with, out of or from this Subscription  Agreement,  any
breach hereof or any  transaction  covered  hereby shall be resolved  within the
State  of  Delaware.   Accordingly,  the  parties  consent  and  submit  to  the
jurisdiction  of the United States  federal and state courts  located within the
State or Delaware.

IN WITNESS  THEREOF,  the  undersigned  exercises and agrees to be hound by this
Subscription  Agreement by executing the Signature  Page attached  hereto on the
date therein indicated.

                      REST OF PAGE INTENTIONALLY LEFT BLANK

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                             SUBSCRIPTION AGREEMENT
                                 SIGNATURE PAGE

By executing this Signature Page, the undersigned  hereby  executes,  adopts and
agrees  to all  terms,  conditions  and  representations  of  this  Subscription
Agreement and acknowledges all requirements are met by the purchaser to purchase
Shares in the Company.

Number of Units Subscribed at $0.75 per Share: __________
Aggregate Purchase Price: USD ___________

(Each  unit is one  common  share  and  one  warrant  at  strike  price  of $.82
exercisable within 24 months)

Type of ownership: ________ Individual
                   ________ Joint Tenant
                   ________ Tenants by the Entirety
                   ________ Tenants in Common
                   ________ Subscribing as Corporation or Partnership

IN WITNESS WHEREOF,  the undersigned  Purchaser has executed this Signature Page
this _____ day or _________, 2011.

Exact Name in which Shares are to be Registered


-------------------------------
Signature

-------------------------------
Print Name

-------------------------------
Tax Identification Number

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

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

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Zip Code ----------------------
Mailing Address

-------------------------------
Residence Phone Number

-------------------------------
Work Phone Number

-------------------------------
Email Address

ACCEPTANCE OF SUBSCRIPTION

LIBERTY COAL ENERGY CORP.  hereby accepts the subscription of  ___________Share,
as of the _________day of ___________, 2011/

LIBERTY COAL ENERGY CORP.

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

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