oxysures1051509ex10_3.htm


    
      

      

    

    


    Exhibit
10.3  Form of Stock Subscription Agreement for Private
Placements

    


    


    


    


    OxySure® Systems, Inc.

    


    


    


    


    


    
      


      OXYSURE
SYSTEMS, INC.

      


      SUBSCRIPTION
BOOKLET

      (COMMON
STOCK)

      


    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    


    Subscription
Booklet

    


    


    


    
      


    

    
      OxySure
Systems, Inc., a Delaware Corporation

    

    
      


    

    


    


    


    


    Attached
are the following subscription documents to be completed and executed in order
to subscribe for Shareholder Interests ("Interests") in Oxysure Systems,
Inc.:

    


    


    
      	
               
      

            	
              A

            	
              Offeree/Purchaser
      Questionnaire

            


    

    


    
      	
               
      

            	
              B

            	
              Subscription
      Agreement

            


    

    


    
      	
               
      

            	
              C

            	
              Shareholder
      Signature Page to the Bylaws of OxySure Systems,
  Inc.

            


    

    


     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

     

    INSTRUCTIONS

     

     

    
      
        	
                1. 

              	
                The
      applicable documents should be completed and executed in their
      entirety.

              


      

       

      
        	
                2. 

              	
                Documents
      to be submitted by every prospective
investor:

              


      

       

    

    
    

    
      	
              A.  

            	
              One
      signed copy of the Investor Questionnaire, with all blanks filled
      in.

            


    

    


    
      	
              B.  

            	
              One
      signed copy of the Subscription Agreement, with all blanks filled
      in.

            


    

    


    
      	
              C.  

            	
              One
      signed copy of the Shareholder Signature Page to the Bylaws of Oxysure
      Systems, Inc.

            


    

    


    
      	
              3.

            	
              Every
      prospective investor whose subscription has been accepted must pay the
      purchase price of the Interests promptly upon receipt of the Acceptance
      Notice (as defined in the Subscription Agreement) or by other arrangements
      with the Chairman of Oxysure Systems, Inc..  Payment shall be
      made by wire transfer of funds or by check in accordance with the
      following:

            


    

     

     
Payee:                  OxySure
Systems, Inc.

      Bank:                  Silicon
Valley Bank

    Santa Clara, CA
95054-1191

     
A/c#:                  330-047-1107

     
ABA#:                  121-140-399

    


    
      	
              4.

            	
              Return
      this entire Booklet with the applicable documents signed to the
      following:

            


    

    


    Oxysure
Systems, Inc.

    10880
John W. Elliott Road

    Suite
600

    Frisco,
Texas 75034 USA

    
      ATTN:
Mr.
Julian Ross

    

    
      
      

    

    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


     

    


    


    


    


    


    


    


    


    A.
INVESTOR QUESTIONNAIRE 

      


      


      


      


      


      


      


      


       

      


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

     

    OXYSURE  SYSTEMS,
INC.

    INVESTOR
QUESTIONNAIRE

    (ALL
INFORMATION WILL BE TREATED IN THE HIGHEST CONFIDENCE)

    


    The
information elicited by this Investor Questionnaire (the "Questionnaire") is to
enable the Company to determine whether you or the prospective investor on whose
behalf you are providing this information, as the case may be, meets the
suitability requirements for purchasers under Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), and similar
requirements of other applicable securities laws.  The Company will
rely upon the information contained herein for the purpose of such determination
and for the purpose of offering and selling shares ("Shares") in Oxysure
Systems, Inc., a Delaware Corporation (the "Company").  The request to
complete this Questionnaire does not constitute an offer of the
Shares.

    


    INSTRUCTIONS:

    


    Answer
all questions fully; if the answer to any question is "None" or "Not
Applicable," please so state.

    


    If you
are furnishing this information on behalf of yourself or another person that is
a natural person (i.e., an individual), please complete Sections 1 and 4
only.  If you are furnishing this information on behalf of a
prospective investor that is a corporation, partnership, or limited liability
company, please complete Sections 2 and 4 only.  If you are furnishing
this information on behalf of a prospective investor that is a trust, please
complete Sections 3 and 4 only.  All questions should be answered with
regard to the person investing in the Shares.  For example, if a
corporation is subscribing, all answers should relate to that corporation (and
not the officer completing this Questionnaire).

    


    If you
are signing in a capacity other than your individual capacity, please attach
evidence of your authority to sign in such capacity.

    


    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

     

    1.           NATURAL
PERSON (INDIVIDUALS)

    If the prospective investor is a
natural person, please complete this Section 1.

    A. Name:
_______________________________________________________________

     

    Date of birth:
__________________          
Citizenship: ____________________________

     

    Social Security No.:
_______________________________________________________

     

    Residence address:
________________________________________________________

     

    Residence telephone number:
________________________________________________

     

    Business address:
_________________________________________________________

     

    _______________________________________________________________________

     

    Business telephone number:
_________________________________________________

     

    Email Address:
___________________________________________________________

     

    Marital status:
____________________________________________________________

     

    Spouse's full name:
________________________________________________________

     

    Spouse's employment:
______________________________________________________

    


    Spouse's business address:
___________________________________________________

    


    ________________________________________________________________________

    


    Spouse's business telephone number:
___________________________________________

    


    Communications should be sent to
(check one):

    


    Business address: /___ / or Home
address: /___ /

     

      Do
you maintain a house or apartment, pay state income taxes, hold a driver's
license or are you

    
        registered
to vote, in any state other than the state listed as your residence above in
this part A?

    

    
      
      

    

    
      
      

    

    


    Yes
_____                 No
_____

    


     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

     

    
      If "Yes," please state where and
indicate whether such other state is the state of your principal

      residence.  If it is not,
please indicate why it is not.

       

      ________________________________________________________________________

      


      ________________________________________________________________________

      


      ________________________________________________________________________

      
 

    

    
      B.
Occupation:
_____________________________________________________________

    

    
      
      

    

     

           
Position and duties:
________________________________________________________

    


    


    Any prior
occupations or duties during the past five years (including name of employer,
position held and length of service):

    


    _______________________________________________________________________

    


    _______________________________________________________________________

    


    _______________________________________________________________________

    


    


    C. Do you have a net worth, or joint
net worth with your spouse, in excess of $1,000,000?

    


    Yes
_____              No
_____

    


    D. Do you have an individual income in
excess of $200,000 in each of the two most recent years,

    or joint income with your spouse in
excess of $300,000 in each of those years, and have a

    reasonable expectation of exceeding
such income level in the current year?

    


    Yes
_____              No
_____

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

     

    
      	
              2.          
       

            	
              CORPORATIONS,
      PARTNERSHIPS, AND LIMITED LIABILITY
COMPANIES

            


    

    


    If the
prospective investor is a corporation, partnership, or limited liability
company, please

    complete
this Section 2.

    


    
      	
                              
      A. Name of entity:
      ________________________________________________________

            


    

    


    Form of organization:
_______________________________________________________

    Date of formation:
__________________________________________________________

    State or country in which organized:
____________________________________________

    Address of entity (including street,
city, state, country and zip code): ___________________

    ________________________________________________________________________

    ________________________________________________________________________

    ________________________________________________________________________

    Telephone number of organization: (         )________________________________________

    Type of business:
__________________________________________________________

    IRS Employer Identification Number:
____________________________________________

    


    B. Number
of shareholders, partners, or members:
__________________________________

    


    Names of shareholders, partners, or
members and percentage of beneficial ownership for each:

    


    ________________________________________________________________________

    


    ________________________________________________________________________

    


    ________________________________________________________________________

    


    


    C. Is the
investor a corporation, a partnership, a limited liability company, a tax-exempt
organization described in section 501 (c)(3) of the Internal Revenue Code, or a
Massachusetts or similar business trust, not formed for the specific purpose of
acquiring the Interests, with total assets in excess of $5,000,000?

    


    Yes
_____               No
_____

    


    D. Is the
investor a bank as defined in section 3(a)(2) of the Securities Act, a savings
and loan association or other institution as defined in section 3(a)(5)(A) of
the Securities Act; a broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934, as amended; an insurance company as defined in
section 2(13) of the Securities Act; or an investment company registered under
the Investment Company Act of 1940, as amended?

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    


    Yes
_____               No
_____

    


    E. Is the
investor a business development company as defined in section 2(a)(48) of the
Investment Company Act of 1940, as amended; a private business development
company as defined in section 202(a)(22) of the Investment Advisers Act of 1940,
as amended; or a Small Business Investment Company licensed by the U.S. Small
Business Administration under section 301 (c) or (d) of the Small Business
Investment Act of 1958?

    


    


    Yes
_____               No
_____

    


    


    F.                ANSWER
THIS QUESTION ONLY IF THE ANSWERS TO EACH OF QUESTIONS C, D AND E OF THIS
SECTION 2 ARE "NO." IF ANY OF SUCH QUESTIONS WERE ANSWERED "YES," PLEASE SKIP
THIS QUESTION AND PROCEED TO SECTION 4.

    


    


    Is the
investor an entity in which all of its equity owners are persons or entities
that can answer "Yes" to at least one of the following questions: Section 1 --
Question C or Question D, Section 2 -- Question C, Question D or Question E,
Section 3 -- Question C, Question D, Question E or Question F?

    


    Yes
_____               No
_____

    


    


    


    If the
answer to this question is "Yes" and if the answers to each of questions C, D
and E of this Section 2 are "No", then each beneficial owner of equity
securities or equity interests in the entity must complete a
Questionnaire.

    


    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

     

    3.         TRUSTS

    


    If the investment will be in the name
of a trust, please complete this Section 3.

     

    
      A. Name
of trust:
________________________________________________________

    

    
       

    

    Trustee
of trust: _________________________________________________________

     

    
      
        B. Address
of trust (including street, city, state, country and zip
code):

      

    

    
    

     

    ________________________________________________________________________

    


    ________________________________________________________________________

    


    ________________________________________________________________________

    


    Telephone number: (                  
)______________________________________________

    IRS Employer Identification Number:
__________________________________________

    Number of beneficiaries:
____________________________________________________

    


    Names of beneficiaries and percentage
of beneficial interest (excluding contingency interests)

    for each:

    


    ________________________________________________________________________

    


    ________________________________________________________________________

    


    ________________________________________________________________________

    


    


    C. Is the
trust a trust with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Interests, whose purchase is directed by a
person who has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of an investment in the
Interests?

    


    Yes
_____             No
_____

    


    D. Is the
trustee of the trust that is making the investment decision to purchase the
Interests a bank as defined in section 3(a)(2) of the Securities Act, or any
savings and loan association or other institution as defined in section
3(a)(5)(A) of the Securities Act?

    


    Yes
_____               No
_____

    


    E. Is the
trust an employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974, as amended?

       Yes
_____                No
_____

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    


    F. Is the
trust an employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974, as amended, (i) whose investment decision to
purchase the Interests is made by a plan fiduciary, as defined in section 3(21)
of the Securities Act, which is either a bank, savings and loan association,
insurance company or registered investment adviser, (ii) which has total assets
in excess of $5,000,000, or (iii) which is a self-directed plan whose investment
decisions are made solely by persons that are accredited investors as defined in
Rule 501 (a) promulgated under the Securities Act?

    


    Yes
_____                No
_____

    


    G. Is the
trust a plan established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political subdivisions, for
the benefit of its employees, with total assets in excess of
$5,000,000?

    


    Yes
_____                No
_____

    


    H. If the
answers to questions C, D, E, F, and G of this Section 3 are "No", please answer
the following questions (and if the answer to any of questions C, D, E, F, and G
is "Yes", please skip this question and proceed to Section 4):

    


    (i) Is
the trust a revocable grantor trust that may be amended or revoked at any time
by the grantors?

    


    Yes
_____              No
_____

    (ii) If
the answer to subsection (i) is "yes", who are the grantors?

    


    ________________________________________________________________________

    


    ________________________________________________________________________

    


    If the
answer to subsection (i) is "Yes" (and if the answers to questions C, D, E, F,
and G are "No"), Section 1 of this Questionnaire should be completed by each
grantor with information about himself.

    


    


    


    


    


    


    


    


    


    


    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

     

    
      	
              4.

            	
              INVESTMENT
      EXPERIENCE (TO BE COMPLETED BY ALL
INVESTORS)

            


    

    


    A. Does
the investor have such knowledge of business, finance, securities and
investments generally, and such experience (based on actual participation) in
investments in particular, that he or it is capable of evaluating the risks and
merits of the investment, and believes he or it can afford the complete loss of
his or its investment in the Interests?

    


    Yes
_____              No
_____

    


    B.           Please
indicate whether the investor has made the following types of investments in the
past five years:

    


    Stocks
_____________________________________________________________

    


    Limited
partnerships __________________________________________________

    


    Bonds
_____________________________________________________________

    


    Non-marketable
securities _______________________________________________

    


    Other
experience: _____________________________________________________

    


    ___________________________________________________________________

    


    ___________________________________________________________________

    


    ___________________________________________________________________

    


    


    


    C.             Does
the amount of the investor's proposed investment in the interests exceed 10% of
his or its net worth?

    


    Yes
_____              No
_____

    


    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

     

    THE
UNDERSIGNED UNDERSTANDS THAT THE COMPANY AND ITS AFFILIATES AND ADVISORS WILL BE
RELYING ON THE ACCURACY AND COMPLETENESS OF THE RESPONSES TO THE FOREGOING
QUESTIONS.  THE COMPANY WILL KEEP SUCH RESPONSES IN CONFIDENCE, EXCEPT
THAT THIS QUESTIONNAIRE MAY BE FURNISHED TO SUCH PARTIES AS THE COMPANY DEEMS
DESIRABLE TO ESTABLISH COMPLIANCE WITH FEDERAL AND STATE SECURITIES
LAWS.  THE ABOVE INFORMATION IS ACCURATE AND COMPLETE IN ALL RESPECTS,
AND THE UNDERSIGNED WILL NOTIFY THE COMPANY PROMPTLY OF ANY CHANGES THAT OCCUR
PRIOR TO THE PURCHASE OF THE INTERESTS.

    


    


    Name of
Investor: _____________________________________________________

    


    


    Signature:
___________________________________________________________

    


    Printed
Name: ________________________________________________________

    


    Title (if
applicable): ____________________________________________________

    


    Date:
_______________________________________________________________

    


    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    B.
SUBSCRIPTION AGREEMENT


      


      


      


      


      


      


      


      


      


      


      


      


    

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

     

    OXYSURE  SYSTEMS,
INC.

    Oxysure
Systems, Inc.

    10880
John W. Elliott Road

    Suite
600

    Frisco,
Texas 75034 USA

    
      ATTN:
Mr.
Julian Ross

    

    
      
      

    

    


    972-294-6450  FAX  972-294-6501
(fax)

    


    SUBSCRIPTION
AGREEMENT

    


    This
Subscription Agreement (this “Agreement”), dated as of  is entered into
by and between Oxysure Systems, Inc., a Delaware corporation (the “Company”),
and,   the
undersigned investor (the “Investor”).

    


    RECITALS

    


    A.           Investor
desires to purchase   shares (the
“Shares”) of the common stock, par value $0.0004 per share (the “Common Stock”),
of the Company for an aggregate purchase price of___________.

    


    B.           The
parties hereto desire to enter this Agreement to provide for the purchase by the
Investor of the Shares on the terms set forth herein and to govern the parties'
respective rights and obligations with respect thereto.

    


    Accordingly,
the parties agree as follows:

    


    ARTICLE
I

    PURCHASE
AND SALE OF COMMON STOCK

    


    
      	
               
      

            	
              1.1

            	
              Purchase and
      Sale.

            


    

    


    (a)           Subject
to the terms and conditions set forth herein, the Company shall issue and sell
and the Investor shall purchase the Shares.  The purchase price (the
“Purchase Price”) for the Shares shall be _____  per Share, for
an aggregate Purchase Price of ___________.

    


    
      	
               
      

            	
              (b)

            	
              The
      Company shall deliver to the Investor one or more stock certificates
      representing the Shares registered in the names and in the amounts as
      specified by the Investor, and the Investor shall deliver an amount equal
      to the Purchase Price.  Company hereby acknowledges receipt of
      the Purchase Price on  .

            


    

    


    (c)           The
Investor agrees to deliver to the Company from time to time such documents and
certificates as may be reasonably requested by the Company to comply with the
applicable securities laws and all applicable rules and
regulations.

    


    


    ARTICLE
II

    INVESTOR
REPRESENTATIONS AND WARRANTIES

    


    2.1           Representations and
Warranties.  The Investor hereby represents and warrants to the
Company as of the date hereof:

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    


    (a)           Authority.  The
Investor has the requisite power and authority to enter into and to consummate
the transactions contemplated hereby and otherwise to carry out his obligations
hereunder.  This Agreement has been duly executed and delivered by the
Investor and constitutes the valid and legally binding obligation of the
Investor, enforceable against him in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to, or affecting generally
the enforcement of, creditors rights and remedies or by other general principles
of equity.

    


    (b)           No
Solicitation.  The offering of the Shares in the Company to the
Investor was made only through direct, personal communication between the
Investor and a duly authorized representativeof the Company and not through
public solicitation or advertising.

    


    (c)           Investment
Intent.  The Investor is acquiring the Shares for his or its
own account for investment purposes only and not with a view to or for
distributing or reselling such Shares or any part thereof or interest therein
and the Investor does not presently have any reason to anticipate any change in
circumstances or other particular occasion or event which would cause him or it
to sell such Shares, without prejudice, however, to the Investor's right,
subject to the provisions of this Agreement, at all times to sell or otherwise
dispose of all or any part of such Shares pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”),
or pursuant to an available exemption from the registration requirements
thereunder and in compliance with applicable state securities laws; provided,
however, that the Investor acknowledges that the Company has no obligation to
register the Shares under the Securities Act or any other securities
laws.

    


    (d)           Investor
Status.  The Investor hereby acknowledges that the acquisition
of the Shares pursuant to this Agreement is suitable only for sophisticated
investors.

    


    (e)           Investment Company.
The Investor is not, and following issuance of the Shares will not be, nor is
the Investor an affiliate of an "Investment company' within the meaning of the
Investment Company Act of 1940, as amended, nor was Investor formed, reformed,
or reorganized for the specific purpose of purchasing the Shares.

    


    (f)           Experience of
Investor.  The Investor, either alone or together with the
Investor's representatives, has such knowledge, sophistication and experience in
business, investment and financial matters, and has such knowledge,
sophistication and experience in evaluating and investing in common stocks and
other securities based on actual participation in business, investment and
financial matters, so as to be capable of evaluating the merits and risks of an
investment in the Shares to be acquired by the Investor hereunder, and has so
evaluated the merits and risks of such investment.

    


    (g)           Ability of Investor to Bear
Risk of Investment.  The Investor is able to bear the economic
risk of an investment in the Shares to be acquired hereunder and, at the present
time, is able to afford a complete loss of such investment.  The
Investor is aware that the Company is a start up company and that no guarantees
have been or can be made by the Company or any of its representatives respecting
the future value, if any, of the Shares or the profitability or success of the
business of the Company and no assurances are or have been made concerning the
dividend or distribution by the Company of cash to its
shareholders.

    


    (h)           Access to
Information.  The Investor acknowledges that he has been
afforded (i) the opportunity to ask such questions as the Investor has deemed
necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the Shares offered hereunder and the
merits and risks of investing in such Shares; (ii) access to relevant
information about the Company and the Company's operations, management and
business prospects sufficient to enable him to evaluate an investment in such
Shares; and

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    


    (iii) the
opportunity to obtain such additional information which the Company possesses or
can acquire without unreasonable effort or expense that is necessary to make an
informed investment decision with respect to the investment.

    


    (i)             Reliance.  The
Investor understands and acknowledges that (i) the Shares being offered and sold
to Investor hereunder are being offered and sold without registration under the
Securities Act in a private placement that is exempt from the registration
provisions of the Securities Act under Section 4(2) of the Securities Act and
(ii) the availability of such exemption depends in part on, and that the Company
will rely upon the accuracy and truthfulness of, the foregoing representations
and the Investor hereby consents to such reliance.

    


    (j)             Certain
Fees.  Except as provided herein, no fees or commissions will
be payable by the Investor to any broker, financial advisor, finder, investment
banker, or bank with respect to the transactions contemplated by this
Agreement.  The Company acknowledges and agrees that the Investor
makes no representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section
2.l.

    


    2.2            Survival.  All
representations, warranties and covenants contained herein shall survive the
execution and delivery of this Agreement indefinitely.

    


    
      	
               
      

            	
              2.3

            	
              Transfer
      Restrictions.

            


    

    


    (a)             If
the Investor should decide to dispose of any Shares to be acquired hereunder,
the Investor understands and agrees that he may do so only (i) pursuant to an
effective registration statement under the Securities Act, (ii) to the Company
or (iii) pursuant to an available exemption or exclusion from the registration
requirements of the Securities Act.  In connection with any transfer
of any Shares other than pursuant (i) to an effective registration statement,
(ii) to the Company, (iii) to an affiliate of the Investor which is an
"accredited investor" within the meaning of Rule 501(a) under the Securities
Act, provided that any such transferee shall agree to be bound by the terms of
this Agreement, and (iv) in reliance on Rule 144 under the Securities Act, the
Company may require that the transferor provide to the Company an opinion in
form and substance reasonably satisfactory to the Company of counsel experienced
in the area of United States securities laws selected by the transferor to the
effect that such transfer does not require registration of such Shares under the
Securities Act.

    


    (b)             The
Investor agrees to the imprinting, so long as appropriate, of the following
legend on certificates representing the Shares:

    


    “THESE
SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM THE REGISTRATION
REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
LAWS.

    


    THESE
SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN A
SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER
HEREOF.  A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE
OF THE COMPANY.”

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    


    The
legend set forth above shall be removed in connection with any resale of Shares
pursuant to an effective registration statement under the Securities Act or
sooner if, in the opinion of counsel to the Company and the Investor experienced
in the area of United States securities laws, such legend is no longer required
under applicable requirements of the Securities Act (including judicial
interpretation and pronouncements issued by the staff of the Securities and
Exchange Commission).  The certificates representing the Shares shall
also bear any other legends required by applicable federal or state securities
laws, which legends shall be removed when, in the opinion of counsel to the
Company, such legends are no longer required under the applicable requirements
of such securities
laws.  In connection therewith, the Company may request, and
the Investor or other transferor shall provide, such information as the
Company or its counsel may reasonably request to evaluate the propriety of
removing any legends.  The Company makes no representation, warranty
or agreement as to the availability of any exemption from registration under the
Securities Act with respect to any resale of Shares.  The Investor
agrees that the Company shall be entitled to make a notation on its records and
give instructions to any transfer agent of the Company in order to implement the
restrictions on transfer set forth in this Section 2.3.

    


    ARTICLE III

    MISCELLANEOUS

    


            
3.1           Entire
Agreement.  This Agreement embodies the entire agreement and
understandingbetween the Investor and the Company and supersedes all prior
agreements and

    understandings
relating to the subject matter hereof.

    


            
3.2           Waiver and
Amendment.  This Agreement may be amended, and the observance
of any term hereof may be waived (either retroactively or prospectively), with
and only with the written consent of the Company and the Investor.  No
amendment or waiver consented to as provided herein will extend to or affect any
obligation, covenant, or agreement not expressly amended or waived or impair any
right, power or remedy consequent thereon.

    
        
3.3           Notices, All notices
and other communications provided for hereunder shall be in writing and
delivered by teleoopier or (if expressly permitted under the applicable
provisions hereof by telephone, if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges
prepaid), by registered or certified Mail with return receipt requested (postage
prepaid) or by a recognized overnight delivery service (with charges
prepaid).  Any such notice must be sent:

    


    
      	
               
      

            	
              (a)

            	
              If
      to Investor:

            


    

    


    _____________________________

    _____________________________

    _____________________________

    


    
      	
               
      

            	
              (b)

            	
              If
      to the Company:

            


    

    


    Oxysure Systems, Inc.

    2611 Internet Boulevard

    Suite 109

    Frisco, Texas 75034 USA

    ATTN:                      Mr.
Julian Ross

    


    


    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


     

           
(c)             If
any notice required under this Agreement is permitted to be made, and is made,
by telephone, actions taken or omitted to be taken in reliance thereon by the
Investor shall be binding upon the Company notwithstanding any inconsistency
between the notice provided by telephone and any subsequent writing in
confirmation thereof provided to the Investor; provided that any such action
taken or omitted to be taken by the Investor shall have been in good faith and
in accordance with the terms of this Agreement.

    


    3.4             Successors and
Assigns.  All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the
benefit of its or his successors and assigns, whether or not so
expressed.

    


    3.5             Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by applicable law) not
invalidate or render unenforceable such provision in any other
jurisdiction.

    


    3.6             Construction.  Each
covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other
covenant.  Where any provision herein refers to action to be taken by
any person, or which such person is prohibited from taking, such provision shall
be applicable whether such action is taken directly or indirectly by such
person.

    


    3.7             Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  Delivery of an
executed counterpart of a signature page to this Agreement by telecopier shall
be effective as delivery of a manually executed counterpart of this
Agreement.

    


       
3.8            Governing
Law.  This Agreement shall be governed by and construed in
accordance with the law of the State of Texas.

    


    


    


    


    


    


    


    


    


    


    (THE
NEXT PAGE IS THE SIGNATURE PAGE)

    


    


    


    


    


    


    


    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    


    IN
WITNESS WHEREOF, Subscriber has hereby executed this Subscription Agreement as
of the date set forth below.

    


    


    


    


    ____________________________           Subscriber's Address:

    Name of
Subscriber

                                   _____________________________________

     

                   _____________________________________

     

                   _____________________________________

    


    


    


    ____________________________                          _____________________________________

    Name and
Title of Person who
has                               Signature
of Subscriber or Person who has filled

    filled
out this Subscription
Agreement                        out
this Subscription Agreement on its behalf

    on behalf
of Subscriber

    


    


    


    ____________________________                          _____________________________________

    Subscriber's
Social
Security                                           Date

    or Tax ID
No.

    


    


    


    ____________________________

    Aggregate
Amount to be paid for

    Interests

    


    


    


    The
foregoing subscription is hereby accepted, subject to the terms and conditions
hereof, as of the  _______ day of
__________________, 2008.

    


    


    OXYSURE
SYSTEMS, INC.

    


    


    By:
_______________________

            Julian
Ross, Chairman & CEO

    


    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    C.
SHAREHOLDER SIGNATURE PAGE TO THE BYLAWS OF OXYSURE SYSTEMS, INC.


      


      


      


      


      


      


      


      


      


      


      


      


    

    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

     

    SHAREHOLDER
SIGNATURE PAGE

    


    


    IN
WITNESS WHEREOF, the undersigned Shareholder has approved and adopted, and is
bound by, these Bylaws as of the date first set forth above.

    


    


    


    


    Name of
Shareholder: ____________________________________________________

    


    


    


    


    Signature
for Shareholder: _________________________________________________

    


    


    


    


    Title of
Signing Representative (if applicable):
___________________________________

    


    


    


    


    Date of
Signature: ________________________________________________________

    


    


    


    


    


    


    


     

    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
           


        

        
          22