Exhibit
10.1

     

    THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN
AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”).

     

    NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE 1933 ACT.

     

    FORM
OF

    PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT

    PRIVATE
ISSUER

    (Subscribers
Resident Outside of the United States)

    


    
      
        
          
            	
                    TO:

                  	
                    Advanced
      Messaging Solutions Inc. (the “Company”)

                  
	 
      	
                    Suite
      100, 2377 Gold Meadow Way

                  
	 
      	
                    Gold
      River,
CA  95670

                  


          

        

      

    

     

    
      Purchase of
Shares

    

     

    
      
        1.                       
Subscription

      

    

     

    1.1                      The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to
purchase from the Company, on the basis of the representations and warranties
and subject to the terms and conditions set forth herein, ________________
shares of common stock (the “Shares”) US $0.05 per Share (the “Subscription
Price”), for the aggregate total purchase price of the undersigned subscriber of
US $______________ (the “Subscription Proceeds”).

     

    1.2                      The
Subscriber acknowledges that the offering of Shares contemplated hereby is part
a private placement of Shares having an aggregate subscription level of US
$3,000,000 (the “Offering”).  The Offering is not subject to a minimum
aggregate subscription level.

     

    1.3                      The
Offering is only open to offshore investors.

     

    
      2.                       
Payment

    

     

    2.1                      The
Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a U.S. chartered bank reasonably
acceptable to the Company, and made payable and delivered to the
Company.  Alternatively, the Subscription Proceeds may be wired to the
Company or its lawyers.  If the funds are wired to the Company’s
lawyers, those lawyers are authorized to immediately deliver the funds to the
Company.

     

    2.2                      The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company.  In the event that this
Subscription Agreement is not accepted by the Company for whatever reason, which
the Company expressly reserves the right to do, within 60 days of the delivery
of an executed Subscription Agreement by the Subscriber, this Subscription
Agreement, the Subscription Proceeds (without interest thereon) and any other
documents delivered in connection herewith will be returned to the Subscriber at
the address of the Subscriber as set forth in this Subscription
Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    2.3                       
Where the Subscription Proceeds are paid to the Company, the Company is entitled
to treat such Subscription Proceeds as an interest free loan to the Company
until such time as the Subscription is accepted and the certificates
representing the Shares have been issued to the Subscriber. The Company will
only expend the Subscription Proceeds for or in conjunction with an acquisition
of a new business for the Company.

     

    
      3.                         
Documents Required from
Subscriber

    

     

    3.1                       
The Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement.

     

    3.2                       
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, and applicable
law.

     

    
      4.                        
 Closing

    

     

    4.1                       
Closing of the offering of the Shares (the “Closing”) shall occur on or before
June 30, 2008, or on such other date as may be determined by the Company (the
“Closing Date”).

     

    4.2                       
The Company may, at its discretion, elect to close the Offering in one or more
closings, in which event the Company may agree with one or more subscribers
(including the Subscriber hereunder) to complete delivery of the Shares to such
subscriber(s) against payment therefor at any time on or prior to the Closing
Date.

     

    
      5.                         
Acknowledgements of
Subscriber

    

     

    5.1                       
The Subscriber acknowledges and agrees that:

     

    
      
        
          	
                	
                  (a)

                	
                  none
      of the Shares have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case in accordance with applicable state and provincial
      securities laws;

                


        

      

    

     

    
      	
               
      

            	
              (b)

            	
              the
      Subscriber acknowledges that the Company has not undertaken, and will have
      no obligation, to register any of the Shares under the 1933 Act; there is no trading market for
      the Shares;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      decision to execute this Subscription Agreement and acquire the Shares
      hereunder has not been based upon any oral or written representation as to
      fact or otherwise made by or on behalf of the Company, and such decision
      is based entirely upon a review of information (the receipt of which is
      hereby acknowledged) which has been provided by the Company to the
      Subscriber;

            


    

     

    
      	
               
      

            	
              (d)

            	
              if
      the Company has presented a business plan to the Subscriber, the
      Subscriber acknowledges that the business plan may not be achieved or be
      achievable; the Company is in a start-up phase and there is no assurance
      of success;

            


    

     

    
      	
               
      

            	
              (e)

            	
              no
      securities commission or similar regulatory authority has reviewed or
      passed on the merits of the Shares;

            


    

     

    
      	
               
      

            	
              (f)

            	
              there
      is no government or other insurance covering any of the
      Shares;

            


    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (g)

            	
              there
      are risks associated with an investment in the
  Shares;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Subscriber has not acquired the Shares as a result of, and will not itself
      engage in, any “directed selling efforts” (as defined in Regulation S
      under the 1933 Act) in the United States in respect of the Shares which
      would include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of the Shares; provided, however, that
      the Subscriber may sell or otherwise dispose of the Shares pursuant to
      registration thereof under the 1933 Act and any applicable state and
      provincial securities laws or under an exemption from such registration
      requirements;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Subscriber and the Subscriber’s advisor(s) have had a reasonable
      opportunity to ask questions of and receive answers from the Company in
      connection with the distribution of the Shares hereunder, and to obtain
      additional information, to the extent possessed or obtainable without
      unreasonable effort or expense, necessary to verify the accuracy of the
      information about the Company;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      books and records of the Company were available upon reasonable notice for
      inspection, subject to certain confidentiality restrictions, by the
      Subscriber during reasonable business hours at its principal place of
      business, and all documents, records and books in connection with the
      distribution of the Shares hereunder have been made available for
      inspection by the Subscriber, the Subscriber’s lawyer and/or
      advisor(s);

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Subscriber will indemnify and hold harmless the Company and, where
      applicable, its directors, officers, employees, agents, advisors and
      shareholders, from and against any and all loss, liability, claim, damage
      and expense whatsoever (including, but not limited to, any and all fees,
      costs and expenses whatsoever reasonably incurred in investigating,
      preparing or defending against any claim, lawsuit, administrative
      proceeding or investigation whether commenced or threatened) arising out
      of or based upon any representation or warranty of the Subscriber
      contained herein or in any document furnished by the Subscriber to the
      Company in connection herewith being untrue in any material respect or any
      breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection
      therewith;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      Shares are not listed on any stock exchange or automated dealer quotation
      system and no representation has been made to the Subscriber that any of
      the Shares will become listed on any stock exchange or automated dealer
      quotation system;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      Company will refuse to register any transfer of the Shares not made in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from the registration requirements of the 1933 Act and in
      accordance with applicable state and provincial securities
      laws;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      statutory and regulatory basis for the exemption claimed for the offer of
      the Shares, although in technical compliance with Regulation S, would not
      be available if the offering is part of a plan or scheme to evade the
      registration provisions of the 1933 Act or any applicable state and
      provincial securities laws;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Subscriber has been advised to consult the Subscriber’s own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Shares and with respect to applicable resale restrictions, and it is
      solely responsible (and the Company is not in any way responsible) for
      compliance with:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      applicable laws of the jurisdiction in which the Subscriber is resident in
      connection with the distribution of the Shares hereunder,
    and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              applicable
      resale restrictions; and

            


    


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (p)

            	
              this
      Subscription Agreement is not enforceable by the Subscriber unless it has
      been accepted by the Company.

            


    

     

    
      6.                         
Representations, Warranties
and Covenants of the Subscriber

    

     

    6.1                      
 The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive the
Closing) that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Subscriber has the legal capacity and competence to enter into and execute
      this Subscription Agreement and to take all actions required pursuant
      hereto and, if the Subscriber is a corporation, it is duly incorporated
      and validly subsisting under the laws of its jurisdiction of incorporation
      and all necessary approvals by its directors, shareholders and others have
      been obtained to authorize execution and performance of this Subscription
      Agreement on behalf of the
Subscriber;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to the Subscriber or the Company in the
      jurisdiction of the Subscriber’s residence or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound and, in particular, the Subscriber warrants that the
      Company’s issuance of securities to the Subscriber is in full compliance
      with the securities laws of the Subscriber’s jurisdiction of
      residence;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Subscriber has duly executed and delivered this Subscription Agreement and
      it constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber in accordance with its
  terms;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Subscriber is not acquiring the Shares for the account or benefit of,
      directly or indirectly, any U.S.
Person;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Subscriber is not a U.S. Person;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Subscriber is resident in the jurisdiction set out under the heading “Name
      and Address of Subscriber” on the signature page of this Subscription
      Agreement;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      sale of the Shares to the Subscriber as contemplated in this Subscription
      Agreement complies with or is exempt from the applicable securities
      legislation of the jurisdiction of residence of the
      Subscriber;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Subscriber is acquiring the Shares for investment only and not with a view
      to resale or distribution and, in particular, it has no intention to
      distribute either directly or indirectly any of the Shares in the United
      States or to U.S. Persons;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Subscriber is outside the United States when receiving and executing this
      Subscription Agreement and is acquiring the Shares as principal for the
      Subscriber’s own account (except for the circumstances outlined in
      paragraph 6.1(l)) for investment purposes only, and not with a view to, or
      for, resale, distribution or fractionalisation thereof, in whole or in
      part, and no other person has a direct or indirect beneficial interest in
      such Shares;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Subscriber is not an underwriter of, or dealer in, the common shares of
      the Company, nor is the Subscriber participating, pursuant to a
      contractual agreement or otherwise, in the distribution of the
      Shares;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Subscriber (i) is able to fend for him/her/itself in the Subscription;
      (ii) has such knowledge and experience in business matters as to be
      capable of evaluating the merits and risks of its prospective investment
      in the Shares; and (iii) has the ability to bear the economic risks of its
      prospective investment and can afford the complete loss of such
      investment;

            


    


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (l)

            	
              if
      the Subscriber is acquiring the Shares as a fiduciary or agent for one or
      more investor accounts the Subscriber has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgements, representations and agreements on behalf of such
      account.

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      Subscriber acknowledges that the Subscriber has not acquired the Shares as
      a result of, and will not itself engage in, any “directed selling efforts”
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of the Shares which would include any activities undertaken for
      the purpose of, or that could reasonably be expected to have the effect
      of, conditioning the market in the United States for the resale of the
      Shares; provided, however, that the Subscriber may sell or otherwise
      dispose of the Shares pursuant to registration of the Shares pursuant to
      the 1933 Act and any applicable state and provincial securities laws or
      under an exemption from such registration requirements and as otherwise
      provided herein;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Subscriber is not aware of any advertisement of any of the Shares;
      and

            


    

     

    
      	
               
      

            	
              (o)

            	
              no
      person has made to the Subscriber any written or oral
      representations:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      any person will resell or repurchase any of the
  Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      any person will refund the purchase price of any of the
      Shares;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              as
      to the future price or value of any of the Shares;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              that
      any of the Shares will be listed and posted for trading on any stock
      exchange or automated dealer quotation system or that application has been
      made to list and post any of the Shares of the Company on any stock
      exchange or automated dealer quotation
system.

            


    

     

    
      7.                         
Acknowledgement and
Waiver

    

     

    7.1                       
The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the basis of available information provided to the
Subscriber.  The Subscriber hereby waives, to the fullest extent
permitted by law, any rights of withdrawal, rescission or compensation for
damages to which the Subscriber might be entitled in connection with the
distribution of the Shares.

     

    
      8.                         
Legending of Subject
Shares

    

     

    8.1                      
 The Subscriber hereby acknowledges that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the Shares
will bear a legend in substantially the following form:

     

    
      	
               
      

            	
              “THESE
      SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
      U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”).  ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
      CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
      STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
      SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
      DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
      PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      ACCORDANCE WITH THE 1933 ACT.”

            


    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    8.2                      
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

     

    
      9.                        Commission to the
Agent

    

     

    9.1                      The
Subscriber understands that upon Closing the Company may, in its sole
discretion, approve the payment of a commission to an agent or agents, such
commission to be calculated on the basis of a percentage of the gross proceeds
of the Offering raised from Subscribers introduced to the Company by such
agent(s).

     

    
      10.                      
Costs

    

     

    10.1                     The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.

     

    
      11.                      
Governing
Law

    

     

    11.1                     This
Subscription Agreement is governed by the laws of the State of
Nevada.  The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the jurisdiction of the courts of the State of
Nevada.

     

    
      12.                      
Survival

    

     

    12.1                     This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant
hereto.

     

    
      13.                      
Assignment

    

     

    13.1                     This
Subscription Agreement is not transferable or assignable.

     

    
      14.                      
Severability

    

     

    14.1                     The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.

     

    
      15.                      
Entire
Agreement

    

     

    15.1                     Except
as expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.

     

    
      16.                      
Notices

    

     

    16.1                     All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to the Subscriber shall be directed to the
address on the signature page of this Subscription Agreement and notices to the
Company shall be directed to it at Advanced Messaging Solutions, Inc., Suite
100, 2377 Gold Meadow Way, Gold River, California, 95670
Attention:  President.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    
      17.                     
  Counterparts and Electronic
Means

    

     

    17.1                      This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument.  Delivery of an
executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    
      18.                       Delivery
Instructions

    

    


    
      
        
          
            
              
                
                  
                    	
                            18.1

                          	
                            The
      Subscriber hereby directs the Company to deliver the Share Certificates
      to:

                          
	 
      	 
      
	 
      	
                            (name)

                          
	 
      	 
      
	 
      	
                            (address)

                          


                  

                

              

            

          

        

      

    

     

    18.2                    The
Subscriber hereby directs the Company to cause the Shares to be registered on
the books of the Company as follows:

     

    
      
        
          
            
              	 
      	 
      
	 
      	
                      (name)

                    
	 
      	 
      
	 
      	
                      (address)

                    


            

          

        

      

    

     

    IN WITNESS WHEREOF the
Subscriber has duly executed this Subscription Agreement as of the date of
acceptance by the Company.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	 
      
	 
      	
                                                  (Name
      of Subscriber – Please type or print)

                                                
	 	 
	 
      	 
      
	 
      	
                                                  (Signature
      and, if applicable, Office)

                                                
	 	 
	 
      	 
      
	 
      	
                                                  (Address
      of Subscriber)

                                                
	 	 
	 
      	 
      
	 
      	
                                                  (City,
      State or Province, Postal Code of Subscriber)

                                                
	 	 
	 
      	 
      
	 
      	
                                                  (Country
      of Subscriber)

                                                
	 	 
	 
      	 
      
	 
      	
                                                  (Fax
      and/or E-mail Address of
Subscriber)

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    ACCEPTANCE

     

    The
above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by the Company.

     

    DATED at
______________________ , the________ day of ___________________ ,
2008.

     

    ADVANCED
MESSAGING SOLUTIONS INC.

    


    
      
        
          
            	
                    Per:

                  	 
      
	 
      	
                    Authorized
      Signatory

                  


          

        

      

    

     

    
      
         


      

      
        -9-