EXHIBIT
10.6

     

    SUBSCRIPTION
AGREEMENT

     

    DIVERSIFIED
PRODUCT INSPECTIONS, INC.

    c/o
Williams, Williams, Rattner & Plunkett, PC

    380 North
Old Woodward Ave., Suite 300

    Birmingham,
Michigan 48009

    


    Gentlemen:

    Section
1.    Amount and Method of Payment.  Diversified
Product Inspections, Inc., a Delaware corporation (the “Company”), and EIG
Venture Capital, Ltd. (the “Purchaser”) have agreed as follows with respect to
the sale by the Company to the Purchaser of an aggregate
of  97,751,710 shares of the Company’s Common Stock, par value $0.0001
per share (the “Common Stock”), at a fixed price of $0.01023_ per share, in
three tranches: (1) the Phase I tranche would consist of 5,767,350 shares of
Common Stock for a total purchase price of $59,000, to be purchased by the
Purchaser on or before July 16, 2009; (2)  the Phase II tranche would
consist of 43,108,504 shares of Common Stock for a total purchase price of
$441,000, to be purchased by the Purchaser on or before December 31, 2009; and
the Phase III tranche would consist of 48,875,855 shares of Common Stock for a
total purchase price of $500,000 to be purchased by the Purchaser on or before
July 16, 2010. The shares of Common Stock to be purchased by Purchaser are
herein referred to as the “Shares”.

    


    Together
with this Subscription Agreement, the Purchaser is delivering, or has previously
delivered, the full amount of the purchase price (the “Purchase Price”) of
US$59,000 for the Phase I purchase of  5,767,350  Shares,
and agrees to purchase the 43,108,504 Phase II Shares for a purchase price of
$441,000 on or before December 31, 2009, and the 48,875,855 Phase III Shares on
or before July 16, 2010 as agreed with the Company. Payment of the Purchase
Price shall be made as directed by the Company.  The Shares
compromising each of the tranches in Phases I through III may be purchased in
one or more installments by the Purchaser; provided, that the number of Shares
required to be purchased in each tranche is purchased in its entirety by the
final purchase date specified above for the entire tranche.

     

    
      
         

      

      
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    Section
2.    Representations and Warranties of the
Company.  The Company represents and warrants to the subscriber
that:

    


    2.1           The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has the power and authority to
carry on its business as conducted or proposed to be conducted by it and to hold
title to its property.  The Company has the corporate power and
authority to execute and deliver this Subscription Agreement, to conduct such
business and to perform its obligations hereunder and consummate the
transactions contemplated by each Subscription Agreement tendered by a
subscriber that is accepted by the Company (collectively, the “Subscription
Agreements”).

    


    2.2           When
(i) the Company has received payment for subscriptions in accordance with the
provisions of this Subscription Agreement and the Shares are issued to the
Purchaser, the Shares will be duly and validly issued, fully paid and
non-assessable shares of Common Stock.

    


    2.3           This
Subscription Agreement has been duly and validly authorized, executed and
delivered by the Company and constitutes the valid and binding agreement of the
Company, enforceable in accordance with its terms, except that such enforcement
may be subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and general principals of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law).

    


    2.4           The
Company's execution and delivery of this Subscription Agreement, the fulfillment
of the terms set forth herein and the consummation of the transactions
contemplated herein will not conflict with or constitute a breach of, or default
under (i) the Company's articles of incorporation or by-laws, (ii) any material
agreement, indenture or instrument by which the Company is bound (except to the
extent such conflict, breach or default would not have a material adverse effect
on the value of the assets or the operation of the business of the Company), or
(iii) any law, administrative regulation or court decree (except to the extent
such conflict, breach or default would not have a material adverse effect on the
value of the assets or the operation of the business of the
Company.

     

    
      
         

      

      
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    Section
3.    Representations and Warranties of
Purchaser.  In order to induce the Company to accept this
subscription, the Purchaser hereby represents and warrants to, and covenants
with, the Company as follows:

    


    3.1           The
Purchaser is acquiring the Shares solely for the account of the Purchaser, for
investment purposes only, and not with a view towards the resale or distribution
thereof.  The Purchaser further agrees not to transfer the Shares in
violation of the Securities Act, or any applicable state securities law, and no
one other than the Purchaser has any beneficial interest in the
Shares;

    


    3.2           The
Purchaser agrees that it will not sell or otherwise dispose of any of the Shares
to a U.S. person (as defined in Regulation S under the Securities Act) unless
such sale or other disposition (i) has been registered under the Securities Act
or, in the opinion of counsel, is exempt from registration under the Securities
Act and (ii) has been registered or qualified or, in the opinion of such
counsel, is exempt from registration or qualification under the applicable state
securities laws.   The Purchaser may not sell, transfer, or
otherwise dispose of the Shares, except in compliance with the applicable rules
of the SEC and applicable state securities authorities;

    


    3.3           The
Purchaser is not a “U.S. person” as defined in Regulation S under the Securities
Act and has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of the Purchaser’s investment
in the Company.  The Purchaser has the financial ability to bear the
economic risks of its entire investment for an indefinite period, would be able
to sustain a complete loss of its investment, and the Purchaser has no need for
liquidity with respect to its investment in the Company;

    


    3.4           Each
of the Purchaser, and if applicable, the Purchaser’s representative, has
received and carefully reviewed the periodic reports filed by the Company under
the Securities Exchange Act of 1934, as amended. The Purchaser acknowledges and
agrees that the foregoing shall be supplemented by subsequent periodic reports
filed by the Company with the SEC pursuant to the Securities Exchange Act of
1934, as amended.

     

    
      
         

      

      
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    3.5           The
Purchaser, and if applicable, the Purchaser’s representative, has had a
reasonable opportunity to ask questions of and receive answers from the Company
concerning the Company and the Offering and to verify the accuracy of any
representation or information set forth in the Company Reports, and all such
questions, if any, have been answered to the full satisfaction of the
Purchaser;

    


    3.6           The
Purchaser has full power and authority to execute and deliver this Subscription
Agreement and to perform the Purchaser’s obligations hereunder, and this
Subscription Agreement is a legally binding obligation of the Purchaser
enforceable against Purchaser in accordance with its terms; and

    


    Section
4.    All the information which the undersigned has
furnished to the Company, or which is set forth herein, is correct and complete
as of the date of this Subscription Agreement, and if there should be any
material change in such information, the Purchaser will immediately furnish such
revised or corrected information to the Company.

    


    Section
5.    Binding Effect.  The Purchaser understands
that this subscription is not binding upon the Company until the Company accepts
it, which acceptance is at the sole discretion of the Company and is to be
evidenced by the Company’s execution of the Signature Page where
indicated.  This Subscription Agreement shall be null and void if the
Company does not accept it as aforesaid.  Upon acceptance by the
Company and receipt of the Purchase Price, the Company will issue to the
Purchaser Notes in the principal amount set forth on the Signature Page
hereof.

    


    Section
6.    Restrictive Legend and Stop-Transfer
Instructions.

    6.1           The
Purchaser shall comply with all of the following restrictions prior to reselling
any of the Shares:

    (a)           Until
the Shares have been registered with the United States Securities and Exchange
Commission, the Purchaser shall notify the Company about any proposed resale to
a U.S. Person (as defined above) which notice must be received by the Company at
least five (5) business days prior to such resale;

     

    
      
         

      

      
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    (b)           All
offers or sales of the Shares by the Purchaser in the United States or to U.S.
persons may only be made pursuant to an effective registration statement filed
under this Securities Act or by an exemption from registration under this
Securities Act and in compliance with all applicable state securities laws;
and

    (c)           If
requested by the Company, the Purchaser shall provide a satisfactory opinion
from legal counsel that the Purchaser’s resale complies with this

    


    Section
6.2.

    Any
certificate or certificates representing the Shares shall bear an appropriate
legend evidencing the preceding restrictions

    


    Section
7.    Confidentiality.  The Purchaser acknowledges
and agrees that all information relating to the  Company and the
Offering shall be kept confidential by the Purchaser, except as otherwise
required by law or made public other than by or through the
undersigned.

    


    Section
8.    Nontransferability.  Neither this
Subscription Agreement nor any of the rights of the Purchaser hereunder may be
transferred or assigned by the Purchaser and any attempted assignment shall be
null and void.

    


    Section
9.    Amendment; Entire Agreement; Governing
Law.  This Subscription Agreement (i) may only be modified by a
written instrument executed by the Purchaser and the Company, (ii) together with
the investor questionnaire, sets forth the entire agreement of the Purchaser and
the Company with respect to the subject matter hereof and supersedes all prior
agreements and understandings between or among the parties with respect to the
subject matter hereof, (iii) shall be governed by the laws of the State of
Delaware applicable to contracts made and to be wholly performed therein, and
(iv) shall inure to the benefit of, and be binding upon, the Company and the
Purchaser and their respective legal representatives, successors and permitted
assigns.

    


    Section
10.    Pronouns; Counterparts.  Unless the context
otherwise requires, all personal pronouns used in this Subscription Agreement,
whether in the masculine, feminine or neuter gender, shall include all other
genders.  This Subscription Agreement may be executed in counterparts
and by facsimile and each of such counterparts shall constitute an original, and
all of which together shall constitute one and the same document.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of
the respective dates and year set forth below.

    


    Phase I
shares subscribed: 5,767,350

    


    Aggregate
Purchase Price of Phase I Shares subscribed: $59,000

    


    Payment
Method: The amount has already been paid.

    

      
        	
                EIG
      Venture Capital, Ltd.

              	 
      
	
                   

              	 
      
	
                Purchaser
      (please print)

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:

              	
                   /s/ Ulf
      Telander

              	 
      
	
                Signature;
      Title:  Secretary

              	 
      
	 
      	 
      
	
                Address:

              	 
      
	
                    

              	 
      
	
                    

              	 
      
	
                    

              	 
      
	 
      	 
      
	
                Date:
      July 22, 2009

              	 
      
	
                ACCEPTED:

              	 
      
	 
      	 
      
	
                DIVERSIFIED
      PRODUCT INSPECTIONS, INC.

              	 
      
	 
      	 
      
	
                By:
      /s/ Jan Telander, Chief Executive Officer

              	 
      
	 
      	 
      
	
                Date:
      July 22, 2009

              


      


      
        
           


        

        
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