Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.17






EXHIBIT 10.17

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 

REGULATION S SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made effective as of the ______day
of______________, 2005.

BETWEEN:

THE SUBSCRIBER LISTED ON THE
EXECUTION PAGE 
TO THIS AGREEMENT

(hereinafter called the
"Subscriber")

OF THE FIRST PART

AND:

Hasox Inc., 
a
Nevada corporation

(hereinafter called the “Company")

OF THE SECOND PART

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS

1.1 The following terms will have the following meanings for
all purposes of this Agreement.

	 	(a) 	 "Agreement" shall mean this Agreement, and all schedules
        and amendments to in the Agreement.

	 	 	 
	 	(b) 	 “Common Stock” means the Common Stock of the
        Company, par value $0.005 per share.

	 	 	 
	 	(c) 	 "Exchange Act" shall mean the United States Securities
        Exchange Act of 1934, as amended.

	 	 	 
	 	(d) 	 “Subscriber” shall mean the Subscriber executing
        the signature page to this Agreement.

	 	 	 
	 	(e) 	 "Offering" shall mean the offering of the Shares by
        the Company.








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	 	(f) 	
      “Purchase Price” means the purchase price payable by the
      Subscriber to the Company in consideration for the purchase and sale of
      the Shares in accordance with Section 2.1 of this Agreement.

	 	 	 
	 	(g) 	
      "SEC" shall mean the United States Securities and
      Exchange Commission.

	 	 	 
	 	(h) 	
      "Securities Act" shall mean the United States Securities
      Act of 1933, as amended.

	 	 	 
	 	(i) 	
      "Shares" means those Common Stock to be purchased by the
      Subscriber;



1.2 All dollar amounts referred to in this agreement are in
United States funds, unless expressly stated otherwise.

2. PURCHASE AND SALE OF SHARES

2.1 Subject to the terms and conditions of this Agreement, the
  Subscriber hereby subscribes for and agrees to purchase from the Company such
  number of Shares as is set forth upon the signature page hereof at a price equal
  to $0.005 US per Share. Upon execution, the subscription by the Subscriber will
  be irrevocable.

2.2 The Purchase Price is payable by the Subscriber
contemporaneously with the execution and delivery of this Subscription Agreement
and will be advanced to the Company or its solicitors. The Subscriber
acknowledges that if the funds are advanced to the Company’s solicitors, the
solicitors shall release such funds to the Company on confirmation by the
Company that it will accept the subscription.

2.3 Upon execution by the Company, the Company agrees to sell
such Shares to the Subscriber for the Purchase Price subject to the Company's
right to sell to the Subscriber such lesser number of Shares as it may, in its
sole discretion, deem necessary or desirable.

2.4 Any acceptance by the Company of the Subscription is
conditional upon compliance with all securities laws and other applicable laws
of the jurisdiction in which the Subscriber is resident. Each Subscriber will
deliver to the Company all other documentation, agreements, representations and
requisite government forms required by the lawyers for the Company as required
to comply with all securities laws and other applicable laws of the jurisdiction
of the Subscriber.

2.5 Pending acceptance of this subscription by the Company, all
funds paid by the Subscriber shall be deposited by the Company and immediately
available to the Company for its corporate purposes. In the event the
subscription is not accepted, the subscription funds will constitute a
non-interest bearing demand loan of the Subscriber to the Company.

2.6 The Subscriber hereby authorizes and directs the Company to
deliver the securities to be issued to such Subscriber pursuant to this
Agreement to the Subscriber’s address indicated on the signature page of this
Agreement.

2.7 The Subscriber acknowledges and agrees that the
subscription for the Shares and the Company's acceptance of the subscription is
not subject to any minimum subscription for the Offering.

3. REGULATION S AGREEMENTS OF THE SUBSCRIBER

3.1 The Subscriber represents and warrants to the Company that
the Subscriber is not a “U.S. Person” as defined by Regulation S of the
Securities Act and is not acquiring the Shares for the account or benefit of a
U.S. Person.

A “U.S. Person” is defined by
Regulation S of the Act to be any person who is:

	 	(a) 	
      any natural person resident in the United
      States;

	 	 	 
	 	(b) 	
      any partnership or corporation organized or
      incorporated under the laws of the United
States;







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	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in
      the United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporate, or (if an individual) resident in the United
      States; and

	 	 	 	 
	 	(g) 	
      any partnership or corporation if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any
      foreign jurisdiction; and

	 	 	 	 
	 		(ii) 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Act, unless it is
      organized or incorporated, and owned, by accredited Subscribers [as
      defined in Section 230.501(a) of the Act] who are not natural persons,
      estates or trusts.



3.2 The Subscriber acknowledges that the Subscriber was not in
the United States at the time the offer to purchase the Shares was received or
at the time this Agreement was executed. 

3.3 The Subscriber acknowledges that the Shares are “restricted
securities” within the meaning of the Securities Act and will be issued to the
Subscriber in accordance with Regulation S of the Securities Act. The Subscriber
further acknowledges that the Company has not agreed to register the resale of
the Shares under the Securities Act.

3.4 The Subscriber agrees not to engage in hedging transactions
with regard to the Shares unless in compliance with the Securities Act.

3.5 The Subscriber and the Company agree that the Company will
refuse to register any transfer of the Shares not made in accordance with the
provisions of Regulation S of the Securities Act, pursuant to registration under
the Securities Act, pursuant to an available exemption from registration, or
pursuant to this Agreement. 

3.6 The Subscriber agrees to resell the Shares only in
accordance with the provisions of Regulation S of the Securities Act, pursuant
to registration under the Securities Act, or pursuant to an available exemption
from registration pursuant to the Securities Act.

3.7 The Subscriber acknowledges and agrees that all
certificates representing the Shares will be endorsed with the following legend
in accordance with Regulation S of the Securities Act: 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.




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4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

The Subscriber, represents and warrants to the Company as
follows, and acknowledges that the Company is relying upon such covenants,
representations and warranties in connection with the sale of the Shares to such
Subscriber:

4.1 The Subscriber is an investor in securities of companies in
the development stage and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment, and has such knowledge and experience
in financial or business matters such that it is capable of evaluating the
merits and risks of the investment in the Shares. 

4.2 The Subscriber has been afforded access to information about
  the Company and the Company’s financial condition, results of operations,
  business, properties, management and prospects sufficient it to evaluate its
  investment in the Shares. The Subscriber further represents that it has had
  an opportunity to ask questions and receive answers from the directors and officers
  of the Company regarding the terms and conditions of the Offering and the business,
  properties, prospects and financial condition of the Company, each as is necessary
  to evaluate the merits and risks of investing in the Shares. The Subscriber
  believes it has received all the information it considers necessary or appropriate
  for deciding whether to purchase the Shares. The Subscriber has had full opportunity
  to discuss this information with the Subscriber’s legal and financial advisers
  prior to execution of this Agreement.

4.3. The Subscriber acknowledges that the offering of the
Shares by the Company has not been reviewed by the SEC and that the Shares are
being issued by the Company pursuant to an exemption from registration under the
Securities Act.

4.4 The Subscribers understands that the Shares it is
purchasing are characterized as "restricted securities" under the Securities Act
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act only
in certain limited circumstances. In this connection, the Subscriber represents
that it is familiar with SEC Rule 144, as presently in effect, and understands
the resale limitations imposed thereby and by the Securities Act.

4.5 The Shares will be acquired by the Subscriber for
investment for the Subscriber's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the
Subscriber has no present intention of selling, granting any participation in,
or otherwise distributing the same. The Subscriber does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Shares.

4.6 An investment in the Company is highly speculative and only
Subscribers who can afford the loss of their entire investment should consider
investing in the Company and the Shares. The Subscriber is financially able to
bear the economic risks of an investment in the Company.

4.7 The Subscriber recognizes that the purchase of the Shares
involves a high degree of risk in that the Company is in the early stages of
development of its business and may require substantial funds in addition to the
proceeds of this private placement.

4.8 The Subscriber acknowledges that no market for the Shares
presently exists and none may develop in the future and accordingly the
Subscriber may not be able to liquidate its investment.

4.9 The Subscriber is not aware of any advertisement of the
Shares.

4.10 This Agreement has been duly authorized, validly executed
and delivered by the Subscriber.

4.11 The Subscriber has satisfied himself or herself as to the
full observance of the laws of his or her jurisdiction in connection with any
invitation to subscribe for the Shares or any use of this Agreement, including
(i) the legal requirements within his jurisdiction for the purchase of the
Shares; (ii) 




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any foreign exchange restrictions applicable to such purchase;
(iii) any governmental or other consents that may need to be obtained; (iv) the
income tax and other tax consequences, if any, that may be relevant to an
investment in the Shares; and (v) any restrictions on transfer applicable to any
disposition of the Shares imposed by the jurisdiction in which the Subscriber is
resident.

5. REPRESENTATIONS BY THE COMPANY

5.1 The Company represents and warrants to the Subscriber
that:

	 	(a) 	
      the Company is a corporation duly organized, existing and
      in good standing under the laws of the State of Nevada and has the
      corporate power to conduct the business which it conducts and proposes to
      conduct;

	 	 	 
	 	(b) 	
      upon issue, the Shares will be duly and validly issued,
      fully paid and non-assessable common shares in the capital of the
      Company.



6. MISCELLANEOUS

6.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company, at its head office at 12255 Alta
Sierra Drive, Grass Valley, CA 95949. Attention: Ray Saturnino, President, and
to the Subscriber at his/her address indicated on the last page of this
Subscription Agreement. Notices shall be deemed to have been given on the date
of mailing, except notices of change of address, which shall be deemed to have
been given when received.

6.2 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.




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6.3 This Agreement will be governed by and construed in
accordance with the laws of the State of Nevada applicable to contracts made and
to be performed therein. The parties hereby submit to personal jurisdiction in
the Courts of the State of Nevada for the enforcement of this Agreement and
waive any and all rights under the laws of any state to object to jurisdiction
within the State of Nevada for the purposes of litigation to enforce this
Agreement.

IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above.

	Number of Shares Subscribed For: 	Shares 
	  	  
	SUBSCRIBER: 	  
	Signature of Subscriber: 	 
    
	Name of Subscriber: 	 
    
	Address of Subscriber: 	 
    
	  	  
	  	  
	  	  
	ACCEPTED BY: 	  
	Hasox Inc. 	  
	Signature of Authorized Signatory: 	 
    
	Name of Authorized Signatory: 	Ray
      Saturnino 
	Position of Authorized Signatory: 	Director 
	Date of Acceptance: