subscrptionagrmt EX 10-3






SUBSCRIPTION AGREEMENT 




CALIFORNIA NEWS TECH 




California News Tech., a Nevada corporation with its principal offices at 529 Buchanan St., San Francisco, California 94102 (hereinafter the "Company") and the undersigned (hereinafter the "Subscriber") agree as follows: 




WHEREAS: 

 

              A.  The Company desires to issue a maximum of 1,000 units representing 1,000 shares of common stock of the Company, plus 1 warrant to    

                    purchase 1,000 shares of common stock for $2 per share, exercisable for 12 months, at a price of $1,000.00 per unit (hereinafter the "Shares"); 

                    and 

 

              B.  Subscriber desires to acquire the number of Shares set forth on the signature page hereof. 




NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set-forth, the parties hereto do hereby agree as follows: 




SUBSCRIPTION FOR SHARES 

 

              1.1  Subject to the terms and conditions hereinafter set-forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such 

                     number of units as is set-forth upon the signature page hereof at a price equal to $1,000.00 per unit, and the Company agrees to sell such 

                     Shares to Subscriber for said purchase price subject to the Company’s right to sell to Subscriber such lesser numbers of Shares as it may, in its 

                     sole discretion, deem necessary or desirable. Upon execution, this subscription shall be irrevocable by Subscriber. 

 

             1.2   The purchase price of the Shares subscribed to hereunder is payable by the Subscriber contemporaneously with the execution and delivery of 

                      this Subscription Agreement. 




REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER 

 

              2.1  Subscriber hereby severally represents and warrants to the Company the following: 

 

                    A)  Subscriber recognizes that the purchase of Shares subscribed to herein involves a high degree of risk in that the Company has only recently 

                          commenced its proposed business and may require substantial funds in addition to the proceeds of this private placement; 

 

                    B)  An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider 

                          investing in the 

 



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                           Company and the Shares; 

 

                    C)   Subscriber has been delivered a prospectus (The "Prospectus") furnished by the Company to Subscriber; 

 

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


 

             E)  Subscriber is acquiring the Shares as principal for Subscriber’s own account and benefit;               

 

               2.2  Subscriber by making such representations has not waived any right of action they may have under the applicable federal securities 

                      laws. 


REPRESENTATIONS BY THE COMPANY 

 

   3.1  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. 







TERMS OF SUBSCRIPTION 

 

                4.1   Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company in a separate account. 

                        Once accepted, the funds will be released and immediately available to the Company for its general corporate purposes. In the Event the 

                        subscription is not accepted, the subscription funds will be immediately returned to the Subscriber by the Company. 

 

               4.2   Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription 

                       Agreement to Subscriber’s address indicated herein. 

 

               4.3   The Shares are being offered on a "best efforts" basis as more particularly set forth in the Prospectus. 




MISCELLANEOUS 

 

                5.1  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 

 



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                      the Company, at its principal offices at 529 Buchanan St., San Francisco, California 94012, Attention: Mr. Marian Munz, CEO, and to 

                      Subscriber  at his or her or its 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. 

 

              5.2   Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all 

                      the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada. 

 

              5.3   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. 







IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ________ day of __________________ , 2004. 




Number of Units Subscribed For:        ________________ 




Corresponding Number of Common Shares:    ________________ 




Dollar Amount:        _______________________________________________ 




Signature of Subscriber:    _______________________________________________ 




Name of Subscriber (please print):   ___________________________________________ 




Address of Subscriber:    _______________________________________________ 




Subscriber’s SS#:        _______________________________________________ 




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Please register the Shares on the books and records of the Company that I (we) am (are) purchasing as follows: 




Name(s)________________________________________________________________ 




As (check one): ____Individual    ____Corporation   ____Existing Partnership 

____Joint Tenants WROS   _____Tenants-in-Common    ____Trust 

     ____Minor with Adult Custodian under the Uniform Gift to Minors Act 

____Tenants in the Entirety (Married Couples Only) 




 

ACCEPTED BY: California News Tech: 

Signature of Authorized Signatory:         ____________________________________ 

Name of Authorized Signatory:              ____________________________________ 

Position of Authorized Signatory:  ____________________________________ 

Date of Acceptance:                              ____________________________________ 

 


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