SUBSCRIPTION AGREEMENT

Houston American Energy Corp.
801 Travis Street
Suite 2020
Houston, Texas 77002

     Re:     Offering of Shares of Houston American Energy Corp.

Gentlemen:

     1.     Subscription.  The undersigned hereby applies to purchase the number
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of  shares  of  the  common  stock  of Houston American Energy Corp., a Delaware
corporation  (the  "Company"),  par  value  of  $0.001  per share (the "Shares")
indicated  below in accordance with the terms of this Subscription Agreement and
the  private  placement  of  the  Shares  (the "Offering").  The undersigned has
received  copies of all information desired by him with respect to the Offering.
The  Shares  are  being  offered  by  the  Company.

     Subject  to  the  terms  and conditions of this Subscription Agreement, the
undersigned hereby irrevocably offers to purchase ________ Shares, at a purchase
price  of  $____ per Share, and therefore tenders to the Company a check payable
to  "Houston  American  Energy  Corp."  in  the  amount of $___________ for such
Shares.  It  is understood that the cash contribution tendered is irrevocable by
the  undersigned,  may  be  deposited  for  collection,  and will be immediately
available  for  use  by  the  Company.

     2.     Representations  and  Warranties  of  the Investor.  The undersigned
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investor  represents  and  warrants  as  follows:

          (a)     The  undersigned  has  received information, and has carefully
reviewed  such  information and has relied on the disclosures contained therein,
information  otherwise provided to him in writing by the Company, or information
from  books  and  records  of the Company.  The undersigned understands that all
documents,  records  and  books  pertaining  to  this  investment have been made
available  for  inspection by him, his attorney and/or his accountant and/or his
"Purchaser  Representative"  as  defined  in  Regulation D promulgated under the
Securities  Act  of  1933, as amended (the "Securities Act"), and that the books
and  records  of  the  Company  will  be  available, upon reasonable notice, for
inspection  by  investors  during  reasonable  business  hours  at the Company's
principal  place  of  business.  The  undersigned and/or his advisers have had a
reasonable opportunity to ask questions of and receive answers from the Company,
or  a  person  or  persons  acting on its behalf, concerning the Offering of the
Shares,  and  all  such questions have been answered to the full satisfaction of
the undersigned.  No oral representations have been made and, to the extent oral
information  has been furnished to the undersigned or his advisers in connection
with  the  Offering  of  the  Shares,  such  information was consistent with all
written  information  furnished.

          (b)     The  undersigned  (i)  has adequate means of providing for his
current  needs  and  possible  personal  contingencies,  (ii)  has  no  need for
liquidity  in  this  investment,  (iii) is able to bear the economic risks of an
investment in the Shares for an indefinite period, and (iv) at the present time,
could  afford  a  complete  loss  of  a  portion  of  such  investment.

          (c)     The  undersigned  recognizes  that  the  Company has a limited
financial  and  operating  history  and no history of profitable operations, and
that  the  Shares  as  an  investment  involve  special  risks,  including those
disclosed  to  the  undersigned  by  the  Company.

          (d)     The  undersigned understands that the Shares have not been nor
will be registered under the Securities Act or the securities laws of any state,
in  reliance  upon  an  exemption  therefrom  for  non-public  offerings.  The
undersigned  understands  that  the Shares must be held indefinitely unless they
are  subsequently  registered,  or  an  exemption  from  such  registration  is
available.  The  undersigned  further  understands  that the Company is under no
obligation  to  register  the Shares on his behalf or to assist him in complying
with  any  exemption  from  registration.


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          (e)     The  Shares are being purchased solely for his own account for
investment and not for the account of any other person and not for distribution,
assignment,  or  resale  to  others and no other person has a direct or indirect
beneficial  interest  in  the Shares.  The undersigned or his advisers have such
knowledge  and  experience in financial, tax, and business matters to enable him
to utilize the information made available to him in connection with the Offering
of the Shares to evaluate the merits and risks of the prospective investment and
to  make  an  informed  investment  decision  with  respect  thereto.

          (f)     The  undersigned,  if  a  corporation,  partnership, trust, or
other  entity,  is  authorized and otherwise duly qualified to purchase and hold
the  Shares.

          (g)     All  information  which  the  undersigned  has provided to the
Company  concerning  himself,  his  financial  position,  and  his  knowledge of
financial  and  business matters, or, in the case of a corporation, partnership,
trust  or  other  entity, the knowledge of financial and business matters of the
person  making  the investment decision on behalf of such entity, is correct and
complete  as of the date set forth at the end hereof, and if there should be any
adverse  change in such information prior to his subscription being accepted, he
will  immediately  provide  the  Company  with  such  information.

          (h)     The  undersigned  understands  and  agrees  that the following
restrictions  and  limitations  are  applicable to his purchase and his resales,
hypothecations  or  other transfers of the Shares pursuant to Regulation D under
the  Securities  Act:

               (i)     The undersigned agrees that the Shares shall not be sold,
pledged,  hypothecated or otherwise transferred unless the Shares are registered
under  the  Securities  Act,  and the securities laws of any state or are exempt
therefrom;

               (ii)     A legend in substantially the following form has been or
will be placed on any certificate(s) or other document(s) evidencing the Shares:

     THE  SECURITIES  REPRESENTED  BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN
     ACQUIRED  FOR  INVESTMENT  AND  HAVE  NOT  BEEN  REGISTERED  UNDER THE
     SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR THE SECURITIES LAW OF ANY
     STATE.  WITHOUT  SUCH  REGISTRATION,  SUCH SECURITIES MAY NOT BE SOLD,
     PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO
     THE  COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
     REGISTRATION  IS  NOT  REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
     THE  COMPANY  OF  SUCH  OTHER  EVIDENCE  AS MAY BE SATISFACTORY TO THE
     COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
     OF  THE  SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY
     STATE,  OR  ANY  RULE  OR  REGULATION  PROMULGATED  THEREUNDER.

               (iii)     Stop transfer instructions to the transfer agent of the
Shares  have been or will be placed with respect to the Shares so as to restrict
the  resale,  pledge,  hypothecation  or  other transfer thereof, subject to the
further  items  hereof,  including  the  provisions  of  the legend set forth in
subparagraph  (ii)  above;  and

               (iv)     The  legend  and stop transfer instructions described in
subparagraphs  (ii)  and  (iii)  above  will  be  placed with respect to any new
certificate(s)  or  other document(s) issued upon presentment by the undersigned
of  certificate(s)  or  other  document(s)  for  transfer.

          (i)     The  undersigned  understands  that neither the Securities and
Exchange  Commission  nor  the  securities  commission of any state has made any
finding  or  determination relating to the fairness for public investment in the
Shares and that the Securities and Exchange Commission as well as the securities
commission  of  any  state  will  not  recommend  or  endorse  any  offering  of
securities.

          (j)     The  undersigned  acknowledges  and is aware that it never has
been represented, guaranteed, or warranted to him by the Company, its directors,
officers, agents or employees, or any other person, expressly or by implication,
as  to  any  of  the  following:


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               (i)     The  approximate  or exact length of time that he will be
required  to  remain  as  an  owner  of  his  Shares;

               (ii)     The  percentage  of  profit  and/or amount of or type of
consideration,  profit  or  loss  to  be  realized,  if any, as a result of this
investment;  or

               (iii)     That  the limited past performance or experience on the
part  of  the  Company,  or  any future projections will in any way indicate the
predictable  results  of the ownership of the Shares or of the overall financial
performance  of  the  Company.

          (k)     The undersigned acknowledges that ____________________________
(complete  if applicable) has acted as his "Purchaser Representative" as defined
in  Regulation  D promulgated under the Securities Act, and (i) that he can bear
the economic risk of this investment; (ii) he has relied upon the advice of such
Purchaser  Representative  as  to the merits of an investment in the Company and
the suitability of such investment for the undersigned; and (iii) such Purchaser
Representative  has  confirmed  to  him, in writing, any past, present or future
material  relationship,  actual  or  contemplated,  between  such  Purchaser
Representative or its Affiliates and the Company, or its Affiliates.

          (l)     The  undersigned  acknowledges  that  the  Company  has  made
available  to  him  or  his  Purchaser Representative, if any, or other personal
advisers the opportunity to obtain additional information to verify the accuracy
of the information furnished to him and to evaluate the merits and risks of this
investment.

          (m)     The  undersigned  confirms  that  he  has  consulted  with his
Purchaser  Representative,  if  any,  or  other  personal advisers and that said
Purchaser  Representative  or  other  advisers  have  analyzed  the  information
furnished  to  him  and  the  documents  relating thereto on his behalf and have
advised  him  of  the  business  and  financial  aspects and consequences of and
potential  liabilities  associated  with  his  investment  in  the  Shares.  The
undersigned  represents that he has made other risk capital investments or other
investments of a speculative nature, and by reason of his business and financial
experience  and of the business and financial experience of those persons he has
retained  to advise him with respect to investments of this nature.  In reaching
the  conclusion  that  he  desires  to  acquire  the Shares, the undersigned has
carefully  evaluated  his  financial  resources and investments and acknowledges
that he is able to bear the economic risks of this investment.

          (n)     The  undersigned  acknowledges  that  all  information  made
available  to  him  and/or his Purchaser Representative, if any, and/or personal
advisers  in  connection  with  his  investment  in  the  Shares,  including the
information  furnished  to him, is and shall remain confidential in all respects
and may not be reproduced, distributed or used for any other purpose without the
prior  written  consent  of  the  Company.

          (o)     Notwithstanding anything herein contained to the contrary, all
representations  and  warranties  of  the  undersigned  herein pertaining to the
Shares  apply to any shares of the common stock of the Company, par value $0.001
per  share,  obtained  by  the  undersigned  upon  any conversion of the Shares.

          (p)     The undersigned is an "Accredited Investor" as defined in Rule
501(a)  of  the  Securities  Act.

     3.     Indemnification.  The  undersigned  agrees  to  indemnify  and  hold
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harmless  the  Company  and its affiliates from and against all damages, losses,
costs,  and expenses (including reasonable attorneys' fees) which they may incur
by  reason  of  the  failure  of  the undersigned to fulfill any of the terms or
conditions  of  this  subscription,  or  by  reason  of  any  breach  of  the
representations  and  warranties  made  by  the  undersigned  herein,  or in any
document  provided  by  the  undersigned  to  the  Company.

     4.     Survival.  The  foregoing  representations,  warranties  and
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undertakings  are  made  with  the  intent  that  they  may  be  relied  upon in
determining  the undersigned's suitability as an investor in the Company and the
undersigned hereby agrees that such representations and warranties shall survive
his  purchase of the Shares in the Company.  The undersigned hereby acknowledges
and  agrees  that  he  is  not  entitled  to  cancel,  terminate  or revoke this
Subscription  Agreement, or any agreements hereunder, and that this Subscription
Agreement  and  such  agreements  shall survive (a) changes in the transactions,
documents, and instruments previously furnished to the undersigned which are not
materially  adverse,  and  (b)  the  undersigned's  death  or  disability.


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     5.     Notices.  All  notices  or  other  communications  given  or  made
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hereunder  shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the undersigned or
to  the  Company  at  the  respective  addresses  set  forth  herein.

     6.     Miscellaneous.
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          (a)     Notwithstanding  any  of  the  representations,  warranties,
acknowledgments,  or  agreements made herein by the undersigned, the undersigned
does  not  thereby  or  in  any  other  manner  waive  any rights granted to the
undersigned  under  federal  or  state  securities  laws.

          (b)     Words  of any gender used in this Subscription Agreement shall
be  held  and  construed  to include any other gender, and words in the singular
number  shall  be held to include the plural, and vice versa, unless the context
requires  otherwise.

          (c)     This  Subscription  Agreement constitutes the entire agreement
among  the  parties  hereto with respect to the subject matter hereof and may be
amended  only  by  a  writing  executed  by  all  parties.

          (d)     This  Subscription  Agreement shall be enforced, governed, and
construed  in all respects in accordance with the laws of the State of Texas and
all  obligations  hereunder shall be deemed performable in Harris County, Texas.

     IN  WITNESS  WHEREOF, I have executed this Subscription Agreement as of the
____  day  of  ___________________,  2003.


                                       _________________________________________
                                                           (Signature)


                                       _________________________________________
                                       Social Security Number


                                       _________________________________________
                                                           (Print or Type Name)

                                       Address:

                                       _________________________________________

                                       _________________________________________


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