YzApp International Inc. - Exhibit 10.1 - Prepared By TNT Filings Inc.




  




Exhibit 10.1 

SUBSCRIPTION AGREEMENT 

This SUBSCRIPTION AGREEMENT is made as of the date
appearing at the end of this agreement between YzApp International Inc., a
Nevada corporation ("the Company"), and the investor whose name and signature
appear at the end of this agreement ("the Investor"). In consideration of the
mutual promises contained herein and of other good and valuable consideration,
the Company and the Investor mutually agree as follows:



1. 

The Investor
hereby purchases from the Company and the Company hereby sells to the Investor
17,962 shares of Series A Convertible Preferred Stock, par value $.001 per
share, of the Company ("the Securities"), convertible on and as of the first
Trading Day (as defined in the Certificate of Designation of the Company's
Series A Voting Convertible Preferred Stock) following the date on which a
1:114.59 reverse stock split of the Company's common stock is effective, into an
aggregate of 35,924,528 (313,497 post-split) shares of the Company's common
stock, for an aggregate purchase price of $52,530.50 and for other good and
valuable services rendered, upon the terms of payment also set forth at the end
of this agreement. Any terms used, but not defined, herein shall have the
meanings assigned to them in the Share Exchange Agreement. 

2. 

The Investor hereby represents
and warrants as follows: 

a. 

The Investor
has had reasonable access to all information that the Investor deems material to
the Investor's decision to make this investment, and has been provided with
satisfactory answers from the Company to any questions that the Investor has had
concerning the Company or this offering. 

b. 

The Investor
is acquiring the Securities solely for the Investor's own account, not as a
nominee or agent and without any view to subsequent resale, transfer or
distribution of the Securities to others and has no present intention of
selling, granting any participation in or otherwise distributing the Securities.


c. 

The Investor
understands that the Securities have not been registered under the Securities
Act of 1933 or under the securities laws of any state and, therefore, cannot be
resold unless any exemption from registration is available and that the
Securities may be "restricted securities" as that term is defined in SEC Rule
144. 

d. 

The Investor
understands that the offer and sale of the Securities is intended to be exempt
from registration under the Securities Act of 1933, as amended and exempt from
registration under any state law. 

e. 

Further, the
Investor understands that the Company is a "shell" company within the definition
of the Rule 12b-25 of the Securities Exchange Act of 1934, as amended, and
accordingly, is presently unable to sell the Securities under the "safe harbor"
provisions of SEC Rule 144. 

f.

The Investor
is an "accredited investor" as that term is defined in SEC Rule 501(a), is able
to bear the economic risks of this investment for an indefinite period of time,
could afford a complete loss of this investment and considers the Investor to be
capable of evaluating this investment on the basis of prior business and
investment experience and consultation with such independence advisors as the
Investor has consulted. 

3. 

The Investor
agrees not to sell, transfer or otherwise distribute the Securities (a) without
giving the Company thirty (30) days' advance written notice and (b) unless the
Securities are subsequently registered under the Securities Act of 1933 and any
applicable state securities laws or unless an exemption under applicable law is
available for such sale, transfer or distribution. 



4. 

The Investor
hereby indemnifies and agrees to hold harmless the Company and the Company's
officers, directors and agents against any and all loss, liability, claim,
damage and expense arising out of any breach by the Investor of any
representation, warranty or covenant contained in this Agreement. 

5. 

This Agreement shall be
interpreted, construed and enforced and its construction and performance shall
be governed by the laws of the State of New York without regard to principles of
conflicts of laws, except to the extent that Federal law may apply. Any dispute
shall be subject to the jurisdiction of the courts of New York, New York and the
parties agree to subject themselves to the jurisdiction of the courts in New
York County, New York. 

IN WITNESS WHEREOF, the Company and the Investor have duly executed this
Agreement as of the date set forth below. 


	 	 	 
	
    December 23, 2008	 	
    Allied China Investments, LLC
	
    Date	 	
    Investor's Name
	 	 	 
	 	 	
    /s/ William J. McCluskey
	
    Investor's Social Security #	 	
    Investor's Signature
	 	 	 
	 	 	 
	 	 	YZAPP INTERNATIONAL
    INC.
	 	 	 
	 	 	 
	 	 	
    /s/ Eugene M. Weiss
	 	 	
    President
	 	 	 
	 	 	 
	 	 	Purchase Price:
	 	 	Number of
    Securities Purchased: 17,962
	 	 	Terms of
    Purchase: Delivery of Securities to be made
	 	 	upon closing of the
    Share Exchange Agreement