Online Disruptive Technologies, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com





(U.S. ACCREDITED SUBSCRIBERS ONLY) 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 

ONLINE DISRUPTIVE TECHNOLOGIES, INC. 
PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT
Shares for Debt 

INSTRUCTIONS TO PURCHASER 

This SUBSCRIPTION FORM is for use by UNITED STATES
ACCREDITED INVESTORS.

	1. 	
      REVIEW the entire subscription form.

	 	 
	2. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	3. 	
      COMPLETE the U.S. Accredited Investor Status
      Certificate that begins on page 6 to this Subscription Agreement (the
      “Certificate”).

	 	 
	4. 	
      Return this Subscription Agreement to the
  Company.

	 	 
	5. 	
      All other information must be filled in where
      appropriate.



Page 1 of 15 




This is Page 2 of 15 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the “Subscription Agreement”. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

	TO: 	Online Disruptive Technologies, Inc.
      (the “Issuer”), of 3120 S. Durango Drive, Ste. 305, Las
      Vegas NV 89117-4454. 


Subject and pursuant to the terms set out in the Terms on pages
4 to 5, the General Provisions on pages 7 to 15, and the other schedules and
appendices attached which are hereby incorporated by reference, the undersigned
subscriber (“Subscriber”) hereby irrevocably subscribes for, and on
Closing will purchase from the Issuer, the following securities at the following
price: 

	SUBSCRIBER INFORMATION 	 	SHARES TO BE PURCHASED 
	  	 	  
	  	 	Number of Shares: 462,890 x $0.16 
	(Name of Subscriber) 	 	  
	  	 	Aggregate Subscription Price: $74,062.33
    
	X 	 	(the “Subscription Amount”, plus wire
      fees if applicable) 
	(Signature of Subscriber – if the Subscriber is an
      Individual) 	 	  
	 	 	 
	X 	 	  
	(Signature of Authorized Signatory – if the Subscriber
      is not an 	 	Please complete if purchasing as agent or
      trustee for a principal 
	Individual) 	 	(beneficial purchaser) (a “Disclosed
      Principal”) and not 
	  	 	purchasing as trustee or agent for
      accounts fully managed by it. 
	  	 	  
	(Name and Title of Authorized Signatory – if the
      Subscriber is not 	 	 
    
	an Individual) 	 	(Name of Disclosed Principal) 
	  	 	  
	  	 	  
	(SIN, SSN, or other Tax Identification Number of the
      Subscriber) 	 	(Address of Disclosed Principal) 
	  	 	  
	  	 	(Account Reference, if applicable) 
	(Subscriber’s Address, including city and Zip Code) 	 	  
	  	 	  
	(Telephone Number) 	 	(SIN, SSN, or other Tax Identification Number
      of Disclosed 
	  	 	Principal) 
	(Email Address) 	 	  
	  	 	  
	REGISTRATION 	 	DELIVERY 
	Register the Shares as set forth below: 	 	Deliver the Shares as set forth below: 
	  	 	  
	  	 	  
	(Name to Appear on Share Certificate) 	 	(Attention - Name) 
	  	 	  
	  	 	  
	(Account Reference, if applicable) 	 	(Street Address, including Postal Code) (No
      PO Box) 
	  	 	  
	(Address) 	 	 
    
	  	 	(Telephone Number) 
	(City, State, Zip Code) 	 	  



	Number and kind of securities of the Issuer held, directly 	 	1. 	State whether the Subscriber is an Insider of the
      Issuer: 
	or indirectly, or over which control or direction is exercised
    	 	 
	           Yes
      [   ]      No [   ] 
	by the Subscriber, if any: 	 	 
	 
    
	  	 	2. 	State
      whether the Subscriber is a registrant: 
	Common
      Shares                                                                                                                                                                             	 	 
	           Yes
      [   ]      No [   ] 
	Warrants                                                                                                                                           
                                                  
      	 	  	  


Page 2 of 15 




ACCEPTANCE 

The Issuer hereby accepts the subscription as set forth above
on the terms and conditions contained in this Private Placement Subscription
Agreement (including the Terms and Conditions and Exhibits attached hereto) as
of the _____ day of _________________________ , 2015. 


	ONLINE DISRUPTIVE TECHNOLOGIES, INC.

	 
	 
	Per:  		 
    
	 	Authorized Signatory 
	 	 
	Address: 	3120 S. Durango Drive, Ste. 305 
	 	  	Las Vegas NV 89117-4454 
	 	 	 
	Attention: 	President 



Page 3 of 15 




TERMS 

Reference date of this Subscription ___ __ ____, 2015
(the “Agreement Date”). 
Agreement

THE OFFERING 

	The Issuer 	Online Disruptive Technologies, Inc. (the
      “Issuer”). 
	 	 
	Issue Price 	US $0.16 per Share (each, a “Share”).
  
	 	 
	Offering 	Shares issued in full settlement of $74,062.33
      owed to the Subscriber 
	 	 
	Finder’s Fee 	None 
	 	 
	Selling Jurisdictions 	The United States or offshore (the “Selling
      Jurisdictions”). 
	 	 
	Exemptions 	The offering will be made in accordance with
      the following exemptions: 



	 	(a) 	
      the Accredited Investor exemption as provided by
      Regulation D promulgated under the 1933 Act; and

	 	 	 
	 	(b) 	
      such other exemptions as may be available the securities
      laws of the Selling Jurisdictions.




	Resale restrictions and legends 	
      The Subscriber acknowledges that any resale of any of the
      Shares will be subject to resale restrictions contained in the securities
      legislation applicable to the Subscriber or proposed transferee. The
      Subscriber acknowledges that none of the Shares have been registered under
      the 1933 Act or the securities laws of any state of the United States. The
      Securities may not be offered or sold in the United States unless
      registered in accordance with federal securities laws and all applicable
      state securities laws or exemptions from such registration requirements
      are available. 

	  	  
		
      The Subscriber acknowledges that the certificates
      representing the Shares will bear the following legend:




“THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.” 

The Subscriber and any Beneficial
Purchaser are advised to consult with their own legal counsel or advisors to
determine the resale restrictions that may be applicable to them. 

	Closing Date 	
      The issuance of the shares will be full satisfaction and
      payment for all debt due to the Subscriber in the amount of $74,062.33.
      



Page 4 of 15 




THE ISSUER 

	Jurisdiction of organization 	The Issuer is incorporated under the laws of
      the State of Nevada. 
	  	  
	Commissions with Jurisdiction Over
      the Issuer 	The “Commissions with Jurisdiction Over the
      Issuer” is the SEC. 
	  	  
	Securities Legislation Applicable to
      the Issuer 	
      The “Securities Legislation Applicable to the
      Issuer” is the 1933 Act (as defined herein) and the U.S. Securities
      Exchange Act of 1934. 



End of Terms

Page 5 of 15 




U.S. ACCREDITED INVESTOR STATUS CERTIFICATE 

Capitalized terms not specifically defined in this certificate
have the meaning ascribed to them in the Subscription Agreement to which this
certificate is attached. In this certificate, dollar amounts are stated in U.S.
dollars. 

The Subscriber hereby represents, warrants and certifies to the
Issuer, as an integral part of the attached Subscription Agreement, that he, she
or it is and at Closing will be correctly and in all respects described by the
category or categories set forth directly next to which the Subscriber has
marked below: 

	[   ] (1) 	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the date of this certificate exceeds
      $1,000,000, excluding the value of the primary residence of such person(s)
      and the related amount of indebtedness secured by the primary residence up
      to its fair market value;

	 	 
	[   ] (2) 	
      a natural person who had an individual income in excess
      of $200,000 in each of the two most recent years or joint income with that
      person’s spouse in excess of $300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year;

	 	 
	[   ] (3) 	
      an organization described in Section 501(c)(3) of the
      Internal Revenue Code (United States), a corporation, a
      Massachusetts or similar business trust or partnership, not formed for the
      specific purpose of acquiring the Securities, with total assets in excess
      of $5,000,000;

	 	 
	[   ] (4) 	
      a director or executive officer of the Issuer,

	 	 
	[   ] (5) 	
      a trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; or

	 	 
	[   ] (6) 	
      an entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing
categories.



Dated _____________________________ , 2015. 


	X 
	Signature of individual (if Subscriber is an individual)
  
	 
	X 
	Authorized signatory (if Subscriber is not an individual)
    
	 
	  
	Name of Subscriber (please print) 
	 
	  
	Name of authorized signatory (please print)




Page 6 of 15 




GENERAL PROVISIONS 

	1. 	
      DEFINITIONS

	 	 
	1.1 	
      In the Subscription Agreement (including the first
      (cover) page, the Terms on pages 4 to 5, the General Provisions on pages 7
      to 15 and the other schedules and appendices incorporated by reference),
      the following words have the following meanings unless otherwise
      indicated:




	 	(a) 	
      “1933 Act” means the United States Securities
      Act of 1933, as amended;

	 	 	 
	 	(b) 	
      “1934 Act” means the United States Securities
      and Exchange Act of 1934, as amended;

	 	 	 
	 	(c) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer and all legislation incorporated in
      the definition of this term in other parts of the Subscription Agreement,
      together with the regulations and rules made and promulgated under that
      legislation and all administrative policy statements, blanket orders and
      rulings, notices and other administrative directions issued by the
      Commissions;

	 	 	 
	 	(d) 	
      “Beneficial Purchaser” means a person for whom the
      Subscriber is acting in purchasing the Shares who will be the beneficial
      owner of the Securities within the meaning attributed to it by Rule 13d-3
      adopted by the SEC under the 1934 Act;

	 	 	 
	 	(e) 	
      “Closing” means the completion of the sale and
      purchase of the Shares;

	 	 	 
	 	(f) 	
      “Closing Date” has the meaning assigned in the
      Terms;

	 	 	 
	 	(g) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer and the securities commissions incorporated
      in the definition of this term in other parts of the Subscription
      Agreement;

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 7 to 15;

	 	 	 
	 	(i) 	
      “Private Placement” means the offering of the
      Securities on the terms and conditions of this Subscription
    Agreement;

	 	 	 
	 	(j) 	
      “Securities” means the Shares as defined in the
      Terms;

	 	 	 
	 	(k) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 4 to 5, the General Provisions on pages 7 to 15
      and the other schedules and appendices incorporated by reference;
    and

	 	 	 
	 	(l) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 4 to
5.




	1.2 	
      In the Subscription Agreement, the following terms have
      the meanings defined in Regulation S of the 1933 Act (“Regulation
      S”): “Directed Selling Efforts”, “Foreign Issuer”,
      “Substantial U.S. Market Interest”, “U.S. Person” and
      “United States”.

	 	 
	1.3 	
      In the Subscription Agreement, unless otherwise
      specified, currencies are indicated in US dollars.

	 	 
	1.4 	
      In the Subscription Agreement, other words and phrases
      that are capitalized have the meanings assigned to them in the body
      hereof.



Page 7 of 15 





	2. 	
      ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF
      SUBSCRIBER

	 	 
	2.1 	
      Acknowledgements concerning
Offering



The Subscriber acknowledges (on its own behalf and, if
applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is
contracting hereunder) that: 

	 	(a) 	
      the Securities have not been registered under the 1933
      Act, or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons, except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with Applicable Legislation;

	 	 	 
	 	(b) 	
      the Issuer will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer regarding the Offering, and to obtain additional information, to
      the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information contained in the
      public information which has been filed by the Issuer with the U.S.
      Securities and Exchange Commission, or any business plan, corporate
      profile or any other document provided to the Subscriber;

	 	 	 
	 	(d) 	
      the books and records of the Issuer are available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber’s attorney and/or advisor(s);

	 	 	 
	 	(e) 	
      by execution hereof the Subscriber has waived the need
      for the Issuer to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription Agreement;

	 	 	 
	 	(f) 	
      the Issuer is entitled to rely on the representations and
      warranties and the statements and answers of the Subscriber contained in
      this Subscription Agreement and in the Certificate, and the Subscriber
      will hold harmless the Issuer from any loss or damage it may suffer as a
      result of the Subscriber’s failure to correctly complete this Subscription
      Agreement or the Certificate;

	 	 	 
	 	(g) 	
      the Subscriber shall indemnify and hold harmless the
      Issuer and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein, the Certificate or in any other document
      furnished by the Subscriber to the Issuer in connection herewith, being
      untrue in any material respect or any breach or failure by the Subscriber
      to comply with any covenant or agreement made by the Subscriber to the
      Issuer in connection therewith;



Page 8 of 15 





	 	(h) 	
      the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Issuer acting reasonably, it is not in the best interests of the
      Issuer;

	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Securities and with respect to applicable resale
      restrictions and it is solely responsible (and the Issuer is not in any
      way responsible) for compliance with applicable resale
  restrictions;

	 	 	 
	 	(j) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in shares of common stock of the Issuer
      on the Financial Industry Regulatory Authority’s OTC Bulletin
  Board;

	 	 	 
	 	(k) 	
      neither the Commissions or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(l) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(m) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(n) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Issuer, and the Subscriber
      acknowledges and agrees that the Issuer reserves the right to reject any
      subscription for any reason.




	2.2 	
      Representations by the Subscriber



The Subscriber represents and warrants to (on its own behalf
and, if applicable, on behalf of the Beneficial Purchaser from whom the
Subscriber is contracting hereunder) the Issuer that, as at the Agreement Date
and at the Closing: 

	 	(a) 	
      the Subscriber and any Beneficial Purchaser are U.S.
      Persons;

	 	 	 
	 	(b) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(c) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is an entity, it is duly
      incorporated or organized and validly subsisting under the laws of its
      jurisdiction of incorporation or organization and all necessary approvals
      by its directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber understands and acknowledges that the
      Securities have not been registered under the 1933 Act or any state
      securities laws and that the sale of the Shares contemplated hereby is
      being made to a limited number of U.S. Accredited Investors in
      transactions not requiring registration under the 1933 Act; accordingly
      the Securities are “restricted securities” within the meaning of Rule
      144(a)(3) under the 1933 Act;



Page 9 of 15 





	 	(e) 	
      the Subscriber acknowledges that the Issuer has not
      registered the offer and sale to the Subscriber of the Securities under
      the 1933 Act and the Subscriber acknowledges that there may be substantial
      restrictions on the transferability of, and that it may not be possible to
      liquidate its investment readily in, the Shares;

	 	 	 
	 	(f) 	
      the Subscriber is a U.S. Accredited Investor and
      acknowledges that it is acquiring the Shares as an investment for its own
      account or for the account of a U.S. Accredited Investor as to which it
      exercises sole investment discretion and not with a view to any resale,
      distribution or other disposition of the Securities in violation of the
      federal or state securities laws of the United States and the Subscriber
      has concurrently executed and delivered the Certificate;

	 	 	 
	 	(g) 	
      the Subscriber will only offer, sell or otherwise
      transfer the Securities pursuant to an effective registration statement
      under the 1933 Act or pursuant to an exemption from the registration
      requirements imposed by the 1933 Act and in compliance with applicable
      state securities laws (and, in each case where there is no effective
      registration statement, only if an opinion of counsel of recognized
      standing reasonably satisfactory to the Issuer has been provided to the
      Issuer to that effect, if applicable);

	 	 	 
	 	(h) 	
      the Subscriber acknowledges and agrees that the
      Securities will be “restricted securities” within the meaning of Rule
      144(a)(3) under the 1933 Act and will remain “restricted securities”
      notwithstanding any resale within or outside the United States unless the
      sale is completed pursuant to an effective registration statement under
      the 1933 Act or is made in compliance with the exemption from registration
      provided by Rule 144 promulgated under the 1933 Act;

	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that there may be
      material tax consequences to it of an acquisition, holding or disposition
      of the Securities. The Issuer gives no opinion and makes no representation
      with respect to the tax consequences under United States, state, local or
      foreign tax law of the acquisition, holding or disposition of such
      securities, and the Subscriber acknowledges that it is solely responsible
      for determining the tax consequences of its investment;

	 	 	 
	 	(j) 	
      the Subscriber understands that none of the Shares may be
      sold or transferred in the United States or to a U.S. Person unless an
      exemption is available from the registration requirements of the 1933 Act
      and any other Applicable Legislation;

	 	 	 
	 	(k) 	
      the Subscriber understands that if it decides to offer,
      sell, pledge or otherwise transfer the Shares, such securities may be
      offered, sold or otherwise transferred only: (A) to the Issuer; (B)
      pursuant to an effective registration statement under the 1933 Act, (C) in
      accordance with Rule 144 under the 1933 Act, if available, and in
      compliance with applicable state securities laws, (D) in accordance with
      the provisions of Regulation S, if available, or (E) in a transaction that
      does not otherwise require registration under the 1933 Act or any other
      applicable Applicable Laws and in the case of an offer or sale pursuant to
      an exemption from the registration requirements of the 1933 Act, the
      Issuer may require, as a condition of granting its consent, a legal
      opinion of a firm reasonably acceptable to the Issuer confirming that the
      sale is not subject to the registration requirements of the 1933
    Act;

	 	 	 
	 	(l) 	
      the purchase of the Shares has not been made through or
      as a result of any general solicitation or general advertising (as such
      terms are defined in Rule 502(c) of Regulation D), any press release, or
      any seminar or meeting whose attendees have been invited by general
      solicitation or general advertising and the distribution of the Shares has
      not been accompanied by any advertisement, including, without limitation,
      in printed public media, radio, television or telecommunications,
      including electronic display or as part of a general
  solicitation



Page 10 of 15 





	 	(m) 	
      the Subscriber and any Beneficial Purchaser are aware
      that an investment in the Issuer is speculative and involves certain
      risks, including the possible loss of the investment;

	 	 	 
	 	(n) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities agreed to be purchased hereunder has not been
      based upon any oral or written representation as to fact or otherwise made
      by or on behalf of the Issuer and such decision is based entirely upon a
      review of any public information which has been filed by the Issuer with
      the U.S. Securities and Exchange Commission in compliance, or intended
      compliance, with Applicable Legislation and the confidential investor
      presentation dated April 30, 2015, which the Subscriber acknowledges
      supersedes any previous presentations provided to the
  Subscriber;;

	 	 	 
	 	(o) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound;

	 	 	 
	 	(p) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(q) 	
      the Subscriber and any Beneficial Purchaser have the
      requisite knowledge and experience in financial and business matters as to
      be capable of evaluating the merits and risks of the investment in the
      Securities and the Issuer, and the Subscriber is providing evidence of
      such knowledge and experience in these matters through the information
      requested in the Certificate;

	 	 	 
	 	(r) 	
      the Subscriber understands and agrees that the Issuer and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement,
      and agrees that if any of such acknowledgements, representations and
      agreements are no longer accurate or have been breached, the Subscriber
      shall promptly notify the Issuer;

	 	 	 
	 	(s) 	
      all information contained in the Certificate is complete
      and accurate and may be relied upon by the Issuer, and the Subscriber will
      notify the Issuer immediately of any material change in any such
      information occurring prior to the closing of the purchase of the
      Securities;

	 	 	 
	 	(t) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of common stock of the Issuer, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Securities;

	 	 	 
	 	(u) 	
      the Subscriber understands and agrees that none of the
      Securities have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 
	 	(v) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Issuer and has
      depended on the advice of its legal and financial advisors and agrees that
      the Issuer will not be responsible in any way whatsoever for the
      Subscriber’s decision to invest in the Securities of the
  Issuer;



Page 11 of 15 





	 	(w) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the investor
      accounts for which the Subscriber acts as a fiduciary or agent satisfy the
      definition of an “Accredited Investor”, as the term is defined under
      Regulation D of the 1933 Act;

	 	 	 
	 	(x) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Subscriber has
      sole investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 
	 	(y) 	
      the Subscriber (and, if applicable, others for whom it is
      contracting hereunder) is not:




	 	(i) 	
      a licensed broker or dealer in the United
  States,

	 	 	 
	 	(ii) 	
      an affiliate of a licensed broker or dealer in the United
      States,

	 	 	 
	 	(iii) 	
      acting as an underwriter (as that term is defined in
      Section 2(11) of the 1933 Act) in respect of the Shares, or

	 	 	 
	 	(iv) 	
      an affiliate of any person that is acting as an
      underwriter (as that term is defined in Section 2(11) of the 1933 Act) in
      respect of the Shares; and




	 	(z) 	
      no person has made to the Subscriber or any Beneficial
      Purchaser any written or oral representations:




	 	(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities;

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Issuer on any stock exchange or automated dealer quotation
  system.




	2.3 	
      Reliance, indemnity and notification of
  changes



The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 4 to 5, the
General Provisions on pages 7 to 15 and the other schedules and appendices
incorporated by reference) are made by the Subscriber with the intent that they
be relied upon by the Issuer in determining its suitability as a purchaser of
Securities, and the Subscriber hereby agrees to indemnify the Issuer against all
losses, claims, costs, expenses and damages or liabilities which any of them may
suffer or incur as a result of reliance thereon. The Subscriber undertakes to
notify the Issuer immediately of any change in any representation, warranty or
other information relating to the Subscriber set forth in the Subscription
Agreement (including the first (cover) page, the Terms on pages 4 to 5, the
General Provisions on pages 7 to 15 and the other schedules and appendices
incorporated by reference) which takes place prior to the Closing. 

Page 12 of 15 





	2.4 	
      Resale Restrictions



The Subscriber acknowledges that Rule 144 will not be available
to the Subscriber for a minimum of one year from the Closing Date. The
Subscriber acknowledges that, until the Closing Date, the Company is and will be
a "shell company" as defined in Rule 12b-2 under the 1934 Act. Pursuant to Rule
144(i) of the 1933 Act, securities issued by a current or former shell company
(such as the Company) that otherwise meets the holding period and other
requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144
until one year after the Company: (a) is no longer a shell company; and (b) has
filed current "Form 10 information" (as defined in Rule 144(i)) with the SEC
reflecting that it is no longer a shell company, and provided that at the time
of a proposed sale pursuant to Rule 144, the Company is subject to the reporting
requirements of Section 13 or 15(d) of the 1934 Act and has filed all reports
and other materials required to be filed by Section 13 or 15(d) of the 1934 Act,
as applicable, during the preceding 12 months (or for such shorter period that
the Company was required to file such reports and materials), other than Current
Reports on Form 8-K reports. As a result, the restrictive legends on
certificates on the Shares cannot be removed except in connection with an actual
sale meeting the foregoing requirements or pursuant to an effective registration
statement. 

	2.5 	
      Survival of representations and
  warranties



The representations and warranties contained in this Section
will survive the Closing. 

	3. 	
      ACKNOWLEDGEMENT AND WAIVER



The Subscriber has acknowledged that the decision to acquire
the Securities was solely made on the basis of publicly available information.
The Subscriber hereby waives, to the fullest extent permitted by law, any rights
of withdrawal, rescission or compensation for damages to which the Subscriber
might be entitled in connection with the distribution of any of the Securities.


	4. 	
      COLLECTION OF PERSONAL INFORMATION

	 	 
	4.1 	
      The Subscriber acknowledges and consents to the fact that
      the Issuer is collecting the Subscriber’s personal information for the
      purpose of fulfilling this Subscription Agreement and completing the
      offering. The Subscriber’s personal information (and, if applicable, the
      personal information of those on whose behalf the Subscriber is
      contracting hereunder) may be disclosed by the Issuer to (a) stock
      exchanges or securities regulatory authorities, (b) the Issuer’s registrar
      and transfer agent, and (c) any of the other parties involved in the
      Offering, including legal counsel, and may be included in record books in
      connection with the offering. By executing this Subscription Agreement,
      the Subscriber is deemed to be consenting to the foregoing collection, use
      and disclosure of the Subscriber’s personal information (and, if
      applicable, the personal information of those on whose behalf the
      Subscriber is contracting hereunder) and to the retention of such personal
      information for as long as permitted or required by law or business
      practice. Notwithstanding that the Subscriber may be purchasing Securities
      as agent on behalf of an undisclosed principal, the Subscriber agrees to
      provide, on request, particulars as to the identity of such undisclosed
      principal as may be required by the Issuer in order to comply with the
      foregoing.

	 	 
	4.2 	
      Furthermore, the Subscriber is hereby notified that the
      Issuer may deliver to the Securities and Exchange Commission certain
      personal information pertaining to the Subscriber, including such
      Subscriber’s full name, residential address and telephone number, the
      number of shares or other securities of the Issuer owned by the
      Subscriber, the number of Securities purchased by the Subscriber and the
      total purchase price paid for such Securities, the prospectus exemption
      relied on by the Issuer and the date of distribution of the
    Securities.



Page 13 of 15 





	5. 	
      ISSUER’S ACCEPTANCE



The Subscription Agreement, when executed by the Subscriber,
and delivered to the Issuer, will constitute a subscription for the Shares which
will not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Subscription Agreement and, notwithstanding the Agreement Date, if the Issuer
accepts the subscription by the Subscriber, the Subscription Agreement will be
entered into on the date of such execution by the Issuer. 

	6. 	
      CLOSING

	 	 
	6.1 	
      Concurrent with this Subscription Agreement, the
      Subscriber shall deliver to the Issuer or the Issuer’s lawyers all
      applicable schedules and required forms, duly executed, and subscription
      proceeds pursuant to the instructions on page 1. After the funds are
      delivered to the Issuer’s lawyers, those lawyers are authorized to
      immediately release the funds to the Issuer.

	 	 
	6.2 	
      As soon as reasonable practicable after the Closing Date,
      the Issuer will deliver to the Subscriber the certificates representing
      the Shares purchased by the Subscriber registered in the name of the
      Subscriber or its nominee, or as directed by the Subscriber.

	 	 
	6.3 	
      Where the funds for the purchase of the Shares are
      delivered to the Issuer’s lawyers, the Issuer is entitled to treat such
      funds as an interest free loan to the Issuer until such time as the
      subscription for the Shares is accepted and the certificates representing
      the Shares have been issued to the Subscriber.

	 	 
	7. 	
      LEGENDS

	 	 
	7.1 	
      The Subscriber acknowledges that, in addition to the
      other legends that may be required by Applicable Laws, the certificates
      representing the Shares will bear the following
legend:





	
      “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
      UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE 1933 ACT.” 





	8. 	
      MISCELLANEOUS

	 	 
	8.1 	
      The Subscriber agrees to sell, assign or transfer the
      Securities only in accordance with the requirements of applicable
      securities laws and any legends placed on the Securities as contemplated
      by the Subscription Agreement.

	 	 
	8.2 	
      The Subscriber hereby authorizes the Issuer to correct
      any minor errors in, or complete any minor information missing from any
      part of the Subscription Agreement and any other schedules, forms,
      certificates or documents executed by the Subscriber and delivered to the
      Issuer in connection with the Offering.



Page 14 of 15 





	8.3 	
      The Issuer will be entitled to rely on delivery by
      facsimile machine or e-mail of an executed copy of this Subscription
      Agreement, and acceptance by the Issuer of such facsimile or e-mail copy
      shall be equally effective to create a valid and binding agreement between
      the Subscriber and the Issuer in accordance with the terms hereof. If less
      than a complete copy of this Subscription Agreement is delivered to the
      Issuer at Closing, the Issuer and its counsel are entitled to assume that
      the Subscriber accepts and agrees to all of the terms and conditions of
      the pages not delivered at Closing unaltered. This Subscription Agreement
      may be executed in two or more counterparts, each of which shall be deemed
      to be an original and all of which together shall constitute one and the
      same Subscription Agreement.

	 	 
	8.4 	
      Without limitation, this subscription and the
      transactions contemplated by this Subscription Agreement are conditional
      upon and subject to the Issuer’s having obtained such regulatory approval
      of this subscription and the transactions contemplated by this
      Subscription Agreement as the Issuer considers necessary.

	 	 
	8.5 	
      This Subscription Agreement is not assignable or
      transferable by the parties hereto without the express written consent of
      the other party to this Subscription Agreement.

	 	 
	8.6 	
      Time is of the essence of this Subscription
    Agreement.

	 	 
	8.7 	
      Except as expressly provided in this Subscription
      Agreement and in the agreements, instruments and other documents
      contemplated or provided for in this Subscription Agreement, this
      Subscription Agreement contains the entire agreement between the parties
      with respect to the Securities and there are no other terms, conditions,
      representations or warranties whether expressed, implied, oral or written,
      by statute, by common law, by the Issuer, or by anyone else.

	 	 
	8.8 	
      The parties to this Subscription Agreement may amend this
      Subscription Agreement only in writing.

	 	 
	8.9 	
      This Subscription Agreement enures to the benefit of and
      is binding upon the parties to this Subscription Agreement and their
      successors and permitted assigns.

	 	 
	8.10 	
      A party to this Subscription Agreement will give all
      notices to or other written communications with the other party to this
      Subscription Agreement concerning this Subscription Agreement by hand or
      by registered mail addressed to the address given on page 1.

	 	 
	8.11 	
      This Subscription Agreement is to be read with all
      changes in gender or number as required by the context.

	 	 
	8.12 	
      This Subscription Agreement will be governed by and
      construed in accordance with the internal laws of State of Nevada (without
      reference to its rules governing the choice or conflict of
  laws).



End of General Provisions

Page 15 of 15