Exhibit 10.4


    EXHIBIT
      10.4

     

    
 

    THIS
      AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO
      PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) PURSUANT TO
      REGULATION S UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS
      AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S.
      STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD,
      DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED
      HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
      SECURITIES ACT, 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
      EACH
      CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      ACCORDANCE WITH THE SECURITIES ACT.

    


     

    MALIBU
      MINERALS, INC.

     

    SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT (this “Agreement”) made as of this ___ day of _____________ 2007
      between Malibu Minerals, Inc., a Nevada corporation, (the “Company”), and the
      undersigned (the “Subscriber”).

     

    WHEREAS,
      the Company is offering the
      shares (the “Shares”) of the Company’s common stock, $0.001 par value (the
“Common Stock”), to be sold in connection with the proposed private placement
      (the "Private Placement") on a “best efforts” basis, $13,500,000 minimum
      offering, $15,000,000 maximum offering at $0.90 per Share, for up to an
      aggregate total of 16,666,667 Shares of Common Stock (the “Offering”). The
      minimum individual subscription is $30,000 (the “Minimum Subscription”), and
      upon the sole election of the Company, the Company may choose to sell a fraction
      of a Minimum Subscription, in increments of $5,000, to any investor who
      purchases or has committed to purchase at least the Minimum
      Subscription;

    


    WHEREAS,
      the Company intends to offer the Shares through the services of ICP, the private
      placement agent (the “Agent”), as defined in the Placement Agent Agreement dated
      February 8, 2007 entered into among the Company and the Agent; 

    


    WHEREAS,
      the offering period (the “Offering
      Period”)
      for
      the Offering shall commence on the day the Offering Documents, as defined below,
      are first made available to the Agent by the Company for delivery in connection
      with the Offering, which is expected to be on or about February 8, 2007 (the
      “Delivery
      Date”
or
      the
“Commencement
      Date”)
      and
      shall continue until the earlier to occur of: (i) the sale of all of the Shares;
      or (ii) the close of business on
      April
      4, 2007 (which period may be extended until May 29, 2007 upon mutual agreement
      of ICP and the Company) (the “Offering Period”). The Offering Period may also be
      extended for up to an additional 30 days by mutual agreement of ICP and the
      Company; and


    
      
         

        
        

      

      
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    on
      April
      4, 2007 (which period may be extended until May 29, 2007 upon mutual agreement
      of ICP and the Company) (the “Offering Period”). The Offering Period may also be
      extended for up to an additional 30 days by mutual agreement of ICP and the
      Company; and

    


    WHEREAS,
      the Subscriber desires to purchase Shares in the amount set forth on the
      signature page hereof on the terms and conditions hereinafter set
      forth.

    


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

    


    
      	 	
              I.

            	
              SUBSCRIPTION
                FOR SECURITIES; REPRESENTATIONS BY AND COVENANTS OF
                SUBSCRIBER

            


    

     

    1.1 Subscription
      for Securities.
      Subject
      to the terms and conditions hereinafter set forth and in the Confidential
      Private Placement Memorandum dated February 8, 2007 (such memorandum, together
      with all amendments thereof and supplements and exhibits thereto, the
“Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to
      purchase from, and the Company agrees to sell to the Subscriber, such number
      of
      Shares which is set forth on the signature page hereof. The entire purchase
      price is due and payable upon the submission of this Subscription Agreement,
      and
      shall be payable by wire transfer or check subject to collection, to the order
      of Gottbetter & Partners, LLP, as Escrow Agent. The wire transfer
      instructions are as follows:

    


    Account: Gottbetter
      & Partners, LLP as escrow agent for Malibu Minerals, Inc.

    


    BANK:
      CITIBANK, N.A., 330 Madison Avenue, New York, New York 

    ABA:
      021000089

    BENEFICIARY:
      Gottbetter & Partners, LLP

    ACCOUNT:
      49061322

    REFERENCE:
      “Malibu Minerals, Inc. - [insert Subscriber’s name]”

    


    Gottbetter
      & Partners, LLP Accounting Contact: Vincent DiPaola; telephone: (212)
      400-6900; email: vdp@gottbetter.com.

    


    1.2 Reliance
      on Exemptions.
      The
      Subscriber acknowledges that the Offering has not been reviewed by the United
      States Securities and Exchange Commission (the “SEC”) or any state agency
      because it is intended to be an offshore transaction pursuant to Regulation
      S
      (“Regulation S”) as promulgated by the SEC under the Securities Act of 1933, as
      amended. The Subscriber understands that the Company is relying in part upon
      the
      truth and accuracy of, and the Subscriber’s compliance with the representations,
      warranties, agreements, acknowledgments and understandings of the Subscriber
      set
      forth herein in order to determine the availability of such exemptions and
      the
      eligibility of the Subscriber to acquire the Securities.

     

    1.3 Offshore
      Transaction.
      The
      Subscriber agrees that it is acquiring the Securities in an offshore transaction
      pursuant to Regulation S, promulgated under the Securities Act, and hereby
      represents to the Company as follows: 

     


    
      
        
 

        
        

      

      
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    (a) Subscriber
      is outside the United States when receiving and executing this Subscription
      Agreement; and

    


    (b) Subscriber
      has not acquired the Securities as a result of, and will not itself engage
      in,
      any “directed selling efforts” (as defined in Regulation S under the Securities
      Act) in the United States in respect of the Securities which would include
      any
      activities undertaken for the purpose of, or that could reasonably be expected
      to have the effect of, conditioning the market in the United States for the
      resale of the Securities; provided, however, that the Subscriber may sell or
      otherwise dispose of the Securities pursuant to registration of the Securities
      under the Securities Act and any applicable state and provincial securities
      laws
      or under an exemption from such registration requirements and as otherwise
      provided herein;

    


    1.4 Rejection
      of Subscriptions. This
      offering is made subject to withdrawal, cancellation or modification by the
      Company. The Company reserves the right to reject any subscription in whole
      or
      in part or to allot to any prospective Subscriber fewer than the number of
      Shares subscribed for by such Subscriber. Shares will be sold only to a limited
      number of Subscribers meeting certain standards. 

    


    1.5 Compliance
      with U.S. Securities Laws.
      The
      Subscriber agrees that the Company 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 Securities Act, or pursuant
      to
      an available exemption from the registration requirements of the Securities
      Act
      and in accordance with applicable state and provincial securities
      laws.

    


    1.6 Distribution
      Compliance Period.
      The
      Subscriber understands and agrees that offers and sales of any of the Securities
      prior to the expiration of a period of one year after the date of transfer
      of
      the Securities under this Subscription Agreement (the “Distribution Compliance
      Period”), shall only be made in compliance with the safe harbor provisions set
      forth in Regulation S, pursuant to the registration provisions of the Securities
      Act or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the Securities Act or an exemption therefrom, and
      in
      each case only in accordance with all applicable securities laws.

    


    1.7 Hedging
      Transactions.
      The
      Subscriber understands and agrees not to engage in any hedging transactions
      involving the Securities prior to the end of the Distribution Compliance Period
      unless such transactions are in compliance with the Securities Act.

    


    1.8
       Legends.
      The
      Subscriber understands that the certificates representing the Securities, until
      such time as they have been registered under the Securities Act, shall bear
      a
      restrictive legend in substantially the following form (and a stop-transfer
      order may be placed against transfer of such certificates or other
      instruments):

     

    THESE
      SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS


    
      
         

        
        

      

      
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    WHO
      ARE
      NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
      THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER
      THE
      1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
      MAY
      BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
      PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT 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. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
      WITH THE 1933 ACT.

    


    The
      legend set forth above shall be removed and the Company shall issue a
      certificate without such legend to the holder of the Securities upon which
      it is
      stamped, if (a) such Securities are being sold pursuant to a registration
      statement under the Securities Act, or (b) such holder delivers to the Company
      an opinion of counsel, in a reasonably acceptable form, to the Company that
      a
      disposition of the Securities is being made pursuant to an exemption from such
      registration.

     

    1.9 Risk
      of Investment.
      The
      Subscriber recognizes that the purchase of the Securities involves a high degree
      of risk in that: (a) 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 Company and the Securities; (b) transferability of the
      Securities is limited; and (c) the Company may require substantial additional
      funds to operate its business and subsequent equity financings will dilute
      the
      ownership and voting interests of Subscriber.

     

    1.10 Information.
      The
      Subscriber acknowledges careful review of this Subscription Agreement, the
      Memorandum, as well as the Company’s filings with the Securities and Exchange
      Commission, as required pursuant to the Securities and Exchange Act of 1934,
      which are available on the Internet at www.sec.gov
      (collectively, the “Offering Documents”), all of which the undersigned
      acknowledges have been provided to the undersigned. The undersigned has been
      given the opportunity to ask questions of, and receive answers from, the Company
      concerning the terms and conditions of this Offering and the Offering Documents
      and to obtain such additional information, to the extent the Company possesses
      such information or can acquire it without unreasonable effort or expense,
      necessary to verify the accuracy of same as the undersigned reasonably desires
      in order to evaluate the investment. The undersigned understands the Offering
      Documents, and the undersigned has had the opportunity to discuss any questions
      regarding any of the Offering Documents with its counsel or other advisor.
      Notwithstanding the foregoing, the only information upon which the undersigned
      has relied is that set forth in the Offering Documents. The undersigned has
      received no representations or warranties from the Company, its employees,
      agents or attorneys in making this investment decision other than as set forth
      in the Offering Documents. The undersigned does not desire to receive any
      further information.

    


    1.11 No
      Representations.
      The
      Subscriber hereby represents that, except as expressly
      set forth in the Offering Documents, no representations or warranties have
      been
      made to the Subscriber by the Company or any agent, employee or affiliate of
      the
      Company, and in entering into this transaction the Subscriber is not relying
      on
      any information other than that contained in the Offering Documents and the
      results of independent investigation by the Subscriber.


    
      
         

        
        

      

      
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    expressly
      set forth in the Offering Documents, no representations or warranties have
      been
      made to the Subscriber by the Company or any agent, employee or affiliate of
      the
      Company, and in entering into this transaction the Subscriber is not relying
      on
      any information other than that contained in the Offering Documents and the
      results of independent investigation by the Subscriber.

    


    1.12 Tax
      Consequences.
      The
      Subscriber acknowledges that the Offering may involve tax consequences and
      that
      the contents of the Offering Documents do not contain tax advice or information.
      The Subscriber acknowledges that it must retain its own professional advisors
      to
      evaluate the tax and other consequences of an investment in the
      Securities.

     

    1.13 Transfer
      or Resale.
      The
      Subscriber understands and hereby acknowledges that the Company is under no
      obligation to register the Securities under the Securities Act except as
      contained herein. The Subscriber consents that the Company may, if it desires,
      permit the transfer of the Securities out of the Subscriber’s name only when the
      Subscriber’s request for transfer is accompanied by an opinion of counsel
      reasonably satisfactory to the Company that neither the sale nor the proposed
      transfer results in a violation of the Securities Act or any applicable state
      “blue sky” laws. 

     

    1.14 Validity;
      Enforcement.
      If the
      Subscriber is a corporation, partnership, trust or other entity, the Subscriber
      represents and warrants that: (a) it is authorized and otherwise duly qualified
      to purchase and hold the Securities; and (b) that this Subscription Agreement
      has been duly and validly authorized, executed and delivered and constitutes
      the
      legal, binding and enforceable obligation of the undersigned. If the Subscriber
      is an individual, the Subscriber represents and warrants that this Subscription
      Agreement has been duly and validly executed and delivered and constitutes
      the
      legal, binding and enforceable obligation of the undersigned.

     

    1.15 Address.
      The
      Subscriber hereby represents that the address of the Subscriber furnished by
      the
      Subscriber at the end of this Subscription Agreement is the undersigned’s
      principal residence if the Subscriber is an individual or its principal business
      address if it is a corporation or other entity.

     

    1.16 Foreign
      Subscriber.
      The
      Subscriber hereby represents that it has satisfied itself as to the full
      observance of the laws of its jurisdiction in connection with any invitation
      to
      subscribe for the Securities or any use of this Subscription Agreement,
      including: (a) the legal requirements within its jurisdiction for the purchase
      of the Securities; (b) any foreign exchange restrictions applicable to such
      purchase; (c) any governmental or other consents that may need to be obtained;
      and (d) the income tax and other tax consequences, if any, that may be relevant
      to the purchase, holding, redemption, sale or transfer of the Securities. Such
      Subscriber’s subscription and payment for, and its continued beneficial
      ownership of the Securities, will not violate any applicable securities or
      other
      laws of the Subscriber’s jurisdiction.

     

    1.17 Closing
      Conditions.
      The
      Subscriber understands and hereby acknowledges that:

     

    1.17.1 
      Pursuant
      to the terms of the Acquisition Agreement dated December 29, 2006 entered into
      by and among the Company, Flex Fuels Energy Limited (“Flex Fuels”), the
      shareholders of Flex Fuels and the individuals signatory thereto annexed as
      Exhibit 10.1 to the Current Report filed by the Company with the SEC on Form
      8-K
      on January 5, 2007, the Completion Conditions of the acquisition of Flex Fuels
      and closing conditions of this Offering, include, but are not limited to (i)
      the
      satisfaction of various material terms of the Agreement, (ii) the closing of
      a
      financing in the minimum amount of net proceeds of $12,150,000 to our company,
      (iii) during the third and fourth months of the Interim Period (as defined
      in
      the Agreement), in our absolute discretion, us not concluding that the prospects
      for success of the Flex Fuels’ business do not justify proceeding to closing,
      (iv) the transactions contemplated under the Agreement having been approved
      by
      any regulatory authorities having jurisdiction over the transactions
      contemplated; (v) the delivery of the Voting Trust Agreements entered into
      by
      our shareholders holding in aggregate at least 10.5% of the issued and
      outstanding shares of our Common Stock at closing (the “10.5% Shareholders”), a
      form of which is annexed to Exhibit B as Exhibit 10.2, (vi) the delivery by
      us
      of the Lock-up Agreements entered into by the 10.5% Shareholders, a form of
      which is annexed to Exhibit B as Exhibit 10.3, (vii) the delivery by us to
      Flex
      Fuels in a reasonable manner of a confirmation that our Common Stock has been
      approved for listing on the Principal Market (as defined in the Agreement),
      (viii) entry by Flex Fuels into all of the Completion Agreements set forth
      in
      Schedule 7 attached to the Agreement, (ix) completion and delivery to us of
      Flex
      Fuels’ audited financial statements for the period from inception to December
      31, 2006 (subject to adjustment), and (x) in the event of the closing of the
      Minimum Offering, there being 62,922,734 shares of common stock issued and
      outstanding, and in the event of the closing of the Maximum Offering (subject
      to
      the mutual agreement of Flex Fuels and the Company), there being 64,589,401
      shares of common stock issued and outstanding.

     


    
      
         

        
        

      

      
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      1.17.1 
        Pursuant
        to the terms of the Acquisition Agreement dated December 29, 2006 entered
        into
        by and among the Company, Flex Fuels Energy Limited (“Flex Fuels”), the
        shareholders of Flex Fuels and the individuals signatory thereto annexed
        as
        Exhibit 10.1 to the Current Report filed by the Company with the SEC on Form
        8-K
        on January 5, 2007, the Completion Conditions of the acquisition of Flex
        Fuels
        and closing conditions of this Offering, include, but are not limited to
        (i) the
        satisfaction of various material terms of the Agreement, (ii) the closing
        of a
        financing in the minimum amount of net proceeds of $12,150,000 to our company,
        (iii) during the third and fourth months of the Interim Period (as defined
        in
        the Agreement), in our absolute discretion, us not concluding that the prospects
        for success of the Flex Fuels’ business do not justify proceeding to closing,
        (iv) the transactions contemplated under the Agreement having been approved
        by
        any regulatory authorities having jurisdiction over the transactions
        contemplated; (v) the delivery of the Voting Trust Agreements entered into
        by
        our shareholders holding in aggregate at least 10.5% of the issued and
        outstanding shares of our Common Stock at closing (the “10.5% Shareholders”), a
        form of which is annexed to Exhibit B as Exhibit 10.2, (vi) the delivery
        by us
        of the Lock-up Agreements entered into by the 10.5% Shareholders, a form
        of
        which is annexed to Exhibit B as Exhibit 10.3, (vii) the delivery by us to
        Flex
        Fuels in a reasonable manner of a confirmation that our Common Stock has
        been
        approved for listing on the Principal Market (as defined in the Agreement),
        (viii) entry by Flex Fuels into all of the Completion Agreements set forth
        in
        Schedule 7 attached to the Agreement, (ix) completion and delivery to us
        of Flex
        Fuels’ audited financial statements for the period from inception to December
        31, 2006 (subject to adjustment), and (x) in the event of the closing of
        the
        Minimum Offering, there being 62,922,734 shares of common stock issued and
        outstanding, and in the event of the closing of the Maximum Offering (subject
        to
        the mutual agreement of Flex Fuels and the Company), there being 64,589,401
        shares of common stock issued and outstanding.

    

     

    1.17.2 Moreover,
      prior to the closing of this Offering, in order to satisfy the aforementioned
      Completion Conditions, the Company shall effect a 5 for 1 dividend in kind
      (the
“Dividend”), (ii) subsequent to the Dividend enter into agreements with certain
      of its current shareholders to retire portions of their holding such that the
      issued and outstanding amount of the Company’s common stock immediately before
      the closing of this Offering shall be approximately 23,006,525, and (iii)
      simultaneously with, the closing of this Offering the Company will issue
      24,854,480 shares of its common stock to shareholders of Flex
      Fuels.

     

    1.17.3
      The closing of this Offering is conditional on the Completion (closing) of
      the
      Agreement (as defined in Section 8 of the Agreement) and the Completion of
      the
      Agreement (as defined in Section 8 of the Agreement) (i) is conditional on
      the
      successful closing of the Offering, (ii) shall take place simultaneously with
      the closing of this Offering, and (iii) is a closing condition of this
      Offering.

     

    The
      Company cannot provide any guarantee that the Completion Conditions will be
      satisfied or that it will be successful in its efforts to complete the Main
      Funding. 

     

    1.18
       Lock-up
      Period.
      The
      Subscriber understands and agrees that the Subcriber will not sell the Shares
      for a period of twelve months from the date of the Subscriber’s purchase, unless
      permitted earlier by the Company. Notwithstanding the foregoing, by purchasing
      the Shares the Subscriber agrees to be bound by any lock-up period required
      by
      state regulatory
      agencies or any other governmental regulation, including but not limited, to
      those distribution limitations set forth in Section 1.6 of this
      Agreement.

     


    
      
         

        
        

      

      
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    regulatory
      agencies or any other governmental regulation, including but not limited, to
      those distribution limitations set forth in Section 1.6 of this
      Agreement.

     

    
      	 	
              II.

            	
              REPRESENTATIONS
                BY THE COMPANY

            


    

     

    The
      Company represents and warrants to the Subscriber, except as set forth in the
      disclosure schedules attached hereto:

     

    2.1 Organization,
      Good Standing and Qualification. The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada and has full corporate power and authority
      to conduct its business.

    


    2.2 Capitalization
      and Voting Rights.
      Except
      as set forth on Schedule 2.2 and the Company’s SEC filings, issued and
      outstanding capital stock of the Company is as set forth in the Company’s
      Registration Statement filed with the SEC on Form SB-1 on August 4, 2006, and
      all issued and outstanding shares of the Company are validly issued, fully
      paid
      and nonassessable. Except as set forth in the Offering Documents and the
      Company’s SEC filings, there are no outstanding options, warrants, agreements,
      convertible securities, preemptive rights or other rights to subscribe for
      or to
      purchase any shares of capital stock of the Company. Except as set forth in
      the
      Offering Documents and the Company’s SEC filings, and as otherwise required by
      law, there are no restrictions upon the voting or transfer of any of the shares
      of capital stock of the Company pursuant to the Company’s Articles of
      Incorporation (the “Articles of Incorporation”), By-Laws or other governing
      documents or any agreement or other instruments to which the Company is a party
      or by which the Company is bound.

    


    2.3 Authorization;
      Enforceability. The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the (i) authorization execution, delivery and performance of this Agreement
      by
      the Company; and (ii) authorization, sale, issuance and delivery of the
      Securities contemplated hereby and the performance of the Company’s obligations
      hereunder has been taken. This Agreement has been duly executed and delivered
      by
      the Company and constitutes a legal, valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms, subject
      to laws of general application relating to bankruptcy, insolvency and the relief
      of debtors and rules of law governing specific performance, injunctive relief
      or
      other equitable remedies, and to limitations of public policy. The Common Stock,
      when issued and fully paid for in accordance with the terms of this Agreement,
      will be validly issued, fully paid and nonassessable. The issuance and sale
      of
      the Shares of Common Stock contemplated hereby will not give rise to any
      preemptive rights or rights of first refusal on behalf of any person which
      have
      not been waived in connection with this offering.

    


    2.4 No
      Conflict; Governmental Consents.

    


    (a) The
      execution and delivery by the Company of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the violation of any
      material law, statute, rule, regulation, order, writ, injunction, judgment
      or
      decree of any court or governmental
      authority to or by which the Company is bound, or of any provision of the
      Articles of Incorporation or By-Laws of the Company, and will not conflict
      with,
      or result in a material breach or violation of, any of the terms or provisions
      of, or constitute (with due notice or lapse of time or both) a default under,
      any lease, loan agreement, mortgage, security agreement, trust indenture or
      other agreement or instrument to which the Company is a party or by which it
      is
      bound or to which any of its properties or assets is subject, nor result in
the
      creation or imposition of any lien upon any of the properties or assets of
      the
      Company.


    
      
         

        
        

      

      
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    governmental
      authority to or by which the Company is bound, or of any provision of the
      Articles of Incorporation or By-Laws of the Company, and will not conflict
      with,
      or result in a material breach or violation of, any of the terms or provisions
      of, or constitute (with due notice or lapse of time or both) a default under,
      any lease, loan agreement, mortgage, security agreement, trust indenture or
      other agreement or instrument to which the Company is a party or by which it
      is
      bound or to which any of its properties or assets is subject, nor result in
      the
      creation or imposition of any lien upon any of the properties or assets of
      the
      Company.

    


    (b) No
      consent, approval, authorization or other order of any governmental authority
      is
      required to be obtained by the Company in connection with the authorization,
      execution and delivery of this Agreement or with the authorization, issue and
      sale of the Shares, except such filings as may be required to be made with
      the
      SEC, NASD, NASDAQ and with any state or foreign blue sky or securities
      regulatory authority.

    


    2.5 Licenses.
      Except
      as otherwise set forth in the Offering Documents, the Company has sufficient
      licenses, permits and other governmental authorizations currently required
      for
      the conduct of its business or ownership of properties and is in all material
      respects in compliance therewith.

    


    2.6 Litigation. Except
      as
      may be disclosed in the Offering Documents and the Company’s SEC filings, the
      Company knows of no pending or threatened legal or governmental proceedings
      against the Company which could materially adversely affect the business,
      property, financial condition or operations of the Company or which materially
      and adversely questions the validity of this Agreement or any agreements related
      to the transactions contemplated hereby or the right of the Company to enter
      into any of such agreements, or to consummate the transactions contemplated
      hereby or thereby. The Company is not a party or subject to the provisions
      of
      any order, writ, injunction, judgment or decree of any court or government
      agency or instrumentality which could materially adversely affect the business,
      property, financial condition or operations of the Company. There is no action,
      suit, proceeding or investigation by the Company currently pending in any court
      or before any arbitrator or that the Company intends to initiate.

    


    2.7 Disclosure.
      The
      information set forth in the Offering Documents as of the date hereof contains
      no untrue statement of a material fact nor omits to state a material fact
      necessary in order to make the statements contained therein, in light of the
      circumstances under which they were made, not misleading.

    


    2.8 Investment
      Company.
      The
      Company is not an “investment company” within the meaning of such term under the
      Investment Company Act of 1940, as amended, and the rules and regulations of
      the
      SEC thereunder.

    


    2.9 Intellectual
      Property.

    


    (a) To
      the
      best of its knowledge, the Company owns or possesses sufficient legal rights
      to
      all patents, trademarks, service marks, trade names, copyrights, trade secrets,
      licenses, information and other proprietary rights and processes necessary
      for
      its business as now conducted and as presently proposed to be conducted, without
      any known infringement of the rights of others. Except as otherwise set forth
      in
      the Offering Documents, there are no material outstanding options, licenses
      or
      agreements of any kind relating to the foregoing proprietary rights, nor is
      the
      Company bound by or a party to any material options, licenses or agreements
      of
      any kind with respect to the patents, trademarks, service marks, trade names,
      copyrights, trade secrets, licenses, information and other proprietary rights
      and processes of any other person or entity other than such licenses or
      agreements arising from the purchase of “off the shelf” or standard products.
      The Company has not received any written communications alleging that the
      Company has violated or, by conducting its business as presently proposed to
      be
      conducted, would violate any of the patents, trademarks, service marks, trade
      names, copyrights or trade secrets or other proprietary rights of any other
      person or entity. 


    
      
         

        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    


    (b) Except
      as
      otherwise set forth in the Offering Documents, the Company is not aware that
      any
      of its employees is obligated under any contract (including licenses, covenants
      or commitments of any nature) or other agreement, or subject to any judgment,
      decree or order of any court or administrative agency, that would interfere
      with
      their duties to the Company or that would conflict with the Company’s business
      as presently conducted. 

    


    (c) Neither
      the execution nor delivery of this Agreement, nor the carrying on of the
      Company’s business by the employees of the Company, nor the conduct of the
      Company’s business as presently conducted, will, to the Company’s knowledge,
      conflict with or result in a breach of the terms, conditions or provisions
      of,
      or constitute a default under, any contract, covenant or instrument under which
      any employee is now obligated.

    


    (d) To
      the
      best of the Company’s knowledge, no employee of the Company, nor any consultant
      with whom the Company has contracted, is in violation of any term of any
      employment contract, proprietary information agreement or any other agreement
      relating to the right of any such individual to be employed by, or to contract
      with, the Company because of the nature of the business conducted by the
      Company; and to the best of the Company’s knowledge the continued employment by
      the Company of its present employees, and the performance of the Company’s
      contracts with its independent contractors, will not result in any such
      violation. The Company has not received any written notice alleging that any
      such violation has occurred. Except as otherwise set forth in the Offering
      Documents, no employee of the Company has been granted the right to continued
      employment by the Company or to any compensation following termination of
      employment with the Company except for any of the same which would not have
      a
      material adverse effect on the business of the Company. The Company is not
      aware
      that any officer, key employee or group of employees intends to terminate his,
      her or their employment with the Company, nor does the Company have a present
      intention to terminate the employment of any officer, key employee or group
      of
      employees.

    


    2.10
       Title
      to Properties and Assets; Liens, Etc.
      The
      Company has good and marketable title to its properties and assets, including
      the properties and assets reflected in the most recent balance sheet included
      in
      the Financial Statements, and good title to its leasehold estates, in each
      case
      subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
      (a) those resulting from taxes which have not yet become delinquent; (b) liens
      and encumbrances which do not materially detract from the value of the property
      subject thereto or materially impair the operations of the Company; and (c)
      those that have otherwise arisen in the ordinary course of business. The Company
      is in compliance with all material terms of each lease to which it is a party
      or
      is otherwise bound.


    
      
         

        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    


    2.11 Obligations
      to Related Parties.
      Except
      as described in the Offering Documents, there are no obligations of the Company
      to officers, directors, stockholders, or employees of the Company other than
      (a)
      for payment of salary or other compensation for services rendered, (b)
      reimbursement for reasonable expenses incurred on behalf of the Company and
      (c)
      for other standard employee benefits made generally available to all employees
      (including stock option agreements outstanding under any stock option plan
      approved by the Board of Directors of the Company). Except as may be disclosed
      in the Offering Documents, the Company is not a guarantor or indemnitor of
      any
      indebtedness of any other person, firm or corporation.

    


    2.12 Failure
      to Satisfy the Completion Conditions. In
      the
      event the Completion Conditions, as defined in the Memorandum and set forth
      in
      Section 1.17 of this Agreement, are not satisfied during the Offering Period
      (subject to applicable extensions), the Escrow Agent shall receive written
      notice executed by a duly authorized executive officer of both the Company
      and
      ICP indicating that this Offering has been terminated and designating a
      termination date, and shall return to each Subscriber, all funds received from
      such Subscriber, pursuant to this Offering (without interest or deduction)
      and
      all documents delivered by such Subscriber to the Escrow Agent. 

    


    2.13
       Onnshore
      Transaction. The
      Company reserves the right to sell the Shares to Accredited Investors who are
      U.S. Persons via an exemption, if available, from registration under Section
      4(2) of, and/or Regulation D promulgated under, the Securities Act of 1933,
      as
      amended. However, this Agreement does not constitute an offer to sell or the
      solicitation of an offer to buy securities in the United States or to U.S.
      Persons.

     

    III.
       MISCELLANEOUS

    


    3.1 Notice.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Subscription Agreement must be in writing and
      will
      be deemed to have been delivered: (a) upon receipt, when delivered personally,
      (b) upon receipt, when sent by facsimile (provided confirmation of transmission
      is mechanically or electronically generated and kept on file by the sending
      party), or (c) one (1) business day after deposit with an overnight courier
      service, in each case properly addressed to the party to receive the same.
      The
      addresses and facsimile numbers for such communications shall be:

     

    If
      to the
      Company:

    


    Malibu
      Minerals, Inc.

    Suite
      510
      - 999 West Hastings Street

    Vancouver,
      British Columbia, Canada V6C 2W2

    Attn:
       James
      Laird

    Facsimile:
      


    
      
         

        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    With
      a
      copy to (which shall not constitute notice):

    


    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas, 21st
      Floor

    New
      York,
      NY 10018

    Attn:
       Richard
      A. Friedman, Esq

    Facsimile:
      (212) 930-9725

    


    If
      to the
      Subscriber, to its address and facsimile number set forth at the end of this
      Subscription Agreement, or to such other address and/or facsimile number and/or
      to the attention of such other person as specified by written notice given
      to
      the Company five (5) days prior to the effectiveness of such change. Written
      confirmation of receipt (a) given by the recipient of such notice, consent,
      waiver or other communication, (b) mechanically or electronically generated
      by
      the sender’s facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission, or (c) provided
      by
      an overnight courier service shall be rebuttable evidence of personal service,
      receipt by facsimile or receipt from an overnight courier service in accordance
      with clause (a), (b) or (c) above, respectively.

     

    3.2 Entire
      Agreement; Amendment.
      This
      Subscription Agreement supersedes all other prior oral or written agreements
      between the Subscriber, the Company, their affiliates and persons acting on
      their behalf with respect to the matters discussed herein, and this Subscription
      Agreement and the instruments referenced herein contain the entire understanding
      of the parties with respect to the matters covered herein and therein and,
      except as specifically set forth herein or therein, neither the Company nor
      the
      Subscriber makes any representation, warranty, covenant or undertaking with
      respect to such matters. No provision of this Subscription Agreement may be
      amended or waived other than by an instrument in writing signed by the Company
      and the holders of at least a majority of the Securities then outstanding
      (determined on an as exercised to common stock basis) (or if prior to the
      closing, the Subscribers purchasing at least a majority of the Securities to
      be
      purchased at the closing). No such amendment shall be effective to the extent
      that it applies to less than all of the holders of the Securities then
      outstanding.

     

    3.3 Severability.
      If any
      provision of this Subscription Agreement shall be invalid or unenforceable
      in
      any jurisdiction, such invalidity or unenforceability shall not affect the
      validity or enforceability of the remainder of this Subscription Agreement
      in
      that jurisdiction or the validity or enforceability of any provision of this
      Subscription Agreement in any other jurisdiction.

     

    3.4 Governing
      Law; Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed by, and construed in accordance with the laws of
      the
      State of New York without regard to the choice of law principles thereof. Each
      of the parties hereto irrevocably submits to the exclusive jurisdiction of
      the
      courts of the State of New York for the purpose of any suit, action, proceeding
      or judgment relating to or arising out of this Agreement and the transactions
      contemplated hereby. Service of process in connection with any such suit, action
      or proceeding may be served on each party hereto anywhere in the world by the
      same methods as are specified for the giving of notices under this Agreement.
      Each of the parties hereto irrevocably consents to the jurisdiction of any
      such
      court in any such suit, action or proceeding and to the laying of venue in
      such
      court. Each party hereto irrevocably waives any objection to the laying of
      venue
      of any such suit, action or proceeding brought in such courts and irrevocably
      waives any claim that any such suit, action or proceeding brought in any such
      court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
      WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
      TO
      THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
      AS TO
      THIS WAIVER.

    


    3.5 Headings.
      The
      headings of this Subscription Agreement are for convenience of reference and
      shall not form part of, or affect the interpretation of, this Subscription
      Agreement.

    


    3.6 Successors
      And Assigns.
      This
      Subscription Agreement shall be binding upon and inure to the benefit of the
      parties and their respective successors and assigns. The Company shall not
      assign this Subscription Agreement or any rights or obligations hereunder
      without the prior written consent of the holders of at least a majority the
      Securities then outstanding, except by merger or consolidation. The Subscriber
      shall not assign its rights hereunder without the consent of the Company, which
      consent shall not be unreasonably withheld.

    


    3.7 No
      Third Party Beneficiaries.
      This
      Subscription Agreement is intended for the benefit of the parties hereto and
      their respective permitted successors and assigns, and is not for the benefit
      of, nor may any provision hereof be enforced by, any other person.

     

    3.8 Survival.
      The
      representations and warranties of the Company and the Subscriber contained
      in
      Articles I and II and the agreements set forth this Article III shall survive
      closing for a period of two years.

     

    3.9 Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Subscription Agreement and the consummation of the transactions contemplated
      hereby.

     

    3.10 No
      Strict Construction.
      The
      language used in this Subscription Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

     

    3.11 Legal
      Effect.
      The
      Subscriber acknowledges that: (a) it has read this Subscription Agreement and
      the exhibits hereto; and (b) it understands the terms and consequences of this
      Subscription Agreement and is fully aware of its legal and binding
      effect.

     

    3.12 Counterparts.
      This
      Subscription Agreement may be executed in two or more identical counterparts,
      all of which shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party; provided that a facsimile signature shall be considered due
      execution and shall be binding upon the signatory thereto with the same force
      and effect as if the signature were an original, not a facsimile
      signature.

     

    [Signature
      page follows.]

     

    


     

     


    
      
         

        
        

      

      
        11

        
          

        

      

      
        
        

      

    


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

     

    
      	
               

              ______________________________________

              Name
                of Subscriber

            	
               

              No.
                of Shares: 

               

              ____________________

            
	
               

              ______________________________________

              Signature

            
	
               

              ______________________________________

              Name
                (Please Print)

            


    

     

    ______________________________________

    Title

    


     

     ______________________________________

    Address
      of Subscriber

    


     

     

    


    


    


    


    Subscription
      Accepted:

    


    MALIBU
      MINERALS, INC.

    


    


    By:
      _________________________

    Name:
      James Laird

    Title:
      Chief Executive Officer