ex10_1.htm


    
      

    

    Exhibit
      10.1

    Satellite
      Security Corporation

    P.O.
      Box
      880263

    San
      Diego, California 92168

    


    Re:           Subscription
      for $50,000 of Common Stock

    


    To
      Whom
      It May Concern:

     

    The
      following representations and warranties are provided to Satellite Security
      Corporation (the "Issuer") in connection with the subscription of the
      undersigned ("Investor") for $50,000 worth of shares of common stock of the
      Issuer (the "Shares"), which amount of money Investor has delivered to the
      Issuer.  The Shares shall be issued to Investor by the Issuer from
      time to time upon written notice provided to the Issuer by Investor (the
      "Notice").  The Notice must state the dollar amount worth of Shares
      that Investor then desires to acquire.  Issuer shall promptly cause to
      be issued to Investor such number of Shares that equals the dollar amount worth
      of Shares that Investor then desires to acquire divided by the closing price
      of
      the common stock of the Issuer on the date Investor provides the Issuer with
      the
      Notice.

     

    Investor
      makes the following representations and warranties with the understanding that
      the Issuer will rely upon them in its determination of whether the
      above-described issuances meets the requirements of the "private offering"
      exemption provided in Section 25102(f) of the California Corporations Code
      and
      certain exemptions provided under the Securities Act of 1933, as
      amended.

     

    
      	
               

            	
              1.

            	
              The
                Shares are being purchased by Investor for investment only, for his
                own
                account, and not with a view to or for sale in connection with any
                distribution of the Shares.  Investor will not take, or cause to
                be taken, any action, which would cause him to be deemed an underwriter
                with respect to the Shares.

            


    

    
      	
               

            	
              2.

            	
              Investor
                is the sole director and chief executive officer of the
                Issuer.  Investor has access to such financial, business and
                other information regarding the Issuer as is necessary in order to
                evaluate the risks of investing in
                it.

            


    

    
      	
               

            	
              3.

            	
              Investor
                is experienced in investments such as the one he proposes to make
                in the
                Issuer and can afford to lose all of his investment in the
                Issuer.

            


    

    
      	
               

            	
              4.

            	
              By
                reason of his business and financial experience, Investor is capable
                of
                evaluating the risks and benefits of his investment in the Issuer
                and
                protecting his interests in connection with the
                business.

            


    

    
      	
               

            	
              5.

            	
              The
                issuance of the Shares has not been accompanied by the publication
                of any
                advertisement.

            


    

    
      	
               

            	
              6.

            	
              Investor
                understands that the certificate(s) evidencing the Shares will be
                stamped
                or otherwise imprinted with conspicuous legends in the form set forth
                on
                Exhibit A, and that the Shares have not, and will not, be registered
                under
                the Securities Act of 1933, as amended, or qualified under the California
                Securities Law of 1968.  Investor therefore understands that the
                Shares may not be sold without compliance with the registration
                requirements of federal and applicable state securities laws unless
                an
                exemption from such laws is
                available.

            


    

    
      	
               

            	
              7.

            	
              Investor
                will notify the Issuer immediately of any change in the above information,
                which occurs before the issuance of Shares to
                him.

            


    

    


    The
      foregoing representations and warranties are given on September 30, 2007 at
      San
      Diego, California

     

    
      	 	
              /s/
                Zirk Engelbrecht

            
	 	
              Zirk
                Engelbrecht

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    


    THIS
      SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933
      ("ACT") AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF CALIFORNIA OR ANY
      OTHER STATE AND MAY NOT BE OFFERED AND SOLD UNLESS REGISTERED AND/OR QUALIFIED
      PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE
      SKY
      LAWS OR AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLICABLE THERETO.
      NO SALE OR TRANSFER OF THE SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER
      SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO
      ANY
      SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED
      UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE OR BLUE SKY
      LAWS, OR (B) THE ISSUER SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL
      SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT
      REQUIRED.

     

    
      
        
        

      

      
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    SIGNATURES

    


    In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.

     

    
      	 	
              SATELLITE
                SECURITY CORPORATION

            
	 	 
	 	
              By:  /s/
                Mr.  Zirk Engelbrecht

            
	 	
              Mr.  Zirk Engelbrecht

            
	 	
              Chief
                Executive Officer

            
	
              Dated:  November
                19, 2007

            	 


    

     

     

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