SUBSCRIPTION
      AGREEMENT

    


    


    Players
      Network

    4620
      Polaris Avenue

    Las
      Vegas, Nevada 89103

    


    Gentlemen:

    


    The
      undersigned understands that Players Network, a Nevada corporation (the
      "Company"), is offering for sale shares of its common stock, par value $.001
      per
      share ("Shares"), pursuant to a private placement memorandum (the "Memorandum")
      furnished with this Agreement, all as more particularly described and set forth
      in the Memorandum. The undersigned further understands that the offering is
      being made without registration of the Shares under the Securities Act of 1933,
      as amended (the "Securities Act"). Unless otherwise indicated, undefined
      capitalized terms used herein shall have the meanings set forth in the
      Memorandum.

    


    1. Subscription.
      Subject
      to the terms and conditions hereof and the provisions of the Memorandum, the
      undersigned hereby irrevocably subscribes for 750,000 Shares at a price of
      $.20
      per Share, which is payable as described in Section 3 hereof. The minimum
      number of Shares is -0-; provided, however, that the Company reserves the right
      to accept subscriptions for less than this number. 

    


    2. Acceptance
      of Subscription and Issuance of the Share.
      It is
      understood and agreed that the Company shall have the right to accept or reject
      this subscription in its sole discretion. Notwithstanding anything in this
      Agreement to the contrary, the Company shall have no obligation to issue any
      Shares to any person who is a resident of a jurisdiction in which the issuance
      of Shares to him would constitute a violation of the securities, "blue sky"
      or
      other similar laws of such jurisdiction (collectively referred to as the "State
      Securities laws").

    


    3. Payment
      for the Shares.
      Upon
      execution of this Agreement by a duly authorized officer of the Company, the
      Company shall deliver certificates representing the Shares purchased to the
      undersigned, upon receipt from the undersigned of the amount payable by bank
      or
      certified check for the Shares to be purchased.

    


    4. Representations
      and Warranties of the Company.
      The
      Company represents and warrants that:

    


    (a) the
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada, and has the requisite corporate power
      and
      authority to execute and deliver this Agreement and to perform its obligations
      hereunder;

    


    (b) the
      execution, delivery and performance of this Agreement, and the execution,
      issuance, sale and delivery of the certificate representing the Shares have
      been
      duly authorized by all necessary corporate action on the part of the Company;
      and

    


    (c) the
      Shares, when issued against delivery of the requisite consideration therefor,
      will be legally and validly issued, fully paid and non-assessable.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5. Representations
      and Warranties of the Undersigned.
      The
      undersigned hereby represents and warrants to the Company and to each officer,
      director, controlling person and agent of the Company that:

    


    (a) General:

    


    (i) The
      undersigned has all requisite authority to enter into this Agreement and to
      perform all the obligations required to be performed by the undersigned
      hereunder.

    


    (ii) Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any Shares to the undersigned by means of any form of general solicitation
      or
      general advertising. The undersigned has not received, paid or given, directly
      or indirectly, any commission or remuneration for or on account of any sale,
      or
      the solicitation of any sale, of any Shares.

    


    (iii) The
      undersigned has received no representations from the Company or from employees
      or agents of the Company other than those contained herein. In the decision
      to
      invest in the Shares, the undersigned has relied solely upon a review of the
      reports of the Company on file with the Securities Exchange Commission (the
      "Commission") and on the answers to such questions raised by the undersigned
      concerning the transaction.

    


    (b) Information
      Concerning the Company:

    


    (i) The
      undersigned is familiar with the business and financial condition, properties,
      operations and prospects of the Company. 

    


    (ii) The
      undersigned has been given full access to all material information concerning
      the condition, properties, operations and prospects of the Company. Among other
      things, the undersigned has received and examined the Memorandum, the Company's
      Annual Report on Form 10-KSB for the Company's last fiscal year and all
      Quarterly Reports on Form 10-QSB subsequent to the end of such fiscal year.
      The
      undersigned has had an opportunity to ask questions of, and to receive
      information from, the Company and persons acting on its behalf concerning the
      terms and conditions of the undersigned's investment in the Shares, and to
      obtain any additional information necessary to verify the accuracy of the
      information and data received by the undersigned. The undersigned is satisfied
      that there is no material information concerning the condition, properties,
      operations and prospects of the Company, of which the undersigned is
      unaware.

     

    
      
         

      

      
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    (iii) The
      undersigned has made such independent investigation of the Company, its
      management and related matters as the undersigned deemed to be necessary or
      advisable in connection with this investment; and the undersigned has received
      all information and data that the undersigned believes to be necessary in order
      to reach an informed decision as to the advisability of investing in the
      Shares.

    


    (iv) The
      undersigned understands that the purchase of the Shares involves various risks,
      including those outlined in the Memorandum. Among other risks, the undersigned
      understands that the Shares are not freely tradable and that no dividends are
      likely to be paid on the Shares at any time in the near future. 

    


    (c) Status
      of Undersigned:

    


    (i) The
      undersigned has such knowledge, skill and experience in business, financial
      and
      investment matters so that he is capable of evaluating the merits and risks
      of
      an investment in the Shares. To the extent necessary, the undersigned has
      retained at his own expense, and relied upon, appropriate professional advice
      regarding the investment, tax and legal merits and consequences of this
      Agreement and owning the Shares. 

    


    (ii) The
      undersigned represents that he has reviewed his financial condition and
      commitments and that, based on such review, the undersigned is satisfied that
      he
      (A) has adequate means of providing for his financial needs and possible
      contingencies, (B) has no present or contemplated future need to dispose of
      all or any of the Shares to satisfy any existing or contemplated undertaking,
      need or indebtedness, (C) is capable of bearing the economic risk of the
      investment in the Shares for the indefinite future, and (D) has assets or
      sources of income which, taken together, are more than sufficient so that the
      undersigned could bear the risk of loss of his entire investment in the Shares.
      The undersigned agrees to furnish any additional information requested to assure
      compliance with applicable federal and state securities laws in connection
      with
      the purchase and sale of the Shares. 

    


    (d) Restrictions
      on Transfer or Sale of Common Stock:

    


    (i) The
      undersigned is acquiring the Shares solely for his own beneficial account,
      for
      investment purposes, and not with a view to, or for resale in connection with,
      any distribution of such Shares. The undersigned understands that the Shares
      have not been registered under the Securities Act or any State Securities Laws
      because of exemptions provided for by Section 4(2) of the Securities Act, Rules
      505 and 506 of Regulation D under the Securities Act, and limited offering
      exemptions under the State Securities Laws of each jurisdiction in which the
      Shares will be offered. Certain of the foregoing exemptions depend in part
      upon
      the investment intent of the undersigned and of the other representations made
      by the undersigned in this Agreement. The undersigned understands that the
      Company is relying upon the representations and agreements contained in this
      Agreement (and any supplemental information) for the purpose of determining
      whether this transaction meets the requirements for such
      exemptions.

     

    
      
         

      

      
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    (ii) The
      undersigned understands that the Shares are "restricted" under applicable
      federal securities laws and that the Securities Act and the rules of the
      Commission provide in substance that the undersigned may dispose of the Shares
      only pursuant to an effective registration statement under the Securities Act
      or
      an exemption therefrom (such as pursuant to Rule 144 under the Securities
      Act),and the undersigned will carry (Piggy Back rights) and be included in
      any
      and all registrations prior to Rule 144, and the undersigned understands that
      the Company has no obligation or intention to register the Shares thereunder,
      or
      to take action so as to permit sales pursuant to the Securities Act (including
      Rule 144 thereunder). Accordingly, the undersigned understands that under the
      Commission's rules, the undersigned may dispose of the Shares principally only
      in "private placements" which are exempt from registration under the Securities
      Act, in which event the transferee will acquire "restricted securities" subject
      to the same limitations as in the hands of the undersigned. As a consequence,
      the undersigned understands that he must bear the economic risks of the
      investment in the Shares for an indefinite period of time.

    


    (iii) The
      undersigned agrees: (A) that he will not sell, assign, pledge, give,
      transfer or otherwise dispose of the Shares or any interest therein, or make
      any
      offer or attempt to do any of the foregoing, except pursuant to a registration
      of the Shares under the Securities Act and all applicable State Securities
      Laws
      or in a transaction which, in the written opinion of counsel for the undersigned
      satisfactory to the Company (which requirement may be waived by the Company
      upon
      advice of counsel), is exempt from the registration provisions of the Securities
      Act and all applicable State Securities Laws; (B) that the certificate for
      the Shares will bear a legend making reference to the foregoing restrictions;
      and (C) that the Company and any transfer agent for the Shares shall not be
      required to give effect to any purported transfer of the Shares except upon
      compliance with the foregoing restrictions.

    


    (iv) The
      undersigned has not offered or sold any portion of his Shares and has no present
      intention of reselling or otherwise disposing of any portion of his Shares
      either currently or after the passage of a fixed or determinable period of
      time
      or upon the occurrence or nonoccurrence of any predetermined event or
      circumstance.

    


    
      
         

      

      
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    6. Waiver,
      Amendment.
      Neither
      this Agreement nor any provisions hereof shall be modified, changed, discharged
      or terminated except by an instrument in writing signed by the party against
      whom any waiver, change, discharge or termination is sought.

    


    7. Assignability.
      Neither
      this Agreement nor any right, remedy, obligation or liability arising hereunder
      or by reason hereof shall be assignable by either the Company or the undersigned
      without the prior written consent of the other party.

    


    8. Applicable
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
      THE
      STATE OF NEVADA, REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES
      OF
      CONFLICTS OF LAW.

    


    9. Section
      and Other Headings.
      The
      section and other headings contained in this Agreement are for reference
      purposes only and shall not affect the meaning or interpretation of this
      Agreement.

    


    10. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed to be an original and all of which
      together shall be deemed to be one and the same agreement.

    


    11. Notices.
      All
      notices and other communications provided for herein shall be in writing and
      shall be deemed to have been duly given if delivered personally or sent by
      registered or certified mail, return receipt requested, postage
      prepaid:

    


    (a) If
      to the
      Company, to it at the following address:

    


    Players
      Network

    4620
      Polaris Avenue

    Las
      Vegas, Nevada 89103

    Attention:
      President

    


    (b) If
      to the
      undersigned, to him at the address set forth on the signature page hereto;
      or at
      such other address as either party shall have specified by notice in writing
      to
      the other.

    


    12. Binding
      Effect.
      The
      provisions of this Agreement shall be binding upon and accrue to the benefit
      of
      the parties hereto and their respective heirs, legal representatives, successors
      and assigns.

    


    13. Indemnification.
      The
      undersigned acknowledges that he understands the meaning and legal consequences
      of the representations, warranties, and covenants set forth in Section 5
      hereof and that the Company has relied and will rely upon such representations,
      warranties and covenants. Therefore, he hereby agrees to indemnify and hold
      harmless the Company and the officers, directors, controlling persons and agents
      of the Company from and against any and all loss, claim, damage, liability
      or
      expense, and any action in respect thereof, joint or several, to which any
      such
      person may become subject, due to or arising out a breach of any such
      representation, warranty, or covenant, together with all reasonable costs and
      expenses (including attorneys' fees) incurred by any such person in connection
      with any action, suit, proceeding, demand, assessment, or judgment incident
      to
      any of the matters so indemnified against. Notwithstanding the foregoing,
      however, no representation, warranty, acknowledgment, or agreement made herein
      by the undersigned shall in any manner be deemed to constitute a waiver of
      any
      rights granted to him under federal or state securities laws.

     

    
      
         

      

      
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    14. Survival.
      All
      representations, warranties and covenants contained in this Agreement and the
      indemnification contained in Section 13 shall survive (i) the
      acceptance of the subscription by the Company and (ii) the death or
      disability of the undersigned.

    


    15. Notification
      of Changes.
      The
      undersigned hereby covenants and agrees to notify the Company upon the
      occurrence of any event prior to the closing of the purchase of the Shares
      pursuant to this Agreement that would cause any representation, warranty, or
      covenant of the undersigned contained in this Agreement to be false or
      incorrect.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription

    


    Agreement
      this 10th day of October, 2007. 

    

      
        	 	
                /s/
                  Timothy Sean Shiah

              	 
	 	
                Signature

              	 
	
                 

              	 	 
	 	
                Timothy
                  Sean Shiah

              	 
	 	
                Print
                  Name

              	 
	 	 	 
	 	
                4491
                  Borreso Springs Way

              	 
	 	
                Number
                  and Street

              	 
	 	 	 
	 	
                Las
                  Vegas, NV 89129

              	 
	 	
                City,
                  State and Zip

              	 
	 	 	 
	 	
                 
                  

              	 
	 	
                SS#
                  or Tax ID

              	 


      

    

    
 

    Accepted
      as of

    


    October
      11, 2007

    


    Players
      Network

    


    By
      /s/
      Mark
      Bradley              
           

    Mark
      Bradley, President

     

    
      
         

      

      
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