Exhibit 10.17

Subscription
AgreementAtlas
Minerals Inc.,A
Colorado Corporation

Atlas  Minerals
Inc.  (the  Company)  is  offering  to  sell  to  the  undersigned  investor,
Thomas G.  Kiser,  one  hundred  thousand  (100,000)  shares of common  stock of the
Company  $.01 par value ("the  Shares") for an aggregate purchase price of
$25,000.

Representations
and Warranties:

In
connection with the delivery of the Shares, the undersigned hereby represents
and warrants to the Company that:

1.   The
undersigned understands that the Shares offered hereunder have not been approved
or disapproved by the Securities and Exchange Commission or any State Securities
Commission nor has the Securities and Exchange Commission or any State
Securities Commission passed upon the accuracy of any information provided to
the undersigned or made any finding or determination as to the fairness of the
offering of the Shares of the Company.

2.   The
undersigned affirms that all information that the undersigned has provided to
the Company either directly, or indirectly, concerning the undersigned, the
undersigneds financial position and the undersigneds knowledge of
financial and business matters is accurate and complete as of the date of this
agreement.

3.   The
undersigned is purchasing the Shares from the Company for the undersigneds
own account without the participation of any other person and with the intent of
holding the Shares for investment and without the intent of participating
directly or indirectly in a distribution of the Shares or any portion thereof,
and not with a view to, or for resale in connection with, any distribution of
the Shares or any portion thereof.

4.   The
undersigned believes that, based on the undersigneds business experience
as an accredited investor and based on the undersigneds economic
bargaining power, the undersigned has been provided with all information or been
given access to all information with respect to the Company, the planned future
activities of the Company, its capital needs, its prospects for failure and
success, and all such other factors that the undersigned considers material
which might affect the undersigneds decision whether to purchase the
Shares on the undersigneds behalf.

5.   The
undersigned has met and had conversations with certain of the Companys
officers and shareholders, and has had the opportunity to ask questions of, and
receive answers from, such persons concerning all aspects of the Company,
including, without limitation, the Distribution of share ownership and the
proposed use of proceeds from the sale of the Shares. The undersigned fully
understands that this Offering has not been registered under the Securities Act
of 1933, as amended (the 1933 Act), and in reliance upon exemptions
therefrom, and accordingly, to the extent that the undersigned is not supplied
with information which would have been contained in a registration statement
filed under the Securities Acts, the undersigned must rely upon the
undersigneds own access to such information.

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6.   The
undersigned has the right, power and authority to effect the purchase of the
Shares and the purchase of the Shares does not violate any agreement,
understanding or arrangement that the undersigned may have with any other party.

7.   The
undersigned has previously invested in securities which were restricted as to
their transfer and has reviewed and understands Rule 144 of the 1933 Act.

8.   The
undersigned is an accredited investor, as such term is defined in Rule 501(a)
promulgated by the Securities and Exchange Commission (the
Commission) under the 1933 Act. The undersigned understands the risk
of this investment, and has such knowledge and experience in financial and
business matters that the undersigned is capable of evaluating the merits and
risks of an investment in the Shares.

9.   The
undersigned is not investing in the Shares based upon any representation, oral
or written, by any person with respect to the future value, if any, of, or the
income, if any, from the Shares. The undersigned has made an independent
examination of, and judgment with respect to, the Companys prospects and
the Shares. The undersigned has been advised by the Company that the undersigned
should consult with the undersigneds legal and financial advisors with
respect to the investment in the Shares offered by the Company.

10.   The
undersigned is a resident of the State of Florida.

11.  
The undersigned acknowledges that the undersigned must continue to bear the
economic risk of the investment in the Shares for an indefinite period and
recognizes that the Shares will be (i) sold without registration under any state
or federal law relating to the registration of securities for sale; (ii) issued
and sold in reliance on the exemption from registration provided by State
securities laws and (iii) issued and sold in reliance on exemptions from
registration provided by the 1933 Act and the General Rules and Regulations of
the Commission promulgated thereunder.

12.  
The undersigned will in any event offer, sell, pledge, convey or otherwise
transfer the Shares or any portion thereof, only if (i) pursuant to an effective
registration statement under the 1933 Act and any and all applicable state
securities or Blue Sky laws or in a transaction which is otherwise in compliance
with the 1933 Act and such laws; and (ii) the undersigned has furnished evidence
satisfactory to the Company of compliance with the laws of such jurisdictions
which, in the opinion of the Company, may be applicable, it being understood
that the Company shall be entitled to require and rely upon an opinion of
counsel satisfactory to it with respect to compliance with said laws.

13.  
The undersigned is aware that the Company will be under no obligation and has no
intention to register the Shares or any portion thereof, or to comply with any
exemption available for the offer or sale of the Shares or any portion thereof,
without registration, and that the information and conditions necessary to
permit routine sales of the Shares, or any portion thereof, under Rule 144 of
the 1933 Act are not now available and may not become available, and the Company
is under no obligation to act in any manner so as to make Rule 144 available
with respect to the Shares or any portion thereof.

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14.  
The undersigned understands that a restrictive legend in substantially the
following form will be imprinted on the certificates evidencing the Shares and
stop transfer orders or other appropriate instructions to such effect will be
maintained against the transfer of the Shares on the transfer records of the
Corporation or its transfer agent.

The
securities represented by this Certificate have not been registered under the
Securities Act of 1933 (the 1933 Act). The Securities have been
acquired for investment and may not be sold, transferred, pledged or otherwise
disposed of in the absence of an effective Registration Statement for the
securities under the 1933 Act or an opinion of counsel satisfactory to the
issuer that the proposed disposition of the securities will not violate Section
5 of the 1933 Act.

15.  
The undersigned understands that the Shares are a highly speculative investment
involving a high degree of risk and are suitable only for persons of substantial
means who have no need for liquidity with respect to their investment in the
Shares and who can afford a total loss of their entire investment without
hardship.

16.  
The undersigned is not aware of any remuneration or commission which is to be
paid to any person, directly or indirectly, in connection with soliciting the
purchase of the Shares.

17.  
The undersigned understands that the undersigned or the undersigneds
representatives have been and will continue to be provided with access to the
Companys financial records.

18.    The
undersigned shall indemnify and hold harmless the Company, its officers,  directors and
employees and any of its professional advisors, from and against  any and all loss,
damage, liability or expense, including costs and reasonable  attorneys fees, to
which they may become subject or which they may incur  by reason of or in connection with
any misrepresentation made by the undersigned  herein, any breach of any of the
undersigneds representations or  warranties made herein, or the undersigneds
failure to fulfill any of its  covenants or agreements herein.

19.  
The information about the Company which has been disclosed to the undersigned in
connection with the undersigneds purchase of the Shares is deemed to be
Confidential Information of the Company, and the undersigned
represents and warrants to, and hereby agrees with, the Company, that unless the
Company has consented in writing to the contrary, the undersigned will use the
undersigneds best efforts not to disclose such Confidential Information to
others or use any part of such Confidential Information that has been disclosed
to the undersigned, except any part thereof (i) which may be in the public
domain, or (ii) which may be independently disclosed to the undersigned by any
third party not itself in a confidential relationship with the Company, or (iii)
which may already be in possession (otherwise than through disclosure by the
Company or by any third party that is in a confidential relationship with the
Company) of the undersigned, or (iv) which the undersigned may be required to
disclose by order of a court or administrative agency having competent
jurisdiction; provided, however, that this paragraph shall be terminated and be
of no force or effect with respect to any such Confidential Information upon
such Confidential Information becoming a part of the public domain through
action by anyone other than the undersigned. The representations, warranties,
acknowledgments and covenants made by the undersigned herein extend to and apply
to all of the Shares acquired by the undersigned. Execution of the documents
evidencing the transfer of the Shares shall constitute a confirmation by the
undersigned that all of the representations, warranties and covenants made
herein shall be true and correct at such time.

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20.  
Notices. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or three (3) days
after deposit in the United States Post Office, by registered or certified mail,
addressed to a party at its address hereinafter shown below or at such address
which party may designated by ten (10) days advance written notice to the other
party.

21.    Applicable
Law. This  agreement  shall be construed in accordance  with and governed by the laws of
the State  of Colorado.

22.  
Arbitration. The undersigned acknowledges and agrees that any controversy or
claim arising our of or relating to this investment, shall be settled by
arbitration in accordance with the Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof.

23.    Headings.
The  headings  used in this  document  are for  organizational  purposes  only  and
should  not be  interpreted as altering in any way or eliminating provisions contained
herein.

24.  
Prior Documents Provided to Investor. This document is the only document which
you should review regarding our business. Any and all previous documents,
including offering circulars, prospectuses, business descriptions, subscription
documents or other documents previously provided to you are inapplicable to our
business and should not be relied upon.

25.   Entire
Agreement.  This  agreement  constitutes  the entire  agreement  between the parties
pertaining to the  subject matter hereof and supercedes any prior understandings, whether
oral or written.

Notice to
Residents of All States:
IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT  BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AS  AMENDED, AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR  EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO  BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Executed
this 9th day of September, 2003.

Name  of
Purchaser
By: Thomas G. Kiser
Signed: /s/ Thomas G. Kiser
Tax ID or Social Security Number ###-##-####
Executed at Clearwater Fl.
on this 9th day of September, 2003.

Atlas Minerals
Inc.
Accepted By:  Gary E. Davis
Signed: /s/ Gary E. Davis
Title: President
Executed at Lakewood, Colorado 
on this 9th day of September, 2003.

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