EXHIBIT 10.1




SUBSCRIPTION
AGREEMENT




THIS
SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of
September __, 2008, by
and among US Uranium Inc., a Nevada corporation (the “Company”), Gottbetter &
Partners, LLP, as escrow agent (the “Escrow Agent”) (with respect
to Section 14 hereof only), and the investor identified on the signature page to
this Agreement (the “Investor”).




RECITALS:




WHEREAS,
to provide the capital required by the Company for working capital and other
purposes, the Company is offering (the “Offering”), in compliance with
Rule 506 of Regulation D and/or Regulation S of the Securities Act of 1933, as
amended (the “Securities
Act”), up to 200,000 shares of common stock, par value $0.001 per share
(“Common Stock”), of the
Company at a purchase price of $0.005 per share;




WHEREAS,
the Investor desires to subscribe for and purchase and acquire from the Company,
and the Company desires to sell and issue to the Investor, the number of shares
of Common Stock set forth on the signature page of this Agreement (the “Investor Shares”) upon the
terms and conditions and subject to the provisions hereinafter set forth;
and




WHEREAS,
in connection with the Offering, the Company has agreed to provide certain
registration rights to the Investor with respect to the Investor
Shares;




NOW,
THEREFORE, for and in consideration of the mutual premises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:




1.          
  Purchase
and Sale of the Shares.  Subject to the terms and conditions of
this Agreement, the Investor subscribes for and agrees to purchase and acquire
from the Company, and the Company agrees to sell and issue to the Investor, the
Investor Shares at the purchase price of $0.005 per share (the “Purchase Price”); provided, that the
Company reserves the right, in its sole discretion and for any reason, to reject
any Investor’s subscription in whole or in part, or to allot less than the
number of shares subscribed for.




2.         
   The
Closing.  The closing of the Offering (the “Closing;” the date on which
such Closing occurs hereinafter referred to as the “Closing Date”) shall be at the
offices of the Escrow Agent, Gottbetter & Partners, LLP, 488 Madison Avenue,
New York, New York 10022 (or such other place as is mutually agreed to by the
Company and the Investor).  On the Closing Date, the Escrow Agent
shall deliver the funds and Transaction Documents (as defined herein) held in
escrow as of the Closing Date pursuant to the terms of Section 14
hereof.  The parties acknowledge that there is no minimum amount which
must be received as a condition to closing; upon acceptance of a subscription by
the Company, the related funds will be released to the Company.  As
soon as practicable after the Closing Date, the Company shall issue and deliver,
or shall cause the issuance and delivery of, a stock certificate registered in
the name of the Investor and representing the shares of Common Stock purchased
in the Offering.









3.      
      Closing
Conditions.




a.           Conditions to Obligations of
Investors.  The obligations of the Investor hereunder in
connection with the Closing are subject to the satisfaction (or waiver) of the
following conditions: (i) the accuracy in all material respects on the Closing
Date of the representations and warranties of the Company contained herein; and
(ii) all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing Date shall have been
performed.




b.           Conditions to Obligations of
the Company.  The obligations of the Company hereunder in
connection with the Closing are subject to the satisfaction (or waiver) of the
following conditions: (i) the accuracy in all material respects when made and on
the Closing Date of the representations and warranties of the Investor contained
herein; (ii) all obligations, covenants and agreements of the Investor required
to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by the Investor of the items set forth in Section 4 of this
Agreement.




4.        
    Subscription
Procedure.  To complete a subscription for the shares of Common
Stock, the Investor must fully comply with the subscription procedure provided
in this Section on or before the Closing Date.




a.           Transaction
Documents.  Before the Closing Date, the Investor shall review,
complete and execute this Agreement and the Investor Questionnaire accompanying
this Agreement (collectively, the “Transaction Documents”) and
deliver the Transaction Documents to the Escrow Agent at the address provided
below.  Executed agreements and questionnaires may be delivered to the
Escrow Agent by facsimile or electronic mail (e-mail) using the facsimile number
or e-mail address provided below if the Investor immediately thereafter confirms
receipt of such transmission with the Escrow Agent and delivers the original
copies of the agreements and questionnaires to the Escrow Agent as soon as
practicable thereafter.




Escrow Agent – Mailing
Address and Facsimile Number:





Gottbetter
& Partners, LLP


488
Madison Avenue


New York,
NY  10022


Facsimile
Number:  (212) 400-6901


Telephone
Number:  (212) 400-6900


Attn:  Rachel
L. DeGenaro


E-mail
Address:  rlg@gottbetter.com




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b.           Purchase
Price.  Simultaneously with the delivery of the Transaction
Documents to the Escrow Agent as provided herein, and in any event on or prior
to the Closing Date, the Investor shall deliver to the Escrow Agent the full
Purchase Price for the Investor Shares by wire transfer of immediately available
funds pursuant to the following wire transfer instructions:




Bank:
              Citibank,
      N.A.
                330
      Madison Avenue, New York, New YorkABA
      Routing #:
              021000089Swift
      Code:
              CITIUS33Beneficiary:
              Gottbetter
      & Partners, LLP, Attorney Trust AccountAccount
      #:
              49061322Reference:
              “US
      Uranium Inc. – [insert Investor’s name]”


Gottbetter
& Partners Accounting Contact:


Vincent
DiPaola; telephone: (212) 400-6900; e-mail: vdp@gottbetter.com.




c.           Purchaser
Representative.  If the Investor has retained the services of
an investor representative to assist in evaluating the merits and risks
associated with investing in the Investor Shares, the Investor must deliver
along with the Transaction Documents, an investor representative questionnaire
in substantially the form accompanying this Agreement.




d.           Company
Discretion.  The Company may accept any subscription in whole
or in part or reject any subscription in its sole discretion for any reason and
may terminate this Offering at any time before accepting
subscriptions.  If any Investor’s subscription is rejected or if the
conditions to closing this Offering are not satisfied, or if this Offering is
otherwise terminated or withdrawn, funds delivered by the Investor to the Escrow
Agent will be returned to the Investor without interest or
deduction.




5.          
  Representations and
Warranties of the Company.  In order to induce the Investor to
enter into this Agreement, the Company represents and warrants to the Investor
the following:




a.           Subsidiaries.  The
Company has no direct or indirect subsidiaries other than those set forth in the
Exchange Act Documents (as defined in Section 5(g)).  Except as
disclosed in the Exchange Act Documents, the Company owns, directly or
indirectly, all of the capital stock of its subsidiaries free and clear of any
and all liens, and all the issued and outstanding shares of capital stock of
each subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights.




b.           Organization and
Qualification.  The Company is an entity duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  The Company is not in violation or default of any of the
provisions of its articles of incorporation or bylaws.  The Company is
duly qualified to conduct business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in (i) a material adverse effect on the
legality, validity or enforceability of any Transaction Document, (ii) a
material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company, or (iii) a
material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document (any of
(i), (ii) or (iii), a “Material
Adverse Effect”); and no proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.




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c.           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder.  The execution and delivery of each of the
Transaction Documents by the Company and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the
Company, its board of directors or stockholders in connection
therewith.  Each Transaction Document has been (or upon delivery will
have been) duly executed by the Company and, when delivered in accordance with
the terms hereof and thereof, will constitute the valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms
except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.




d.           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company, the issuance and sale of the Investor
Shares and the consummation by the Company of the other transactions
contemplated hereby and thereby do not and will not (i) conflict with or violate
any provision of the Company’s articles of incorporation or bylaws, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time, or both, would become a default) under, result in the creation of any lien
upon any of the properties or assets of the Company, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company debt or otherwise) or other understanding to
which the Company is a party or by which any property or asset of the Company is
bound or affected, or (iii) conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected; except in the case of each of clauses
(ii) and (iii), such as could not have, or reasonably be expected to result in,
a Material Adverse Effect.




e.           Approvals.  The
execution, delivery, and performance by the Company of this Agreement and the
offer and sale of the Investor Shares require no consent of, action by or in
respect of, or filing with, any person, governmental body, agency or official
other than those consents that have been obtained prior to the Closing and those
filings required to be made pursuant to the Securities Act and any State Acts
(as defined below) which the Company undertakes to file within the applicable
time period.




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f.           Capitalization.  Upon
issuance in accordance with the terms of this Agreement against payment of the
Purchase Price therefor, the Investor Shares will be duly and validly issued,
fully paid, and nonassessable and free and clear of all liens imposed by or
through the Company, and, assuming the accuracy of the representations and
warranties of the Investor and all other purchasers of shares in the Offering,
will be issued in accordance with a valid exemption from the registration or
qualification provisions of the Securities Act and any applicable U.S. state
securities laws (the “State
Acts”).  The Company has not issued any capital stock since its
most recently filed Exchange Act Document, and no person has any right of first
refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction
Documents.  All of the outstanding shares of capital stock of the
Company are validly issued, fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and none of such
outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities.  No further approval
or authorization of any stockholder, the board of directors of the Company or
others is required for the issuance and sale of the Investor
Shares.  There are no stockholders agreements, voting agreements or
other similar agreements with respect to the Company’s capital stock to which
the Company is a party or, to the knowledge of the Company, between or among any
of the Company’s stockholders.




g.           Exchange Act
Filing.  During the twelve (12) calendar months immediately
preceding the date of this Agreement, all reports and statements, including all
amendments, required to be filed by the Company with the U.S. Securities and
Exchange Commission (the “Commission”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), have been
timely filed.  Such filings, together with all amendments and all
documents incorporated by reference therein, are referred to as “Exchange Act
Documents.”  Each Exchange Act Document conformed in all
material respects to the requirements of the Exchange Act and the rules and
regulations thereunder, and no Exchange Act Document, at the time each such
document was filed, included any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.




h.           Company Financial
Statements. As of their respective dates, the financial statements
of the Company included in the Exchange Act Documents (the “Company Financial Statements”)
for its most recently completed fiscal year and any subsequent interim period
have been prepared in accordance with generally accepted accounting principles
in the United States (“GAAP”), consistently applied,
during the periods involved (except (i) as may be otherwise indicated in such
Company Financial Statements or the notes thereto, or (ii) in the case of
unaudited interim statements, to the extent they may exclude footnotes or may be
condensed or summary statements) and, fairly present in all material respects,
on the basis stated therein and on the date thereof, the financial position of
the Company at the respective dates therein specified and its results of
operations and cash flows for the periods then ended (subject, in the case of
unaudited interim statements, to normal year-end audit
adjustments).




i.           Material Changes;
Undisclosed Events, Liabilities or Developments.  Since the
date of the latest audited financial statements included in the Exchange Act
Documents, except as specifically disclosed in a subsequent Exchange Act
Document filed prior to the date hereof, (i) there has been no event, occurrence
or development that has had or that could reasonably be expected to result in a
Material Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and
(B) liabilities not required to be reflected in the Company’s financial
statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has
not declared or made any dividend or distribution of cash or other property to
its stockholders or purchased, redeemed or made any agreements to purchase or
redeem any shares of its capital stock, and (v) the Company has not issued any
equity securities to any officer, director or affiliate.  The Company
does not have pending before the Commission any request for confidential
treatment of information.  Except for the issuance of the shares of
Common Stock contemplated by this Agreement, no event, liability or development
has occurred or exists with respect to the Company or its business, properties,
operations or financial condition that would be required to be disclosed by the
Company under applicable securities laws at the time this representation is
made.




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j.           No Disputes or Litigation
against the Company.  There is no action, suit, inquiry, notice
of violation, proceeding or investigation pending or, to the knowledge of the
Company, threatened against or affecting the Company or its properties before or
by any court, arbitrator, governmental or administrative agency or regulatory
authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely
affects or challenges the legality, validity or enforceability of any of the
Transaction Documents or the Investor Shares or (ii) could, if there were an
unfavorable decision, have, or reasonably be expected to result in, a Material
Adverse Effect.  Neither the Company nor any of its directors or
officers is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of
fiduciary duty.  There has not been and, to the knowledge of the
Company, there is not pending or contemplated, any investigation by the
Commission involving the Company or any current or former director or officer of
the Company.  The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the
Company under the Exchange Act or the Securities Act.




k.           Labor
Relations.  No material labor dispute exists or, to the
knowledge of the Company, is threatened with respect to any of the employees of
the Company which could reasonably be expected to result in a Material Adverse
Effect.  None of the Company’s employees is a member of a union that
relates to such employee’s relationship with such company, and the Company is
not a party to a collective bargaining agreement, and the Company believes that
its relationships with its employees are good.  No executive officer,
to the knowledge of the Company, is, or is now expected to be, in violation of
any material term of any employment contract, confidentiality, disclosure or
proprietary information agreement or non-competition agreement, or any other
contract or agreement or any restrictive covenant, and the continued employment
of each such executive officer does not subject the Company to any liability
with respect to any of the foregoing matters.




l.           Compliance.  The
Company (i) is not in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company), and the Company has not received
notice of any claim that it is in default under or that it is in violation of
any indenture, loan or credit agreement, or any other agreement or instrument to
which it is a party or by which it or any of its properties is bound (whether or
not such default or violation has been waived), (ii) is not in violation of any
order of any court, arbitrator or governmental body, and (iii) is not and has
not been in violation of any statute, rule or regulation of any governmental
authority, including without limitation all federal, state and local laws
relating to taxes, environmental protection, occupational health and safety,
product quality and safety and employment and labor matters, except in each case
as could not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect.  The Company is in compliance
with the applicable requirements of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations thereunder, except where such noncompliance could
not have, or reasonably be expected to result in, a Material Adverse
Effect.




6




m.           Regulatory
Permits.  The Company possesses all certificates,
authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct their respective businesses,
except where the failure to possess such permits could not have, or reasonably
be expected to result in, a Material Adverse Effect (“Material Permits”), and the
Company has not received any notice of proceedings relating to the revocation or
modification of any Material Permit.




n.           Title to
Assets.  The Company has good and marketable title in fee
simple to all real property owned by it that is material to the business of the
Company, and good and marketable title in all personal property owned by it that
is material to the business of the Company, in each case free and clear of all
liens, except for liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of
such property by the Company and liens for the payment of federal, state or
other taxes, the payment of which is neither delinquent nor subject to
penalties.  Any real property and facilities held under lease by the
Company are held by it under valid, subsisting and enforceable leases with which
the Company is in compliance.




o.           Environmental
Laws.




i.           The
Company has complied with all applicable Environmental Laws (as defined below),
except for violations of Environmental Laws that, individually or in the
aggregate, have not had and could not reasonably be expected to have a Material
Adverse Effect.  There is no pending or, to the knowledge of the
Company, threatened civil or criminal litigation, written notice of violation,
formal administrative proceeding, or investigation, inquiry or information
request, relating to any Environmental Law involving the Company, except for
litigation, notices of violations, formal administrative proceedings or
investigations, inquiries or information requests that, individually or in the
aggregate, have not had and could not reasonably be expected to have a Material
Adverse Effect.  For purposes of this Agreement, “Environmental Law” means any
federal, state or local law, statute, rule or regulation or the common law
relating to the environment or occupational health and safety, including without
limitation any statute, regulation, administrative decision or order pertaining
to (A) treatment, storage, disposal, generation and transportation of
industrial, toxic or hazardous materials or substances or solid or hazardous
waste; (B) air, water and noise pollution; (C) groundwater and soil
contamination; (D) the release or threatened release into the environment of
industrial, toxic or hazardous materials or substances, or solid or hazardous
waste, including without limitation emissions, discharges, injections, spills,
escapes or dumping of pollutants, contaminants or chemicals; (E) the protection
of wild life, marine life and wetlands, including without limitation all
endangered and threatened species; (F) storage tanks, vessels, containers,
abandoned or discarded barrels, and other closed receptacles; (G) health and
safety of employees and other persons; and (H) manufacturing, processing, using,
distributing, treating, storing, disposing, transporting or handling of
materials regulated under any law as pollutants, contaminants, toxic or
hazardous materials or substances or oil or petroleum products or solid or
hazardous waste.  As used above, the terms “release” and “environment”
shall have the meaning set forth in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.




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ii.           To
the knowledge of the Company, there is no material environmental liability with
respect to any solid or hazardous waste transporter or treatment, storage or
disposal facility that has been used by the Company.




iii.           The
Company (A) has received all permits, licenses or other approvals required of it
under applicable Environmental Laws to conduct its business and (B) is in
compliance with all terms and conditions of any such permit, license or
approval.




p.           Insurance.  The
Company is insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as are prudent and customary in the
business in which the Company is engaged, including, but not limited to,
directors’ and officers’ liability coverage.  The Company has no
reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business without a
significant increase in cost.




q.           Transactions with Affiliates
and Employees.  Except as set forth in the Exchange Act
Documents and those transactions contemplated by the Transaction Documents, none
of the officers or directors of the Company and, to the knowledge of the
Company, none of the employees of the Company is presently a party to any
transaction with the Company (other than for services as employees, officers and
directors), including any contract, agreement, or other arrangement providing
for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director or any such employee has a substantial
interest or is an officer, director, trustee or partner.




r.           Internal Accounting
Controls.  The Company maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any
differences.  The Company has established disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
Company and designed such disclosure controls and procedures to ensure that
material information relating to the Company is made known to the Company’s
certifying officers by others within those entities, particularly during the
period in which the Company’s Form 10-KSB or 10-QSB, as the case may be, are
being prepared.  The Company’s certifying officers have evaluated the
effectiveness of the Company’s controls and procedures as of the end of the
reporting period covered by the Company’s Form 10-KSB and each of the Company’s
Forms 10-QSB filed with the Commission (each such date, the “Evaluation Date”) and
presented in each such report their conclusions about the effectiveness of the
Company’s disclosure controls and procedures based on their evaluations as of
the applicable Evaluation Date.  Since the Evaluation Date of the
Company’s most recently filed Form 10-KSB or Form 10-QSB, there have been no
significant changes in the Company’s disclosure controls and procedures, the
Company’s internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) or 15d-15(f)) or, to the Company’s knowledge, in other factors
that could significantly affect the Company’s internal controls over financial
reporting.




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s.           Solvency.  Based
on the financial condition of the Company as of the Closing Date (and assuming
that the Closing shall have occurred), (i) the Company’s fair saleable value of
its assets exceeds the amount that will be required to be paid on or in respect
of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature; (ii) the Company’s assets do not
constitute unreasonably small capital to carry on its business for the current
fiscal year as now conducted and as proposed to be conducted including its
capital needs taking into account the particular capital requirements of the
business conducted by the Company, and projected capital requirements and
capital availability thereof; and (iii) the current cash flow of the Company,
together with the proceeds the Company would receive, were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would
be sufficient to pay all amounts on or in respect of its debt when such amounts
are required to be paid.  The Company does not intend to incur debts
beyond its ability to pay such debts as they mature (taking into account the
timing and amounts of cash to be payable on or in respect of its
debt).




t.           Certain
Fees.  Other than the fees and commissions payable in
connection with the Offering on the Closing, no brokerage or finder’s fees or
commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other
person with respect to the transactions contemplated by this
Agreement.  The Investor shall have no obligation with respect to any
claims (other than such fees or commissions owed by the Investor pursuant to
written agreements executed by the Investor which fees or commissions shall be
the sole responsibility of the Investor) made by or on behalf of other persons
for fees of a type contemplated in this Section that may be due in connection
with the transactions contemplated by this Agreement.




u.           Certain Registration
Matters. Assuming the accuracy of the Investor’s representations and
warranties set forth in this Agreement and the Transaction Documents, and the
representations and warranties made by all other purchasers of shares of Common
Stock in the Offering, no registration under the Securities Act is required for
the offer and sale of the Investor Shares by the Company to the Investor
hereunder.




v.           Listing and Maintenance
Requirements.  The Company is, and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with
the listing and maintenance requirements for continued listing of the Common
Stock on the NASD Over-The-Counter Bulletin Board.




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w.           Investment
Company.  The Company is not an “investment company” or an
“affiliate” of an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.




x.           Disclosure.  The
Investor confirms that in making its decision to enter into this Agreement, the
Investor has relied on the representations and warranties set forth in Section 5
of this Agreement, and not on any other materials that have been furnished by or
on behalf of the Company.  The representations and warranties of the
Company in this Agreement are true and correct in all material respects and do
not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading.  The
Company confirms that neither it nor any person acting on its behalf has
provided the Investor, or its agents or counsel, with any information that the
Company believes would constitute material, non-public information following the
announcement of the Closing and the transactions contemplated
thereby.  The Company understands and confirms that the Investor will
rely on the foregoing representations and covenants in effecting transactions in
securities of the Company.




y.           No Integrated
Offering.  Assuming the accuracy of all Investors’
representations and warranties set forth in Section 6, neither the Company, nor
any of its affiliates, nor any person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited
any offers to buy any security, under circumstances that would cause the
Offering of the Investor Shares to be integrated with prior offerings by the
Company for purposes of the Securities Act or any applicable stockholder
approval provisions of any Trading Market (hereinafter defined) on which any of
the securities of the Company are listed or designated.  “Trading Market” means the
following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the American Stock Exchange, the Nasdaq Stock
Market, the New York Stock Exchange or the OTC Bulletin Board.




z.           No General
Solicitation.  Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the shares of Common Stock by
any form of general solicitation or general advertising (within the meaning of
Regulation D).




aa.         Acknowledgment Regarding
Investors’ Purchase of Securities.  The Company acknowledges
and agrees that each of the Investors is acting solely in the capacity of an
arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby.  The Company further acknowledges
that no Investor is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the
transactions contemplated thereby, and any advice given by any Investor or any
of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to such
Investor’s purchase of the Investor Shares.  The Company further
represents to each Investor that the Company’s decision to enter into this
Agreement and the other Transaction Documents has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company
and its representatives.




10




6.         
   Representations and
Warranties of the Investor.  In order to induce the Company to
enter into this Agreement, the Investor represents and warrants to the Company
the following:




a.           Authority.  If
a corporation, partnership, limited partnership, limited liability company, or
other form of entity, the Investor is duly organized or formed, as the case may
be, validly existing and in good standing under the laws of its jurisdiction of
organization or formation.  The Investor has all requisite individual
or entity right, power and authority to execute, deliver and perform this
Agreement.




b.           Enforceability. The
execution, delivery and performance of this Agreement by the Investor have been
duly authorized by all requisite partnership, corporate or other entity action,
as applicable.  This Agreement has been duly executed and delivered by
the Investor, and, upon its execution by the Company, shall constitute the
legal, valid and binding obligation of the Investor, enforceable in accordance
with its terms, except to the extent that its enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or
affecting the enforcement of creditors’ rights generally and by general
principles of equity.




c.           No
Violations.  The execution, delivery and performance of this
Agreement by the Investor do not and will not, with or without the passage of
time or the giving of notice, result in the breach of, or constitute a default,
cause the acceleration of performance, or require any consent under, or result
in the creation of any lien, charge or encumbrance upon any property or assets
of the Investor pursuant to, any material instrument or agreement to which the
Investor is a party or by which the Investor or its properties may be bound or
affected, and, do not or will not violate or conflict with any provision of the
certificate or articles of incorporation or bylaws, partnership agreement,
operating agreement, trust agreement, or similar organizational or governing
document of the Investor, as applicable.




d.           Knowledge of Investment and
Its Risks.  The Investor has such knowledge and experience in
financial and business matters so as to be capable of evaluating the merits and
risks of the Investor’s investment in the shares of Common Stock.  The
Investor understands that an investment in the Company represents a high degree
of risk and there is no assurance that the Company’s business or operations will
be successful.  The Investor has considered carefully the risks
attendant to an investment in the Company, and that, as a consequence of such
risks, the Investor could lose its entire investment in the
Company.




e.           Investment
Intent.  The Investor hereby represents and warrants that (i)
the Investor Shares are being acquired for investment for the Investor’s own
account, and not as a nominee or agent and not with a view to the resale or
distribution of all or any part of the Investor Shares, and the Investor has no
present intention of selling, granting any participation in, or otherwise
distributing any of the Investor Shares within the meaning of the Securities
Act, (ii) the Investor Shares are being acquired in the ordinary course of the
Investor’s business, and (iii) the Investor does not have any contracts,
understandings, agreements or arrangements, directly or indirectly, with any
person and/or entity to distribute, sell, transfer or grant participations to
such person and/or entity with respect to, any of the Investor
Shares.




f.           Investor
Status.  If the Investor is a person in the United States or a
U.S. Person (as defined in Rule 902(k) of Regulation S), such Investor is an
“accredited investor” as that term is defined by Rule 501 of Regulation D
promulgated under the Securities Act and the information provided by the
Investor in the Investor Questionnaire, attached hereto as Appendix A, is
truthful, accurate and complete.  The Investor is not registered as a
broker-dealer under Section 15 of the Exchange Act or an affiliate of such
broker-dealer, except as otherwise provided in the Investor
Questionnaire.




11




g.           Non-US
Person.  If the Investor is not a person in the United States
or a U.S. Person or is not purchasing the shares of Common Stock on behalf of a
person in the United States or a U.S. Person:




(i)           neither
the Investor nor any disclosed principal for whom the Investor is acting is a
U.S. Person nor are they subscribing for the shares of Common Stock for the
account of a U.S. Person or for resale in the United States and the Investor
confirms that the shares of Common Stock have not been offered to the Investor
in the United States and that this Agreement has not been signed in the United
States;




(ii)          the
Investor acknowledges that the shares of Common Stock have not been registered
under the Securities Act and may not be offered or sold in the United States or
to a U.S. Person unless the securities are registered under the Securities Act
and all applicable State Acts or an exemption from such registration
requirements is available, and further agrees that hedging transactions
involving such securities may not be conducted unless in compliance with the
Securities Act;




(iii)         the
Investor and if applicable, the disclosed principal for whom the Investor is
acting, understands that the Company is the seller of the shares of Common Stock
and that, for purposes of Regulation S, a “distributor” is any underwriter,
dealer or other person who participates, pursuant to a contractual arrangement
in the distribution of securities sold in reliance on Regulation S and that an
“affiliate” is any partner, officer, director or any person directly or
indirectly controlling, controlled by or under common control with any person in
question.  Except as otherwise permitted by Regulation S, the Investor
and if applicable, the disclosed principal for whom the Investor is acting,
agrees that it will not, during a one year distribution compliance period, act
as a distributor, either directly or through any affiliate, or sell, transfer,
hypothecate or otherwise convey the shares of Common Stock other than to a
non-U.S. Person;




(iv)         the
Investor and if applicable, the disclosed principal for whom the Investor is
acting, acknowledges and understands that in the event the shares of Common
Stock are offered, sold or otherwise transferred by the Investor or if
applicable, the disclosed principal for whom the Investor is acting, to a
non-U.S Person prior to the expiration of a one year distribution compliance
period, the purchaser or transferee must agree not to resell such securities
except in accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act, or pursuant to an available exemption
from registration, and must further agree not to engage in hedging transactions
with regard to such securities unless in compliance with the Securities Act;
and




12




(v)          neither
the Investor nor any disclosed principal will offer, sell or otherwise dispose
of the shares of Common Stock in the United States or to a U.S. Person unless
(A) the Company has consented to such offer, sale or disposition and such offer,
sale or disposition is made in accordance with an exemption from the
registration requirements under the Securities Act and the applicable State Acts
or (B) the Commission has declared effective a registration statement in respect
of such securities.




h.           Foreign
Investor.  If the Investor is not a person in the United States
or a U.S. Person or is not purchasing the shares of Common Stock on behalf of a
person in the United States or a U.S. Person (the “Foreign Investor”), the
Foreign Investor 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 shares of Common Stock or any use of this Agreement,
including: (i) the legal requirements within its jurisdiction for the purchase
of the shares of Common Stock; (ii) any foreign exchange restrictions applicable
to such purchase; (iii) any governmental or other consents that may need to be
obtained; and (iv) the income tax and other tax consequences, if any, that may
be relevant to the purchase, holding, redemption, sale or transfer of the shares
of Common Stock.  Such Foreign Investor’s subscription and payment
for, and its continued beneficial ownership of the shares of Common Stock will
not violate any applicable securities or other laws of the Foreign Investor’s
jurisdiction.




i.           Disclosure.  The
Investor has reviewed the information provided to the Investor by the Company in
connection with the Investor’s decision to purchase the Investor Shares,
including but not limited to, the Company’s publicly available filings with the
Commission and the information contained therein.  The Company has
provided the Investor with all the information that the Investor has requested
in connection with the decision to purchase the Investor Shares.  The
Investor further represents that the Investor has had an opportunity to ask
questions and receive answers from the Company regarding the business,
properties, prospects and financial condition of the Company.  All
such questions have been answered to the full satisfaction of the
Investor.  Neither such inquiries nor any other investigation
conducted by or on behalf of the Investor or its representatives or counsel
shall modify, amend or affect the Investor’s right to rely on the truth,
accuracy and completeness of the disclosure materials and the Company’s
representations and warranties contained herein.




j.           No
Registration.  The Investor understands that the Investor may
be required to bear the economic risk of its investment in the Company for an
indefinite period of time.  The Investor further understands that
(i) neither the offering nor the sale of the Investor Shares has been
registered under the Securities Act or any applicable State Acts in reliance
upon exemptions from the registration requirements of such laws, (ii) the
Investor Shares must be held by the Investor indefinitely unless the sale or
transfer thereof is subsequently registered under the Securities Act and any
applicable State Acts, or an exemption from such registration requirements is
available, (iii) except as set forth in this Agreement, the Company is under no
obligation to register any of the Investor Shares on the Investor’s behalf or to
assist the Investor in complying with any exemption from registration, and
(iv) the Company will rely upon the representations and warranties made by
the Investor in this Agreement and the Transaction Documents in order to
establish such exemptions from the registration requirements of the Securities
Act and any applicable State Acts.




13




k.           Transfer
Restrictions.  The Investor will not transfer any of the
Investor Shares unless such transfer is registered or exempt from registration
under the Securities Act and any applicable State Acts, and, if requested by the
Company in the case of an exempt transaction, the Investor has furnished an
opinion of counsel reasonably satisfactory to the Company that such transfer is
so exempt.  The Investor understands and agrees that (i) the
certificates evidencing the Investor Shares will bear appropriate legends
indicating such transfer restrictions placed upon the Investor Shares, (ii) the
Company shall have no obligation to honor transfers of any of the Investor
Shares in violation of such transfer restrictions, and (iii) the Company shall
be entitled to instruct any transfer agent or agents for the securities of the
Company to refuse to honor such transfers.




l.           No
Solicitation.  The Investor (i) did not receive or review any
advertisement, article, notice or other communication published in a newspaper,
magazine or similar media or broadcast over television or radio, whether closed
circuit or generally available, or presented at any seminar or any other general
solicitation or general advertisement with respect to the Investor Shares or
(ii) was not solicited by any person, other than by representatives of the
Company, with respect to a purchase of the Investor Shares.




m.           Principal
Address.  The Investor’s principal residence, if an individual,
or principal executive office, if an entity, is set forth on the signature page
of this Agreement.




n.           Reliance by the
Company.  The Investor acknowledges and consents to the
Company’s reliance on the Investor’s representations and warranties made above
for purposes of complying with all applicable securities laws and any applicable
exemptions from registration requirements thereunder and otherwise.




7.        
    Transfer
Restrictions.




a.           The
Investor Shares may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of the Investor
Shares other than pursuant to an effective registration statement or Rule 144,
the Company may require the transferor thereof to provide to the Company an
opinion of counsel selected by the transferor and reasonably acceptable to the
Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred shares under the Securities Act.  As
a condition of transfer, any such transferee shall agree in writing to be bound
by the terms of this Agreement and shall have the rights of an Investor under
this Agreement.




14




b.           The
Investor agrees to the imprinting, so long as is required by this Section 7, of
a legend on any of the Investor Shares in substantially the following
form:




THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE 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 (A)
OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (C) 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 AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  HEDGING TRANSACTIONS
INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.




c.           Each
Investor, severally and not jointly with the other Investors, agrees that the
removal of the restrictive legend from certificates representing the Investor
Shares as set forth in this Section 7 is predicated upon the Company’s reliance
that the Investor will sell any Investor Share pursuant to either the
registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if the
Investor Shares are sold pursuant to a registration statement, they will be sold
in compliance with the plan of distribution set forth therein.




8.      
      Piggyback Common Share
Registration.




a.           If
the Company shall determine to register for sale for cash any of its Common
Stock, for its own account or for the account of others (other than the
Investors), other than (i) a registration relating solely to employee benefit
plans or securities issued or issuable to employees, consultants (to the extent
the securities owned or to be owned by such consultants could be registered on
Form S-8) or any of their family members (including a registration on Form S-8)
or (ii) a registration relating solely to a Securities Act Rule 145 transaction
or a registration on Form S-4 in connection with a merger, acquisition,
divestiture, reorganization or similar event, the Company shall promptly give to
the Investors written notice thereof (and in no event shall such notice be given
less than 20 calendar days prior to the filing of such registration statement),
and shall, subject to Section 8(b), include as a registration (a “Piggyback Registration”) all
of the Investor Shares specified in a written request delivered by the Investors
thereof within 10 calendar days after receipt of such written notice from the
Company.  However, the Company may, without the consent of the
Investors, withdraw such registration statement prior to its becoming effective
if the Company or such other stockholders have elected to abandon the proposal
to register the securities proposed to be registered thereby.




15




b.           Underwriting.  If
a Piggyback Registration is for a registered public offering that is to be made
by an underwriting, the Company shall so advise the Investors of the Investor
Shares eligible for inclusion in such registration statement pursuant to
Sections 8(a).  In that event, the right of any Investor to Piggyback
Registration shall be conditioned upon such Investor’s participation in such
underwriting and the inclusion of such Investor’s Investor Shares in the
underwriting to the extent provided herein.  All Investors proposing
to sell any of their securities through such underwriting shall (together with
the Company and any other stockholders of the Company selling their securities
through such underwriting) enter into an underwriting agreement in customary
form with the underwriter selected for such underwriting by the Company or the
selling stockholders, as applicable.  Notwithstanding any other
provision of this Section, if the underwriter or the Company determines that
marketing factors require a limitation on the number of shares of Common Stock
or the amount of other securities to be underwritten, the underwriter may
exclude some or all Investor Shares from such registration and
underwriting.  The Company shall so advise all Investors (except those
Investors who failed to timely elect to include their Investor Shares through
such underwriting or have indicated to the Company their decision not to do so),
and indicate to each such Investor the number of Investor Shares that may be
included in the registration and underwriting, if any.  The number of
investor Shares to be included in such registration and underwriting shall be
allocated among such Investors as follows:




i.
            If
      the Piggyback Registration was initiated by the Company, the number of
      shares that may be included in the registration and underwriting shall be
      allocated first to the Company and then, subject to obligations and
      commitments existing as of the date hereof, to all selling stockholders,
      including the Investors, who have requested to sell in the registration on
      a pro rata basis according to the number of shares requested to be
      included therein; and




ii.
            If
      the Piggyback Registration was initiated by the exercise of demand
      registration rights by a stockholder or stockholders of the Company (other
      than the Investors), then the number of shares that may be included in the
      registration and underwriting shall be allocated first to such selling
      stockholders who exercised such demand and then, subject to obligations
      and commitments existing as of the date hereof, to all other selling
      stockholders, including the Investors, who have requested to sell in the
      registration on a pro rata basis according to the number of shares
      requested to be included therein.




No
Investor Shares excluded from the underwriting by reason of the underwriter’s
marketing limitation shall be included in such registration.  If any
Investor disapproves of the terms of any such underwriting, such Investor may
elect to withdraw such Investor’s Investor Shares therefrom by delivering a
written notice to the Company and the underwriter.  The Investor
Shares so withdrawn from such underwriting shall also be withdrawn from such
registration; provided, however, that, if by
the withdrawal of such Investor Shares, a greater number of Investor Shares held
by other Investors may be included in such registration (up to the maximum of
any limitation imposed by the underwriters), then the Company shall offer to all
Investors who have included Investor Shares in the registration the right to
include additional Investor Shares pursuant to the terms and limitations set
forth herein in the same proportion used above in determining the underwriter
limitation.




16




9.       
     Independent Nature of
Investor’s Obligations and Rights.  The obligations of the
Investor under this Agreement and the Transaction Documents are several and not
joint with the obligations of any other purchaser of shares of Common Stock in
the Offering, and the Investor shall not be responsible in any way for the
performance of the obligations of any other purchaser of shares of Common Stock
in the Offering under any Transaction Document.  The decision of the
Investor to purchase the Investor Shares pursuant to the Transaction Documents
has been made by the Investor independently of any other purchaser of shares of
Common Stock in the Offering.  Nothing contained herein or in any
Transaction Document, and no action taken by any purchaser of shares of Common
Stock pursuant thereto, shall be deemed to constitute such purchasers as a
partnership, an association, a joint venture, or any other kind of entity, or
create a presumption that the purchasers of shares of Common Stock are in any
way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents.  The Investor
acknowledges that no other purchaser of shares of Common Stock has acted as
agent for the Investor in connection with making its investment hereunder and
that no other purchaser of shares of Common Stock will be acting as agent of the
Investor in connection with monitoring its investment in the shares of Common
Stock or enforcing its rights under the Transaction Documents.  The
Investor shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement or out of
the other Transaction Documents, and it shall not be necessary for any other
purchaser of shares of Common Stock to be joined as an additional party in any
proceeding for such purpose.




10.           Prospectus Delivery
Requirement.  The Investor hereby covenants with the Company
not to make any sale of the Investor Shares without complying with the
provisions hereof, and without effectively causing the prospectus delivery
requirement under the Securities Act to be satisfied (unless the Investor is
selling in a transaction not subject to the prospectus delivery
requirement).




11.           Corporate
Existence.  So long as any Investor owns any of the Investor
Shares, the Company shall not directly or indirectly consummate any merger,
reorganization, restructuring, reverse stock split, consolidation, sale of all
or substantially all of the Company’s assets or any similar transaction or
related transactions (each such transaction, an “Organizational Change”),
unless, prior to the consummation of an Organizational Change, the Company
obtains the written consent of the majority of such Investors.




12.           Indemnification of
Investor.  The Company will indemnify and hold the Investor and
its directors, officers, stockholders, members, managers, partners, employees
and agents (each, an “Investor
Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation (collectively, “Losses”) that any such
Investor Party may suffer or incur as a result of or relating to any
misrepresentation, breach or inaccuracy of any representation, warranty,
covenant or agreement made by the Company in any Transaction
Document.  In addition to the indemnity contained herein, the Company
will reimburse each Investor Party for its reasonable legal and other expenses
(including the cost of any investigation, preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are
incurred.




13.           Contribution.  If
the indemnification under Section 12 is unavailable to an indemnified party or
insufficient to hold an indemnified party harmless for any Losses, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party, in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and indemnified party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses
incurred by such party in connection with any Action to the extent such party
would have been indemnified for such fees or expenses if the indemnification
provided for in this Section was available to such party in accordance with its
terms.




17




14.           Escrow.




a.           On
or before the date of the Closing, each Investor shall have delivered to the
Escrow Agent the Purchase Price for the Investor Shares (the aggregate of
purchase price referred to as the “Escrowed Funds”) and the
Transaction Documents.  The parties shall ensure that each Investor’s
portion of the Escrowed Funds will be delivered to the Escrow Agent pursuant to
the wire transfer instructions provided in Section 4(b).




b.           The
Company intends that the Transaction Documents and the Escrowed Funds shall be
held in escrow by the Escrow Agent pursuant to this Agreement for its benefit
and for the benefit of the Investors as set forth herein.




c.           The
Escrow Agent shall hold and release the Transaction Documents and the Escrowed
Funds only in accordance with the terms and conditions of this Section
14.




d.           Subject
to the provisions of Section 14(f), the Escrow Agent shall release the
Transaction Documents and Escrowed Funds as follows:




i.           On
the Closing Date, the Escrow Agent will release the Transaction Documents to the
Company and the Escrowed Funds to or for the benefit of the Company except that
the legal fees and expenses owed to Gottbetter & Partners, LLP, as counsel
to the Company, shall be deducted from the Escrowed Funds and released to
Gottbetter & Partners, LLP.




ii.           All
funds to be delivered to the Company shall be delivered pursuant to written
instructions substantially in the form of Exhibit A hereto (the
“Instructions”) signed
by the Company.




iii.           Notwithstanding
the above, upon receipt by the Escrow Agent of the Instructions, the Escrow
Agent shall deliver the Transaction Documents and the Escrowed Funds in
accordance with the terms of the Instructions; provided, however, that in the
event of any conflict between such Instructions and the provisions of Section
14(d)(i) of this Agreement, the provisions of Section 14(d)(i) shall
control.




iv.           Notwithstanding
the above, upon receipt by the Escrow Agent of a final and non-appealable
judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the Escrow
Agent shall deliver the Transaction Documents and the Escrowed Funds in
accordance with the Court Order.  Any Court Order shall be accompanied
by an opinion of counsel for the party presenting the Court Order to the Escrow
Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect
that the court issuing the Court Order has competent jurisdiction and that the
Court Order is final and non-appealable.




18




v.           If
an Investor’s subscription is rejected for any reason or if the Offering is
otherwise terminated or withdrawn, then the Escrow Agent shall release the
respective Transaction Documents and the respective Escrowed Funds to the
appropriate Investors as soon as reasonably possible, without interest or
deduction.




vi.           The
Company acknowledges that the only terms and conditions upon which the
Transaction Documents and Escrowed Funds are to be released are set forth in
this Section 14.  The Company reaffirms its agreement to abide by the
terms and conditions of this Agreement with respect to the release of the
Transaction Documents and the Escrowed Funds.  Any dispute with
respect to the release of the Transaction Documents or the Escrowed Funds shall
be resolved pursuant to Section 14(f) or by agreement between the
parties.




e.           The
Escrow Agent’s duties and responsibilities shall be subject to the following
terms and conditions:




i.           The
Company and the Investors acknowledge and agree that the Escrow Agent (i) shall
not be responsible for or bound by, and shall not be required to inquire into
whether either the Company or the Investors are entitled to receipt of the
Transaction Documents or the Escrowed Funds pursuant to, any other agreement or
otherwise; (ii) shall be obligated only for the performance of such duties as
are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii)
may rely on and shall be protected in acting or refraining from acting upon any
written notice, instruction, instrument, statement, request or document
furnished to it hereunder and believed by the Escrow Agent in good faith to be
genuine and to have been signed or presented by the proper person or party,
without being required to determine the authenticity or correctness of any fact
stated therein or the propriety or validity or the service thereof; (iv) may
assume that any person believed by the Escrow Agent in good faith to be
authorized to give notice or make any statement or execute any document in
connection with the provisions hereof is so authorized; (v) shall not be under
any duty to give the property held by Escrow Agent hereunder any greater degree
of care than the Escrow Agent gives its own similar property, but in no event
less than a reasonable amount of care; and (vi) may consult with counsel
satisfactory to the Escrow Agent, the opinion of such counsel to be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by the Escrow Agent hereunder in good faith and in accordance with
the opinion of such counsel.




ii.           The
Company and the Investors acknowledge that the Escrow Agent is acting solely as
a stakeholder at their request and that the Escrow Agent shall not be liable for
any action taken by Escrow Agent in good faith and believed by the Escrow Agent
to be authorized or within the rights or powers conferred upon the Escrow Agent
by this Agreement.  The Company agrees to indemnify and hold harmless
the Escrow Agent and any of the Escrow Agent’s partners, employees, agents and
representatives for any action taken or omitted to be taken by the Escrow Agent
or any of them hereunder, including the fees of outside counsel and other costs
and expenses of defending itself against any claim or liability under this
Agreement, except in the case of gross negligence or willful misconduct on the
part of the Escrow Agent committed in its capacity as Escrow Agent under this
Agreement.  The Escrow Agent shall owe a duty only to the Company and
the Investors under this Agreement and to no other person.




19




iii.           The
Company agrees to reimburse the Escrow Agent for outside counsel fees, to the
extent authorized hereunder and incurred in connection with the performance of
its duties and responsibilities hereunder.




iv.           The
Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5)
days prior written notice of resignation to the Company.  Prior to the
effective date of the resignation as specified in such notice, the Company will
issue to the Escrow Agent an instruction authorizing delivery of the Transaction
Documents and the Escrowed Funds to a substitute escrow agent selected by the
Company.  If no successor escrow agent is named by the Company, the
Escrow Agent may apply to a court of competent jurisdiction in the State of New
York for appointment of a successor escrow agent, and to deposit the Transaction
Documents and Escrowed Funds with the clerk of any such court.




v.           The
Escrow Agent does not have and will not have any interest in the Transaction
Documents or the Escrowed Funds, but is serving only as escrow agent in
connection therewith, having only possession thereof.




vi.           This
Agreement sets forth exclusively the duties of the Escrow Agent with respect to
any and all matters pertinent thereto and no implied duties or obligations shall
be read into this Agreement.




vii.           The
provisions of this Section 14(e) shall survive the resignation of the Escrow
Agent or the termination of this Agreement.




f.           Resolution
of disputes arising under this Section 14 shall be subject to the following
terms and conditions:




i.           If
any dispute shall arise with respect to the delivery, ownership, right of
possession or disposition of the Transaction Documents or the Escrowed Funds, or
if the Escrow Agent shall in good faith be uncertain as to its duties or rights
hereunder, the Escrow Agent shall be authorized, without liability to anyone, to
(i) refrain from taking any action other than to continue to hold the
Transaction Documents or the Escrowed Funds pending receipt of an Instruction
from the Company, or (ii) deposit the Transaction Documents and Escrowed Funds
with any court of competent jurisdiction in the State of New York, in which
event the Escrow Agent shall give written notice thereof to the Company and
shall thereupon be relieved and discharged from all further obligations pursuant
to this Agreement.  The Escrow Agent may, but shall be under no duty
to, institute or defend any legal proceedings which relate to the Transaction
Documents or the Escrowed Funds.  The Escrow Agent shall have the
right to retain counsel if it becomes involved in any disagreement, dispute or
litigation on account of this Agreement or otherwise determines that it is
necessary to consult counsel.




ii.           The
Escrow Agent is hereby expressly authorized to comply with and obey any Court
Order.  In case the Escrow Agent obeys or complies with a Court Order,
the Escrow Agent shall not be liable to the Investors, the Company or to any
other person, firm, corporation or entity by reason of such
compliance.




20




g.           The
escrow established hereby shall terminate upon the release of all of the
Transaction Documents and delivery to the Company of the Escrowed Funds in
accordance with this Section 14, or at any time upon the agreement in writing of
the Investors and the Company.




h.           The
Escrowed Funds shall neither be held in an interest bearing account nor will
interest be payable in connection therewith.  In the event the
Escrowed Funds are deposited in an interest bearing account, each Investor shall
be entitled to receive its pro rata portion of any accrued interest thereon, but
only if the Escrow Agent receives from such Investor the Investor’s taxpayer
identification number and other requested information and forms.




15.           Integration.  The
Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the shares of Common
Stock in the Offering in a manner that would require the registration under the
Securities Act of the sale of the shares of Common Stock to the Investors or
that would be integrated with the offer or sale of the shares of Common Stock
for purposes of the rules and regulations of any Trading Market such that it
would require stockholder approval prior to the closing of such other
transaction unless stockholder approval is obtained before the closing of such
subsequent transaction.




16.           Governing Law;
Miscellaneous.




a.           Governing
Law.  This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the United States of America and the
State of New York, both substantive and remedial, without regard to New York
conflicts of law principles.  Any judicial proceeding brought against
any of the parties to this agreement or any dispute arising out of this
Agreement or any matter related hereto shall be brought in the courts of the
State of New York, New York County, or in the United States District Court for
the Southern District of New York and, by its execution and delivery of this
agreement, each party to this Agreement accepts the jurisdiction of such
courts.




b.           Entire Agreement; No Oral
Modification.  This Agreement and the other Transaction
Documents contain the entire agreement among the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and understandings
with respect thereto and this Agreement may not be amended or modified except in
a writing signed by the parties hereto.




c.           Amendments and
Waivers.  The provisions of this Agreement may be amended on or
before the Closing Date, and particular provisions of this Agreement may be
waived, with and only with an agreement or consent in writing signed by the
Company and the majority of Investors, unless such provision is specific to an
Investor.  The Investors acknowledge that by the operation of this
Section 16(c), the majority of Investors may have the right and power to
diminish or eliminate all rights of the Investors under this
Agreement.




21




d.           Binding Effect;
Benefits.  This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors and
assigns; however, nothing in this Agreement, expressed or implied, is intended
to confer on any other person other than the parties hereto, or their respective
heirs, successors or assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.




e.           Further
Assurances.  The parties hereto will, upon reasonable request,
execute and deliver all such further assignments, endorsements and other
documents as may be necessary in order to perfect the purchase by the Investor
of the Investor Shares.




f.           Prevailing
Parties.  In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the prevailing party shall be entitled to receive and the
nonprevailing party shall pay upon demand reasonable attorneys’ fees in addition
to any other remedy.




g.           Notices. All
communication hereunder shall be in writing and shall be mailed, delivered,
telegraphed or sent by facsimile or electronic mail (e-mail), and such delivery
shall be confirmed to the addresses as provided below:




if to the
Investor, to the address set forth on the signature page of this
Agreement;




if to the
Company:





US
Uranium Inc.


6830 Elm
Street


McLean,
VA  22101


Attn:  James
D. Davidson, Chief Executive Officer





with a
copy to (or for notices to the Escrow Agent):





Gottbetter
& Partners, LLP


488
Madison Avenue


New York,
NY  10022


Attention:  Adam
S. Gottbetter


Facsimile:  (212)
400-6901





h.           Headings.  The
section headings herein are included for convenience only and are not to be
deemed a part of this Agreement.




i.         
  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to be one and
the same instrument.  In the event that any signature is delivered by
facsimile transmission or electronic mail (e-mail), such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page
were an original thereof.




[SIGNATURE
PAGES FOLLOW]




22




IN
WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement as
of the date first written above.




US
      URANIUM INC.By:Name:
              James
      D. DavidsonTitle:
              Chief
      Executive Officer






ESCROW AGENT(with respect to Section 14
      only):
                  
                  Gottbetter
      & Partners, LLPBy:Name:
                Adam
      S. GottbetterTitle:
                Partner
 
  [SIGNATURE PAGE OF INVESTOR FOLLOWS]







IN
WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement as
of the date first written above.




INVESTOR
      (individual)
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              INVESTOR
    (entity)Signature
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              Name
      of EntityPrint
      Name
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              SignaturePrint
      Name:Signature
      (if Joint Tenants or Tenants in Common)Title:Address
      of Principal Residence:
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              Address
      of Executive Offices:Social
      Security
      Number(s):
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              IRS
      Tax Identification Number:Telephone
      Number:
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              Telephone
      Number:Facsimile
      Number:
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              Facsimile
      Number:E-mail
      Address:
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              E-mail
      Address:


X
                        $0.005
                        
                        =
                        $Number
      of Shares
                        
                        
                        Price
      Per Share
                        
                        
                        Purchase
      Price
  24







EXHIBIT
A





Form of
Instructions








Mr. Adam
S. Gottbetter


Gottbetter
& Partners, LLP


488
Madison Ave.


New York,
NY  10022-5718


Phone:  212-400-6900


Facsimile:  212-400-6901





Re:           US
Uranium Inc.





Dear Mr.
Gottbetter:





We hereby
confirm that with respect to Article 14 of the Subscription Agreement (the
“Agreement”), by and among US Uranium Inc. (the “Company”), Gottbetter &
Partners, LLP, as escrow agent, and the Investors, the closing of the Offering
(as defined in the Agreement) has taken place.  All conditions for the
release of the Transaction Documents and the Escrowed Funds have therefore been
met.  We authorize the release of the Transaction Documents and the
Escrowed Funds to the Company.








US
URANIUM INC.




By:Name:
                  James D.
      DavidsonTitle:
                  Chief
      Executive Officer