Exhibit 10.6


        
        BLUE STAR ENERGY, INC.


        


        
        SUBSCRIPTION AGREEMENT


        


        
             All persons who wish to
        subscribe for Shares of Blue Star Energy, Inc. (the "Company"), must carefully complete the
        attached Subscription Agreement according to the following instructions and return them to
        Blue Star Energy, Inc. 5525 Erindale Drive, Suite 201, Colorado Springs, Colorado
        80918.

         


        
        INSTRUCTIONS


        


        
             A.     Complete
        and execute the Subscription Agreement as follows:

         


        
             i.     Insert
        the number of Shares subscribed for and the total purchase price in the spaces provided in
        the first paragraph.


        


        
             ii.     Fill
        in the blank in paragraph 3 with the name of the appropriate state.


        


        
             iii.     Indicate
        in paragraph 6 whether you were assisted or advised by your own professional advisor in
        connection with your investment in the Shares. If you were so assisted or advised, you must
        furnish the information requested in paragraph 6(b).


        


        
             iv.     Indicate
        in paragraph 7 the type of ownership which you desire the certificates to
        reflect.


        


        
             v.     Date
        and sign in the appropriate spaces. Print your name, residence address, social security or
        tax identification number and telephone number in the spaces provided. If the Shares are
        being subscribed for by an entity, the Certificate of Signatory which follows the signature
        page must also be signed.


        


        
             B.     Return
        the completed agreement with a check, wire transfer or certified funds payable to the order
        of Blue Star Energy, Inc. in the amount of $.50 per Share subscribed to: Blue Star Energy,
        Inc. 5525 Erindale Drive, Suite 201, Colorado Springs, Colorado 80918.

        
        


        

        

        
        IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

        THIS DOCUMENT REQUIRES SIGNIFICANT REPRESENTATIONS

         BY THE INVESTOR


        


        
        SUBSCRIPTION AGREEMENT


        


        
        Blue Star Energy, Inc.

         5525 Erindale Drive, Suite 201

         Colorado Springs, Colorado 80918

         

         Gentlemen:

         

              The undersigned hereby tenders this subscription for the
        purchase of _____________ (_______) Shares for the sum of $________, upon the terms and
        conditions as set forth below. A check, wire transfer or certified funds payable to
        “Blue Star Energy, Inc.”(The Company) in the amount of $_______ is delivered
        herewith. The undersigned understands that a subscription for the Shares may be rejected
        for any reason and that, in the event that this subscription is rejected, the funds
        delivered herewith will be promptly returned, without interest thereon or deduction
        therefrom.

         

              By execution below, the undersigned acknowledges that the
        Company is relying upon the accuracy and completeness of the representations contained
        herein in complying with their obligations under applicable securities laws.

         

              1.     The undersigned acknowledges
        and represents as follows:

         


        
             (a)     That
        the undersigned is in a financial position to hold the Shares for an indefinite period of
        time and is able to bear the economic risk and withstand a complete loss of the
        undersigned's investment in the Shares;


        


        
             (b)     That
        the undersigned, either alone or with the assistance of the undersigned's own professional
        advisor, has such knowledge and experience in financial and business matters that the
        undersigned is capable of reading and interpreting financial statements and evaluating the
        merits and risk of an investment in the Shares and has the net worth to undertake such
        risks;


        


        
             (c)     That
        the undersigned has obtained, to the extent the undersigned deems necessary, the
        undersigned's own personal professional advice with respect to the risks inherent in the
        investment in the Shares, and the suitability of an investment in the Shares in light of
        the undersigned's financial condition and investment needs;


        


        
             (d)     That
        the undersigned believes that an investment in the Shares is suitable for the undersigned
        based upon the undersigned's investment objectives and financial needs, and the undersigned
        has adequate means of providing for the undersigned's current financial needs and personal
        contingencies and has no need for liquidity of investment with respect to the
        Shares;

        
        

        


        
        

         

              (e)     That the undersigned has
        been given access to full and complete information regarding the Company and has utilized
        such access to the undersigned's satisfaction for the purpose of obtaining such information
        regarding the Company as the undersigned has reasonably requested; and, particularly, the
        undersigned has been given reasonable opportunity to ask questions of, and receive answers
        from, representatives of the Company concerning the terms and conditions of the offering of
        the Shares and to obtain any additional information, to the extent reasonably
        available;


        


        
             (f)     That
        the undersigned recognizes that the Company has a limited operating history and that the
        Shares as an investment involve a high degree of risk, including but not limited to the
        risk of economic losses from operations of the Company;


        


        
             (g)     That
        the undersigned realizes that (i) the purchase of the Shares is a long-term investment;
        (ii) the purchaser of the Shares must bear the economic risk of investment for an
        indefinite period of time because the Shares have not been registered under the Securities
        Act of 1933 or under the securities laws of any state and, therefore, the Shares cannot be
        resold unless the Shares are subsequently registered under said laws or exemptions from
        such registrations are available; (iii) there is presently no public market for the Shares
        and the undersigned may be unable to liquidate the undersigned's investment in the event of
        an emergency, or pledge the Shares as collateral for a loan; (iv) the transferability of
        the Shares will be restricted and requires conformity with the restrictions contained in
        paragraph 2 below; and (v) legends will be placed on the certificate(s) representing the
        Shares referring to the applicable restrictions on transferability; and


        


        
             (h)     That
        the undersigned certifies, under penalties of perjury, that the undersigned is NOT subject
        to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue
        Code.


        


        
             2.     The
        undersigned acknowledges that the Shares have not been registered under the Securities Act
        of 1933 or applicable state securities laws and that the Shares are being offered and sold
        pursuant to exemptions from such laws and that the Company's reliance upon such exemptions
        is predicated in part on the undersigned's representations as contained herein. The
        undersigned represents and warrants that the Shares are being purchased for the account of
        the undersigned and for investment purposes only, and without the intention of reselling or
        redistributing the same, that the undersigned has made no agreement with others regarding
        any of the Shares, and that the undersigned's financial condition is such that it is not
        likely that it will be necessary to dispose of any of such securities in the foreseeable
        future. The undersigned is aware that, in the view of the Securities and Exchange
        Commission, a purchase of Shares with an intent to resell by reason of any foreseeable
        specific contingency or anticipated change in market value, or any change in the condition
        of the Company, or in connection with a contemplated liquidation or settlement of any loan
        obtained for the acquisition of such securities and for which such securities were pledged,
        would represent an intent inconsistent with the representations set forth above. The
        undersigned further represents and agrees that if, contrary to the foregoing intentions,
        the undersigned should later desire to dispose of or transfer any of such securities in any
        manner, the undersigned shall not do so without first obtaining (i) the opinion of counsel
        to the Company that such proposed disposition or transfer may be lawfully made without the
        registration of such securities pursuant to the Securities Act of 1933, as then amended,
        and applicable state securities laws, or (ii) such registration (it being understood that
        the Company has no obligation to register any securities).

        
        

        


        
        

             3.     The undersigned represents
        and warrants that the undersigned is a bona fide resident of, is domiciled in and received
        the offer and made the decision to invest in the Shares in the State of
        and the Shares are being purchased by the undersigned in the
        undersigned's name solely for the undersigned's own beneficial interest and not as nominee
        for, or on behalf of, or for the beneficial interest of, or with the intention to transfer
        to, any other person, trust or organization.

         

              4.     The undersigned is informed
        of the significance to the Company of the foregoing representations, agreements and
        consents, and they are made with the intention that the Company will rely on them.

         

              5.     The undersigned, if other
        than an individual, makes the following additional representations:

         


        
             (a)     The
        undersigned was not organized for the specific purpose of acquiring the Shares;
        and


        


        
             (b)     This
        Subscription Agreement has been duly authorized by all necessary action on the part of the
        undersigned, has been duly executed by an authorized officer or representative of the
        undersigned, and is a legal, valid and binding obligation of the undersigned enforceable in
        accordance with its terms.


        


        
             6.     The
        undersigned further represents and warrants that (place and X in
        one space
        below):

         


        
                  (a)
        _____     the undersigned was not assisted or advised by the
        undersigned's own professional advisor in connection with the undersigned's investment in
        the Shares.


        


        
                  (b)
        _____     the undersigned was assisted or advised by the
        undersigned's own professional advisor in connection with the undersigned's investment in
        the Shares. The advisor's name, address and occupation are as follows:


        


        
                  __________________________________


        
                  __________________________________


        
                  __________________________________


        
         

        
        

        


        
         


        
             7.     Manner
        in Which Title is To Be Held.

         

                   Place an "X" in
        one space
        below.

         

              (a) _____     Individual
        Ownership

             (b) _____     Community Property

             (c) _____     Joint Tenant with
        Right of Survivorship (both parties must sign)

             (d) _____     Partnership

             (e) _____     Tenants in Common

             (f) _____     Corporation

             (g) _____     Trust

             (f) _____     Other


        
         


        
         

        
        

        






SIGNATURES 






		
	                                          





INDIVIDUAL

                                          

                                          



_____________________________________ 

Signature (Individual)





                                          

_____________________________________ 

Signature (all record holders should sign)





                                          

_____________________________________ 

Names(s)Typed or Printed 

                                          





                                          

_____________________________________ 

                                           
	Dated: _____________, 2007







Address to Which Correspondence

Should be Directed



_____________________________________ 







                                      

_____________________________________

City, State and Zip Code





                                      

_____________________________________

Tax Identification or Social

Security Number





(           )                            

_____________________________________

Telephone Number








CORPORATION,
PARTNERSHIP, TRUST OR OTHER ENTITY 





		
	                                          





INDIVIDUAL

                                          

                                          



_____________________________________     

Signature Entity





                                          

By:  _____________________________________     

Signature       Title





                                          

Its:  _____________________________________     

                  

                                          





                                          

_____________________________________     

Name Typed or Printed
                                          
	Dated: _____________, 2007







Address to Which Correspondence

Should be Directed



_____________________________________ 







                                      

_____________________________________

City, State and Zip Code





                                      

_____________________________________

Tax Identification or Social

Security Number





(    )                            

_____________________________________

Telephone Number












	* 	If Shares
are being subscribed for by an entity, the Certificate of Signatory must also be
completed. 















CERTIFICATE OF SIGNATORY 



To be completed if
Shares are being subscribed for by an entity. 



        I,______________________,
  am  the ____________________ of ____________________ (the "Entity"). 




        I
certify that I am empowered and duly authorized by the Entity to execute and carry out the
terms of the Subscription Agreement to purchase and hold the Shares, and certify further
that the Subscription Agreement has been duly and validly executed on behalf of the Entity
and constitutes a legal and binding obligation of the Entity. 



        IN
WITNESS WHEREOF, I have hereto set my hand this   _____  day of  ________________  , 2007 








		
		_______________

(Signature)


































ACCEPTANCE 



This Subscription Agreement is
accepted as of  ________________________, 2007. 
















		
		BLUE STAR ENERGY, INC.









By: ___________________________________

        Name
        Title 











































        
        BLUE STAR ENERGY, INC.


        


        
        PURCHASER QUESTIONNAIRE


        


        
        (All Information Will be Treated Confidentially)


        


        
             Please complete, sign, date,
        and return this Questionnaire to: Blue Star Energy, Inc., 5525 Erindale Drive, Suite 201,
        Colorado Springs, Colorado 80918. If the Investor is a trust, a Questionnaire must be
        completed by or on behalf of each of the beneficiaries of the trust. If the Investor is a
        corporation, please answer the appropriate questions.

         

              If the answer to any question is "none" or "not applicable,"
        please so state.

         

          


        
        PROSPECTIVE INVESTOR STATEMENT


        


        
             I understand that the
        information furnished in response to this Questionnaire is intended to enable Blue Star
        Energy, Inc. (the "Company") to discharge their responsibilities under the private
        placement exemption of the Securities Act of 1933, as amended (the "Act"), and the
        regulations promulgated thereunder, and that the Company will rely upon such information.
        Accordingly, I represent and warrant to the Company that:

         

          

              (1) The information contained herein is complete and
        accurate and may be relied upon by the Company.

         

              (2) I will notify the Company immediately of any material
        change in any of such information occurring prior to the acceptance or rejection of my
        subscription for the Company's Shares.

         

              I understand and agree that although the Company will use
        their best efforts to keep the information provided in this Questionnaire strictly
        confidential, they may present this Questionnaire and the information provided in answers
        to it to such parties as they may deem advisable if called upon to establish the
        availability under any Federal or state securities laws of an exemption from registration
        of the Private Placement, or if the contents hereof are relevant to any issue in any
        action, suit, or proceeding to which the Company is a party, or by which the Company is or
        may be bound.

         


        
             

                                            ___________________________________


                  
                                 Signature


         

                                            ___________________________________


                       
                       
             Print Name       Date

         

        
        


        

        







(PLEASE PRINT OR TYPE) 



	I. 	General
Information-Individual  






	 	         1.  	Name
of Prospective Investor: _____________________________________ 






	 	2.  	Home
Address__________________________________________________ 






	 	3.  	                                        Date
of Birth:___________________Marital Status ____________________  







	 	4.  	Home
                    Telephone Number: ( )____________________________________  






	 	5.  	In
which country and state or other jurisdiction do you maintain your legal
                    residence and domicile?
______________________________________________  







	 	6.  	                                       In
which country and state or other jurisdiction, if any, do you hold a
                    driver’s
                    license?___________________________________________________________  






	 	7.  	                                        In
which country(s), state(s), or other jurisdiction(s), if any, do you pay
                    income
taxes?____________________________________________________________  






	 	8.  	                                        Of
which country(s) are you a citizen? __________________________________ 






	 	 9.  	Social
Security Number, if any _____________________________________  






	 	10.  	Please
                    indicate all professional or academic degrees you have obtained and
the institutions
at which you obtained such degrees and the dates of attendance. 







	 	     	From
      
To      
                     Institution
                     Degree 







	 	 	______________________________________________  







	 	 	______________________________________________  







	 	 	______________________________________________  







	II. 	Employment
Information — Individual  






	 	         1.  	Occupation
or Profession:_____________________________________________ 






	 	         2.  	Name
of Employer: ______________________________________________ 






	 	3.  	Business
telephone number: ( ) ______________________________________  






	 	4.  	Business
Address: __________________________________________________  






	 	         5.  	Position
and General Duties: __________________________________________ 






	 	6.  	Years
with such employer (if less than 2 years, provide similar information for
                    previous employer): _________________________________________________  














	III. 	General
Information — Corporations or other Entities  






	 	1. 	         Name
of Corporation or Entity:  

_________________________________________







	 	2.  	Business
Activities: ________________________________________________ 






	 	3. 	          Country,
state, or other jurisdiction, and year of organization:_______________  







	 	         4.  	Business
Address: _________________________________________________ 







	 	         5.  	Business
telephone Number (       ) _____________________________________ 






	 	6.  	Taxpayer
Identification No: __________________________________________ 






	 	         7.  	Has
the  corporation,  partnership,  trust, or other entity been formed for the specific
                  purpose of making the purchase contemplated herein?  Yes_____  No_____ 






	 	         8.  	Has
the  corporation,  partnership,  trust,  or other entity been in existence  for less
                  than 90 days prior to the date hereof?  Yes_____      No_____ 






	 	9.  	Is
the corporation, partnership, trust, or other entity authorized by its
                    articles of incorporation, charter, or like instrument to make the
purchase                     contemplated herein? Yes_____      No_____ 







	 	         10.  	Has
the  corporation,  partnership,  trust, or other entity taken the requisite  actions
                  required to make the purchase contemplated herein?  Yes_____
     No_____ 






	 	11.  	Is
the corporation, partnership, trust, or other entity authorized by its
                    articles of incorporation, charter or like instrument to become a
shareholder of                     the Company? Yes_____      No_____ 














	IV. 	Financial
Data  






	(i) 	Individual  






	 	1.  	Estimated
net worth* exclusive of residence, furnishings, and personal
                    automobiles (check appropriate line)  







				
		Under $50,000_______;  

$100,001-150,000_____; 

$250,001-350,000_____; 

$450,001-650,000_____; 

$850,001-1,000,000____;
		$50,001-100,000______

$150,001-250,000_____

$350,001-450,000_____

$650,001-850,000_____

Over $1,000,000______










	 	2.(a) 	
Gross income during 2006 was not less than: $_____________________  






	 	  	Taxable  income
during 2006 was not less than: $_____________________  






	 	(b)  	Gross
income during 2005 was not less than: $_____________________  






	 	 	Taxable income
during 2005 was not less than: $_____________________  






	 	(c)  	Investor’s
(inclusive of spouse) projected gross income for 2007 is not less than:
                       $_____________________ 








	(ii) 	Corporations
or other Entities  






	 	1.  	Estimated
net worth*, on a consolidated basis, as evidenced by the most recent
                    financial statement (check appropriate line) is greater than
$750,000?  Yes ____ No _____






	V. 	Investment
Information  






	 	1.  	Please
check the following types of investments, if any, in which you have
                    participated:  






	 	                  (  )  	
   tax shelters 






	 	(   )	
other private placements of securities sold in reliance upon a non-public offering
exemption from registration under the Act  










	•	For
purposes of this Questionnaire, “net worth” shall mean the excess of total
assets over liabilities in accordance with generally accepted accounting principles.  














	 	2.  	Please
furnish the information called for by the following table for each
                    investment, included in (1) above. (If additional space is needed,
please write                     on the back of this page.)  







	 	  	Year         Description
         Amount of Investment 
















	 	         3.  	I
believe that I have  sufficient  knowledge and  experience in financial,  business and
                  tax matters to be capable of evaluating  the merits and risks of
 purchasing  the Shares                   offered by the Company.  Yes_____      No_____ 






	 	         4.  	I
understand  that there is no guarantee of any financial  return on this investment and
                  that I run the risk of losing the entire amount of the purchase.
 Yes_____      No_____ 






	 	         5.  	I
will have an  attorney,  accountant,  investment  advisor or other  consultant  review
                  this purchase.  Yes_____      No_____ 






	 	         6.  	Do
you have  any  other  investments  or  contingent  liabilities  that  you  reasonably
                  anticipate  could  create  the need for  sudden  cash  requirements  in
 excess  of cash                   readily available to you?  Yes_____      No_____ 






	 	                 	If "Yes",
please describe____________________________________________ 







	 	7.  	Are
you purchasing the Shares for your own account and for investment purposes
                    only within the meaning of the Act, with no intention of assigning
any                     participation or interest therein, and with no view to the
distribution thereof?                     Yes___ No_____  






	 	8.  	I
understand that there is no current public market for the Shares. I am
                    purchasing hereby, and I am able to afford to hold the Shares and
securities                     included thereunder for an indefinite period of time.
Yes_____ No_____  






	 	9.  	I
understand that no Federal or state agency has made either: (i) any finding or
                    determination as to the fairness of the terms of the purchase of the
Shares                     offered by the Company; or (ii) any recommendation or
endorsement of a purchase                     of such Shares. Yes ____ No ____ 














I certify that to the best of my
information and belief the above information supplied by me is true and correct in all
respects. I understand that I am under an obligation to continually supplement and update
the information provided by me herein. I represent and warrant to the Company that as of
the date of actual purchase of the Shares this information will be true and correct. 












		
		____________________________________

Signature



____________________________________

Print Name                 Date








        If
Investor is a PARTNERSHIP, CORPORATION, or TRUST, please complete the following: 



















		
		__________________________________________

Name of Partnership, Corporation or Trust





By: __________________________________________                                        



Name: ________________________________________                                      



Title: ________________________________________                                     



Address: ______________________________________