ex101.htm


    THIS
      PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES
      TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE
      NOT
      U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
      ACT").

     

    NONE
      OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
      SO
      REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
      STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
      THE
      1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      AND PROVINCIAL LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
      ACT.

     

    SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT (the "Agreement") made as of October 1,
      2007.

     

    
      	
              BETWEEN:

            	
              AVRO
                ENERGY INC. (the
                "Company")

            


    

    


    
      	
              AND:

            	
              PAINTERS
                FOUNDATION (the
                "Subscriber")

            


    

     

     WHEREAS:

     

    The
      Subscriber wishes to purchase
186,560 shares of common stock in the Company for a purchase
      price of $46,640;

     

    Avro
      Energy Inc. has
      agreed to sell certain shares of common stock to the Subscriber;
      and

     

    NOW
      THEREFORE THIS AGREEMENT witnesses
      that, for good and valuable consideration, the receipt and sufficiency of which
      is hereby acknowledged, the parties hereto agree as follows:

     

    
      	
              1.  

            	
              Interpretation

            


    

     

    1.1        In
      this
      Agreement, words importing the singular number only shall include the plural
      and
      vice versa, words importing gender shall include all genders and words importing
      persons shall include individuals, corporations, partnerships, associations,
      trusts, unincorporated organizations, governmental bodies and other legal or
      business entities of any kind whatsoever.

     

    1.2         Any
      reference to currency is to the currency of the United States of America unless
      otherwise indicated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Documents
                Required from
                Subscriber

            


    

     

    2.1         The
      Subscriber must complete, sign and return to the Company:

     

    
      	
            	
              (a)

            	
              an
                executed copy of this Agreement,
                and

            


    

     

    2.2         The
      Subscriber shall
      complete, sign and return to the Company as soon as possible, on request by
      the
      Company, any documents, questionnaires, notices and undertakings as may be
      required by regulatory authorities, the National Association of Securities
      Dealers Over-the-Counter Bulletin Board (the “OTC Bulletin Board”) and
      applicable law.

     

    
      	
              3.

            	
              Closing

            


    

     

    3.1         Closing
      of the
      offering of the Shares (the "Closing") shall occur on or before October 1,
      2007,
      or on such other date as may be determined by the Company (the "Closing Date"),
      payment shall be as follows:

     

    
      	
            	
              (a)

            	
              46,640
                upon signing of this subscription;

            


    

     

    
      	
              4.

            	
              Acknowledgements
                of Subscriber

            


    

     

    4.1        The
      Subscriber acknowledges and agrees that:

     

    
      	
            	
              (a)

            	
              none
                of the Shares have been or will be registered under the 1933 Act,
                or under
                any state securities or "blue sky" laws of any state of the United
                States,
                and, unless so registered, may not be offered or sold in the United
                States
                or, directly or indirectly, to U.S. Persons, as that term is defined
                in
                Regulation S under the 1933 Act ("Regulation S"), except in accordance
                with the provisions of Regulation S, pursuant to an effective registration
                statement under the 1933 Act, or pursuant to an exemption from, or
                in a
                transaction not subject to, the registration requirements of the
                1933 Act
                and in each case only in accordance with applicable state and provincial
                securities laws;

            


    

     

    
      	
            	
              (b)

            	
              the
                Company has not undertaken, and will have no obligation, to register
                any
                of the Shares under the 1933 Act or any other securities
                legislation;

            


    

     

    
      	
            	
              (c)

            	
              he
                has received and carefully read this
                Agreement;

            


    

     

    
      	
            	
              (d)

            	
              the
                decision to execute this Agreement and purchase the Shares agreed
                to be
                purchased hereunder has not been based upon any oral or written
                representation as to fact or otherwise made by or on behalf of the
                Company
                and such decision is based entirely upon a review of any public
                information which has been filed by the Company with the Securities
                and
                Exchange Commission ("SEC") in compliance, or intended compliance,
                with
                applicable securities legislation;

            


    

     

    
      	
            	
              (e)

            	
              he
                and his advisor(s) have had a reasonable opportunity to ask questions
                of
                and receive answers from the Company in connection with the sale
                of the
                Shares hereunder, and to obtain additional information, to the extent
                possessed or obtainable by the Company without unreasonable effort
                or
                expense;

            


    

     

    
      	
            	
              (f)

            	
              the
                books and records of the Company were available upon reasonable notice
                for
                inspection, subject to certain confidentiality restrictions, by the
                Subscriber during reasonable business hours at its principal place
                of
                business and that all documents, records and books in connection
                with the
                sale of the Shares hereunder have been made available for inspection
                by
                him and his attorney and/or
                advisor(s);

            


    

     

    
      	
            	
              (g)

            	
              the
                Company is entitled to rely on the representations and warranties
                of the
                Subscriber contained in this Agreement and the Subscriber will hold
                harmless the Company from any loss or damage it or they may suffer
                as a
                result of the Subscriber's failure to correctly complete this
                Agreement;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (h)

            	
              the
                Subscriber will indemnify and hold harmless the Company and, where
                applicable, its respective directors, officers, employees, agents,
                advisors and shareholders from and against any and all loss, liability,
                claim, damage and expense whatsoever (including, but not limited
                to, any
                and all fees, costs and expenses whatsoever reasonably incurred in
                investigating, preparing or defending against any claim, lawsuit,
                administrative proceeding or investigation whether commenced or
                threatened) arising out of or based upon any representation or warranty
                of
                the Subscriber contained herein or in any document furnished by the
                Subscriber to the Company in connection herewith being untrue in
                any
                material respect or any breach or failure by the Subscriber to comply
                with
                any covenant or agreement made by the Subscriber to the Company in
                connection therewith;

            


    

     

    
      	
            	
              (i)

            	
              the
                Subscriber has been advised to consult the Subscriber's own legal,
                tax and
                other advisors with respect to the merits and risks of an investment
                in
                the Shares and with respect to applicable resale restrictions, and
                it is
                solely responsible (and the Company is not in any way responsible)
                for
                compliance with:

            


    

     

    
      	
            	
              (i)

            	
              any
                applicable laws of the jurisdiction in which the Subscriber is resident
                in
                connection with the distribution of the Shares hereunder,
                and

            


    

     

    
      	
            	
              (ii)

            	
              applicable
                resale restrictions;

            


    

     

    
      	
            	
              (j)

            	
              in
                addition to resale restrictions imposed under U.S. securities laws,
                there
                are additional restrictions on the Subscriber's ability to resell
                the
                Shares under the Securities Act (British Columbia) and Multilateral
                Instrument 45-102 adopted by the British Columbia Securities
                Commission;

            


    

     

    
      	
            	
              (k)

            	
              the
                Company has advised the Subscriber that the Company is relying on
                an
                exemption from the requirements to provide the Subscriber with a
                prospectus to sell the Shares and, as a consequence of acquiring
                the
                Shares pursuant to such exemption certain protections, rights and
                remedies
                provided by the applicable securities legislation of British Columbia
                including statutory rights of rescission or damages, will not be
                available
                to the Subscriber;

            


    

     

    
      	
            	
              (l)

            	
              none
                of the Shares are listed on any stock exchange or automated dealer
                quotation system and no representation has been made to the Subscriber
                that any of the Shares will become listed on any stock exchange or
                automated dealer quotation system, except that currently certain
                market
                makers make market in the common shares of the Company on the OTC
                Bulletin
                Board;

            


    

     

    
      	
            	
              (m)

            	
              the
                Subscriber is outside the United States when receiving and executing
                this
                Agreement and is acquiring the Shares as principal for its own account,
                for investment purposes only, and not with a view to, or for, resale,
                distribution or fractionalization thereof, in whole or in part, and
                no
                other person has a direct or indirect beneficial interest in such
                Shares;

            


    

     

    
      	
            	
              (n)

            	
              noneof
                the Shares may be offered or sold to a U.S. Person or for the account
                or
                benefit of a U.S. Person (other than a distributor) prior to the
                end of
                the Distribution Compliance Period (as defined
                herein);

            


    

     

    
      	
            	
              (o)

            	
              neither
                the SEC nor any other securities commission or similar regulatory
                authority has reviewed or passed on the merits of the
                Shares;

            


    

     

    
      	
            	
              (p)

            	
              no
                documents in connection with the sale of the Shares hereunder have
                been
                reviewed by the SEC or any state securities
                administrators;

            


    

     

    
      	
            	
              (q)

            	
              there
                is no government or other insurance covering any of the
                Shares;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (r)

            	
              the
                issuance and sale of the Shares to the Subscriber will not be completed
                if
                it would be unlawful or if, in the discretion of the Company acting
                reasonably, it is not in the best interests of the
                Company;

            


    

     

    
      	
            	
              (s)

            	
              the
                Subscriber is purchasing the Shares pursuant to an exemption from
                the
                registration and the prospectus requirements of applicable securities
                legislation on the basis that the Subscriber is an accredited investor
                of
                the Company and, as a consequence:

            


    

     

    
      	
            	
              (i)

            	
              is
                restricted from using most of the civil remedies available under
                securities legislation,

            


    

     

    
      	
            	
              (ii)

            	
              may
                not receive information that would otherwise be required to be provided
                under securities legislation, and

            


    

     

    
      	
            	
              (iii)

            	
              the
                Company is relieved from certain obligations that would otherwise
                apply
                under securities legislation;

            


    

     

    
      	
            	
              (t)

            	
              the
                statutory and regulatory basis for the exemption claimed for the
                offer and
                sale of the Shares, although in technical compliance with Regulation
                S,
                would not be available if the offering is part of a plan or scheme
                to
                evade the registration provisions of the 1933 Act;
                and

            


    

     

    
      	
            	
              (u)

            	
              this
                Agreement is not enforceable by the Subscriber unless it has been
                accepted
                by the Company.

            


    

     

    
      	
              5.

            	
              Representations,
                Warranties and Covenants of the
                Subscriber

            


    

     

    5.1         The
      Subscriber hereby
      represents and warrants to and covenants with the Company (which
      representations, warranties and covenants shall survive the Closing)
      that:

     

    
      	
            	
              (a)

            	
              the
                Subscriber is not a U.S. Person;

            


    

     

    
      	
            	
              (b)

            	
              by
                completing the Questionnaire, the Subscriber is representing and
                warranting that the Subscriber is an “Accredited Investor”, as that term
                is defined in National Instrument 45-106 adopted by the British Columbia
                Securities Commission;

            


    

     

    
      	
            	
              (c)

            	
              the
                Subscriber is not acquiring the Shares for the account or benefit
                of,
                directly or indirectly, any U.S.
                Person;

            


    

     

    
      	
            	
              (d)

            	
              the
                Subscriber is resident in the jurisdiction set out under the heading
                "Name
                and Address of Subscriber" on the signature page of this Agreement
                and the
                sale of the Shares to the Subscriber as contemplated in this Agreement
                complies with or is exempt from the applicable securities legislation
                of
                the jurisdiction of residence of the
                Subscriber;

            


    

     

    
      	
            	
              (e)

            	
              the
                Subscriber is purchasing the Shares as principal for investment purposes
                only and not with a view to resale or distribution and, in particular,
                the
                Subscriber has no intention to distribute, either directly or indirectly,
                any of the Shares in the United States or to U.S.
                Persons;

            


    

     

    
      	
            	
              (f)

            	
              the
                Subscriber is outside the United States when receiving and executing
                this
                Agreement;

            


    

     

    
      	
            	
              (g)

            	
              the
                Subscriber is aware that an investment in the Company is speculative
                and
                involves certain risks, including the possible loss of the entire
                investment;

            


    

     

    
      	
            	
              (h)

            	
              the
                Subscriber has made an independent examination and investigation
                of an
                investment in the Shares and the Company and has depended on the
                advice of
                its legal and financial advisors and agrees that the Company will
                not be
                responsible in any way whatsoever for the Subscriber's decision to
                invest
                in the Shares and the Company;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (i)

            	
              the
                Subscriber (i) has adequate net worth and means of providing for
                its
                current financial needs and possible personal contingencies, (ii)
                has no
                need for liquidity in this investment, (iii) is able to bear the
                economic
                risks of an investment in the Shares for an indefinite period of
                time and
                can afford the complete loss of such investment and (iv) has such
                knowledge and experience in financial and business matters as to
                be
                capable of evaluating the merits and risks of its investment in the
                Shares
                and the Company;

            


    

     

    
      	
            	
              (j)

            	
              the
                Subscriber understands and agrees that the Company and others will
                rely
                upon the truth and accuracy of the acknowledgements, representations
                and
                agreements contained in this Agreement and agrees that if any of
                such
                acknowledgements, representations and agreements are no longer accurate
                or
                have been breached, the Subscriber shall promptly notify the
                Company;

            


    

     

    
      	
            	
              (k)

            	
              the
                Subscriber has the legal capacity and competence to enter into and
                execute
                this Agreement and to take all actions required pursuant
                hereto;

            


    

     

    
      	
            	
              (l)

            	
              the
                Subscriber has duly executed and delivered this Agreement and it
                constitutes a valid and binding agreement of the Subscriber enforceable
                against the Subscriber in accordance with its
                terms;

            


    

     

    
      	
            	
              (m)

            	
              the
                Subscriber is not an underwriter of, or dealer in, the common shares
                of
                the Company, nor is the Subscriber participating, pursuant to a
                contractual agreement or otherwise, in the distribution of the
                Shares;

            


    

     

    
      	
            	
              (n)

            	
              the
                Subscriber understands and agrees that none of the Shares have been
                registered under the 1933 Act, or under any state securities or "blue
                sky"
                laws of any state of the United States, and, unless so registered,
                may not
                be offered or sold in the United States or, directly or indirectly,
                to
                U.S. Persons except in accordance with the provisions of Regulation
                S,
                pursuant to an effective registration statement under the 1933 Act,
                or
                pursuant to an exemption from, or in a transaction not subject to,
                the
                registration requirements of the 1933 Act and in each case only in
                accordance with applicable state and provincial securities
                laws;

            


    

     

    
      	
            	
              (o)

            	
              it
                is not an underwriter of, or dealer in, the common shares of the
                Company,
                nor is the Subscriber participating, pursuant to a contractual agreement
                or otherwise, in the distribution of the
                Shares;

            


    

     

    
      	
            	
              (p)

            	
              the
                Subscriber understands and agrees that offers and sales of any of
                the
                Shares prior to the expiration of a period of one year after the
                date of
                original issuance of the Shares (the one year period hereinafter
                referred
                to as the "Distribution Compliance Period") shall only be made in
                compliance with the safe harbor provisions set forth in Regulation
                S,
                pursuant to the registration provisions of the 1933 Act or an exemption
                therefrom, and that all offers and sales after the Distribution Compliance
                Period shall be made only in compliance with the registration provisions
                of the 1933 Act or an exemption therefrom and in each case only in
                accordance with applicable state and provincial securities
                laws;

            


    

     

    
      	
            	
              (q)

            	
              the
                Subscriber understands and agrees not to engage in any hedging
                transactions involving any of the Shares unless such transactions
                are in
                compliance with the provisions of the 1933 Act and in each case only
                in
                accordance with applicable state and provincial securities
                laws;

            


    

     

    
      	
            	
              (r)

            	
              the
                Subscriber understands and agrees that the Company will refuse to
                register
                any transfer of the Shares not made in accordance with the provisions
                of
                Regulation S, pursuant to an effective registration statement under
                the
                1933 Act or pursuant to an available exemption from the registration
                requirements of the 1933 Act;

            


    

     

    
      	
            	
              (s)

            	
              the
                Subscriber acknowledges that it has not acquired the Shares as a
                result
                of, and will not itself engage in, any "directed selling efforts"
                (as
                defined in Regulation S under the 1933 Act) in the United States
                in
                respect of any of the Shares which would include any activities undertaken
                for the purpose of, or that could reasonably be expected to have
                the
                effect of, conditioning the market in the United States for the resale
                of
                any of the Shares; provided, however, that the Subscriber may sell
                or
                otherwise dispose of any of the Shares pursuant to registration of
                any of
                the Shares pursuant to the 1933 Act and any applicable state securities
                laws or under an exemption from such registration requirements and
                as
                otherwise provided herein;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (t)

            	
              the
                Subscriber is not aware of any advertisement of any of the Shares
                and is
                not acquiring the Shares as a result of any form of general solicitation
                or general advertising including advertisements, articles, notices
                or
                other communications published in any newspaper, magazine or similar
                media
                or broadcast over radio or television, or any seminar or meeting
                whose
                attendees have been invited by general solicitation or general
                advertising; and

            


    

     

    
      	
            	
              (u)

            	
              no
                person has made to the Subscriber any written or oral
                representations:

            


    

     

    
      	
            	
              (i)

            	
              that
                any person will resell or repurchase any of the
                Shares;

            


    

     

    
      	
            	
              (ii)

            	
              that
                any person will refund the purchase price of any of the
                Shares;

            


    

     

    
      	
            	
              (iii)

            	
              as
                to the future price or value of any of the Shares;
                or

            


    

     

    
      	
            	
              (iv)

            	
              that
                any of the Shares will be listed and posted for trading on any stock
                exchange or automated dealer quotation system or that application
                has been
                made to list and post any of the Shares of the Company on any stock
                exchange or automated dealer quotation
                system.

            


    

     

    5.2         In
      this Agreement,
      the term "U.S. Person" shall have the meaning ascribed thereto in
      Regulation S.

     

    
      	
              6.

            	
              Representations
                and Warranties will be Relied Upon by the
                Company

            


    

     

    6.1         The
      Subscriber
      acknowledges that the representations and warranties contained herein are made
      by it with the intention that such representations and warranties may be relied
      upon by the Company and its legal counsel in determining the Subscriber's
      eligibility to purchase the Shares under applicable securities legislation,
      or
      (if applicable) the eligibility of others on whose behalf it is contracting
      hereunder to purchase the Shares under applicable securities
      legislation.  The Subscriber further agrees that by accepting delivery
      of the certificates representing the Shares on the Closing Date, it will be
      representing and warranting that the representations and warranties contained
      herein are true and correct as at the Closing Date with the same force and
      effect as if they had been made by the Subscriber on the Closing Date and that
      they will survive the purchase by the Subscriber of Shares and will continue
      in
      full force and effect notwithstanding any subsequent disposition by the
      Subscriber of such Shares.

     

    
      	
              7.

            	
              Resale
                Restrictions

            


    

     

    7.1         The
      Subscriber
      acknowledges that any resale of the Shares will be subject to resale
      restrictions contained in the securities legislation applicable to each
      Subscriber or proposed transferee.  The Subscriber acknowledges that
      the Shares have not been registered under the 1933 Act of the securities laws
      of
      any state of the United States.  The Shares may not be offered or sold
      in the United States unless registered in accordance with United States federal
      securities laws and all applicable state and provincial securities laws or
      exemptions from such registration requirements are available.

     

    7.2         The
      Subscriber
      acknowledges that restrictions on the transfer, sale or other subsequent
      disposition of the Shares by the Subscriber may be imposed by securities laws
      in
      addition to any restrictions referred to in Section 7.1 above, and, in
      particular, the Subscriber acknowledges and agrees that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (a)

            	
              none
                of the Shares may be offered or sold to a U.S. Person or for the
                account
                or benefit of a U.S. Person (other than a distributor) prior to the
                end of
                the Distribution Compliance Period;
                and

            


    

     

    
      	
            	
              (b)

            	
              the
                Company is not a reporting issuer in any of the Provinces of Canada
                and
                therefore resale of any of the Shares in Canada is restricted except
                pursuant to an exemption from applicable securities
                legislation.

            


    

     

    
      	
              8.

            	
              Acknowledgement
                and Waiver

            


    

     

    8.1         The
      Subscriber has
      acknowledged that the decision to purchase the Shares was solely made on the
      basis of publicly available information.  The Subscriber hereby
      waives, to the fullest extent permitted by law, any rights of withdrawal,
      rescission or compensation for damages to which the Subscriber might be entitled
      in connection with the distribution of any of the Shares.

     

    
      	
              9.

            	
              Legending
                and Registration of Subject
                Shares

            


    

     

    9.1         The
      Subscriber hereby
      acknowledges that a legend may be placed on the certificates representing any
      of
      the Shares to the effect that the Shares represented by such certificates are
      subject to a hold period and may not be traded until the expiry of such hold
      period except as permitted by applicable securities legislation.

     

    9.2         The
      Subscriber hereby
      acknowledges and agrees to the Company making a notation on its records or
      giving instructions to the registrar and transfer agent of the Company in order
      to implement the restrictions on transfer set forth and described in this
      Agreement.

     

    
      	
              10.

            	
              Costs

            


    

     

    10.1         The
      Subscriber
      acknowledges and agrees that all costs and expenses incurred by the Subscriber
      (including any fees and disbursements of any special counsel retained by the
      Subscriber) relating to the purchase of the Shares shall be borne by the
      Subscriber.

     

    
      	
              11.

            	
              Governing
                Law

            


    

     

    11.1         This
      Agreement is
      governed by the laws of the State of Nevada applicable
      herein.

     

    
      	
              12.

            	
              Survival

            


    

     

    12.1         This
      Agreement,
      including without limitation the representations, warranties and covenants
      contained herein, shall survive and continue in full force and effect and be
      binding upon the parties hereto notwithstanding the completion of the purchase
      of the Shares by the Subscriber pursuant hereto.

     

    
      	
              13.

            	
              Assignment

            


    

     

    13.1         This
      Agreement is not
      transferable or assignable.

     

    
      	
              14.

            	
              Execution

            


    

     

    14.1         The
      Company shall be
      entitled to rely on delivery by facsimile machine of an executed copy of this
      Agreement and acceptance by the Company of such facsimile copy shall be equally
      effective to create a valid and binding agreement between the Subscriber and
      the
      Company in accordance with the terms hereof.

     

    
      	
              15.

            	
              Severability

            


    

     

    15.1         The
      invalidity or
      unenforceability of any particular provision of this Agreement shall not affect
      or limit the validity or enforceability of the remaining provisions of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              Entire
                Agreement

            


    

     

    16.1         Except
      as expressly
      provided in this Agreement and in the agreements, instruments and other
      documents contemplated or provided for herein, this Agreement contains the
      entire agreement between the parties with respect to the sale of the Shares
      and
      there are no other terms, conditions, representations or warranties, whether
      expressed, implied, oral or written, by statute or common law, by the Company
      or
      by anyone else.

     

    
      	
              17.

            	
              Notices

            


    

     

    17.1         All
      notices and other
      communications hereunder shall be in writing and shall be deemed to have been
      duly given if mailed or transmitted by any standard form of
      telecommunication.  Notices to the Subscriber shall be directed to the
      address on page [INSERT PAGE NUMBER] and notices to the Company shall be
      directed to it at the address set forth on page 1 of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              18.

            	
              Counterparts

            


    

     

    18.1         This
      Agreement may be
      executed in any number of counterparts, each of which, when so executed and
      delivered, shall constitute an original and all of which together shall
      constitute one instrument.

     

    IN
      WITNESS WHEREOF the Subscriber has duly executed this Agreement as of
      the date first above mentioned.

     

    DELIVERY
      INSTRUCTIONS

     

    
      	
              1.

            	
              Delivery
                - please deliver the certificates
                to:

            


    

     
      
        

      

    

     
      
        

      

    

     

    
      	
              2.

            	
              Registration
                - registration of the certificates which are to be delivered at closing
                should be made as follows:

            


    

     

    
      	
               

            	 


    

    
      	
               

            	
              (name)

            


    

     

    
      	
               

            	 


    

    
      	
               

            	
              (address)

            


    

     

    
      	
              3.

            	
              Theundersigned
                hereby acknowledges that it will deliver to the Company all such
                additional completed forms in respect of the Subscriber's purchase
                of the
                Shares as may be required for filing with the appropriate securities
                commissions and regulatory
                authorities.

            


    

     

    PAINTERS
      FOUNDATION

    (Name
      of Subscriber – Please type or
      print)

     

    /s/
      ________________________

    (Signature
      and, if applicable,
      Office)

    


    Address:

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    A
      C C E P T A N C E

     

    The
      above-mentioned Agreement in respect of the Shares is hereby accepted by AVRO
      ENERGY, INC.

     

    DATED
      ,
      the 1st  day of
      October, 2007.

     

    AVRO
      ENERGY INC.

     

    


     

    


     

    


     

    Per:           /s/
      Mike Kurtanjek

     

    ------------------------------------------

     

    MIKE  KURTANJEK