Exhibit 1 (10)


    
      

      

    

    


    SUBSCRIPTION
      AGREEMENT

    


    


    WELUND
      FUND, INC.

    


    


    These
      securities have not been registered with the U.S. Securities and Exchange
      Commission (the 

    “SEC”)
      under the Securities Act of 1933, as amended (the “Securities Act”), and are
      being

    offered
      in reliance on exemptions from registration provided in Section 4(2) of
      the

    Securities
      Act and Rule 506 of Regulation D promulgated thereunder
      and

    preemption
      from the registration or qualification requirements (other

    than
      notice filing and fee provisions) of applicable state laws
      under

    the
      National Securities Markets Improvement Act of 1996.

    ______________________________

    


    This
      Agreement dated as of August 9, 2006 shall constitute the irrevocable offer
      of
      the undersigned to purchase securities of Welund Fund, Inc. (the “Company”),
      subject to the terms and conditions set forth in this Agreement. On execution
      by
      both parties, this Agreement shall become a bilateral agreement binding on
      both
      the undersigned and the Company. Each part of this Agreement must be completed
      by the undersigned and, by execution below, the undersigned acknowledges that
      the undersigned understands that the Company is relying on the accuracy and
      completeness hereof in complying with the obligations under applicable
      securities laws.

    


    On
      the
      foregoing, it is hereby agreed as follows:

    


    1.    Subscription.
      The
      undersigned hereby irrevocably subscribes for the purchase of shares of Common
      Stock at the purchase price of $0.11 per share (the “Securities) in the Company,
      all as more particularly set forth in the signature box below. The undersigned
      is tendering to the Company:

    


    
      	 	
              (a)

            	
              an
                executed original Subscription
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              payment
                in full of the subscription amount;

            


    

    


    
      	 	
              (c)

            	
              an
                executed original Registration Rights Agreement;
                and

            


    

    


    2.    General
      Representations of Subscriber.
      The
      undersigned hereby represents and warrants as follows:

    


    (a)  
        The
      undersigned is over the age of 21 years;

    


    (b)  
        The
      undersigned is an “accredited investor” as defined under Rule 501 of Regulation
      D promulgated under the Securities Act. 

    


    (c) 
        The
      undersigned acknowledges that neither the SEC nor the securities commission
      of
      any state or other federal agency has made any determination as to the merits
      of
      purchasing the Securities.

    


    (d) 
        The
      undersigned understands the risks associated with initiating a new business
      enterprise with limited capitalization in a highly competitive business
      environment. 

    


    (e) 
        The
      undersigned acknowledges that an investment in the Company involves a high
      degree of risk. The undersigned acknowledges that no representations or
      warranties have been made to him or her, or to his or her advisors, by the
      Company, or by any person acting on behalf of the Company, with respect to
      the
      business of the Company or any other aspects or consequences of the purchase
      of
      the Securities and/or an investment in the Company.

     

    
 

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    (f)   The
      undersigned, either alone or with the assistance of one or more advisers
      selected and engaged by him or her, has such knowledge and experience in
      business and financial matters that he or she is capable of evaluating the
      Company and the risks and merits of an investment in the Company. 

    


    (g)   The
      undersigned has been provided with all materials and information requested
      by
      the undersigned or his or her representatives, including any information
      requested to verify any information furnished, and the undersigned has been
      provided the opportunity for direct communication with the Company and its
      representatives regarding the purchase made hereby, including the opportunity
      to
      ask questions of and receive answers from executive officers and directors
      of
      the Company.

    


    (h)   All
      information that the undersigned has provided to the Company or its agents
      or
      representatives concerning the undersigned’s suitability to invest in the
      Company is complete, accurate, and correct as of the date of the signature
      on
      the last page of this Agreement. Such information includes, but is not limited
      to, information concerning the undersigned’s personal financial affairs,
      business position, and the knowledge and experience of the undersigned and
      the
      undersigned’s advisers.

    


    (i)    The
      undersigned has no present intention of selling any of the Securities or the
      rights under this Agreement with others or of reselling or otherwise disposing
      of all or any portion of the Securities, either currently or after the passage
      of a fixed or determinable period of time, or on the occurrence or nonoccurrence
      of any predetermined event or circumstance.

    


    (j)    The
      undersigned was at no time solicited by any leaflet, public promotional meeting,
      circular, newspaper or magazine article, radio or television advertisement,
      or
      any other form of general advertising or solicitation in connection with the
      offer, sale, or purchase of the Securities through this Agreement.

    


    (k)   The
      undersigned has adequate means of providing for his or her current needs and
      possible personal contingencies and has no need now, and anticipates no need
      in
      the foreseeable future, to sell any of the Securities for which the undersigned
      hereby subscribes. The undersigned is able to bear the economic risks of this
      investment, and, consequently, without limiting the generality of the foregoing,
      is able to hold the Securities for an indefinite period of time, and has a
      sufficient net worth to sustain a loss of the entire investment, in the event
      such loss should occur.

    


    (l)    The
      undersigned is a resident of the state identified below the undersigned’s
      signature to this Agreement.

    


    (m) 
        The
      undersigned acknowledges that this Agreement may be accepted or rejected in
      whole or in part by the Company and that, to the extent the subscription may
      be
      rejected, the accompanying subscription payment will be refunded without payment
      of interest and without deduction of expenses.

    


    3.    Representations
      Regarding Exemptions and Restrictions on Transfer.

    


    (a)   In
      connection with the acquisition by the undersigned of the Securities, the
      undersigned represents that the Securities are being acquired without a view
      to,
      or for, resale in connection with any distribution of such Securities or any
      interest therein without registration or other compliance under the Securities
      Act and that the undersigned has no direct or indirect participation in any
      such
      undertaking or in the underwriting of such an undertaking.

    


    


    
      
        
           

        

        
          S-2

          
            

          

        

        
           

        

      

    

    


    


    (b)   The
      undersigned acknowledges that the Securities must be held and may not be sold,
      transferred, or otherwise disposed of for value unless subsequently registered
      under the Securities Act or an exemption from such registration is available;
      the Company is under no obligation to register the Securities under the
      Securities Act or under Section 12 of the Securities Exchange Act of 1934,
      as
      amended, except as expressly agreed to in writing by the Company; if Rule 144
      is
      available, and no assurance is given that it will be, initially only routine
      sales of such Securities in limited amounts can be made in reliance on Rule
      144
      in accordance with the terms and conditions of that rule; the Company is under
      no obligation to the undersigned to make Rule 144 available, except as may
      be
      expressly agreed to by it in writing; in the event Rule 144 is not available,
      compliance with Regulation A or some other exemption may be required before
      the
      undersigned can sell, transfer, or otherwise dispose of such Securities without
      registration under the Securities Act; the Company’s registrar and transfer
      agent will maintain a stop transfer order against the registration of transfer
      of the Securities; and the certificate representing the Securities will bear
      a
      legend so restricting the sale of such Securities. 

    


    (c)   The
      undersigned understands that the Securities have not been registered, but are
      being acquired by reason of a specific exemption under the Securities Act,
      as
      well as under certain state statutes for transactions by an issuer not involving
      any public offering, and that any disposition of the Securities may, under
      certain circumstances, be inconsistent with this exemption and may make the
      undersigned an “underwriter” within the meaning of the Securities
      Act.

    


    (d)   The
      undersigned understands that (i) after one year from the later of the date
      the Securities are acquired from the Company or an affiliate of the Company
      and
      the full purchase price or other consideration is paid, all as calculated in
      accordance with Rule 144(d), sales of the Securities in reliance on Rule 144
      can
      only be made in limited amounts in accordance with the terms and conditions
      of
      that rule; (ii) after two years from the date the Securities are fully paid
      for, as calculated in accordance with Rule 144(d), Securities can generally
      be
      sold without meeting these conditions provided the holder is not (and has not
      been for the preceding three months) an affiliate of the Company; (iii) the
      Company may refuse to register transfer of the Securities in the absence of
      compliance with Rule 144 unless the undersigned furnishes the Company with
      a
“no-action” or interpretative letter from the SEC or an opinion of counsel
      reasonably acceptable to the Company stating that the transfer is proper;
      further, unless such letter or opinion states that the Securities are free
      of
      any restrictions under the Securities Act, the Company may refuse to transfer
      the Securities to any transferee who does not furnish in writing to the Company
      the same representations and agree to the same conditions with respect to such
      Securities as are set forth herein; and (iv) the Company may also refuse to
      transfer the Securities if any circumstances are present reasonably indicating
      that the transferee’s representations are not accurate.

    


    (e)   The
      undersigned understands that the resale of the Securities must be effected
      in
      reliance on exemptions from registration under the Securities Act and applicable
      state securities laws. The undersigned understands that such an exemption may
      not be available and, in such case, he or she would not be able to resell the
      Securities held.

    


    4.    Indemnity.
      The
      undersigned hereby agrees to indemnify the Company, its controlling persons,
      persons who participated in the preparation of the Offering Information, and
      any
      person participating in the offering and to hold them harmless from and against
      any and all liability, damage, cost, or expense (including, but not limited
      to,
      reasonable attorneys’ fees) incurred on account of or arising out
      of:

    


    (a)   any
      inaccuracy in his or her declarations, representations, and warranties set
      forth
      herein or made by the undersigned to the Company in connection with his or
      her
      subscription; 

    


    (b)   the
      disposition of any of the Securities that he or she will receive, contrary
      to
      his or her declarations, representations, and warranties set forth herein;
      and


    


    (c)   any
      action, suit, or proceeding based on (i) the claim that said declarations,
      representations, or warranties made by the undersigned were inaccurate or
      misleading or otherwise cause for obtaining damages or redress from the Company,
      (ii) the disposition of any of the Securities or any part thereof contrary
      to the terms hereof, or (iii) the breach by the undersigned of any part of
      this Agreement. 

     

    
 

    
      
        
           

        

        
          S-3

          
            

          

        

        
           

        

      

    

    


    


    5.    Setoff.
      Notwithstanding the provisions of the last preceding section or the
      enforceability thereof, the undersigned hereby grants to the Company the right
      to setoff against any amounts payable by the Company to the undersigned, for
      whatever reason, of any and all damages, costs, or expenses (including, but
      not
      limited to, reasonable attorneys’ fees) that are incurred on account of or
      arising out of any of the items referred to in clauses (a) through (c) of the
      last preceding section. 

     

    6.    Registration
      Rights.
      The
      Company agrees to file a registration statement with respect to the Securities
      with the Securities and Exchange Commmission in accordance with the terms and
      conditions set forth in the Registration Rights Agreement which is attached
      as
      Exhibit A to this Subscription Agreement. Purchasers of Securitites hereunder
      will be required to execute and submit an original Registration Rights Agreement
      to the Company along with this Subscription Agreement. 

    


    7.    Miscellaneous.
      The
      undersigned further understands, acknowledges, and agrees that: 

    


    (a)   This
      Agreement is registered in the name of the undersigned on the books of the
      Company at its principal offices, and no transfer hereof shall be valid and
      binding on the Company unless made at such offices by the registered holder
      or
      his or her attorney-in-fact duly authorized in writing. The Company may deem
      and
      treat the person in whose name this Agreement is registered as the absolute
      owner hereof for the purpose of receiving any Securities issuable pursuant
      hereto and for all other purposes. 

    


    (b)   This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      state of Nevada.

    


    (c)   This
      Agreement constitutes the entire agreement between the parties respecting the
      subject matter hereof. 

    


    (d)   Notwithstanding
      any of the representations, warranties, acknowledgments, or agreements made
      herein by the undersigned, the undersigned does not waive any rights granted
      to
      the undersigned under federal or state securities laws. 

    


    (e)   This
      Agreement does not entitle the undersigned to any rights as a holder of the
      Company’s common stock with respect to any Securities purchasable hereunder that
      have not been fully paid for.

     

    The
      Company will notify the subscriber of the acceptance of this subscription by
      returning a copy of this Agreement properly executed by the Company below
      indicating such acceptance.

    


    
      	
              Number
                of Units

            	 	 	 	 
	
              United
                States Dollar amount per Unit

            	 	
              $

            	
              0.11

            	 
	 	 	 	 	 
	
              Total
                amount payable for Units

            	 	
              $

            	

            	 


    

    


    


    
      
        
           

        

        
          S-4

          
            

          

        

        
           

        

      

    

    


    


    Subscriber:

     

     

    
      	
              
Full
              Name of Person or Entity	 	
              
                
 Date

            
	 	 	 
	
              
                
 Signature
                of Person or Entity Authorized

            	 	
              
                
 Title
                of Authorized Representative Representative Signing for
                Entity

            
	 	 	 
	
              
                
 Number
                and Street

            	 	
              
                
 Signature
                of Joint Subscriber, If Any

            
	 	 	 
	
              
                
 City,
                State and Zip

            	 	
              
                
 Tax
                Identification or Social Security Number

            
	 	 	 
	
              
                
 Business
                Address (number and street)

            	 	
              
                
 Daytime
                telephone number

            
	 	 	 
	
              
                
 City,
                State and Zip

            	 	
              
                
 Facsimile
                telephone number

            
	 	 	 
	
              
                
 E-mail
                address

            	 	
              
                
 Cellular
                telephone number

            


    

    


    


     

    


    


    ACCEPTANCE
      OF SUBSCRIPTION

    


    The
      foregoing subscription is hereby accepted this ____ day of
      _______________________, 2006.

    


    
      	 	
              WELUND
                FUND, INC.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By
                

            	 
	 	 	
              
                
 Duly
                authorized officer

            
	 	 	 
	 	 	 


    

    
 

     

     

     

     

     

     

     

    S-5