Common use of Representations by Participant Clause in Contracts

Representations by Participant. In consideration of the Company's acceptance of participation, I make the following representations and warranties to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in the Shares: (a) I have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in the Shares has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to my participation in the Shares. (c) The Shares are being purchased for my own account for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meanings of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I or my agents or investment advisors have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in the Shares to evaluate the merits and risks of participation and to make an informed investment decision. (d) I understand that (A) the Shares (1) have not been registered under the Securities Act or any state securities laws, (2) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in the WWT Registration Rights Agreement, I represent, warrant and agree that the Company and the officers of the Company (the "Company's Officers") are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (g) I represent that I am an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act and I have executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A. (h) I understand that the participation in the Shares is illiquid, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (i) I understand that my right to transfer my participation in the Shares will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (j) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in the Shares, and have done so, to the extent I consider necessary. (k) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (m) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (n) I and my affiliates do not have, and during the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.

Representations by Participant. In consideration of the Company's acceptance of participationthe Subscription, I make the following representations and warranties to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in subscription of the Shares: (a) I have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in subscription of the Shares has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to my participation in the Shares. (c) The Shares are being purchased for my own account for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within to immediately re-sell the meanings of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities lawsShares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I or my agents or investment advisors have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in purchase of the Shares to evaluate the merits and risks of participation thereof and to make an informed investment decision. (d) I understand acknowledge that (A) the Shares (1) have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any state securities other applicable blue sky laws, (2) will be issued in reliance upon an exemption from the registration reliance, in part, on my representations, warranties and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed agreements made herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in the WWT Registration Rights Agreement, I represent, warrant and agree that the Company and the officers of the Company (the "Company's Officers") are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (gf) I represent that I am an "accredited investor" within meet the meaning of Rule 501 of Regulation D under the Securities Act and criteria for participation because (i) I have executed a preexisting personal or business relationship with the Certificate Company or one or more of Accredited Investor Statusits partners, attached hereto as Exhibit A.officers, directors or controlling persons or (ii) by reason of my business or financial experience, or by reason of the business or financial experience of my financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, I am capable of evaluating the risk and merits of an investment in the Shares and of protecting my own interests; AND (hi) I have minimum net worth in excess of $1,000,000, or (ii) I have income in excess of $200,000 or joint income with my spouse in excess of $300,000 in each of the two most recent years, and I/we have a reasonable expectation of reaching the same income level in the current year; or (iii) I am a director or executive officer of the Company; or (iv) If a trust, the trust has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in 7 CFR Sec. 230.506(b)(2)(ii); or (v) If a corporation or partnership, the corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or (vi) If an entity, all of the equity owners meet the criteria for participation set forth in this Paragraph 2(f). (g) I understand that the participation in Shares are illiquid, and until registered with the Shares is illiquidSecurities Exchange Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (ih) I understand that my right to transfer my participation in the Shares will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (ji) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in purchasing the Shares, and have done so, to the extent I consider necessary. (kj) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officersOfficers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (mk) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (n) I and my affiliates do not have, and during the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.

Representations by Participant. In consideration of the Company's acceptance of participationthe Subscription, I make the following representations and warranties to the Company, Company and to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in subscription of the Shares: (a) Prior to the time of purchase of any Shares, I received a copy of the Private Placement Memorandum, dated _____________, 2004 (the "Memorandum"), relating to the offering of the Shares, and I have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in subscription of the Shares has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of general advertising or general solicitation (as those terms are defined in Regulation D of the United States Securities Act of 1933, as amended (the "SECURITIES ACT")) with respect to my participation in the Shares.. CHINA GRANITE CORPORATION 1 Subscription Agreement (c) The Shares are being purchased for my own account, and not on behalf of any other person or for the account of another "accredited investor" (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act) ("ACCREDITED INVESTOR") with respect to which I exercise sole investment discretion, for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within to immediately re-sell the meanings of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities lawsShares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I . (d) I, or my agents or investment advisors advisors, (i) have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in purchase of the Shares to evaluate the merits and risks of participation thereof and to make an informed investment decisiondecision and (ii) am able, without impairing my financial condition, to hold such Shares for an indefinite period of time and to bear the economic risks of, and withstand a complete loss of, such investment. (de) I understand acknowledge that (A) the Shares (1) have not been registered under the Securities Act or any state securities laws, (2) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted qualified under the Securities Act and any applicable state securities laws, pursuant to registration or exemption therefromin reliance, in part, on my representations, warranties and agreements made herein. (f) Other than the rights specifically set forth in the WWT Registration Rights Agreementthis Subscription, I represent, warrant and agree that the Company and the officers of the Company (the "Company's OfficersCOMPANY'S OFFICERS") are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (g) I represent that I meet the criteria for participation because (i) I have a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons or (ii) by reason of my business or financial experience, or by reason of the business or financial experience of my financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, I am capable of evaluating the risk and merits of an investment in the Shares and of protecting my own interests, AND I am an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act and I have executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A.Investor. (h) I understand that the participation in Shares are illiquid, and until registered with the Shares is illiquidSecurities Exchange Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (i) I understand agree that my right if I decide to offer, sell or otherwise transfer my participation in any of the Shares Shares, I will be restricted against transfers unless not offer, sell or otherwise transfer any such securities, directly or indirectly, unless: (i) the transfer is to the Company, (ii) the transfer is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the Securities Act and in compliance with CHINA GRANITE CORPORATION 2 Subscription Agreement applicable local laws and regulations, (iii) the transfer is made in compliance with an exemption from registration under the Securities Act provided by Rule 144 thereunder, or (iv) the securities are transferred in a transaction that does not require registration under the Securities Act or any applicable state securities laws and it has furnished to the Company an opinion of counsel in violation form and substance reasonably satisfactory to the Company to such effect; (j) I understand and acknowledge that upon the original issuance of the Shares, and until such time as the same is no longer required under applicable requirements of the Securities Act or applicable state securities laws, certificates representing the Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM THE CORPORATION'S REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION'S REGISTRAR AND TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT"; provided, that if the Shares are being sold in compliance with the requirements of Rule 904 of Regulation S under the Securities Act, as referred to above, the legend may be removed by providing a declaration to the Company's registrar and transfer agent for the Shares in the form attached hereto as Annex A (or as the Company may prescribe from time to time); provided further, that, if any of the Shares are being sold pursuant to Rule 144 of the Securities Act, the California legend may be removed by delivery to the Company's registrar and transfer agent of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company, to the effect that the legend is no longer required under applicable requirements of the Securities Law, and any other applicable Act or state securities laws laws; CHINA GRANITE CORPORATION 3 Subscription Agreement (including investment suitability standards), that k) I consent to the Company will not consent making a notation on its records or giving instructions to a any transfer agent of participation in the Shares unless in order to implement the transferee represents that such transferee meets the financial suitability standards required of an initial participant restrictions on transfer set forth and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.described herein; (jl) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in purchasing the Shares, and have done so, to the extent I consider necessary. (km) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officersOfficers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (mn) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (n) I and my affiliates do not have, and during the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.

Representations by Participant. In consideration of the Company's acceptance of participationthe Subscription, I make the following representations and warranties to the Company, Company and to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in subscription of the Shares: (a) I have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in subscription of the Shares has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to my participation in the Shares. (c) The Shares are being purchased for my own account for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within to immediately re-sell the meanings of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities lawsShares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I or my agents or investment advisors have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in purchase of the Shares to evaluate the merits and risks of participation thereof and to make an informed investment decision. (d) I understand acknowledge that (A) the Shares (1) have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any state securities other applicable blue sky laws, (2) will be issued in reliance upon an exemption from the registration reliance, in part, on my representations, warranties and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed agreements made herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in this Subscription and the WWT Registration Rights AgreementWarrant, I represent, warrant and agree that the Company and the officers of the Company (the "Company's Officers") are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (gf) I represent that I am an "accredited investor" within meet the meaning of Rule 501 of Regulation D under the Securities Act and criteria for participation because (i) I have executed a preexisting personal or business relationship with the Certificate Company or one or more of Accredited Investor Statusits partners, attached hereto as Exhibit A.officers, directors or controlling persons or (ii) by reason of my business or financial experience, or by reason of the business or financial experience of my financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, I am capable of evaluating the risk and merits of an investment in the Shares and of protecting my own interests; AND (hi) I have minimum net worth in excess of $1,000,000, or (ii) I have income in excess of $200,000 or joint income with my spouse in excess of $300,000 in each of the two most recent years, and I/we have a reasonable expectation of reaching the same income level in the current year; or (iii) I am a director or executive officer of the Company; or (iv) If a trust, the trust has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in 7 CFR Sec. 230.506(b)(2)(ii); or (v) If a corporation or partnership, the corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or (vi) If an entity, all of the equity owners meet the criteria for participation set forth in this Paragraph 2(f). (g) I understand that the participation in Shares are illiquid, and until registered with the Shares is illiquidSecurities Exchange Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (ih) I understand that my right to transfer my participation in the Shares will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (ji) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in purchasing the Shares, and have done so, to the extent I consider necessary. (kj) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officersOfficers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (mk) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (n) I and my affiliates do not have, and during the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.

Representations by Participant. In consideration of the Company's ’s potential acceptance of participationthe Subscription, I make each Participant individually, and not jointly or severally, makes the following representations and warranties to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in the SharesSubscription by the Company: (a) I have Without limiting its right to rely upon the representations and warranties of the Company in Section 3, prior to the time of purchase of the Shares, Participant has had an opportunity to review the Company’s reports, schedules, forms, statements and other documents filed by it with the United States Securities and Exchange Commission (the “SEC Reports”) (which filings can be accessed by going to htxx://xxx.xxx.xxx/xxxxx/xearchedgar/companysearch.html, typing “PEDEVCO” in the “Company name” field, and clicking the “Search” button), and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my Participant’s understanding of the terms thereof and of the Company's ’s business and status thereof, and . Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral information furnished to the undersigned or my advisors in connection with my participation written, other than as provided in the Shares SEC Reports and herein, on which Participant has been relied upon in any way inconsistent with other documentary information provideddeciding to invest in the Securities. (b) I acknowledge Participant acknowledges that I have Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising general solicitation or general solicitation with respect to my participation in the Shares. advertising (c) The Shares are being purchased for my own account for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meanings meaning of Regulation D under the Securities Act of 1933, as amended (the "“Securities Act"”), ) with respect to the Securities. (c) The Securities are being acquired for Participant’s own account and any applicable state securities laws. No other person or entity will have any direct or indirect beneficial interest in, or right to, not with a view to resale the Shares. I or my agents or investment advisors have such knowledge and experience Securities in financial and business matters relating to an investment violation of this type that will enable me to utilize the information made available to me in connection with the participation in the Shares to evaluate the merits and risks of participation and to make an informed investment decisionSecurities Act. (d) I understand Participant acknowledges that (A) the Shares (1) Securities have not been registered under the Securities Act or qualified under any state securities blue sky laws, (2) will be issued in reliance upon an exemption from the registration reliance, in part, on Participant’s representations, warranties and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed agreements made herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in this Subscription and disclosed in the WWT Registration Rights AgreementSEC Reports, I representParticipant represents, warrant warrants and agree agrees that the Company and the officers of the Company (the "“Company's ’s Officers"”) are under no obligation to register or qualify the participation in the Shares Securities under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Securities and of protecting its own interests; (g) I represent Participant represents that I am Participant is an "“accredited investor" within the meaning of ” as such term is defined in Rule 501 of Regulation D under the Securities Act Act, and I have has executed the Certificate of Accredited Investor StatusStatus and Investor Information, attached hereto as Exhibit A. (h) I understand Participant understands that the participation in the Shares is illiquid, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (i) I understand that my right to transfer my participation in the Shares Securities will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, Act and any other applicable state or foreign securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares Securities unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (ji) I have Participant has been advised to consult with my its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in purchasing the SharesSecurities, and have has done so, to the extent I consider Participant considers necessary. (kj) I acknowledge Participant acknowledges that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officers’s Officers, any other investors, nor the partners, shareholders, members, managersdirectors, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me Participant of an investment in the Company. I Participant will look solely to and rely upon my its own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (mk) All information which I have Participant has provided to the Company concerning myselfParticipant, my its financial position and my its knowledge of financial and business matters matters, and any information found in the Certificate of Accredited Investor Status and Investor Information, is truthful, accurate, correct correct, and complete as of the date set forth herein. (l) Participant is in full compliance with, and the Participant’s payment of the Purchase Price in connection with the Offering will be in full compliance with, all applicable U.S. laws, regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money laundering requirements, including but not limited to the following laws: (1) the International Emergency Economic Powers Act, 50 U.S.C. 1701-1706; (2) the National Emxxxxxxxxx Xxx, 00 X.X.X. 0000-0000; (3) section 5 of the United Nations Participation Act of 1945, 22 U.S.C. 287c; (4) Section 321 of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979, as amended, 50 U.S.C. app. I agree 2401-2420; (6) the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening America by Providing Appropriate Tools Required to furnish Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. The Participant represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations (collectively, the “Regulations”). To the best of the Participant’s knowledge, none of: (1) the Participant; (2) any person controlling or controlled by the Participant; (3) if the Participant is a privately-held entity, any person having a beneficial interest in the Participant; or (4) any person for whom the Participant is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an Office of Foreign Assets Control (“OFAC”) list, or a person or entity prohibited under the OFAC Programs. Participant will provide additional information or take such other actions as may be necessary or advisable for the Company, in its sole judgment, to comply with any such Regulations. (m) The Participant (on its own behalf and, if applicable, on behalf of any person for whose benefit the Participant is subscribing) acknowledges and consents to the fact the Company is collecting the Participant’s (and any beneficial purchaser’s) personal information pursuant to this Agreement. The Participant (on its own behalf and, if applicable, on behalf of any person for whose benefit the Participant is subscribing) acknowledges and consents to the Company retaining the personal information for as long as permitted or required by applicable law or business practices. The Participant (on its own behalf and, if applicable, on behalf of any person for whose benefit the Participant is subscribing) further acknowledges and consents to the fact the Company may reasonably request in order be required by applicable securities laws and stock exchange rules to verify provide regulatory authorities any personal information provided by the accuracy Participant respecting itself (and any beneficial purchaser). By executing this Agreement, the Participant is deemed to be consenting to the foregoing collection, use and disclosure of the information contained herein Participant’s (and agree any beneficial purchaser’s) personal information. The Participant also consents to notify the Company immediately filing of copies or originals of any material change of the Participant’s documents described herein as may be required to be filed with any stock exchange or securities regulatory authority in connection with the information provided herein transactions contemplated hereby. The Participant represents and warrants that occurs prior it has the authority to provide the Company's acceptance consents and acknowledgments set out in this paragraph on behalf of this Subscriptionall beneficial purchasers. (n) I and my affiliates do not haveEach certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and during the 30 day period prior to the date of this SubscriptionAS AMENDED, I and my affiliates have not entered intoAND MAY NOT BE SOLD, any "put equivalent position" or short sale positions with respect to the Common StockTRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.

Representations by Participant. In consideration of the Company's ’s acceptance of participationthe Subscription, I make Participant makes the following representations and warranties to the Company, Company and to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in the SharesSubscription by the Company: (a) I have Prior to the time of purchase of any Shares, Participant received a copy of the Amended Certificate and the Certificate of Designation. Participant has reviewed the Amended Certificate and the Certificate of Designation, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my Participant’s understanding of the terms thereof and of the Company's ’s business and status thereof, and such questions, if any, have been answered to the satisfaction of the Participant. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral information furnished to the undersigned or my advisors in connection with my participation written, other than as provided in the Shares Amended Certificate and the Certificate of Designation, on which Participant has been relied upon in deciding to invest in the Shares, including without limitation, any way inconsistent information with other documentary information providedrespect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (b) I acknowledge Participant acknowledges that I have Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to my participation in the Shares. (c) The Shares are being purchased for my Participant’s own account for long-term investment purposes only and not with a view to, or for resale sale in connection with, any distribution or public offering thereof within the meanings a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the "“Securities Act"”), and in a manner which would require registration under the Securities Act or any applicable state securities laws. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I or my agents or investment advisors have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in the Shares to evaluate the merits and risks of participation and to make an informed investment decision.___________ Subscription Agreement Participant’s Initials 2 Lafayette Energy Corp (d) I understand Participant acknowledges that (A) the Shares (1) have not been registered under the Securities Act Act, or qualified under Delaware securities law, or any state securities other applicable blue sky laws, (2) will be issued in reliance upon an exemption from the registration reliance, in part, on Participant’s representations, warranties and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed agreements made herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities Participant represents, warrants and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in the WWT Registration Rights Agreement, I represent, warrant and agree agrees that the Company and the officers of the Company (the "“Company's ’s Officers"”) are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests. (g) I represent Participant represents that I am Participant is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D under the Securities Act and I have Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A.C. (h) I understand Participant understands that the participation in Shares are illiquid, and until registered with the Shares is illiquidSecurities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them them, and that I Participant may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I Participant must not purchase participation in the Shares unless I have Participant has liquid assets sufficient to assure myself Participant that such purchase will cause me it no undue financial difficulties difficulties, and that I Participant can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mineParticipant, is reasonable in relation to my its net worth. (i) I understand Participant understands that my the right to transfer my participation in the Shares will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (j) I have Participant has been advised to consult with my its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in purchasing the Shares, and have has done so, to the extent I consider Participant considers necessary. (k) I acknowledge Participant acknowledges that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's ’s officers, any other investors, nor the partners, shareholders, members, managersdirectors, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me Participant of an investment in the Company. I Participant will look solely to and rely upon my its own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated . _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares._ Subscription Agreement Participant’s Initials 3 Lafayette Energy Corp (ml) All information which I have Participant has provided to the Company concerning myselfParticipant, my its financial position and my its knowledge of financial and business matters matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct correct, and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (nm) I Participant is able to bear the economic risk of the investment in the Shares and my affiliates do not have, and during Participant has sufficient net worth to sustain a loss of Participant’s entire investment in the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common StockCompany without economic hardship if such a loss should occur. (ol) If I am not a United States person, I hereby represent that I have satisfied myself as Each certificate or instrument representing securities issuable pursuant to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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 consequencesAgreement, if any, that may will be relevant to endorsed with the purchasefollowing legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, holdingAS AMENDED, redemptionAND MAY NOT BE SOLD, sale or transfer of the Shares. My subscription and payment forTRANSFERRED, and my continued beneficial ownership of the SharesASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, will not violate any applicable securities or other laws of such jurisdictionTHE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Representations by Participant. In consideration of the Company's ’s potential acceptance of participationthe Subscription, I make Participant makes the following representations and warranties to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in the SharesSubscription by the Company: (a) I have Without limiting its right to rely upon the representations and warranties of the Company in Section 3, prior to the time of purchase of the Shares, Participant has had an opportunity to review the Company’s reports, schedules, forms, statements and other documents filed by it with the United States Securities and Exchange Commission (the “SEC Reports”) (which filings can be accessed by going to hxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html, typing “US Energy Corp” in the “Company name” field, and clicking the “Search” button), and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my Participant’s understanding of the terms thereof and of the Company's ’s business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in the Shares has been in any way inconsistent with other documentary information provided.. Subscription Agreement 2 U.S. Energy Corp. (b) I acknowledge Participant acknowledges that I have Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising general solicitation or general solicitation with respect to my participation in the Shares. advertising (c) The Shares are being purchased for my own account for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meanings meaning of Regulation D under the Securities Act of 1933, as amended (the "“Securities Act"”), ) with respect to the Securities. (c) The Securities are being acquired for Participant’s own account and any applicable state securities laws. No other person or entity will have any direct or indirect beneficial interest in, or right to, not with a view to resale the Shares. I or my agents or investment advisors have such knowledge and experience Securities in financial and business matters relating to an investment violation of this type that will enable me to utilize the information made available to me in connection with the participation in the Shares to evaluate the merits and risks of participation and to make an informed investment decisionSecurities Act. (d) I understand Participant acknowledges that (A) the Shares (1) Securities have not been registered under the Securities Act or qualified under any state securities blue sky laws, (2) will be issued in reliance upon an exemption from the registration reliance, in part, on Participant’s representations, warranties and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed agreements made herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in this Subscription and disclosed in the WWT Registration Rights AgreementSEC Reports, I representParticipant represents, warrant warrants and agree agrees that the Company and the officers of the Company (the "“Company's ’s Officers"”) are under no obligation to register or qualify the participation in the Shares Securities under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (gf) I represent Participant represents that I am Participant is (i) an "“accredited investor" within the meaning of ” as such term is defined in Rule 501 of Regulation D under the Securities Act Act, and I have has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A. (hg) I understand Participant understands that the participation in the Shares is illiquid, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (i) I understand that my right to transfer my participation in the Shares Securities will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, Act and any other applicable state or foreign securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transferlaws. (jh) I have Participant has been advised to consult with my its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in purchasing the SharesSecurities, and have has done so, to the extent I consider Participant considers necessary. (ki) I acknowledge Participant acknowledges that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officers’s Officers, any other investors, nor the partners, shareholders, members, managersdirectors, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me Participant of an investment in the Company. I Participant will look solely to and rely upon my its own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (mj) All information which I have Participant has provided to the Company concerning myselfParticipant, my its financial position and my its knowledge of financial and business matters matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct correct, and complete as of the date set forth herein. I agree Subscription Agreement 3 U.S. Energy Corp. (l) Participant is in full compliance with, and the Participant’s payment of the Purchase Price in connection with the Offering will be in full compliance with, all applicable U.S. laws, regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money laundering requirements, including but not limited to furnish the following laws: (1) the International Emergency Economic Powers Act, 50 U.S.C. 1701-1706; (2) the National Exxxxxxxxxx Xxx, 00 X.X.X. 0000-0000; (3) section 5 of the United Nations Participation Act of 1945, 22 U.S.C. 287c; (4) Section 321 of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979, as amended, 50 U.S.C. app. 2401-2420; (6) the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. The Participant represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations (collectively, the “Regulations”). To the best of the Participant’s knowledge, none of: (1) the Participant; (2) any person controlling or controlled by the Participant; (3) if the Participant is a privately-held entity, any person having a beneficial interest in the Participant; or (4) any person for whom the Participant is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an Office of Foreign Assets Control (“OFAC”) list, or a person or entity prohibited under the OFAC Programs. Participant will provide additional information or take such other actions as may be necessary or advisable for the Company, in its sole judgment, to comply with any such Regulations. (m) The Participant (on its own behalf and, if applicable, on behalf of any person for whose benefit the Participant is subscribing) acknowledges and consents to the fact the Company is collecting the Participant’s (and any beneficial purchaser’s) personal information pursuant to this Agreement. The Participant (on its own behalf and, if applicable, on behalf of any person for whose benefit the Participant is subscribing) acknowledges and consents to the Company retaining the personal information for as long as permitted or required by applicable law or business practices. The Participant (on its own behalf and, if applicable, on behalf of any person for whose benefit the Participant is subscribing) further acknowledges and consents to the fact the Company may reasonably request in order be required by applicable securities laws and stock exchange rules to verify provide regulatory authorities any personal information provided by the accuracy Participant respecting itself (and any beneficial purchaser). By executing this Agreement, the Participant is deemed to be consenting to the foregoing collection, use and disclosure of the information contained herein Participant’s (and agree any beneficial purchaser’s) personal information. The Participant also consents to notify the Company immediately filing of copies or originals of any material change of the Participant’s documents described herein as may be required to be filed with any stock exchange or securities regulatory authority in connection with the information provided herein transactions contemplated hereby. The Participant represents and warrants that occurs prior it has the authority to provide the Company's acceptance consents and acknowledgments set out in this paragraph on behalf of this Subscriptionall beneficial purchasers. (n) I and my affiliates do not haveEach certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and during the 30 day period prior to the date of this SubscriptionAS AMENDED, I and my affiliates have not entered intoAND MAY NOT BE SOLD, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States personTRANSFERRED, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this SubscriptionASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, including (i) the legal requirements within such jurisdiction for the purchase of the SharesTHE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, (ii) any foreign exchange restrictions applicable to such purchaseSTATING THAT SUCH SALE, (iii) any governmental or other consents that may need to be obtainedTRANSFER, 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 SharesASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.Subscription Agreement 4 U.S. Energy Corp.

Representations by Participant. In consideration of the Company's ’s potential acceptance of participationthe Subscription, I make each Participant individually, and not jointly or severally, makes the following representations and warranties to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in the SharesSubscription by the Company: (a) I have Without limiting its right to rely upon the representations and warranties of the Company in Section 3, prior to the time of purchase of the Shares, Participant has had an opportunity to review the Company’s reports, schedules, forms, statements and other documents filed by it with the United States Securities and Exchange Commission (the “SEC Reports”) (which filings can be accessed by going to htxx://xxx.xxx.xxx/xxxxx/xearchedgar/companysearch.html, typing “PEDEVCO” in the “Company name” field, and clicking the “Search” button), and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my Participant’s understanding of the terms thereof and of the Company's ’s business and status thereof, and . Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral information furnished to the undersigned or my advisors in connection with my participation written, other than as provided in the Shares SEC Reports and herein, on which Participant has been relied upon in any way inconsistent with other documentary information provideddeciding to invest in the Securities. (b) I acknowledge Participant acknowledges that I have Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising general solicitation or general solicitation with respect to my participation in the Shares. advertising (c) The Shares are being purchased for my own account for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meanings meaning of Regulation D under the Securities Act of 1933, as amended (the "“Securities Act"”), ) with respect to the Securities. (c) The Securities are being acquired for Participant’s own account and any applicable state securities laws. No other person or entity will have any direct or indirect beneficial interest in, or right to, not with a view to resale the Shares. I or my agents or investment advisors have such knowledge and experience Securities in financial and business matters relating to an investment violation of this type that will enable me to utilize the information made available to me in connection with the participation in the Shares to evaluate the merits and risks of participation and to make an informed investment decisionSecurities Act. (d) I understand Participant acknowledges that (A) the Shares (1) Securities have not been registered under the Securities Act or qualified under any state securities blue sky laws, (2) will be issued in reliance upon an exemption from the registration reliance, in part, on Participant’s representations, warranties and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed agreements made herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in this Subscription and disclosed in the WWT Registration Rights AgreementSEC Reports, I representParticipant represents, warrant warrants and agree agrees that the Company and the officers of the Company (the "“Company's ’s Officers"”) are under no obligation to register or qualify the participation in the Shares Securities under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Securities and of protecting its own interests; (g) I represent Participant represents that I am Participant is (i) an "“accredited investor" within the meaning of ” as such term is defined in Rule 501 of Regulation D under the Securities Act Act, and I have has executed the Certificate of Accredited Investor Status and Investor Information, attached hereto as Exhibit A, and (ii) not a “U.S. person” within the meaning of Regulation S under the Securities Act, and has executed the Certificate of Non-U.S. Investor Status, attached hereto as Exhibit A. (h) I understand that the participation in the Shares is illiquid, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (i) I understand that my right to transfer my participation in the Shares will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (j) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in the Shares, and have done so, to the extent I consider necessary. (k) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (m) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (n) I and my affiliates do not have, and during the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.B.

Representations by Participant. In consideration of the Company's ’s acceptance of participationthe Subscription, I make Participant makes the following representations and warranties to the Company, Company and to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in the SharesSubscription by the Company: (a) I have Prior to the time of purchase of any Shares, Participant received a copy of the Amended Certificate and the Certificate of Designation. Participant has reviewed the Amended Certificate and the Certificate of Designation, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my Participant’s understanding of the terms thereof and of the Company's ’s business and status thereof, and such questions, if any, have been answered to the satisfaction of the Participant. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral information furnished to the undersigned or my advisors in connection with my participation written, other than as provided in the Shares Amended Certificate and the Certificate of Designation, on which Participant has been relied upon in deciding to invest in the Shares, including without limitation, any way inconsistent information with other documentary information providedrespect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (b) I acknowledge Participant acknowledges that I have Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to my participation in the Shares. (c) The Shares are being purchased for my Participant’s own account for long-term investment purposes only and not with a view to, or for resale sale in connection with, any distribution or public offering thereof within the meanings a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the "“Securities Act"”), and in a manner which would require registration under the Securities Act or any applicable state securities laws. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I or my agents or investment advisors have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in the Shares to evaluate the merits and risks of participation and to make an informed investment decision._______________ Subscription Agreement Participant’s Initials 2 Lafayette Energy Corp (d) I understand Participant acknowledges that (A) the Shares (1) have not been registered under the Securities Act Act, or qualified under Delaware securities law, or any state securities other applicable blue sky laws, (2) will be issued in reliance upon an exemption from the registration reliance, in part, on Participant’s representations, warranties and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed agreements made herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities Participant represents, warrants and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in the WWT Registration Rights Agreement, I represent, warrant and agree agrees that the Company and the officers of the Company (the "“Company's ’s Officers"”) are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests. (g) I represent Participant represents that I am Participant is an "“accredited investor" ” within the meaning of Rule 501 of Regulation D under the Securities Act and I have Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A.C. (h) I understand Participant understands that the participation in Shares are illiquid, and until registered with the Shares is illiquidSecurities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them them, and that I Participant may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I Participant must not purchase participation in the Shares unless I have Participant has liquid assets sufficient to assure myself Participant that such purchase will cause me it no undue financial difficulties difficulties, and that I Participant can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mineParticipant, is reasonable in relation to my its net worth. (i) I understand Participant understands that my the right to transfer my participation in the Shares will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (j) I have Participant has been advised to consult with my its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in purchasing the Shares, and have has done so, to the extent I consider Participant considers necessary. (k) I acknowledge Participant acknowledges that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's ’s officers, any other investors, nor the partners, shareholders, members, managersdirectors, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me Participant of an investment in the Company. I Participant will look solely to and rely upon my its own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated . _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares._ Subscription Agreement Participant’s Initials 3 Lafayette Energy Corp (ml) All information which I have Participant has provided to the Company concerning myselfParticipant, my its financial position and my its knowledge of financial and business matters matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct correct, and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (nm) I Participant is able to bear the economic risk of the investment in the Shares and my affiliates do not have, and during Participant has sufficient net worth to sustain a loss of Participant’s entire investment in the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common StockCompany without economic hardship if such a loss should occur. (ol) If I am not a United States person, I hereby represent that I have satisfied myself as Each certificate or instrument representing securities issuable pursuant to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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 consequencesAgreement, if any, that may will be relevant to endorsed with the purchasefollowing legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, holdingAS AMENDED, redemptionAND MAY NOT BE SOLD, sale or transfer of the Shares. My subscription and payment forTRANSFERRED, and my continued beneficial ownership of the SharesASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, will not violate any applicable securities or other laws of such jurisdictionTHE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Representations by Participant. In consideration of the Company's ’s acceptance of participation, I make the following representations and warranties to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in the Shares: (a) I have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's ’s business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in the Shares has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to my participation in the Shares. (c) The Shares are being purchased for my own account for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within to immediately re-sell the meanings of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities lawsShares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I or my agents or investment advisors have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in the Shares to evaluate the merits and risks of participation and to make an informed investment decision. (d) I understand acknowledge that (A) the Shares (1) have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any state securities other applicable blue sky laws, (2) will be issued in reliance upon an exemption from the registration reliance, in part, on my representations, warranties and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed agreements made herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in the WWT Registration Procera Shareholder Rights Agreement, I represent, warrant and agree that the Company and the officers of the Company (the "Company's ’s Officers") are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (gf) I represent that I am an "accredited investor" within meet the meaning of Rule 501 of Regulation D under the Securities Act and criteria for participation because (i) I have executed a preexisting personal or business relationship with the Certificate Company or one or more of Accredited Investor Statusits partners, attached hereto as Exhibit A.officers, directors or controlling persons or (ii) by reason of my business or financial experience, or by reason of the business or financial experience of my financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, I am capable of evaluating the risk and merits of an investment in the Shares and of protecting my own interests; AND (hi) I have minimum net worth in excess of $1,000,000, or (ii) I have income in excess of $200,000 or joint income with my spouse in excess of $300,000 in each of the two most recent years, and I/we have a reasonable expectation of reaching the same income level in the current year; or (iii) I am a director or executive officer of the Company; or (iv) If a trust, the trust has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in 7 CFR § 230.506(b)(2)(ii); or (v) If a corporation or partnership, the corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or (vi) If an entity, all of the equity owners meet the criteria for participation set forth in this Paragraph 2(f). (g) I understand that the participation in the Shares is illiquid, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (ih) I understand that my right to transfer my participation in the Shares will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (ji) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in the Shares, and have done so, to the extent I consider necessary. (kj) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officers’s Officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (mk) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (n) I and my affiliates do not have, and during the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.

Representations by Participant. In consideration of the Company's acceptance of participationthe Subscription, I make the following representations and warranties andwarranties to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in subscription of the Shares: (a) Prior to the time of purchase of any Shares, I received a copy of the Private Placement Memorandum, dated September 19, 2003, relating to the offering in the United States of the Shares, and I have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in subscription of the Shares has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of general advertising or general solicitation (as those terms are defined in Regulation D of the United States Securities Act of 1933, as amended (the "SECURITIES ACT")) with respect to my participation in the Shares. (c) The Shares are being purchased for my own account, and not on behalf of any other person or for the account of another "accredited investor" (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act) ("ACCREDITED INVESTOR") with respect to which I exercise sole investment discretion, for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within to immediately re-sell the meanings of the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities lawsShares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I . (d) I, or my agents or investment advisors advisors, (i) have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in purchase of the Shares to evaluate the merits and risks of participation thereof and to make an informed investment decisiondecision and (ii) am able, without impairing my financial condition, to hold such Shares for an indefinite period of time and to bear the economic risks of, and withstand a complete loss of, such investment. (de) I understand acknowledge that (A) the Shares (1) have not been registered under the Securities Act or any state securities laws, (2) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION." (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "Restricted Securities" within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted qualified under the Securities Act and any applicable state securities laws, pursuant to registration or exemption therefromin reliance, in part, on my representations, warranties and agreements made herein. (f) Other than the rights specifically set forth in the WWT Registration Rights Agreement, I represent, warrant and agree that the Company and the officers of the Company (the "Company's OfficersCOMPANY'S OFFICERS") are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (g) I represent that I meet the criteria for participation because (i) I have a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons or (ii) by reason of my business or financial experience, or by reason of the business or financial experience of my financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, I am capable of evaluating the risk and merits of an investment in the Shares and of protecting my own interests, AND I am an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act and I have executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A.Investor. (h) I understand that the participation in Shares are illiquid, and until registered with the Shares is illiquidSecurities Exchange Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (i) I understand agree that my right if I decide to offer, sell or otherwise transfer my participation in any of the Shares Shares, I will be restricted against transfers unless not offer, sell or otherwise transfer any such securities, directly or indirectly, unless: (i) the transfer is to the Company, (ii) the transfer is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the Securities Act and in compliance with applicable local laws and regulations, (iii) the transfer is made in compliance with an exemption from registration under the Securities Act provided by Rule 144 thereunder, or (iv) the securities are transferred in a transaction that does not require registration under the Securities Act or any applicable state securities laws and it has furnished to the Company an opinion of counsel in violation form and substance reasonably satisfactory to the Company to such effect; (j) I understand and acknowledge that upon the original issuance of the Shares, and until such time as the same is no longer required under applicable requirements of the Securities Act or applicable state securities laws, certificates representing the Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA; A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM THE CORPORATION'S REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION'S REGISTRAR AND TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT"; provided, that if the Shares are being sold in compliance with the requirements of Rule 904 of Regulation S under the Securities Act, as referred to above, and in compliance with Canadian local laws and regulations, the legend may be removed by providing a declaration to the Company's registrar and transfer agent for the Shares in the form attached hereto as Annex A (or as the Company may prescribe from time to time); provided further, that, if any of the Shares are being sold pursuant to Rule 144 of the Securities Act, the California legend may be removed by delivery to the Company's registrar and transfer agent of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company, to the effect that the legend is no longer required under applicable requirements of the Securities Law, and any other applicable Act or state securities laws laws; (including investment suitability standards), that k) I consent to the Company will not consent making a notation on its records or giving instructions to a any transfer agent of participation in the Shares unless in order to implement the transferee represents that such transferee meets the financial suitability standards required of an initial participant restrictions on transfer set forth and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.described herein; (jl) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in purchasing the Shares, and have done so, to the extent I consider necessary. (km) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officersOfficers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (mn) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (n) I and my affiliates do not have, and during the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.

Representations by Participant. In consideration of the Company's ’s acceptance of participation, I make the following representations and warranties to the Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive any acceptance of my participation in the Shares: (a) I have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's ’s business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with my participation in the Shares has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to my participation in the Shares. (c) The Shares are being purchased for my own account for long-term investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meanings of the Securities Act of 1933, as amended (the "“Securities Act"”), and any applicable state securities laws. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. I or my agents or investment advisors have such knowledge and experience in financial and business matters relating to an investment of this type that will enable me to utilize the information made available to me in connection with the participation in the Shares to evaluate the merits and risks of participation and to make an informed investment decision. (d) I understand that (A) the Shares (1) have not been registered under the Securities Act or any state securities laws, (2) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (B) I must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. I further understand that such exemptions depend upon, among other things, the bona fide nature of my investment intent as expressed herein. Pursuant to the foregoing, I acknowledge that the certificates representing the Shares acquired pursuant to this Subscription shall bear a restrictive legend substantially as follows: "“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION."” (e) I acknowledge that I have been advised that: (i) The Shares offered hereby have not been approved or disapproved by the Securities and Exchange Commission ("“SEC"”) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, I must rely on my own examination of the Company and the terms of the offering of the Shares, including the merits and risks involved. The Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares are "“Restricted Securities" ” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. (f) Other than the rights specifically set forth in the WWT NGS Registration Rights Agreement, I represent, warrant and agree that the Company and the officers of the Company (the "“Company's ’s Officers"”) are under no obligation to register or qualify the participation in the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (g) I represent that I am an "“accredited investor" ” within the meaning of Rule 501 of Regulation D under the Securities Act and I have executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A. (h) I understand that the participation in the Shares is illiquid, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of my participation in the Shares, or to utilize the Shares as collateral for a loan. I understand that the purchase of the Shares is a speculative investment and involves substantial risks and that I could lose my entire investment in the Shares. I must not purchase participation in the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for participation in the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (i) I understand that my right to transfer my participation in the Shares will be restricted against transfers unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of participation in the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (j) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of participation in the Shares, and have done so, to the extent I consider necessary. (k) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the tax consequences of this investment. (l) I acknowledge that I have made the decision to invest in the Shares solely on the basis of the information set forth in the Company's Private Placement Memorandum (the "Memorandum"), dated _______________________, 2004, included herewith, and that no officer, director, or other person affiliated with the Company has given me any information or made any representations, oral or written, other than as provided in the Memorandum, on which I have relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (m) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein. I agree to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agree to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company's acceptance of this Subscription. (n) I and my affiliates do not have, and during the 30 day period prior to the date of this Subscription, I and my affiliates have not entered into, any "put equivalent position" or short sale positions with respect to the Common Stock. (o) If I am not a United States person, I hereby represent that I have satisfied myself as to the full observance of the laws of my applicable jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription, including (i) the legal requirements within such jurisdiction for the purchase of the Shares, (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. My subscription and payment for, and my continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such jurisdiction.the