SUBSCRIPTON AGREEMENT IGNIS PETROLEUM GROUP, INC.

SUBSCRIPTON AGREEMENT

IGNIS PETROLEUM GROUP, INC.

Ignis Petroleum Group, Inc.
000 Xxxxxxxx Xxxxx, 0^xx Xxxxx
Xxxxxx, Xxxxx 00000

The undersigned, Petrofinanz GMBH (the “Subscriber”) understands that Ignis Petroleum Group, Inc., a Nevada Corporation (the “Company”) is offering for sale to the undersigned 3,000,000 units (the “Units”) at a purchase price of $0.50 per Unit with each unit consisting of one share of common stock (the “Common Stock”) and one two-year warrant to purchase common stock exercisable at $1.50 per share (the “Warrants”). The Common Stock, the Warrants and the common stock underlying the Warrants are also collectively referred to herein as the “Securities.” The Subscriber agrees to purchase the Units upon the terms and conditions set forth herein. The Subscriber acknowledges and understands that the offering of the Units (the “Offering”) is being made without registration of the Securities under the Securities Act of 1933, as amended (the “Act”), or any securities “blue sky” or other similar laws of any state (“State Securities Laws”).

1.	Subscription. Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase 3,000,000 Units at a price of $0.50 per Unit for an aggregate purchase price of $1,500,000 (the “Purchase Price”) upon acceptance of this Subscription Agreement.

Payment for the Units. The undersigned encloses herewith $1,200,000 as partial payment of the Purchase Price required to purchase the Units subscribed for hereunder. The remaining balance of the Purchase Price ($300,000) will be paid by September 30, 2005. If this subscription is not accepted by the Company for any reason, all documents will be returned to the Subscriber.

3.	Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Company, as well as each officer, director and agent of the Company as follows:

(a) General

(i) The Subscriber has all requisite authority to enter into this Subscription Agreement and to perform all the obligations required to be performed by the Subscriber hereunder.

(ii) The Subscriber is the sole party in interest and is not acquiring the Securities as an agent or otherwise for any other person. The Subscriber resides at the location set forth opposite its name on the signature page hereto and it has its principal office at such location.

(iii) The Subscriber recognizes that the total amount of funds tendered to purchase the Securities is placed at the risk of the business and may be completely lost. The purchase of the Securities of the Company as an investment involves extreme risk.

(iv) The Subscriber realizes that the Securities cannot readily be sold as the Securities are restricted securities, that it may not be possible to sell or dispose of the Securities and therefore the Securities must not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the Subscriber can provide for current needs and personal contingencies.

(v) The Subscriber confirms and represents that it is able (a) to bear the economic risk of this investment, (b) to hold the securities for an indefinite period of time, and (c) to afford a complete loss of this investment. The Subscriber also represents that it has (x) adequate means of providing for its current needs and personal contingencies, and (y) has no need for liquidity in this particular investment.

(vi) The Subscriber has not become aware of the offering of Securities of the Company by any form of general solicitation or advertising, including, but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where those individuals that have attended have been invited by any such or similar means of general solicitation or advertising.

(vii) Subscriber is purchasing the Securities for its own account, for investment purposes only and not with view to any public resale or other distribution thereof. Subscriber acknowledges that it is an Accredited Investor as that term is defined in Rule 501(a) of Regulation D of the Act. Subscriber and its representatives have received, or have had access to, and have had sufficient opportunity to review, all books, records, financial information and other information which Subscriber considers necessary or advisable to enable it to make a decision concerning its purchase of the Securities, and that it possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment hereunder.

Additionally the Subscriber understands that any sale by the Subscriber of any of the Securities purchased under this Agreement will, under current law, require either: (a) the registration of the Securities under the Act and applicable state securities acts; (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption from the registration requirements of the Act. The Subscriber understands that the Company has not undertaken and does not presently intend to file a Registration Statement to register the Securities purchased hereunder. The Subscriber hereby agrees to execute, deliver, furnish or otherwise provide to the Company an opinion of counsel reasonably acceptable to the Company prior to any subsequent transfer of the Securities, that such transfer will not violate the registration requirements of the federal or state securities acts. The Subscriber further agrees to execute, deliver, furnish or otherwise provide to the Company any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the Securities acquired hereby.

To assist in implementing the above provisions, the Subscriber hereby consents to the placement of the legend, or a substantially similar legend, set forth below, on all certificates representing ownership of the Securities acquired hereby until the Securities have been sold, transferred, or otherwise disposed of, pursuant to the requirements hereof. The legend shall read substantially as follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, NOR THE LAWS OF ANY OTHER JURISDICTION. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT THE SALE OR TRANSFER IS PURSUANT TO AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS, INCLUDING COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED.”

(viii) Subscriber Information. Subscriber further confirms and represents hereby that:

a. Subscriber understands that the Securities have not been approved or disapproved by the United States Securities and Exchange Commission or any foreign securities agencies and no registration statement has been filed with any regulatory agency.

b. Subscriber is not an underwriter and would be acquiring the Securities solely for investment for its own account and not with a view to, or for, resale in connection with any distribution with in the meaning of the federal securities act, the state securities acts or any other applicable state securities acts;

c. The undersigned Subscriber is not a person in the United States of America and at the time the buy order was originated, the Subscriber was outside the United States of America. The undersigned Subscriber is not a citizen of the United States (a U.S. Person) as that term is defined in Regulation S of the Act and was not formed by a U. S. person principally for the purpose of investing in securities not registered under the Act.

d. The undersigned Subscriber understands the speculative nature and risks of investments associated with the Company, and confirms that the Securities would be suitable and consistent with its investment program and that its financial position enable it to bear the risks of this investment;

e. To the extent that any federal, and/or state securities laws shall require, the Subscriber hereby agrees that any securities acquired pursuant to this Agreement shall be without preference as to assets;

f. The certificate for the shares of Common Stock or any certificates issued for shares of common stock underlying the Warrants will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S;

g. The Subscriber has had the opportunity to ask questions of the Company and has received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company;

h. The Subscriber has satisfied the suitability standards and securities laws imposed by government of its organization;

i. The Subscriber has adequate means of providing for its current needs and contingencies and has no need to sell the Securities in the foreseeable future (that is at the time of the investment, Subscriber can afford to hold the investment for an indefinite period of time);

j. The Subscriber has sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, the Subscriber is capable of reading and interpreting financial statements. Further, Subscriber is an “accredited investor” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission.

k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S.

l. The Subscriber is not a U. S. person within the meaning of Regulation S and is not acquiring the Securities for the account or benefit of any U. S. person; and,

m. The Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration.

(b) Information Concerning the Company.

(i) The Subscriber acknowledges that it has received all current information about the Company including the Company’s (A) Form 10-KSB for the fiscal year ended December 31, 2004, (B) Form 10-QSB for the Company’s quarter ended March 31, 2005; and (C) Forms 8-K of the Company filed May 19, 2005 and July 14, 2005 (“Filed Documents”).

(ii) The Subscriber or its representative is familiar with the business and financial condition, properties, operations and prospects of the Company, and, at a reasonable time prior to the execution of this Subscription Agreement, that it its representative have been afforded the opportunity to ask questions of and receive satisfactory answers from the Company’s officers and directors, or other persons acting on the Company’s behalf, concerning the business and financial condition, properties, operations and prospects of the Company and concerning the terms and conditions of the offering of the Securities and has asked such questions as it or its representative desires to ask and all such questions have been answered to the full satisfaction of the Subscriber.

(iii) The Subscriber has been furnished, has carefully read, and has relied solely (except for information obtained pursuant to (iv) below, on the information contained in the Filed Documents, and Subscriber has not received any other offering literature or prospectus, and no verbal or written representations or warranties have been made to Subscriber by the Company, or its employees or agents, other than the representations of the Company set forth herein and in the Filed Documents.

(iv) The Subscriber has had an unrestricted opportunity to: (i) obtain additional information concerning the offering of Securities, the Company and any other matters relating directly or indirectly to Subscriber’s purchase of the Securities; and (ii) ask questions of, and receive answers from the Company concerning the terms and conditions of the Offering and to obtain such additional information as may have been necessary to verify the accuracy of the information contained in the Filed Documents.

(v) The Subscriber understands that, unless the Subscriber notifies the Company in writing to the contrary, all the representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed, taking into account all information received by the Subscriber.

(vi) The Subscriber understands that the purchase of the Securities involves various risks, including, but not limited to, those outlined in this Subscription Agreement.

(vii) The Subscriber acknowledges that no representations or warranties have been made to the Subscriber by the Company as to the tax consequences of this investment, or as to profits, losses or cash flow which may be received or sustained as a result of this investment.

(viii) All documents, records and books pertaining to a proposed investment in the Securities which the Subscriber or its representative have requested have been made available to the Subscriber.

(ix) The Subscriber or its representative has been provided access to all information requested in evaluating its purchase of the Units.

(c) Status of the Subscriber. The Subscriber represents that the Subscriber is an “Accredited Investor” (check each category of “Accredited Investor” below which is applicable to the Subscriber):

( ) (A) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;

( ) (B) a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

( ) (C) a bank as defined in Section 3(a)(2) of the Act or a savings and loan association or other institution as defined in Section 3(a)(5) (A) of the Securities, whether acting in its individual or fiduciary capacity; broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance partnership as defined in Section 2(13) of the Securities; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or business development company as defined in Section 2(a) (48) of the 1940 Act; a Small Business Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which fiduciary is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors (as listed in categories (A) — (G));

( ) (D) a private business development company as defined in Section 202(a) (22) of the Investment Advisors Act of 1970;

( ) (E) an organization described in Section 501 (c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or a partnership, with total assets in excess of $5,000,000, and which was not formed for the specific purpose of acquiring the Securities;

( ) (F) a trust, with total assets in excess of $5,000,000 not formed for the specific purposes of acquiring the Securities whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Securities; and

( ) (G) an entity in which all of the equity owners are Accredited Investors (as listed in categories (A) — (F)) or is an Accredited Investor defined by Regulation D.

The Subscriber agrees to furnish any additional information requested to assure compliance with applicable Federal and State Securities Laws in connection with the purchase and sale of the Units.

(d) Restrictions on Transfer or Sale of the Units

(i) The Subscriber is acquiring the Units subscribed solely for the Subscriber’s own beneficial account, for investment purposes, and not with view to, or for resale in connection with, any distribution of the Units. The Subscriber understands that the offer and the sale of the Units has not been registered under the Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Subscriber and of the other representations made by the Subscriber in this Subscription Agreement. The Subscriber understands that the Company is relying upon the representations, covenants and agreements contained in this Subscription Agreement (and any supplemental information) for the purposes of determining whether this transaction meets the requirements for such exemptions.

(ii) The Subscriber understands that the Units are “restricted securities” under applicable federal securities laws and that the Act and the rules of the Securities and Exchange Commission (the “Commission”) provide in substance that the Subscriber may dispose of the Securities only pursuant to an effective registration statement under the Act or an exemption therefrom. The certificates evidencing the shares of Common Stock issued pursuant to the Offering, or any shares of common stock issued pursuant to the exercise of the Warrants offered hereby, will bear a legend which clearly sets forth this restriction. The Subscriber understands that the Subscriber may not at any time demand the purchase by the Company of the Subscriber’s Units.

(iii) The Subscriber agrees: (A) that the Subscriber will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Act and all applicable State Securities Laws; (B) that the Company and any transfer agent shall not be required to give effect to any purported transfer of any of the Securities except upon compliance with the foregoing restrictions; and (C) that a restrictive legend will be placed on the certificate(s) representing any portion of the Securities.

(iv) The Subscriber has not offered or sold any portion of the subscribed for Units and has no present intention of dividing such Units with others or of reselling or otherwise disposing of any portion of such Units either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance.

Survival and Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained in this Paragraph 4 shall survive (i) the acceptance of the Subscription Agreement by the Company and (ii) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Paragraph 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining the Subscriber’s qualification and suitability to purchase the Units. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys’ fees and disbursements), judgment or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation herein or the breach of any warranty or covenant herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities or State Securities laws.

5.	Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or overnight air courier guaranteeing next day delivery:

    (a)        if to the Company, to it at the following address:

                              Ignis Petroleum Group, Inc.
                              000 Xxxxxxxx Xxxxx, 0xx Xxxxx
                              Xxxxxx, Xxxxx 00000
                              Attn: President

(b)

if to the Subscriber, at the address set forth on the last page hereof or directly to the Subscriber at the address set forth on the signature page hereto, or at such other address as either party shall have specified by notice in writing to the other.

All notice and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two days after being deposited in the mail, postage prepaid, if mailed; and the next day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

6.	Assignability. This Subscription Agreement is not assignable by the Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by each of the parties hereto.

Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one person, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon each such person and its heirs, executors, administrators and successors.

8.	Entire Agreement. This Subscription Agreement constitutes the entire agreement of the Subscriber and the Company relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written.

Governing Law. This Subscription Agreement shall be governed and controlled as to the validity, enforcement, interpretations, construction and effect and in all other aspects by the substantive laws of the State of Nevada. In any action between or among any of the parties, whether arising out of this Agreement or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in Dallas County, Texas.

10.

Severability. If any provision of this Subscription Agreement or the application thereof to any Subscriber or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Subscription Agreement and the application of such provision to other subscriptions or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

11.	Headings. The headings in this Subscription Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Subscription Agreement or any provision hereof.

12.

Amount of Units Subscribed. The Subscriber hereby subscribes to purchase 3,000,000 Units, each Unit consisting of one share of Common Stock and one warrant to purchase common stock at an exercise price of $1.50 per share, for a purchase price of $0.50 per Unit and a total consideration of $1,500,000. The undersigned encloses herewith $1,200,000 as partial payment of the Purchase Price required to purchase the Units subscribed for hereunder. The remaining balance of the Purchase Price ($300,000) will be paid by September 30, 2005.

13.

Counterparts and Facsimiles. This Subscription Agreement may be executed in multiple counterparts and in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute and be deemed to be one and the same instrument and each of which shall be considered and deemed an original for all purposes. This Agreement shall be effective with the facsimile signature of any of the parties set forth below and the facsimile signature shall be deemed as an original signature for all purposes and the Agreement shall be deemed as an original for all purposes.

IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement this 26th day of July, 2005.



		/s/ X. XXXXXXXX
		Signature of Investor


		Xxxxxxx X. Xxxxxxxx
		Name (Please type or print)


		Ajeltake Road
		Street Address


		Xxxxxxxx Xxxxxxx XX 00000
		Xxxx Xxxxx Zip

ACCEPTED by the Company this the 26th day of July, 2005.

Ignis Petroleum Group, Inc.

By:/s/ XXXXXXX XXXXXXXXX
Xxxxxxx Xxxxxxxxx, C.O.O.

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SUBSCRIPTON AGREEMENT IGNIS PETROLEUM GROUP, INC.

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