SUBSCRIPTION AGREEMENT Mandalay Ventures, Ltd. Vancouver, BC V6C 3L2

SUBSCRIPTION AGREEMENT

Mandalay Ventures, Ltd.

000 Xxxx Xxxxxxx Xx., Xxxxx #0000

Xxxxxxxxx, XX X0X 0X0

In order to purchase shares of common stock, $0.001 par value per share, of Mandalay Ventures, Ltd., (the "Company") as described in the Prospectus dated *****, 2000, accompanying this Subscription Agreement, each subscriber must complete, execute and return this Subscription Agreement, along with the payment, by check payable to "Southwest Escrow Company, as Escrow Agent," for the shares purchased, to the Escrow Agent at 000 Xxxxx Xxxxxxx Xxxxx, Xxxxx #000, Xxx Xxxxx, XX 00000. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Prospectus.

1. Subscription

The undersigned (the "Subscriber") hereby subscribes for and agrees to purchase from Mandalay Ventures, Ltd. (the "Company"), subject to the terms and conditions set forth in the Prospectus dated *****, 2000 (the "Prospectus"), a copy of which accompanied this Subscription Agreement, ___________shares of the Company's common stock $.001 par value per share, at a price per Share of $0.05 per share or $____________ in the aggregate (the "Subscription Price").

2. Payment

The Subscription Price must accompany this Subscription and shall be paid by check payable to "Southwest Escrow Company, as Escrow Agent."

3. Subscription Information

If an Individual:

________________________________	__________________	_________________________________
Full Name (type or print)	Social Security Number	Address

Telephone _____________________

If a Corporation:

___________________________________	________________	__________________________________
Full Corporation Name (type or print)	Tax ID Number	Head Office Address

Telephone _____________________

4. Special State Law Considerations

The shares have not been registered in the states of Nevada, Arizona, Utah and Florida, by reason of specific exemptions thereunder relating to the limited availability of the Offering. The shares cannot be sold, transferred or otherwise disposed of to any person or entity unless subsequently registered in the states of Nevada, Utah and California, if such registration is required.

The shares have not been registered under the Nevada Uniform Securities act, in the event that sales are not made to twenty-five (25) or more persons in the state of Nevada pursuant to the exemption for limited offers or sales of securities set forth in Nevada Revised Stature Section 90.530(11) of the Nevada Uniform Securities Act.

The shares have not been registered under the Arizona Uniform Securities Act, in the event that sales are not made to ten (10) or more persons in the state of Arizona according to the exemption for limited offers or sales of securities set forth in Section R14-4-102. Any offers or sales meeting this criteria will be added to the class of transactions exempt under the Arizona Revised Statutes 44-1844.

The shares have not been registered under the Utah Uniform Securities Act, in the event that sales are not made to fifteen (15) or more persons in the state of Utah pursuant to the exemption for limited offers or sales of securities set forth in Section 61-1-14(q) of the Utah Uniform Securities Act.

The shares have not been registered under the Florida Uniform Securities Act, in the event that sales are not made to thirty-five (35) or more persons in the state of Florida according to the exemption for limited offers or sales of securities set forth in Section 517.061 of the Florida Securities and Investor Protection Act within a twelve (12) month period.

5. Miscellaneous

(a) All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, impersonal, singular or plural, as the identity of the person or persons may require.

(b) This Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned enforceable in accordance with its terms this Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Nevada, as such laws are applied by Nevada courts to agreements entered into and to be performed in Nevada and between residents of Nevada, and shall be binding upon the Subscriber, the Subscriber's heirs, estate, legal representatives, successors and assigns. If any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

(c) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties hereto.

(d) Except as set forth herein, neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged, terminated, revoked or canceled except by an instrument in writing signed by the party effecting the same against whom any change, discharge or termination is sought.

(e) The Offering may be withdrawn at any time prior to the issuance of Shares to prospective Subscribers. Further, in connection with the offer and sale of the Shares, the Company reserves the right, in its sole discretion, to reject any subscription in whole or in part or to allot to any prospective subscriber fewer than the Shares applied for by such subscriber. The Shares are offered by the Company subject to prior sale, acceptance of an offer to purchase, withdrawal, cancellation or modification of the offer, without notice.

(f) This Subscription Agreement does not constitute an offer to sell or a solicitation of any offer to buy any securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

In witness whereof, the Subscriber has executed this Subscription Agreement on this ______ day of ____________, 2000.

	___________________________________________
	Name of Subscriber (Please type or Print)
	___________________________________________
Accepted this ___ day of _________, _____	(Signature of Subscriber or of duly authorized signatory of a corporation, partnership or other subscriber that is not a natural person).
Mandalay Ventures, Ltd.	Name:_____________________________________
By: ____________________________________	Title:______________________________________
(Signature of duly authorized signatory)	(Please print or type name and title of duly authorized signatory of a corporate, partnership or other subscriber that is not a natural person).