0001089774-00-000157 Sample Contracts

FUND ESCROW AGREEMENT
Fund Escrow Agreement • July 3rd, 2000 • Mandalay Ventures LTD • Nevada

THIS AGREEMENT made and entered into this ___April 21, 2000___, by and between ____Mandalay Ventures, Ltd.________________________, whose principal executive address is __925 W. Georgia Street, Suite #1304, Vancouver, BC V6C 3L2___ (the "Company"); and Southwest Escrow Company, whose address is 401 North Buffalo Drive, Suite 205, Las Vegas, Nevada 89145 ("Escrow Agent").

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SUBSCRIPTION AGREEMENT Mandalay Ventures, Ltd. Vancouver, BC V6C 3L2
Subscription Agreement • July 3rd, 2000 • Mandalay Ventures LTD • Nevada

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 401 North Buffalo Drive, Suite #205, Las Vegas, NV 89145. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Prospectus.

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