EXHIBIT 99.1
SHARE SUBSCRIPTION AGREEMENT
(the "Agreement")
STANFORD MANAGEMENT LTD.
(the "Company")
TO: STANFORD MANAGEMENT LTD.
Suite 420
625 Howe Street
Vancouver, BC
Canada, V6C 2T6
AND TO: THE DIRECTORS THEREOF
1. I, the undersigned, hereby offer to subscribe for and agree to purchase
Common Shares with a par value of $0.001 per share (the "Securities") of
the Company at a price US $0.20 per share and deliver herewith a check or
bank draft, made payable to Stanford Management Ltd. in the amount of US $
in full payment of the aggregate subscription price for the Securities.
2. I hereby represent and warrant that:
(a) I am not an officer, director or "affiliate" (as the term is defined in
Rule 403 of the Securities Act of 1933):
(b) my subscription for the Securities is unconditional, irrevocable and
non-transferable, and has not been induced by any warranties or
representations with regards to the present or future value of the
Securities; and
(c) I have full power and authority to execute and deliver this Agreement and
to perform its obligation hereunder; and this Agreement is a legally
binding obligation of myself and enforceable against me in accordance with
its terms.
3. I hereby agree that this Agreement constitutes an irrevocable offer by me
for the Securities at the price, on the terms and subject to the conditions
herein set out, and is subject to acceptance by the Board of Directors of
the Company in their sole discretion.
4. The Company hereby represents and warrants to me that:
(a) The Company was incorporated in 1998 under the laws of the State of
Delaware and is in full compliance, to the extent applicable, with all
reporting obligations under Delaware law;
(b) The execution, delivery and performance of this Agreement by the Company
and the performance of its obligations hereunder do not and will not
constitute a breach or violation of any of the terms and provisions of, or
constitute a default under or conflict with or violate any provisions of
(i) the Company's Articles of Incorporation or By-laws, (ii) any indenture,
mortgage, deed of trust, agreement or any instrument to which the Company
is a party or by which it or any of its property is bound, (iii) any
applicable stature or regulation, or (iv) any judgment, decree or order of
any court or government body having jurisdiction over the Company or any of
its property;
(c) The execution, delivery and performance of this Agreement and the
consummation of the issuance of the Securities and the transaction
contemplated by this Agreement are within the Company's corporate powers
and have been duly authorized by all necessary corporate and stockholder
action on behalf of the Company;
(d) There is no action, suit or proceedings before or by any court or
governmental agency or body, domestic or foreign, now pending or, to the
knowledge of the Company, threatened against or affecting the Company or
any of its properties, which might result in any material adverse change in
the condition (financial or otherwise) or in the earnings, business affairs
or business prospects of the Company, or which might materially and
adversely affect the properties or assets thereof; and
(e) To the Company's best knowledge, the conduct of the business of the Company
complies in all material respects with all statutes, laws, regulations,
ordinances, rules, judgments, orders and decrees applicable thereto. The
Company has not received notice of any alleged violations of any statute,
law, regulation ordinance, rule, judgment, order or decree from any
governmental authority which would materially adversely affect the business
of the Company.
5. This Agreement constitutes the entire agreement between myself and the
Company, and there are no other agreements, warranties, representations,
conditions or covenants, written or oral, expressed or implied, in respect
of, or which affect, the transactions herein contemplated, and this
Agreement supercedes and supplants any previous dealings whatsoever between
myself and the Company in respect of the said transactions.
6. This Agreement will be construed and enforced in accordance with and
governed by the laws of the State of Delaware. I will update my address as
may be required from time to time by notice in writing to the Company.
DATED: , 2004
Signature of Witness Signature of Subscriber
Name of Witness Name of Subscriber
Resident Address Resident Address
Occupation Telephone Number
ACCEPTED: , 2004
STANFORD MANAGEMENT LTD.
Per:----------------------
Authorized Signatory
SEND BOTH SIGNED COPIES OF THIS AGREEMENT TO THE COMPANY AND ONE FULLY
SIGNED AGREEMENT, IF ACCEPTED, WILL BE RETURNED TO YOU.