STOCK SUBSCRIPTION AGREEMENT
TO: HYBRID FUELS, INC., "the Issuer", Seller:
1. The undersigned hereby subscribes for the purchase of _____ Common Shares
of Stock @$.10 per Share of Hybrid Fuels, Inc., a Nevada Corporation, (the
"Issuer") in accordance with the terms and conditions of this Agreement:
2. This stock subscription is one of a limited number of such subscriptions
for Common Shares of Stock in the Company. The execution of this Agreement of
the undersigned shall constitute an offer by the undersigned to subscribe for
Common Shares of Stock the amount specified above. The Issuer shall have the
right (in its sole discretion) to reject such offer for any reason whatsoever,
or, by executing a copy of this Agreement, to accept such offer. If such offer
is accepted, the Issuer will return an executed copy of this Agreement to the
undersigned. If this subscription is rejected or if the investment is not
consummated for any reason, the undersigned's subscription payment will be
returned, uncashed, as soon as practicable following termination of the sale of
Shares or the date of rejection, as applicable. It is understood that this
subscription is not binding on the Issuer unless and until it is accepted by the
Issuer, as evidenced by its execution of this Stock Subscription Agreement where
indicated below.
3. The undersigned hereby makes the following representations and
warranties:
a. The undersigned has been furnished with and has carefully reviewed
the Form SB-2 Registration Statement, Subscription Agreement and the Prospective
Purchaser Questionnaire, attached thereto.
b. All information provided to the Issuer, including that in the
Prospective Purchaser Questionnaire, is true and correct and complete in all
respects as of the date hereof.
c. The undersigned is at least twenty-one (21.) years of age and
sufficient legal capacity to execute this Agreement.
d. The undersigned has sufficient knowledge and expertise in business,
and financial matters to evaluate the merits and risk of an investment.
e. The undersigned is an accredited investor as that term is defined in
and adopted under the Securities and Exchange Act of 1933, 1934 as amended.
f. The undersigned has analyzed this investment and has had an
opportunity to ask questions of and receive answers from the Company, or any
person or persons acting on its behalf, concerning the terms and conditions of
this investment, and all such questions have been answered to the full
satisfaction of the undersigned.
g. The undersigned has adequate means of providing for his current
needs and possible personal contingencies and has no need for liquidity in this
investment, and hi overall commitment to investments which are not readily
marketable is not disproportionate to his net worth, and his investment in
the shares will not cause such overall commitment to be deemed excessive.
-1-
<PAGE>
h. The undersigned understands that the Common Shares of Stock have
been registered under the Securities Act of 1.933 as amended (the "Act") but not
with any state, or secretary of state, or department of securities of any state.
i. The undersigned is acquiring the Common Shares of Stock for his own
account for investment purposes only and is not purchasing the subject shares
for an undisclosed third party.
j. If the undersigned is a corporation, partnership, trust, or other
entity, it represents:
(i) It is duly organized, validly existing, arid in good standing
under the laws of the United States of America, or elsewhere, and has all of the
requisite power and authority to invest in the shares as provided herein,
(ii) Such investment does not result in any violation of, or
conflict with, any term of the charter or bylaws of the undersigned or any
instrument to which it is bound or arty law or regulation applicable to it.
(iii) Such investment has been duly authorized by all the necessary
action on behalf of the undersigned.
(iv) This Agreement has been duly executed and delivered on behalf of
the undersigned and constitutes a legal, valid and binding agreement of the
undersigned.
The foregoing representations and warranties shall be true and accurate as
of the date hereof and as of the date of delivery of the purchase price to the
Issuer, and shall Survive such delivery period.
4. Miscellaneous
a. This Agreement, any amendments or replacements hereof, arid the
legality, validity, and performance of the terms hereof, shall be governed by,
and enforced, determined and construed in accordance with, the laws of the State
of Nevada applicable to contracts, transactions and obligations entered into and
to be performed in such State.
b.. This Agreement contains the entire agreement between the parties.
The provisions of this Agreement may not be modified or waived except in
writing.
c. This Agreement and the rights, powers and duties set forth herein
shall, except as set forth herein, bind and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assignees of
the parties hereto. The undersigned may not assign any of his rights or
interests in and under this Agreement without the prior written consent of the
Issuer, and any attempted assignment without such consent shall be void and
without effect,
d. It is understood that this Subscription is offered on a subject to
prior sale basis and is not binding on the Issuer until the Company accepts it,
which acceptance is at the sole discretion of Company, by executing this
Subscription Agreement where indicated,
-2-
<PAGE>
5. Subscription. The undersigned hereby subscribes for the purchase of
Common Shares of Stock of the Issuer and encloses payment in the amount of
$___________ ($. 10 per Share):
TYPE OF OWNERSHIP
_________ Individual
_________ Joint Tenants with Right of Survivorship
_________ Tenants in Common
_________ Community Property
_________ Other
Executed this _____ day of ___________, 2000, at
--------------------------------------------------------------------------------
____________________________________________________
Print Name
____________________________________________________
Signature of Investor
____________________________________________________
Social Security or other Identification Number
If the Investor has indicated that the shares or units will be held as joint
tenants, tenants in common or as community property, please complete the
following:
____________________________________________________
Print Name of Spouse or Other Investor
____________________________________________________
Signature of Spouse or Other Investor
____________________________________________________
Social Security or other Identification Number
-3-
<PAGE>
If the investor is a partnership, corporation or trust, complete the following:
____________________________________________________
Name of Partnership Corporation or Trust
(affix seal, if any)
By:__________________________________________________
____________________________________________________
Print Name of Individual Signing
____________________________________________________
Capacity of Individual Signing
Accepted:
Hybrid Fuels, inc.
By:_________________________________________________
Title:______________________________________________
____________________________________________________
Date of Acceptance
-4-
<PAGE>
