SUBSCRIPTION AGREEMENT (draft)

Green Leaf Appliances Inc.
1 Haidian Avenue
Beijing 100080 China

December 15, 2003

SUBSCRIPTION AND TRANSFER RESTRICTION AGREEMENT

1. The undersigned, ____________________ (the "Purchaser") hereby subscribes for ________ Units (each costing 100,000 US dollars) for _____ 00,000.00 US dollars (the "Subscription Amount") of Units, the Subscription Amount to be applied entirely and exclusively to the purchase of the Units. Each Unit shall be comprised of 350 shares of Common Stock, no par value, (the "Common Stock") of Green Leaf Appliances Inc., a Chinese Company registered in Beijing (Registration No. #-###-####### and Chinese Name in Pin Yin being: ### ### ### #### #### Gong Zuo, the "Company") at a price of 285.71+ US dollars per Common Stock share or 350 shares for 100,000.00 US dollars. The Purchaser understands that only an Offering that is completely subscribed will become effective (if undersubscribed all the funds will be returned). Further, the Purchaser understands that any amount, full or partial, can be rejected by the Company for any reason whatsoever.
   
   

2. The Purchaser hereby agrees that all of the shares of Common Stock issuable upon acceptance of the Proceeds shall be subject to this Agreement. Further, with this Agreement, the Purchaser is presenting as a 100% in-advance deposit _____ 00,000.00 US dollars (a multiple of 100,000 US dollars) in exchange for Common Shares in the Company under the terms of the Offering Memorandum, this Agreement, and the By-laws of the Company.
   
   

3. The Purchaser represents and warrants to the Company that the Purchaser is an "Accredited Investor" as that term is currently defined by the US Securities and Exchange Commission's regulations.
   
   

4. The Purchaser represents and warrants to the Company that the Purchaser is purchasing the Common Shares for investment only, and except for Company buybacks, is not with a view to any resale of distribution thereof. Further, that any transfers will be for no less an amount than a Unit, except under the following three conditions:

   • the transfer represents all of the shares held by the Purchaser (who has become a seller),

   • the Purchaser is selling to the Company, and/or

   • the sale has been ordered by a court as part of a settlement in an action involving equity.

5. The Purchaser understands that the Purchaser is under some "good will" obligation to cooperate with administrative requirements (such as waiver of rescission, confirmation of accreditation, and agreement to restrict sales for a definite period not to exceed one year, and other matters) in order to facilitate any option which the Board of Directors vote favorably upon and have ratified by the Common Share holders which materially expands the eventual liquidity of shares such as Going Public, being acquired, acquiring a Company (with a view towards Going Public), or the like. As a Common Share holder the Purchaser can vote for or against any such option, the above only applying to the subsequent administration, said vote by the Purchaser having no effect on the obligation.
   
   

6. The Purchaser understands that the Purchaser is under no obligation before transferring any or all Common Shares to comply with any "Right of First Refusal", provided the sale is legitimate under the specific conditions which the Company shall have 30 days to determine and regarding which the Purchaser and the Purchaser's purchaser must be forthcoming as regards information to make that determination.
   
   

7. The Purchaser acknowledges receipt of the Offering Memorandum which includes this Agreement and further acknowledges having read the Offering Memorandum and its attached financial projections and By-Laws, has made a carefully consider decision with appropriate professional assistance.
   
   

8. The Company represents and warrants to the Purchaser that the Company is duly organized and validly existing under the Laws of the People's Republic of China and jurisdictions within, as applicable or required.
   
   

9. The Company represents and warrants to the Purchaser that the sale of these Common Stock Shares is in compliance with the regulatory requirements of the Securities Commission of the People's Republic of China and all other governmental bodies having jurisdiction on such matters.
   
   

10. The Company represents and warrants to the Purchaser that, despite some regulatory reference and language, the Common Shares under this Subscription Agreement are not subject to US Securities Acts (such as that of 1933 an 1934, as amended) and it is not subject to US state securities laws and regulations of the United States.
    
    

11. The Company represents and warrants to the Purchaser that the information supplied in the Offering Memorandum is fair and complete as can reasonably be expected at this stage of the Company. Further, that there is no material fact known by the Company which has been omitted, in part or in whole, that might alter negate a reasonable person's decision to investment. And, forward looking data and representations are believed to be reasonable, but are only accountable as of the date of the Offering Memorandum.
    
    

12. The Company represents and warrants to the Purchaser that the Company is not in default with respect to and execution, delivery, and performance of this Agreement. Furthermore, this Agreement will not violate any provision f the Company's charter or By-laws or any contract, order, judgment, writ, injunction, or decree or any governmental agency or instrumentality applicable to the company or by which it is bound.
    
    

13. The Company represents and warrants to the Purchaser that the execution, delivery, and performance of this Agreement by and on behalf of the Company has been duly authorized by all necessary corporate action. The sale of Common Shares pursuant to this Agreement will be duly authorized, validly issued, fully paid, nonassessable, and free and clear of any liens or encumbrances, with no liability, personal or corporate, of any kind attached or attachable to the Purchaser in now and/or in the foreseeable future.
    
    

14. This Agreement shall be binding on and inure to the benefit of the Purchaser's heir, executors, successors, and assigns, provided that any changes in ownership must execute and deliver to the Company an acknowledgement and agreement to the obligations of the original Purchaser.
    
    

15. This Agreement's representations, warranties, covenants, and obligations shall survive the execution and delivery of this Subscription Agreement.
    
    

16. All notices from the Purchaser to the Company shall be in writing and shall be deemed to be delivered if in writing with a signed return receipt requested (or any other form of evidence from a reliable third party, such as Federal Express) provided they are current meaning that their date of post is not more than two weeks, (i. e., 14 days, exactly and inclusive of the days both of posting and receipt according to local time in their respective venues). Such notices should include the annotation, "ATTENTION Treasurer" and be addressed to the Company at the address above, subject to change with notice to the Purchaser.
    
    

17. All notices from the Company to the Purchaser shall be in writing and shall be deemed to be delivered if in writing with a signed return receipt requested (or any other form of evidence from a reliable third party, such as Federal Express) provided they are current meaning that their date of post is not more than two weeks, (i. e., 14 days, exactly and inclusive of the days both of posting and receipt according to local time in their respective venues). Such notices should be as follows (to be completed by the Purchaser):