EXHIBIT 99.1
SHARE SUBSCRIPTION AGREEMENT
(the "Agreement")
STANFORD MANAGEMENT LTD.
(the "Company")
TO: STANFORD MANAGEMENT LTD.
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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) 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, or (iii) any judgment, decree or order of
any court or government body having jurisdiction over the Company or
any of its property;
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
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Signature of Witness Signature of Subscriber
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Name of Witness Name of Subscriber
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Resident Address Resident Address
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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.