FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

Exhibit 10.1

FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(for completion by non-United States residents)

K-9 Concepts, Inc.

The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees

to purchase up to _________ units (the "Units") in the capital of Regal Rock,

Inc. (the "Company"), a Nevada company, at a price of US$0.40 per Unit for the

aggregate purchase price of US $___________ (the "Purchase Price"). Each Unit

shall consist of one share of common stock, $0.001 par value per share ("Common

Stock") in the capital of the Company, and one common stock purchase warrant (a

"Warrant") entitling the Purchaser to purchase an additional share of the

Company's common stock for US$0.60 for a period of two years from the

completion of the purchase. Together with this Subscription Agreement, the

Purchaser is delivering to the Company the full amount of the purchase price

for the Units in respect of which it is subscribing. The Offering is being

conducted in reliance upon the exemption from registration requirements of the

Securities Act of 1933, as amended (the "Securities Act") set forth in

Regulation S promulgated under the Securities Act.

2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In order to induce the

Company to accept this subscription, the Purchaser hereby represents and

warrants to, and covenants with, the Company as follows:

A. The Purchaser is purchasing the Units for the Purchaser's own account (not

as a nominee or agent)for investment purposes and not with a view toward resale

or distribution of any part thereof. The Purchaser has no present arrangement

or intention to sell or distribute the Units, or to grant participation in the

Units. The Purchaser does not have any contract, undertaking, agreement or

arrangement with any person to sell, transfer or grant participation to such

person, or to any third person, with respect to any of the Units sold hereby;

B. The Purchaser acknowledges and agrees that the United States Securities &

Exchange Commission has not reviewed the offering of the Units and that the

Units have not been registered under the Securities Act and may not be offered

or sold in the United States or to U.S. persons unless the Units are registered

under the Securities Act, sold in accordance with the provisions of Regulation

S promulgated under the Securities Act or pursuant to an available exemption

from registration. The certificate representing the shares of Common Stock and

Warrants comprising the Units will bear the following legend and the Purchaser

agrees to abide by the terms thereof:

THE WARRANT EVIDENCED HEREBY AND THE SECURITIES ISSUABLE HEREUNDER,

ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED

IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

"SECURITIES ACT")) AND WITHOUT REGISTRATION WITH THE UNITED STATES

SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN

RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.

TRANSFER OF THIS WARRANT TO, AND THE EXERCISE OF THIS WARRANT BY OR

ON BEHALF OF, A U.S. PERSON, IS PROHBITED, EXCEPT IN ACCORDANCE WITH

THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE

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SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM

REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN

COMPLIANCE WITH THE SECURITIES ACT.

C. The Purchaser has had the opportunity to ask and receive answers to any

and all questions the Purchaser had with respect to the Company, its business

plan, management and current financial condition. The Purchaser acknowledges

that the Company is newly organized, does limited operating history, will

likely require additional capital to complete its business plan and that

there is no assurance that the Company can obtain additional capital or

successfully complete its business plan;

D. The Purchaser is an accredited investor and has such knowledge and

expertise in financial and business matters that the Purchaser is capable of

evaluating the merits of and risks involved in an investment in the Units and

acknowledges that an investment in the Units entails a number of very

significant risks and the Purchaser is able to withstand the total loss of its

investment. The Purchaser acknowledges that the Company has recommended that

each Purchaser obtain independent legal and financial advice prior to

subscribing, including but not limited to advice as to the legality of any

resale of the securities comprising the Units, as well as the suitability of

the investment for the Purchaser;

E. Except as set forth in this Agreement, no representations or warranties

have been made to the Purchaser by the Company or any agent, employee or

affiliate of the Company and in entering into this transaction the Purchaser

is not relying upon any information, other than that contained in this

Agreement and the result of independent investigation by the Purchaser;

F. The Purchaser understands that the Units are being offered and sold to it

in reliance on specific exemptions from the registration requirements of the

United States federal and state securities laws and that the Company is

relying upon the truth and accuracy of the representations, warranties,

agreements, acknowledgments and understandings of the Purchaser set forth

herein in order to determine the applicability of such exemptions and the

suitability of the Purchaser to acquire the Units;

G. The Purchaser has full power and authority to execute and deliver this

Agreement and to perform its obligations hereunder, and this Agreement is a

legally binding obligation of the Purchaser enforceable against the Purchaser

in accordance with its terms;

H. The Purchaser is not purchasing the Units as a result of any advertisement

of the offering of the Units;

I. This subscription for the Units has not been induced by any

representations or warranties by any person whatsoever with regard to the

future value of the Company's securities;

J. The Subscriber is not a "U.S. Person" as defined by Regulation S of the

Securities Act and is not acquiring the Units for the account or benefit of a

U.S. Person. A "U. S. Person" is defined by Regulation S of the Securities Act

to be any person who is:

(a) any natural person resident in the United States;

(b) any partnership or corporation organized or incorporated under

the laws of the United States;

(c) any estate of which any executor or administrator is a U.S.

person;

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(d) any trust of which any trustee is a U.S. person;

(e) any agency or branch of a foreign entity located in the United

States;

(f) any non-discretionary account or similar account (other than an

estate or trust) held by a dealer or other fiduciary organized,

incorporate, or (if an individual) resident in the United States;

and

(g) any partnership or corporation if:

1. organized or incorporated under the laws of any foreign

jurisdiction; and

2. formed by a U.S. person principally for the purpose of

investing in securities not registered under the Securities

Act, unless it is organized or incorporated, and owned, by

accredited investors (as defined in Section 230.501 (a) of the

Securities Act) who are not natural persons, estates or

trusts.

K. The Purchaser agrees not to engage in hedging transactions with regard to

the Units unless in compliance with the Securities Act; and

L. The Purchaser agrees to execute an agreement imposing restrictions on

transfer of the Units in the form the Company requires.

3. REPRESENTATIONS OF THE COMPANY. The Company represents and warrants to

the Purchaser that:

A. The Company is duly incorporate