EXHIBIT 10.1
SUBSCRIPTION AND REPRESENTATION AGREEMENT
The
undersigned ("Investor") hereby subscribes for One (1) share of
Common
Stock, par value of $.001 (the "Stock"),
of Omaha Holdings Corp., a Delaware
corporation (the "Corporation"),
for a total purchase
for all shares subscribed
hereunder of Ten and no/100 Dollars
($10.00), payable to the Corporation.
The
Investor understands and agrees that the
acceptance of this subscription will be
subject to approval by the Corporation and agrees to make payment in cash for
the Stock herein subscribed for within twenty (20) days of the date of
acceptance of this subscription by the
Corporation.
This
agreement will be
binding upon
successors and permitted assigns of
the Investor, as the case may be, and shall inure to the benefit of the
Corporation, its successors and permitted
assigns. This Subscription Agreement
shall be construed in accordance with and governed in all respects
by the laws
of Delaware.
The
Investor represents and warrants as follows:
1.
The Investor's principal place of business is in the State of
California.
2. The
Investor has such
knowledge of the business and financial affairs
of the Corporation and possesses a sufficient degree of sophistication,
knowledge and experience in financial and
business matters such that Investor is
capable of evaluating the Stock of the Corporation and the economic risks and
speculative nature of acquiring the
same.
3. The
Investor understands
that there is no
current or proposed
market
for the securities Investor has purchased from the
Corporation, that no
market
may develop for the Stock and even if a market
does develop, that there are
restrictions on the resale of the Stock and
therefore Investor
represents that
Investor has no need for liquidity with
respect to this investment.
4. The
Investor understands
the securities sold in this offering have
