TRADEON, INC. REGULATION SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

Exhibit 10.3

TRADEON, INC.

REGULATION S SUBSCRIPTION AGREEMENT

AND INVESTMENT REPRESENTATION

SECTION 1.

1.1 Subscription.

(a) The undersigned, intending to be legally bound, hereby irrevocably

subscribes for and agrees to purchase ______ shares (the "Shares") of the common

stock (the "Common Stock") of TradeOn, Inc, a Nevada corporation (the "Company")

in a transaction exempt from the registration requirements of the Securities Act

of 1933, as amended (the "Securities Act"). The undersigned understands that the

Shares are being sold in connection with an offering by the Company of an

aggregate of up to 3,600,000 shares of Common Stock for total proceeds of up to

$90,000.00

1.2 Purchase of Shares.

The undersigned understands and acknowledges that the purchase price to be

remitted to the Company in exchange for the Shares shall be ________________

dollars ($_______) or $0.025 per Share. The Company shall deliver the Shares to

the undersigned promptly after the acceptance of this Subscription Agreement by

the Company.

1.3 Acceptance or Rejection.

(a) The undersigned understands and agrees that the Company reserves the

right to reject this subscription for the Shares if, in its reasonable judgment,

it deems such action in the best interest of the Company, at any time prior to

the Closing, notwithstanding prior receipt by the undersigned of notice of

acceptance of the undersigned's subscription.

(b) The undersigned understands and agrees that its subscription for the

Shares is irrevocable.

(c) In the event the sale of the Shares subscribed for by the undersigned

is not consummated by the Company for any reason (in which event this

Subscription Agreement shall be deemed to be rejected), this Subscription

Agreement and any other agreement entered into between the undersigned and the

Company relating to this subscription shall thereafter have no force or effect

and the Company shall promptly return or cause to be returned to the undersigned

the purchase price remitted to the Company by the undersigned, without interest

thereon or deduction therefrom, in exchange for the Shares.

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SECTION 2.

2.1 Closing. The closing (the "Closing") of the purchase and sale of the Shares,

shall occur simultaneously with the acceptance by the Company of the

undersigned's subscription, as evidenced by the Company's execution of this

Subscription Agreement.

SECTION 3.

3.1 Investor Representations and Warranties. The undersigned hereby

acknowledges, represents and warrants to, and agrees with, the Company and its

affiliates as follows:

(a) Investment Purposes. The undersigned is acquiring the Shares for his

own account as principal, not as a nominee or agent, for investment purposes

only, and not with a view to, or for, resale, distribution or fractionalization

thereof in whole or in part and no other person has a direct or indirect

beneficial interest in such Shares or any portion thereof. Further, the

undersigned does not have any contract, undertaking, agreement or arrangement

with any person to sell, transfer or grant participations to such person or to

any third person, with respect to the Shares for which the undersigned is

subscribing or any part of the Shares.

(b) Authority. The undersigned has full power and authority to enter into

this Agreement, the execution and delivery of this Agreement has been duly

authorized, if applicable, and this Agreement constitutes a valid and legally

binding obligation of the undersigned.

(c) No General Solicitation. The undersigned is not subscribing for the

Shares as a result of or subsequent to any advertisement, article, notice or

other communication published in any newspaper, magazine or similar media or

broadcast over television or radio, or presented at any seminar or meeting, or

any solicitation of a subscription by person previously not known to the

undersigned in connection with investment securities generally.

(d) No Obligation to Register Shares. The undersigned understands that the

Company is under no obligation to register the Shares under the Securities Act,

or to assist the undersigned in complying with the Securities Act or the

securities laws of any state of the United States or of any foreign

jurisdiction.

(e) Investment Experience. The undersigned is (i) experienced in making

investments of the kind described in this Agreement, (ii) able, by reason of the

business and financial experience of its officers (if an entity) and

professional advisors (who are not affiliated with or compensated in any way by

the Company or any of its affiliates or selling agents), to protect its own

interests in connection with the transactions described in this Agreement, and

(iii) able to afford the entire loss of its investment in the Shares.

(f) Exemption from Registration. The undersigned acknowledges his

understanding that the offering and sale of the Shares is intended to be exempt

from registration under the Securities Act. In furtherance thereof, in addition

to the other representations and warranties of the undersigned made herein, the

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undersigned further represents and warrants to and agrees with the Company and

its affiliates as follows:

(1) The undersigned realizes that the basis for the exemption may not

be present if, notwithstanding such representations, the undersigned has in mind

merely acquiring the Shares for a fixed or determinable period in the future, or

for a market rise, or for sale if the market does not rise. The undersigned does

not have any such intention;

(2) The undersigned has the financial ability to bear the economic

risk of his investment, has adequate means for providing for his current needs

and personal contingencies and has no need for liquidity with respect to his

investment in the Company; and

(3) The undersigned has such knowledge and experience in financial and

business matters as to be capable of evaluating the merits and risks of the

prospective investment in the Shares. The undersigned also represents it has not

been organized for the purpose of acquiring the Shares; and

(4) The undersigned has been provided an opportunity for a reasonable

period of time prior to the date hereof to obtain additional information

concerning the offering of the Shares, the Company and all other information to

the extent the Company possesses such information or can acquire it without

unreasonable effort or expense.

(g) Economic Considerations. The undersigned is not relying on the Company,

or its affiliates or agents with respect to economic considerations involved in

this investment. The undersigned has relied solely on its own advisors.

(h) No Other Company Representations. No representations or warranties have

been made to the undersigned by the Company, or any officer, employee, agent,

affiliate or subsidiary of the Company, other than the representations of the

Company contained herein, and in subscribing for Shares the undersigned is not

relying upon any representations other than those contained herein.

(i) Compliance with Laws. Any resale of the Shares during the `distribution

compliance period' as defined in Rule 902(f) to Regulation S shall only be made

in compliance with exemptions from registration afforded by Regulation S.

Further, any such sale of the Shares in any jurisdiction outside of the United

States will be made in compliance with the securities laws of such jurisdiction.

The Investor will not offer to sell or sell the Shares in any jurisdiction

unless the Investor obtains all required consents, if any.

(j) Regulation S Exemption. The undersigned understands that the Shares are

being offered and sold to him in reliance on an exemption from the registration

requirements of United States federal and state securities laws under Regulation

S promulgated under the Securities Act and that the Company is relying upon the

truth and accuracy of the representations, warranties, agreements,

acknowledgments and understandings of the Investor set forth herein in order to

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determine the applicability of such exemptions and the suitability of the

Investor to acquire the Shares. In this regard, the undersigned represents,

warrants and agrees that:

(1) The undersigned is not a U.S. Person (as defined below) and is not

an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company

and is not acquiring the Shares for the account or benefit of a U.S. Person. A

U.S. Person means any one of the following:

(A) any natural person resident in the United States of America;

(B) any partnership or corporation organized or incorporated

under the laws of the

United States of America;

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

person;

(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 of

America;

(F) any non-discretionary account or similar account (other than

an estate or trust) held by a dealer or other fiduciary for the benefit or

account of a U.S.

person;

(G) any discretionary account or similar account (other than an

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

(if an individual) resident in the United States of America; and

(H) any partnership or corporation if:

(i) organized or incorporated under the laws of any foreign

jurisdiction; and

(ii) 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

Rule 501(a) under the Securities Act) who are not natural persons, estates or

trusts.

(2) At the time of the origination of contact concerning this

Agreement and the date of the execution and delivery of this Agreement, the

undersigned was outside of the United States.

(3) The undersigned will not, during the period commencing on the date

of issuance of the Shares and ending on the first anniversary of such date, or

such shorter period as may be permitted by Regulation S or other applicable

securities law (the "Restricted Period"), offer, sell, pledge or otherwise

transfer the Shares in the United States, or to a U.S. Person for the account or

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for the benefit of a U.S. Person, or otherwise in a manner that is not in

compliance with Regulation S.

(4) The undersigned will, after expiration of the Restricted Period,

offer, sell, pledge or otherwise transfer the Shares only pursuant to

registration under the Securities Act or an available exemption therefrom and,

in accordance with all applicable state and foreign securities laws.

(5) The undersigned was not in the United States, engaged in, and

prior to the expiration of the Restricted Period will not engage in, any s