EXHIBIT 10.7

This Regulation S Common Stock Subscription Agreement (this “ Agreement ”) is executed in reliance upon the transaction exemption afforded by Regulation S (“ Regulation S ”) promulgated by the United States Securities and Exchange Commission (the “ SEC ”) under the Securities  Act of 1933, as amended (“ 1933 Act ”).

The shares of Common Stock (as hereinafter defined) subscribed to hereby have not been registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (as hereinafter defined) unless the Common Stock is registered under the 1933 Act, or an exemption from the registration requirements of the 1933 Act is available.  Hedging transactions in the Common Stock may not be conducted except in compliance with the 1933 Act (including, but not limited to, Regulation S).

This Agreement has been executed by the undersigned (“ Subscriber ”), a non-U.S. person (as hereinafter defined), in connection with the purchase of common stock (the “ Common Stock ”), of UEG-Green Energy Solutions/Alberta, Inc. (the “ Issuer ”).

The Subscriber hereby represents and warrants to, and agrees with, the Issuer as follows:

1.            Agreement to Subscribe: Purchase Price .

A.            Subscription .  The Subscriber hereby agrees to purchase _____________ shares of Common Stock of the Issuer (the “ Shares ”) at the Purchase Price of US  one cent ($0.01) per share (the “Purchase Price”) of Common Stock and the Issuer hereby agrees to sell the Shares to the Subscriber at the Purchase Price.

B.            Closing; Payment . &nbs