Subscription Agreement 3W Fire and Equipment, Inc. (hereinafter Purchaser or Undersigned )

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1 Subscription Agreement 3W Fire and Equipment, Inc. To: (hereinafter Purchaser or Undersigned ) 1. Recitals The undersigned hereby applies to become an owner of shares of Common Stock (hereinafter Shares ) of 3W Fire and Equipment, Inc. (hereinafter 3W FIRE AND EQUIPMENT INC. ), a Nevada Corporation (Issuer) located 1159 Suburban Hills Dr, Escondido, CA in accordance with the terms and conditions of this Agreement. 3W FIRE AND EQUIPMENT, INC. desires to sell these shares under the terms and conditions of this Agreement Before this agreement for the transfer of the Ownership Interest is considered, the undersigned must complete, execute, and deliver to Issuer the following: a. The purchaser's wire transfer in the amount of $ ; b. A Purchaser Questionnaire in the form attached; 1.3. The undersigned understands that the cash received by Issuer from Purchaser will be deposited in 3W Fire and Equipment, Inc s. general account for use according to the Use of Proceeds portion of the accompanying Private Placement Memorandum This transfer is irrevocable once voted upon by the Board of Directors of 3W FIRE AND EQUIPMENT, INC. to accept the transfer. On or before, 2011, this transfer may be rejected in whole or in part by the Issuer at its sole discretion. In the event that this transfer is rejected by the Issuer, all funds and documents tendered by the undersigned shall be returned the same day, if practicable, or the next day, together with any interest earned by the Issuer as allocated by the Issuer This transfer of Shares of 3W FIRE AND EQUIPMENT, INC. are not transferable by Purchaser nor are they assignable by the Undersigned All terms and conditions of the Shares in 3W Fire and Equipment, Inc. upon acceptance by the Issuer, shall be governed by the by laws of the Corporation which the Undersigned agrees is binding on his as well as the heirs, executors, administrators, successors, and assigns of the Undersigned If the Undersigned is more than one person, the obligations of the Undersigned shall be joint and several and the representations and warranties shall be deemed to be made by and be binding on each such person and his heirs, executors, administrators, successors, and assigns. 2. Acknowledgments. The Undersigned understands and acknowledges that: 2.1. There are substantial risks incident to purchasing the Shares of the Issuer, and such investment is speculative and involves a high degree of risk of loss by the Undersigned of the Undersigned's entire investment in the Issuer;

2 2.2. The Undersigned has been advised to consult the Undersigned's own attorney concerning the Issuer; 2.3. The books and records of the Issuer will be reasonably available for inspection by the Undersigned and/or the Undersigned's representatives, if any, at the Issuer's place of business; 2.4. No offering has not been registered under the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws in reliance on the exempt provisions of the Act and such other laws; 2.6. No federal or state agency has passed on the Shares nor has any agency offered or made any finding or determination concerning the fairness of this investment and no such agency has recommended or endorsed the Shares; 2.7. Because the Shares have not been registered under the Act or qualified under any state law, a purchaser of the Shares must bear the economic risk of investment for an indefinite period of time because the Shares will bear a restrictive legend and may not be sold, pledged, or otherwise transferred in the absence of an effective registration or qualification under federal and applicable state law or an opinion by counsel to the Issuer that such registration and qualification is not required as well as restrictions of sale or transfer under the Corporation s by laws; 2.8. The Undersigned as Purchaser understands that the Issuer is under no obligation and has not undertaken to register or qualify the sale, transfer, or other disposition of Shares by it or on its behalf, to take any other action necessary in order to make compliance with an exemption from registration or qualification available, or to do so at any time in the future; 2.9. The Undersigned as Purchaser will not make any sale, transfer, or other disposition of Shares except in compliance with the Act and its Rules and Regulations as well as any applicable state laws and regulations, as well as the Corporation s by laws; The transferability of Shares is further restricted because no public market for these securities exists or is ever anticipated to exist. 3. Representations. Investment in the securities of 3W Fire and Equipment Inc. involves a high degree of risk and is suitable only for persons of adequate means who have no need for liquidity with respect to this investment and who can afford the risk of a complete loss of their investment. Subscriptions will be accepted from investors who are "Accredited Investors," as the term is defined in Regulation D ("Regulation D") promulgated under the Securities Act of 1933, as amended (the "Act"), and up to 35 persons who are non-accredited investors. Accredited investors are those who, at the time of sale of the share fall within certain categories enumerated in Rule 501 (a) of Regulation D, including any of the following. (i) any individual who had an individual income in excess of $200,000 (or joint income with his or her spouse of $300,000) in the last two years and who reasonably expects an

3 individual income in excess of $200,000 (or such joint income in excess of $300,000) in the current year. (ii) any individual whose individual net worth, or joint net worth with that individual's spouse, exceed $1,000,000; and (iii) any partnership, corporation, employee benefit plan or trust which was not formed for the purpose of acquiring the Shares and which has total assets of over $5,000,000 and with regard to a trust, the person making the investment decision has had such experience in financial and business matters that the trustee is capable of evaluating the risks and merits of the investment in the Shares, a corporation or partnership where all the beneficial owners are accredited investors or if an employee benefit plan, it is administered by a bank, savings and loan association, insurance company or registered investment adviser, or if a self directed plan, the investment decision is being made by only accredited investors. Each investor, whether accredited or non-accredited, must also make certain representations to the general effect that such investor: (i) does not have an overall commitment to investments which are not readily marketable that is disproportional to his/her net worth, and that his/her investment in the Shares will not cause such overall commitment to become excessive; (ii) has adequate net worth and means of providing for his/her current needs and personal contingencies to sustain a complete loss of his/her investment in the Company at the time of investment, and has no need for liquidity in his/her investment in the Company Shares. (iii) is acquiring the Shares for his/her own account, for investment only and not with a view toward resale or distribution and (iv) is aware that he/she will not be able to liquidate his/her investment in the event of emergency or for any other reason because the transferability of the share will be subject to restrictions in the Subscription Agreement and will be affected by restrictions on resale imposed by the Act and the securities laws of certain states. In addition, an investment in the Shares must not exceed ten percent (10%) of an investor's net worth. The Company reserves the right to accept subscriptions from subscribers who do not meet all of the above suitability standards but who are otherwise qualified to purchase the Shares. The Undersigned Purchaser represents and warrants as follows: 3.1. The Undersigned has read and is familiar with the Private Placement Memorandum, the Business Plan and all related exhibits; 3.2. The Undersigned has carefully reviewed and understands the risks of, and other considerations relating to, a purchase of 3W FIRE AND EQUIPMENT, INC. shares; 3.3. The Undersigned and his or her representatives, if any, have been furnished all materials relating to the Issuer and its proposed activities and the offering of Shares that

4 they have requested, and have been afforded the opportunity to obtain any additional information and ask all questions concerning the Issuer, shares, and investment necessary to verify the accuracy of any representations or information set forth in any of 3W Fire and Equipment, Inc. materials and to understand any additional matters that the undersigned believes are necessary to evaluate the investment and its associated risks The Issuer has answered all inquiries that the Undersigned and his or her representatives, if any, have put to it concerning the Issuer and its proposed activities, and all other matters relating to the Issuer and the offering and sale of the shares; 3.5. Neither the Undersigned nor his or her representatives, if any, have been furnished any offering literature other than the Private Placement Memorandum, and the Undersigned and his or her representatives, if any, have relied only on the information contained in the Memorandum and such exhibits and information, as described in Sections 3.3 and 3.4 above, furnished or made available to them by the Issuer or its counsel; 3.6. The Undersigned has not distributed any of 3W Fire and Equipment, Inc. financial information to any one other than his or her lawyer, accountant, or other financial advisors; no one except such advisors has used this information and he/she has not made any copies of it; 3.7. The Undersigned is at least twenty-one (21) years of age; 3.8. The Undersigned has an individual net worth in excess of $1,000,000 or has individual income in excess of $200,000 in each of the two most recent years and reasonably expects an income in excess of $200,000 in the current year or joint income together with his or her spouse of $300,000 in each of those two years and an expected joint income of $300,000 in the current year. If a partnership, each partner is within the above standard; 3.9. The Undersigned has adequate means of providing for his or her current needs and personal contingencies, has no need for liquidity in his or her investment, and could afford to lose the entire amount of his or her investment; The Undersigned is obtaining the Shares for his or her own account for investment purposes and not with a view or intention to resell or distribute the same, and has no present intention, agreement, or arrangement to divide his or her participation with others or to resell, assign, transfer, or otherwise dispose of all or any part of the Shares for which the Undersigned has subscribed; The Undersigned has been advised that Shares must be held indefinitely unless (a) distribution of Shares is subsequently registered for resale under the Act, or (b) in the opinion of counsel acceptable to the Company, some other exemption from registration under the Act is available; Except as set forth below, all the information concerning the Undersigned's financial position and business experience that the Undersigned has provided to the Issuer and in any suitability questionnaire completed by the Undersigned, is correct and complete as of this date, and, if there should be any material change in such information before the acceptance of this subscription by the Issuer, the Undersigned will immediately furnish the revised or corrected information to the Issuer.

5 3.13. Either: a. The Undersigned has such knowledge and experience in business and financial matters that the undersigned is capable of evaluating the Issuer, its proposed activities, and the risks and merits of investment in 3W Fire and Equipment, Inc. of protecting the Undersigned s interests, and of making an informed investment decision. The Undersigned has not consulted with others in connection with evaluating such risks and merits; or b. The Undersigned has been advised by others, listed below (who are unaffiliated with and who are not compensated by the Issuer or any of its affiliates or selling agents, directly or indirectly), and now has such knowledge and experience in business and financial matters that the Undersigned is capable of evaluating the Issuer and its proposed activities, the risks and merits of investment in the Shares and of making an informed investment decision, and the persons listed below are not purchaser representatives used in connection with evaluating such risks and merits: (1) Name: Relationship (2) Name: Relationship The Undersigned is not relying on the Issuer nor any of its officers or shareholders for independent legal, accounting, financial, or tax advice in connection with the undersigned's evaluation of the risks and merits of investment in the Issuer and the consequences to the undersigned of such an investment. Issuer represents: 3:15 3W FIRE AND EQUIPMENT, INC. is a Nevada Corporation in good standing and existing under, and by virtue of, the laws of the State of Nevada. The Company has requisite power and authority to own and operate its property and assets, and to carry on its business as presently conducted and as proposed to be conducted W FIRE AND EQUIPMENT, INC. currently has no subsidiaries or affiliated companies and does not control, directly or indirectly, any equity interest in any Corporation, association or business entity W FIRE AND EQUIPMENT, INC.is not in violation of any term of its by laws nor is it in violation of any term or provision of any indebtedness, indenture, contract, agreement, or instrument, and it is not in violation of any order, rule or regulation where such violation would materially affect the operation of the Company There is no pending or anticipated litigation, actions, suits, proceedings or other investigations pending against the Company nor is there reasonable basis or threat thereof to the best of 3W Fire and Equipment, Inc. s knowledge. 4. Indemnification. The Undersigned agrees to indemnify the Issuer and hold the Issuer harmless from and against any and all liability, damage, cost, or expense incurred on account of or arising out of:

6 4.1. Any inaccuracy in the undersigned's representations and warranties set forth in this document or in any other declarations, representations, and warranties in other communications to the Issuer; 4.2. The disposition of any of the Shares that the Undersigned will receive, contrary to the Undersigned's foregoing declarations, representations, and warranties; and 4.3. Any action, suit, or proceeding based on (a) the claim that declarations, representations, or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Issuer; or (b) the disposition of any of the Shares or any part of them. 5. Choice of Laws This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada except as to the manner in which the Undersigned elects to take title to Shares of the Issuer, which shall be construed in accordance with the laws of the state of his or her principal residence. 6. Ownership Information. Name of entity (please print): If entity named above, by: Social Security or Taxpayer I.D. Number: Business Address (including zip code): Business Telephone Number: Residence Address (including zip code): Residence Telephone Number: All communications to be sent to: Business Address Residence Address 7. Title to Shares Please indicate below the form in which you will hold title to your interest. PLEASE

7 CONSIDER CAREFULLY. Owners of 3W FIRE AND EQUIPMENT, INC. shares should seek the advice of their attorneys in deciding in which of the forms they should take ownership of the shares, because different forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the investor's domicile and his or her particular personal circumstances. For example, in community property states, if community property assets are used to purchase Shares held as separate property, adverse gift tax consequences may result. INDIVIDUAL OWNERSHIP (one signature required) JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must sign) COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in both names) TENANTS IN COMMON (both or all parties must sign) GENERAL PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a PARTNER authorized to sign, and include a copy of the Partnership Agreement) LIMITED PARTNERSHIP (fill out all documents in the name of the LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign, and include a copy of the Limited Partnership Agreement and any other document showing that the investment is authorized) Corporation (fill out all documents in the name of the Corporation, by the President or other officer authorized to sign, and include a copy of the Corporation's Articles and certified Corporate Resolution authorizing the signature) LIMITED LIABILITY COMPANY (fill out all documents in the name of the LIMITED LIABILITY COMPANY, by a manager authorized to sign, and include a copy of the Operating Agreement and any other documents showing that the investment is authorized) TRUST (fill out all documents in the name of the TRUST, by the trustee, and include a copy of the instrument creating the trust and any other documents necessary to show that the investment by the trustee is authorized. The date of the trust must appear on the Notarial where indicated.) 8. Securities Legends The Undersigned understands that the Shares have been issued under an exemption from the registration provisions of the Securities Act of 1933, as amended. The exemption relied upon is set forth at Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. The Shares may not be sold or transferred absent registration or an applicable exemption. A legend appears on all Share certificates prohibiting transfer of the Shares except in compliance with the by laws which has strict rules for transfer of the Shares. 9. Consideration.

8 The Undersigned shall pay to 3W FIRE AND EQUIPMENT, INC. the sum of $ in return for Shares. The Undersigned s Shares shall be subject to the same rights, benefits and restrictions as all other owners of the company and these Shares shall receive full and compatible dividend distribution. Each Share shall have voting rights for the election of directors and for important corporate decisions as outlined in full in the Corporation s by laws. No Common Stock in the Company has any different or superior voting rights than the Shares purchased by the Undersigned. Such voting rights may only be amended or augmented or diminished by proper vote of the shareholders as outlined in the by laws. 10. Miscellaneous Provisions This Agreement and its attachments delivered at the closing constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein. This Agreement may not be amended, waived or modified absent an express writing signed by both parties Notices may be sent by certified mail, facsimile, or overnight courier addressed to the party as herein requested This Agreement may be executed in any number of counterparts, each of which shall be equally enforceable against the parties and all of which together shall constitute one instrument In the event any provision of this Agreement becomes or is declared to be illegal, unenforceable or void, the remainder of the Agreement shall remain in full force and effect without said provision, or with the provision however interpreted by a court of competent jurisdiction Each party shall bear its own costs incurred on behalf of any due diligence in drafting, investigating or executing this agreement. THE FOREGOING IS HEREBY EXECUTED AS OF THE FIRST DATE ENTERED: The Undersigned or Purchaser Date: Name: Title: 3W FIRE AND EQUIPMENT, INC accepts this Subscription Agreement. Date: Robert J. Weber/President

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