SUBSCRIPTIONAGREEMENT

To:         Stone Harbor Investments, Inc.

7985 113th Street, Suite 211

Seminole, FL 33772

Ladies and Gentlemen:

1.           Subscription.

The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Stone Harbor Investments, Inc., (the “Corporation”) the number of common shares (the “Common Shares”) at a purchase price of $0.01 per share, as set forth on the Signature Page at the end of this subscription agreement (the “Agreement”), upon the terms and conditions hereinafter set forth. The minimum purchase per investor is 1,000 Common Shares or $10.00.  This subscription is submitted to the Corporation in accordance with and subject to the terms and conditions described in this Agreement and in the Confidential Term Sheet dated as of May 14, 2009.

The undersigned is delivering the subscription payment made payable to “STONE HARBOR INVESTMENTS, INC.” and two fully executed copies of this Agreement; a completed Investor Questionnaire (the “Subscriber Questionnaire”):

Stone Harbor Investments, Inc.

7985 113th Street, Suite 211

Seminole, FL 33772

Attn.: Michael Toups, President

Tel: (727) 641-1357

A prospective investor remitting the purchase price by wire transfer should first contact us to receive proper wire instructions to make necessary arrangements for such wire.

The undersigned understands that the Common Shares are being issued pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation D Rule 506, or Regulation S of such Securities Act. As such, the Common Shares are only being offered and sold to investors who qualify as “accredited investors,” and a limited number of sophisticated investors, and persons who are not “US persons” as defined in Regulation S under the Securities Act.  The Corporation is relying on the representations made by the undersigned in this Agreement that the undersigned qualifies as such an accredited, sophisticated, or non “US person” investor. The Common Shares are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.

2.           Acceptance of Subscription.

The offering will be open until the earlier to occur of (i) December 31, 2009; or (ii) the sale of all of the Common Shares, unless extended by us in our sole discretion.  The Common Shares are being sold on a “best efforts” basis.  The proceeds from the sale of Common Shares less legal fees and other expenses will be released to the Corporation upon clearance of such proceeds and acceptance of this Agreement by the Corporation.

Subject to applicable state securities laws, the Purchaser may not revoke any subscription that such Purchaser delivers to the Corporation. However, the undersigned understands and agrees that the Corporation, in its sole discretion, may (i) reject the subscription of any Purchaser, whether or not qualified, in whole or in, part, and (ii) may withdraw the offering at any time prior to the termination of the offering.  The Corporation shall have no obligation to accept subscriptions in the order received. This subscription shall become binding only if accepted by the Corporation.

3.           Term Sheet.

The Purchaser hereby acknowledges receipt of a copy of the Confidential Term Sheet dated May 14, 2009 (as, the “Term Sheet”).

4.           Representations and Warranties.

4.1.         The Corporation represents and warrants to, and agrees with the undersigned as follows, in each case as of the date hereof and in all material respects as of the date of the closing, except for any changes resulting solely from the offering:

(a) The Corporation will be duly organized, validly existing and in good standing under the laws of Nevada with full power and authority to own, lease, license and use its properties and assets and to carry out the business in which it is engaged as described in the Term Sheet. The Corporation will be in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing or use of property or assets or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Corporation.

(b) At the date of the Term Sheet, the authorized capital stock of the Corporation will consist of 250,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), 20,000,000 common shares outstanding, and 20,000,000 shares of blank check preferred stock authorized with none outstanding.

Each outstanding share of the Common Shares will be validly authorized, validly issued, fully paid and non-assessable, without any personal liability attaching to the ownership thereof and has not been issued and is not or will not be owned or held in violation of any preemptive rights of stockholders. There will be no commitment, plan or arrangement to issue, and no outstanding option, warrant or other right calling for the issuance of, any share of capital stock of the Corporation or any security or other instrument which by its terms is convertible into, exercisable for or exchangeable for capital stock of the Corporation, except, as may be described in the Term Sheet. There will be no outstanding security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Corporation, except as may be described in the Term Sheet.

(c) There will be no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or, to the best knowledge of the officers of the Corporation, threatened with respect to the Corporation, or any of its subsidiaries, operations, businesses, properties or assets except as may be described in the Term Sheet or such as individually or in the aggregate do not now have and could not reasonably be expected have a material adverse effect upon the operations, business, properties or assets of the Corporation.

(d) The Corporation will not be in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree except as may be described in the Term Sheet or such as in the aggregate do not now have and will not in the future have a material adverse effect upon the operations, business, properties or assets of the Corporation; nor will the Corporation be required to take any action in order to avoid any such violation or default.

(e) The Corporation will have all requisite power and authority (i) to execute, deliver and perform its obligations under this Agreement, and (ii) to issue and sell the shares in the offering.

(f) No consent, authorization, approval, order, license, certificate or permit of or from, or declaration or filing with, any United States federal, state, local, or other applicable governmental authority, or any court or any other tribunal, is required by the Corporation for the execution, delivery or performance by the Corporation of this Agreement or the issuance and sale of the shares, except such filings and consents as may be required and have been or at the initial closing will have been made or obtained under the laws of the United States federal and state securities laws.

(g) The execution, delivery and performance of this Agreement and the issuance of the Common Shares will not violate or result in a breach of, or entitle any party (with or without the giving of notice or the passage of time or both) to terminate or call a default under any agreement or violate or result in a breach of any term of the Corporation's Articles of Incorporation or Bylaws of, or violate any law, rule, regulation, order, judgment or decree binding upon, the Corporation, or to which any of its operations, businesses, properties or assets are subject, the breach, termination or violation of which, or default under which, would have a material adverse effect on the operations, business, properties or assets of the Corporation.

(h) The Common Shares issuable in this offering will be validly authorized and, if and when issued in accordance with the terms and conditions set forth in the Term Sheet and in this Agreement, will be validly issued, fully paid and non-assessable without any personal liability attaching to the ownership thereof, and will not be issued in violation of any preemptive or other rights of stockholders.

(i) The Term Sheet and this Agreement do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

4.2.        The undersigned hereby represents and warrants to, and agrees with, the Corporation as follows:

(a) The undersigned is an “Accredited Investor” as that term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act, and as specifically indicated in Exhibit I attached to this Agreement.

(b) The undersigned is a “Sophisticated Investor” as that term is defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

(c) For California and Massachusetts individuals: If the subscriber is a California resident, such subscriber's investment in the Corporation will not exceed 10% of such subscriber's net worth (or joint net worth with his spouse). If the subscriber is a Massachusetts resident, such subscriber's investment in the Corporation will not exceed 25% of such subscriber's joint net worth with such subscriber's spouse (exclusive of principal residence and its furnishings).

(d) If a natural person, the undersigned is: a bona fide resident of the state or non-United States jurisdiction contained in the address set forth on the Signature Page of this Agreement as the undersigned's home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, the undersigned has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the Signature Page of this Agreement, the individual signing on behalf of the undersigned is duly authorized to execute this Agreement and this Agreement constitutes the legal, valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms.

(e) The undersigned has received, read carefully and is familiar with this Agreement and the Term Sheet.

(f) The undersigned is familiar with the Corporation's business, plans and financial condition, the terms of the offering and any other matters relating to the offering, the undersigned has received all materials which have been requested by the undersigned, has had a reasonable opportunity to ask questions of the Corporation and its representatives, and the Corporation has answered all inquiries that the undersigned or the undersigned's representatives have put to it. The undersigned has had access to all additional information necessary to verify the accuracy of the information set forth in this Agreement and the Term Sheet and any other materials furnished herewith, and have taken all the steps necessary to evaluate the merits and risks of an investment as proposed hereunder.

(g) The undersigned (or the undersigned's purchaser representative) has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the undersigned's investment in the Corporation hereunder is not material when compared to the undersigned's total financial capacity.

 

An accredited investor means any person who comes within any of the following categories, or whom the Corporation reasonably believes comes within any of the following categories, at the time of the sale of the Shares to that person:

(i) any bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the Exchange Act; any insurance Corporation as defined in Section 2(13) of the Securities Act; any investment Corporation registered under the Investment Corporation Act of 1940 or a business development Corporation as defined in Section 2(a)(48) of that act; any Small Business Investment Corporation licensed by the U.S., Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance Corporation, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(ii)  any private business development Corporation as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(iii) any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(iv)  any of the directors or executive officers of the Corporation;

(v)  any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of investment in the Common Shares, exceeds $1,000,000;

(vi) any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching that same income level in the current year;

(vii) any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Common Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or

(viii)  any entity in which all of the equity owners are accredited investors.

Purpose of this Questionnaire.

Shares of Stone Harbor Investments, Inc., a Nevada Corporation (the "Company'), are being offered without registration under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of certain states, in reliance on the private offering exemption contained in Rule 506 of the Securities Act and on Regulation D of the Securities and Exchange Commission thereunder ("Regulation D"), and in reliance on similar exemptions under certain applicable state laws. The purpose of this Purchaser Questionnaire is to assure the Company that the proposed purchaser meets the standards imposed for the application of such exemptions including, but not limited to, whether the proposed purchaser qualifies as an "accredited investor" as defined in Rule 501 under the Act or a “sophisticated investor” as defined in Rule 506 under the Act, your answers will at all times be kept strictly confidential. However, by signing this purchaser Questionnaire you agree that the Company may present this Purchaser Questionnaire to such parties as the Company may deem appropriate if called upon under the law to establish the availability of any exemption from registration of the private placement or if the contents hereof are relevant to any issue in any action, suit or proceeding to which the Company is a party or by which it may be bound. The undersigned realizes that this Purchaser Questionnaire does not constitute an offer by the Company to sell shares but is a request for information.

One (1) copy of this Questionnaire should be completed, signed, dated and delivered to:

Stone Harbor Investments Inc.

7985 113th Street, Suite 211

Seminole, FL 33772

Attn.: Michael Toups, President

Tel: (727) 641-1357

Please contact Michael Toups, President of Stone Harbor Investments, Inc. if you have any questions with respect to the Questionnaire atTel: (727) 641-1357.

PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is "None" or "Not Applicable," so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.

I.           General Information:

Name:  ________________________________

Date of Birth:  ______________________________

Residence Address:  __________________________________________________________________________

Business Address:  ___________________________________________________________________________

Home Telephone No.: _________________________________________________________________________

Business Telephone No:  _______________________________________________________________________

E-mail Address:  ______________________________________________________________________________

Preferred Mailing Address: ________ Business or  _________   Home  (check one)

Social Security Number:  _______________________________________________________________________

Marital Status:  _______________________________________________________________________________

II.          Financial Condition:

1.           Did your individual annual income during each of 2007 and 2008 exceed $200,000 and do you reasonably expect your individual annual income during 2009 to exceed $200,000?

Yes _______   No _______

2.           Did your joint (with spouse) annual income during each of 2007 and 2008 exceed $300,000 and do you reasonably expect your individual annual income during 2009 to exceed $300,000?

Yes _______   No  _______

3.           Does your individual or joint net worth exceed $1,000,000?

Yes _______   No  _______

By signing this Questionnaire I hereby confirm the following statements:

(a) I am aware that the offering of Common Shares will involve securities that are not transferable and for which no market exists, thereby requiring my investment to be maintained for an indefinite period of time.

(b) I acknowledge that any delivery to me of the Term Sheet relating to the Common Shares prior to the determination by the Company of my suitability as an investor, shall not constitute an offer of such Common Shares until such determination of suitability shall be made, and I agree that I shall promptly return the Term Sheet to the Company upon request.

(c)       My answers to the foregoing questions are, and were on any date (if any) that I previously subscribed for Common Shares in the Company, true and complete to the best of my information and belief and were true on any date that I previously as of, and I will promptly notify the Company of any changes in the information I have provided.

Date:________________  _______________________________________________

(Printed Name)

Place:  ____________________________________

__________________________________________

(Signature)

__________________________________________

(Printed Name of Joint Subscriber)