Subscription Agreement, dated December 1, 2006, between Stargold Mines, Inc. and Hampton Park Capital LLC

A.

The Units. This Subscription Agreement relates to units of Sockeye Seafood Group, Inc., a Nevada corporation (the “Company”), each unit consisting of one share of common stock (the “Subscribed Shares”), and one share purchase warrant, exercisable for one share of common stock at an exercise price of US$2.50 (“Purchase Warrants”) (collectively referred to as “Units”). The price per Unit is US$1.00. The Company is offering for sale up to a maximum amount of 10,000,000 Units.

Notwithstanding anything contained herein to the contrary, neither the amount of Subscribed Shares nor the amount of shares of common stock issuable upon exercise of the Purchase Warrants shall be affected by the next stock split to be effectuated by the Company. For purposes of illustration only, if the undersigned purchases 100,000 Units and then the Company effectuates a split (whether reverse or forward), notwithstanding the split the undersigned shall have 100,000 Subscribed Shares and 100,000 Purchase Warrants to purchase 100,000 shares of common stock at an exercise price of US$2.50 per share.

Subscriber and Method of Payment. The undersigned subscriber (the “Subscriber”) hereby subscribes, on the terms and conditions set forth in this Subscription Agreement, to purchase 1,000,000 Units at an aggregate purchase price of US$1,000,000 (the “Purchase Price”), consisting of 1,000,000 Subscribed Shares and 1,000,000 Purchase Warrants attached.

C.

Terms and Exercise of Purchase Warrants. The terms and exercise particulars of the purchase warrants are as follows:

Reservation of Purchase Warrant Shares. The Company will at all times keep reserved and available, out if its authorized common stock, such number of shares of common stock as will be sufficient to provide for the exercise of the rights to purchase the Company’s common stock represented by the Purchase Warrants. The transfer agent for the common stock and any successor transfer agent for any shares of the Company’s capital stock issuable upon the exercise of any of such rights of purchase, will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will keep a copy of this Subscription Agreement on file with the transfer agent or its successors.

E.

Adjustment of the Number of Purchase Warrants. The number of Purchase Warrants convertible pursuant to this Subscription Agreement shall be subject to adjustment from time to time upon the happening of certain events, as follows:

F.

Failure to Deliver Purchase Warrant Shares Constitutes Breach of the Agreement. Failure by the Company, for any reason, to deliver the certificates representing any shares purchased pursuant to the Purchase Warrants, or the placement of a stop

G.

Assignment. This Subscription Agreement and the rights hereunder shall not be assigned by either party hereto.

H.

Shareholder’s Rights. Subscriber shall have shareholder rights with respect to the Purchase Warrants only when Subscriber has converted the Purchase Warrants to purchase those shares and provided the Company with payment and documentation as specified in Section I Part C (i) and (ii) of this Agreement.

I.

Commission. The Units will be offered and sold on behalf of the Company by the directors, officers, or employees of the Company or by broker-dealers. To the extent Units are offered and sold by broker-dealers or other finders, the Company will pay such broker-dealers a commission of up to ten (10%) percent of the gross proceeds raised from the sale of Units sold.

J.

Escrow Fees. The Company has entered into an escrow agent agreement with David Lubin & Associates, PLLC whereby the Company shall pay one and a half percent (½%) of the gross amount raised, up to a maximum escrow fee payable of $10,000. Further, Escrow Agent will be reimbursed for its expenses in connection with acting as escrow agent hereunder. No other escrow fees are payable to Escrow Agent.

Registration Rights. The Company agrees that, within six months from the date that all the Units being offered herein are sold and the Company completing raising aggregate gross proceeds of $10,000,000 hereunder (the “Closing”), it shall prepare and file with the Securities and Exchange Commission a registration statement (the “Registration Statement”) relating to the re-sale of the Subscribed Shares and the shares underlying the Warrants under the Securities Act of 1933, as amended (the “Act”).

ACKNOWLEDGEMENTS OF THE SUBSCRIBER. The Subscriber acknowledges to the Company that:

A.

The Company has made available to it and/or its advisors any and all information related to the Company that might be required to fully evaluate the merits and risks of an investment in the Units (the “Investment”) and the Subscriber has carefully evaluated its financial resources and investment position, as well as the risks associated with the Investment. The Subscriber has not relied on any oral representations or oral information furnished to the Subscriber or its advisors by the Company or its officers, directors,

B.

The Company has a limited operating history for this and other reasons, the Investment involves significant financial risks, including the risk of loss to the Subscriber of the entire Purchase Price.

C.

No assurance can be made that the Company will continue to operate, or, if it does operate and there is a profit, that dividends will be declared and paid on the Company’s common shares.

D.

The Subscriber may not be able to sell or dispose of the Units or the securities underlying the Units.

E.

The Subscriber’s commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth and making this investment will not cause the Subscriber’s overall commitment thereto to become excessive. The Subscriber has the financial ability to bear the economic risk of its investment, had adequate means for providing for its current needs and contingencies and has no need for liquidity with respect to his investment in the Units.

F.

The Subscriber is aware that the offer and sale of the Units has not been registered under the Securities Act or registered or qualified under applicable state securities or “Blue Sky” laws, and , therefore, the securities underlying the Units cannot be reoffered and resold unless either the reoffer and resale thereof are subsequently registered and qualified under the Act and said Blue Sky laws or an exemption from such registration and qualification is available; the Company has no intention of registering or qualifying the Units under the Act or any such Blue Sky laws and no exemption from registration or qualification may be available under the Act or such Blue Sky laws to the Subscriber at the time he wishes to dispose of the Company’s common shares.

G.

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of the Investment.

H.

Neither the Company nor any Company Representative offered to sell the Subscriber any security by means of any form of general advertising or general solicitation, such as media advertising or seminars.

I.

The Subscriber is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3). In connection therewith, the Subscriber represents and warrants to the Company that all information that the Subscriber has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously provided to the Company (the “Investor Questionnaire”), is correct and complete

The Subscriber is acquiring the Units for its own account as principal, 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 Units or any portion thereof. Further, the Subscriber 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 Units for which the undersigned is subscribing or any part of the Units.

The Subscriber 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.

L.

The Subscriber is not subscribing for the Units 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.

M.

The Subscriber is (i) experienced in making investments of the kind described in this Agreement and the related documents, (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 the related documents, and (iii) able to afford the entire loss of its investment in the Units.

ACKNOWLEDGEMENTS OF THE COMPANY. The Company represents, covenants and warrants the following:

Reporting Status and Stage of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so qualify would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company is subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company is not an investment company subject to reporting requirements the Investment Company Act of 1940.

Concerning the Stock. The issuance, sale and delivery of the Units are within the Company's corporate powers and have been duly authorized by all required corporate action on the part of the Company. When such shares of the Company’s common stock are issued, sold and delivered in accordance with the terms hereof for the consideration

Subscription Agreement. This Subscription Agreement has been duly authorized, validly executed and delivered on behalf of the Company and is a valid and binding agreement enforceable against the Company in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights.

RELIANCE ON REPRESENTATIONS. The Subscriber understands that the offer and sale of the Units is not being registered under the Act. The Company is relying on the representations, warranties and agreements of the Subscriber made herein to determine exemption from registration under the Act.

RESALES. Subscriber acknowledges and agrees that the securities underlying the Units may only be resold (a) in compliance with all state and federal securities laws, (b) pursuant to a Registration Statement under the Act or (c) pursuant to an exemption from registration under the Act and any applicable U.S. state securities laws.

TRANSFER AGENT INSTRUCTIONS. The Company will instruct its transfer agent to issue one or more stock certificates representing the Subscribed Shares with the restrictive legend set forth above in the name of Subscriber and will instruct such agent that the Subscribed Shares have been issued pursuant to Regulation D. The Company further agrees that upon the expiration of the distribution compliance period, the Company will cooperate as fully as the law allows with Subscriber’s request to lift the restrictive legend from such shares upon receipt of sufficient evidence that the Subscriber has complied with applicable securities laws and, upon receipt of such evidence, shall promptly instruct the Transfer Agent to transfer the Subscribed Shares without legend as expeditiously as practical after receipt of the certificates representing such Shares, provided that the Company shall not be required to deliver such instructions if it knows, or reasonably believes, that any of the representations made by the Subscriber is false.

STOCK DELIVERY INSTRUCTIONS. The Subscribed Shares shall be delivered to the Subscriber in accordance with the process required by Section I as agreed upon herein.

CONDITIONS OF THE COMPANY’S OBLIGATION TO ISSUE SHARES. Subscriber understands that the Company’s obligation to issue the Subscribed Shares and authorize the Purchase Warrants is conditioned upon:

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warranties, agreements and understandings in connection therewith. This Agreement may be amended only by a writing executed by all parties hereto.

INDEMNIFICATION. The Subscriber agrees to indemnify the Company and its officers, directors, employees, shareholders, agents, representatives, affiliates and their respective successors and assigns harmless from and against any and all losses, damages, liabilities, costs and expenses (including attorneys' fees) which any of the foregoing may sustain or incur in connection with any breach by the Subscriber of any representation, warranty or covenant made by it in this Subscription Agreement.

NOTICES. Any notice to be given or to be served upon any party to this Subscription Agreement in connection with this Subscription Agreement must be in writing and will be deemed to have been given and received upon confirmed receipt, if sent by facsimile, or five (5) days after it has been submitted for delivery by Federal Express or an equivalent carrier, charges prepaid and addressed to the following addresses with a confirmation of delivery:

MULTIPLE COUNTERPARTS. This Subscription Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which will constitute one in the same instrument. However, in enforcing any party's rights under this Subscription Agreement it will be necessary to produce only one copy of this Subscription Agreement signed by the party to be charged. A signature sent by legible facsimile shall be deemed an original.

GOVERNING LAW. This Subscription Agreement will be construed and enforced in accordance with and governed by the laws of the State of Nevada except for matters arising under the Securities Act, without reference to principles of conflicts of law. Each of the parties hereby consents to the personal jurisdiction of the federal courts whose districts encompass any part of the State of Utah in connection with any dispute arising under this Subscription Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. Each party hereby agrees that if another party to this Subscription Agreement obtains a judgment against it in such a proceeding, the party which obtained such judgment may enforce same by summary judgment in the courts of any country having jurisdiction over the party against whom such judgment was obtained, and each party hereby waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to this Subscription Agreement irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in this agreement. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law.

The Holder of this Warrant may subscribe for the number of shares of the Company indicated on the face hereof.

For each share purchased pursuant to this Warrant, payment must be made in the amount of US$2.50 per share. All payments must be made in US funds, in cash or by certified check, bank draft or money order payable in New York. If payment is in the form of an uncertified check, the Company reserves the right to deem the payment not received until the check has cleared the account upon which it has been drawn.

To exercise the rights evidenced by this Warrant, this Warrant with the attached Subscription Form, must be delivered or mailed to the Company, at ________, and must be received by the Company.

The rights evidenced by this Warrant expire at 5:00 p.m. local time in New York on ______________, 2008 subject to the condition that this Warrant will be subject to forced exercise, at the option of the Company, if the Company’s common shares trade at or above 100% of $__, in which case this Warrant will expire on the 20^th calendar day following the date notice of forced conversion is mailed to all Warrant Holders.

The rights evidenced by this Warrant may not be transferred.

If this Warrant or the purchase price is forwarded by mail it is suggested that registered mail be used as the Company will not be responsible for any losses which occur through the use of mails.

The rights evidenced by this Warrant are to purchase common shares in the capital stock of the Company as they were constituted on the date hereof. The number of shares and the exercise price of the Warrants are subject to adjustment in the events and in the manner following:

(a)

if the Company consolidates or subdivides its shares or pays a stock dividend, the number of shares issuable on the exercise of one Warrant and the purchase price of the Warrant will be increased or decreased proportionately so that each Warrant will entitle the holder to acquire the same percentage of shares of the Company at the same total price immediately after the subdivision, consolidation or stock dividend as the holder could purchase immediately before that event occurred;

(b)

in case of any capital reorganization or reclassification of the capital of the Company or the merger or amalgamation of the Company with or into any other company, each Warrant will entitle the holder to acquire, at the same total price, the number of shares or other securities of the Company or the company resulting from the capital reorganization, reclassification, merger or amalgamation, as the case may be, to which the holder would have been entitled if the holder had exercised one Warrant immediately before the capital reorganization, reclassification, merger or amalgamation;

(c)

the adjustments provided for in this subsection are cumulative.

1.

Print Full Name of Investor:

Individual:

     

First, Middle, Last

Partnership, Corporation, Trust, Custodial Account, Other:

   

Name of Entity

2.

Address for Notices:

  

  

  

3.

Name of Primary Contact Person:

     

4.

Telephone Number:

    

5.

E-Mail Address:

   

6.

Facsimile Number:

    

7.

Permanent Address:

   

FOR INDIVIDUALS:

o

A natural person with individual net worth (or joint net worth with spouse) in excess of $1 million. For purposes of this item, “net worth” means the excess of total assets at fair market value, including home, home furnishings and automobiles (and including property owned by a spouse), over total liabilities.

o

A natural person with individual income (without including any income of the Investor’s spouse) in excess of $200,000, or joint income with spouse of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year.

FOR ENTITIES:

o

A 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.

o

An insurance company as defined in Section 2(13) of the Securities Act.

o

A broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

o

An investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). If an Investor has checked this box, please contact David Lubin, Esq. at ###-###-#### or ***@*** for additional information that will be required.

o

A business development company as defined in Section 2(a)(48) of the Investment Company Act.

o

A small business investment company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

o

A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. If an Investor has checked this box, please contact David Lubin, Esq. for additional information that will be required.

o

An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Purchased Shares, with total assets in excess of $5 million.

o

A trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the Purchased Shares, whose purchase is directed by a person with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and the purchase of the Purchased Shares.

o

An employee benefit plan within the meaning of ERISA if the decision to invest in the Purchased Shares is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

o

A 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 the plan has total assets in excess of $5 million.

o

An entity, including a grantor trust, in which all of the equity owners are accredited investors as determined under any of the foregoing paragraphs (for this purpose, a beneficiary of a trust is not an equity owner, but the grantor of a grantor trust is an equity owner).

o Yes

o No

o Yes

o No

o Yes

o No

o Yes

o No

o Yes

o No

o Yes

o No

o Yes

o No

o Yes

o No

o Yes

o No

o Yes

o No

(Date)

o Yes

o No

o Yes

o No

INDIVIDUAL:

  

(Signature)

    

(Print Name)

PARTNERSHIP, CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

Hampton Park Capital LLC

(Name of Entity)

By: /s/ Marco Babini

(Signature)

Marco Babini, Manager

(Print Name and Title)