U.S. RESIDENT SUBSCRIPTION AGREEMENT ACCREDITED INVESTORS ONLY

EXHIBIT 4.5

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. NO PERSON SHOULD PURCHASE THE SECURITIES UNLESS SUCH PERSON CAN AFFORD THE TOTAL LOSS OF HIS/HER/ITS INVESTMENT.

U.S. RESIDENT

SUBSCRIPTION AGREEMENT

ACCREDITED INVESTORS ONLY

US Farms Inc.   

1635 Rosecrans Street, Suite D  

San Diego, CA  92106

Gentlemen:

PART I

1. US Farms Inc., a Nevada corporation (the “Company”), has authorized the sale of up to 2,000,000 shares of the Company’s $0.001 par value common stock (the “Shares”) and warrants (the “Warrants”) of the Company’s common stock, $0.001 par value per share (collectively, the “Units”) at the purchase price of twenty-five cents ($0.25) per Units, for an aggregate offering price of $500,000.

2. The undersigned hereby tenders this subscription for the purchase of the Shares in the principal amount of $____________ (minimum $10,000.00) with each Unit priced at $0.25 as per the SPA.  Checks shall be made payable to “US Farms Inc.”

3. The undersigned acknowledges that the Shares are being offered in reliance upon the private offering exemptions contained in Sections 3(b) and 4(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated thereunder.

4. Payment in the principal amount subscribed for above is simultaneously being paid with the undersigned subscription. The undersigned understands that a subscription for the Shares may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be promptly returned, without interest thereon or deduction therefrom. By execution below, the undersigned acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws.

5. The undersigned acknowledges receipt from the Company of a Securities Purchase Agreement (“SPA”), a copy of which is attached hereto.  Terms not defined herein shall have the meaning ascribed to them in the SPA.

6. The undersigned acknowledges that he understands the terms of the Offering, which shall be made substantially in accordance with the SPA, and summarized below:

1

Who May Invest

Investment in the Shares is limited to “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

Offering Period  

Offering shall commence on Nov 28, 2006 (“Effective Date”) and end on March 15, 2007, unless extended by mutual consent of the Company and the Placement Agent.

Aggregate Offering Price  

Up to $500,000 (This amount may be increased at the option of the Company and Placement Agent.)

Securities Offered

One Share of common stock and one warrant to purchase one additional share common stock (“Unit”).   

Offering Price

 Each Unit shall be priced at $.25 on the day that the investment amount by check or wire is received by the Company (the “Purchase Date”).

Warrants

Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $.50 (Fifty Cents). The warrants will generally be exercisable at any time for three years after the Effective Date of the Offering, unless earlier redeemed.  The warrants are redeemable by the Company, at a price of $0.10 per warrant

·

upon 30 days’ prior written notice,

·

   no earlier than 30 days from the effective date of this offering  and then

·

only if the closing price (last trade price) equals or exceeds $1.00 per share of the common stock for the 10 consecutive trading days immediately preceding the date of notice of redemption (as quoted on the OTCBB or any other successor exchange, adjusted for splits, etc.).  If Company gives notice of its intention to redeem, a warrant holder will have the choice either to

·

exercise their warrants before the date specified in the redemption  notice or

·

to accept the redemption price.

The warrants will be issued in unregistered form under a warrant agreement between Company and their Transfer Agent. The shares of common stock underlying the warrants, when issued upon exercise of a warrant, will be fully paid and nonassessable.  Company will pay any transfer tax incurred as a result of the issuance of common stock to the holder upon its exercise.  

Registration Rights  

The Holder of the Units shall be entitled to demand registration rights of those Units as outlined in Section II of the SPA.

2

Subscription

Each prospective investor who desires to purchase the Shares should complete, date, and execute the Subscription Agreement, and the Signature Page to the Purchase Agreement (the “Execution

Documents”), make a check, bank draft, or money order payable to

“US Farms, Inc.” in the investment amount, and deliver the completed Execution Documents and check to the Company US Farms, Inc. 1635 Rosecrans Street, Suite D San Diego, CA 92106

A subscription for the Shares may be rejected by the Company for any reason and, in the event that a subscription is rejected, the funds delivered therewith will be promptly returned, without interest thereon or deduction therefrom.

PART II

The Units may sometimes hereinafter be referred to as the "Securities."

1. The undersigned acknowledges, warrants and represents as follows:

(a) None of the Shares or Warrant Shares are registered under the Act or any state securities laws.  Purchaser understands that the offering and sale of the Securities is intended to be exempt from registration under the Act, by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement;

(b)  That the undersigned is in a financial position to hold the Securities for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of the undersigned's investment in the Securities.  The Purchaser’s overall commitment to investments which are not readily marketable

is not excessive in view of its net worth and financial circumstances and the purchase of the Shares will not cause such commitment to become excessive.  The investment is a suitable one for the Purchaser;

(c) That the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risk of an investment in the Securities, has the capacity to protect the undersigned's own interests in connection with an investment in the Securities and has the net worth to undertake such risks;

(d) That the undersigned has obtained, to the extent the undersigned deems necessary, the undersigned's own personal professional advice and made its determination with respect to the risks inherent in the investment in the Securities, and the suitability of an investment in the Securities in light of the undersigned's financial condition and investment needs;

(e) That the undersigned believes that an investment in the Securities is suitable for the undersigned based upon his investment objectives and financial needs, and the undersigned has adequate means for providing for the undersigned's current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Securities;

3

(f) That the undersigned recognizes that the Securities as an investment involves a high degree of risk, including, but not limited to, the risk of loss of 100% of the undersigned's investment in the Securities;

(g) That the undersigned realizes that (i) the purchase of the Securities is a long-term investment; (ii) the purchaser of the Securities must bear the economic risk of investment for an indefinite period of time, in part because the Securities have not been registered under the Act, or under the securities laws of any state and, therefore, the Securities cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations are available; (iii) there is presently no public market for the Securities and the undersigned may be unable to liquidate the undersigned's investment in the event of an emergency, or pledge the Securities as collateral for a loan; and (iv) the transferability of the Securities is restricted and requires conformity with the restrictions contained under federal and state securities laws, in paragraph 2 below and legends will be placed on the certificate(s) repre senting the Securities referring to the applicable restrictions on transferability;

(h) That a legend may be placed on the Securities and any certificate representing the Securities substantially to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SECURITIES, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(i) The Purchaser has received the SPA, and all other documents requested by the Purchaser, has carefully reviewed them and understands the information contained therein, and the Purchaser, prior to the execution of this Subscription Agreement, has had access to the same kind of information which would be available in a registration statement filed by the Company under the Securities Act;

(j) Neither the Securities and Exchange Commission nor any state securities commission has approved the Securities, or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the SPA. The SPA has not been reviewed by any federal, state or other regulatory authority;

(k) All documents, records and books pertaining to the investment in the Securities (including, without limitation, the SPA) have been made available for inspection by the Purchaser;

4

 (l) The Purchaser has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Securities and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Purchaser;

(m) In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or other information (oral or written) other than as stated in the SPA;

(n) The Purchaser is unaware of, is in no way relying on, and did not become aware of the offering of the Securities through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the offering and sale of the Securities and is not subscribing for Securities and did not become aware of the offering of the Securities through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in Securities generally;

(o) The Purchaser has taken no action which would give rise to any claim by any person other than the Placement Agent for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby;

(p) The Purchaser has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities similar to the Securities, so as to enable the Purchaser to utilize the information made available to it in connection with the offering of the Securities to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect thereto;

(q) The Purchaser is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related considerations as to an investment in the Securities, and the Purchaser has relied on the advice of, or has consulted with, only his own advisors;

(r) The Purchaser is acquiring the Securities solely for the Purchaser's own account for investment and not with a view to resale, assignment or distribution thereof, in whole or in part.  The Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Securities, and the Purchaser has no plans to enter into any such agreement or arrangement;

(s) Stop transfer instructions will be placed with the transfer agent of the Securities.  Although the Company has the obligation to register for resale the Shares and Warrant Shares, there can be no assurance that such registration will be completed within the time frames required by the Company, or at all.  It is not anticipated that there will be any market for resale of the Shares or Warrant Shares, and such shares will not be freely transferable at any time in the foreseeable future;

(t) The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Securities for an indefinite period of time;

(u) The Purchaser is aware that an investment in the Securities involves a number of very significant risks and has carefully read and considered the matters set forth in the SPA and in the Company Commission Filings;

5

(v) The Purchaser meets the requirements of at least one of the suitability standards for an “accredited investor” as set forth on the Accredited Investor Certification contained herein;

 (w) The Purchaser: (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, (A) such entity was not formed for the specific purpose of acquiring the Securities, (B) such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, (C) the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, (D) such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Securities, (E) the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, and (F) this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; and (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, such representative has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, limited liability company or limited liability partnership, or other entity for whom such representative is executing this Subscription Agreement, and such individual, ward, partnership, trust, estate, corporation, limited liability company or partnership, or other entity has full ri ght and power to perform this Subscription Agreement and make an investment in the Company, and that this Subscription Agreement constitutes a legal, valid and binding obligation of such Purchaser. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound;

(x) The Purchaser had the opportunity to obtain any additional information, to the extent the Company had such information in its possession or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SPA and all documents received or reviewed in connection with the purchase of the Securities and the opportunity to have representatives of the Company provide it with such additional information regarding the terms and conditions of this particular investment and the financial condition, results of operations, business and prospects of the Company deemed relevant by the Purchaser and all such requested information, to the extent the Company had such information in its possession or could acquire it without unreasonable effort or expense, has been provided to Purchaser to its full satisfaction;

(y) Any information which the undersigned has heretofore furnished or furnishes herewith to the Company is complete and accurate and may be relied upon by the Company and Placement Agent in determining the availability of an exemption from registration under Federal and state securities laws in connection with the offering of Securities as described in the SPA.  The Purchaser further represents and warrants that it will notify and supply corrective information to the Company and Placement Agent immediately upon the occurrence of any change therein occurring prior to the Company's issuance of the Securities;

(z) Prior to execution of this Agreement, neither it nor any Person over which the Purchaser has control, have made any net short sales of, or granted any option for the purchase of or entered into an

hedging or similar transaction with the same economic effect as a net short sale, in the Common Stock.  

6

Each Purchaser, severally and not jointly with the other Purchasers, understands and acknowledges that the Securities and Exchange Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” with the Shares and Warrant Shares purchased hereunder prior to the effective date of the Registration Statement is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporate Finance.  Accordingly, each Purchaser hereby agrees not to use any of the Shares and Warrant Shares to cover any short sales prior to the Effective Date.  Additionally, each Purchaser, severally and not jointly with the other Purchasers, agrees to comply with Regulation M under the federal securities laws.  The P urchasers agree, severally and not jointly, that they will not enter into any Short Sales (as hereinafter defined) from the period commencing on the date hereof and ending on the date that all of the Shares and Warrant Shares held by such Purchaser have been disposed of.  For purposes hereof, a "Short Sale" shall mean a sale of Common Stock by such Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Purchaser;  

(aa) No oral or written representations have been made, or oral or written information furnished, to the Purchaser in connection with the offering of the Securities or as to the Company, which are in any way inconsistent with the information contained in the SPA;

(bb) THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.  THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ALTHOUGH THE COMPANY HAS AN OBLIGATION TO REGISTER FOR RESALE THE SHARES AND THE WARRANT SHARES, THERE CAN BE NO ASSURANCE THAT SUCH REGISTRATION WILL BE COMPLETED WITHIN THE TIME FRAMES REQUIRED, OR AT ALL.  THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREG OING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN OR IN THE SPA.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(cc) (For ERISA plans only)    The fiduciary of the ERISA plan represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities.  The Purchaser fiduciary or Plan (a) is responsible for the decision to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the Purchaser fiduciary or Plan has not relied primarily on any advice or recommendation of the Company or any of its affiliates.

 (dd) The Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac> before making the following representations. The Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals.  The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <http://www.treas.gov/ofac>.  In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals¹ or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists.

7

(ee)  To the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs.  Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph.  The Purchaser agrees to promptly notify the Company should the Purchaser become aware of any change in the information set forth in these representations.  The Purchaser understands and acknowledges that, by law, the Comp any may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations.  The Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers.  These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

(ff)  To the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign

political figure², or any immediate family³ member or close associate⁴ of a senior foreign political figure, as such terms are defined in the footnotes below.

(gg) If the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. _____________ _________________________

¹ These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.