LEGEND INTERNATIONAL HOLDINGS, INC.



                             SUBSCRIPTION AGREEMENT





Legend International Holdings, Inc.

Level 8, 580 St Kilda Road

South Melbourne

Victoria 3004 Australia



Attn: Peter Lee



Gentlemen:





                    1.     Subscription.



                           1.1     Offering. The undersigned understands that

Legend International Holdings, Inc. (the "Company") is offering to sell to

investors an aggregate of 4,000,000 shares of its Common Stock, US$.001 par

value ("Common Stock") at US$0.50 per share.





                           1.2     Manner of Subscription. The undersigned (the

"Subscriber") hereby subscribes for and agrees to purchase ___________ Shares of

Common Stock for a purchase price of US$0.50 per share or an aggregate purchase

price of US$__________ on the terms and conditions described herein. The minimum

subscription is for 1000 Shares unless the Company agrees to accept a lesser

subscription. The undersigned hereby tenders to the Company a check made payable

to the order of "Legend International Holdings, Inc." in the amount indicated

above and two executed copies of this Subscription Agreement.





                           1.3     Offering Period. The undersigned agrees that

this subscription is, and shall be, irrevocable, but his or her obligations

hereunder will terminate if this subscription is not accepted by the Company by

September 18, 2006 or such later date as may be designated by the Company, but

not later than September 30, 2006 (the "Outside Date). The Company reserves the

right, in its sole discretion, to accept or reject this subscription, in whole

or in part, for any reason, at anytime through the Outside Date.





                           1.4     Closing. The undersigned acknowledges and

agrees that the closing of this Offering is conditioned upon the receipt and

acceptance by the Company of subscriptions for a minimum of 1,000,000 shares

("Minimum Subscription") prior to the Outside Date. As soon as the Company has

received and accepted the Minimum Subscription it will hold a closing (the

"Closing") to accept such subscriptions. Thereafter the Company may from time to

time at any time through the Outside Date accept additional subscriptions up to

a maximum of 2,000,000 Shares.



                           The undersigned acknowledges and agrees that the

subscriber funds, less a finders fee of up to 10% for certain subscriptions,

will be retained by the Company and utilized in the manner set forth in the

Summary Term Sheet if the subscription is accepted prior to the Outside Date,

and shall be promptly refunded to the Subscriber if not so accepted prior to the

Outside Date. The Company shall promptly notify the Subscriber of the acceptance

of his or her subscription and/or termination of the Offering. If this

subscription is rejected, the subscription payment will be promptly returned to

the undersigned without interest or deduction and this Subscription Agreement

shall have no force or effect.



                                       7

{PAGE}



                    2.     Representations, Warranties and Covenants of the

Subscriber.



                           2.1     Representations and Warranties; Risk Factors.

The Subscriber, by signing this Subscription Agreement, represents and warrants

to the Company that the Subscriber:



                                   (a)     All Common Stock purchased by him are

being acquired by him for his own account (or for accounts for which he has sole

investment discretion) for investment, without any intention of selling, further

distributing, or otherwise disposing of the Common Stock.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC