Newtech Resources Ltd Watch

from S-8 1 page Section 10(a) Prospectus

from S-8 1 page 2004 Benefit Plan of Newtech Resources Ltd

from 10SB12G ~10 pages The Offer and Sale of the Shares of Common Stock Referred to in This Subscription Agreement (The "Offering") Have Not Been Registered or Qualified Under the Securities Act of 1933, as Amended (The "Act"), or Any State Securities Laws and Are Being Offered and Sold in Reliance on Exemptions From the Securities Registration and Qualification Requirements of the Act and Such Laws. Accordingly, the Shares of Common Stock May Not Be Transferred or Resold Without Registration and Qualification Under the Act and Applicable State Securities Laws, Unless an Exemption From Such Registration and Qualification Under the Act and Such Laws Is Then Available. the Shares of Common Stock Have Not Been Approved or Disapproved by the Securities and Exchange Commission, Any State Securities Commission or Other Regulatory Authority, Nor Have Any of the Foregoing Authorities Passed Upon or Endorsed the Merits of the Offering or the Adequacy of the Information Set Forth in the Offering Circular Dated Which Relates to This Offering. I. Subscription

from 10SB12G 1 page Form of Stock Certificate Not Valid Unless Countersigned by Transfer Agent Incorporated Under the Laws of the State of Nevada Number Newtech Resources Ltd. Shares Cusip No—652525-10-6 Authorized Common Stock: 30,000,000 Shares—par Value: $.001