SUBSCRIPTION AGREEMENT

TO:  Transfer Online, Inc.
     317 SW Alder Street
     2nd Floor
     Portland, OR  97204
     Fax: (503) 227-6874

     Attention:  Bryan Cochran

RE:  ACQUISITION OF COMMON SHARES OF KINGSTON MINES LTD.
     A NEVADA CORPORATION (THE "COMPANY")

Dear  Sir:

     Concurrent  with  execution  of  this  Agreement,  I  hereby  subscribe for
_______________  shares  of  the  Company's  Common  Stock  (the  "Shares") at a
purchase  price  of  US$0.10  per  share,  and  tender  herewith  the  sum  of
$________________  USD  payable  to  KINGSTON MINES LTD. as full payment for the
aggregate  subscribed  shares.

     In  connection with your offer of Shares, I represent and warrant that I am
over  the  age  of  21  years  and  that I have received a copy of the Company's
Prospectus  dated  _______________  (the "Prospectus").  I have relied solely on
the  contents of the Prospectus in making an investment decision to purchase the
shares  offered  by the Company, and I have not relied upon any other statements
made  by  or  with  regard  to  the  Company  in connection with its anticipated
operations  or  financial  performance.

     I understand that this Subscription Agreement is not binding on the Company
until  accepted  by  it,  and  that  the Company reserves the right to accept or
reject,  in  whole  or  in  part  and  at  its sole discretion, any Subscription
Agreement.  I  further  understand  that no federal or state agency has made any
determination  as  to  the fairness of the offering for investment purposes, nor
any  recommendations  or  endorsement  of  the  Shares.

     This  Subscription  Agreement  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  State  of  Nevada.

IN WITNESS WHEREOF, the undersigned has executed this Agreement this _____ day
of _________________, 200.


                                                   _____________________________
                                                   Signature(s)

                                                   _____________________________
                                                   Print Name

Print Name(s) in which Shares are to be registered:_____________________________

Address of Subscriber:                             _____________________________

                                                   _____________________________

WIRE TRANSFER INSTRUCTIONS:     Beneficiary:       Transfer Online, Inc.
                                                   FBO Kingston Mines Ltd.
                                                   Account No.
                                Bank:              Key Bank
                                                   200 SW Market St., Suite 100
                                                   Portland, Oregon  97201
                                                   ABA No. 123002011

ACCEPTANCE

The foregoing subscription is hereby accepted and receipt of payment is hereby
acknowledged with respect to the Shares subscribed for above.

                                                   KINGSTON MINES LTD.


                                                By:_____________________________
                                                   Lou Hilford
                                                   President