Unassociated Document


    EXHIBIT
      10.1

    


    THIS
      PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES
      IN
      AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
      PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED (THE “1933 ACT”). 

     

    NONE
      OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
      “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
      ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
      OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS
      DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
      THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
      ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
      WITH THE 1933 ACT.

     

    CONFIDENTIAL

     

    PRIVATE
      PLACEMENT SUBSCRIPTION AGREEMENT

    (Offshore
      Subscribers)

    


    
      	
              TO:

            	
              TraceGuard
                Technologies, Inc. (the “Company”) 

            


    

    330
      Madison Avenue

    New
      York

    NY
      10017

     

    Purchase
      of Shares and Warrants 

     

    
      	
              1.

            	
              Subscription

            


    

     

    1.1 The
      undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to
      purchase from the Company (the “Offering”), on the basis of the representations
      and warranties and subject to the terms and conditions set forth in this
      agreement (the “Subscription Agreement”), ______ Units at the price of US$0.15
      per Unit (the “Subscription Price”), each “Unit” consisting of one share of the
      Company's common stock (a “Share”), and one warrant (a “Warrant”) exercisable
      for three years from the Closing (as defined below) to purchase one additional
      Share (a “Warrant Share”) at a price of US$0.80 per Share, for the aggregate
      total purchase price of US$________ (the “Subscription Proceeds”).

     

    1.2 Upon
      acceptance of this Subscription Agreement by the Company, Subscriber
      acknowledges and agrees that Subscriber shall purchase the Units purchased
      hereunder pursuant to the terms of this Subscription Agreement.

     

    
      	
              2.

            	
              Payment

            


    

     

    2.1 Simultaneous
      with the submission of this Subscription Agreement, the Subscriber shall pay
      the
      Subscription Proceeds to the Company by wire transfer to:

     

    
      
        	Name: 	 	TraceGuard Technologies Inc.
	Bank:
	 	  
	Account:
	 	  
	
                SWIFT/ABA:


              	 	 
                


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


     

    2.2 The
      Subscriber acknowledges and agrees that this Subscription Agreement, the
      Subscription Proceeds and any other documents delivered in connection herewith
      will be held on behalf of the Company until acceptance or rejection. In the
      event that this Subscription Agreement is not accepted by the Company for
      whatever reason, which the Company expressly reserves the right to do, within
      30
      days of the delivery of an executed Subscription Agreement by the Subscriber,
      this Subscription Agreement, the Subscription Proceeds (without interest
      thereon) and any other documents delivered in connection herewith will be
      returned to the Subscriber at the address of the Subscriber as set forth in
      this
      Subscription Agreement.

     

    
      	
              3.

            	
              Documents
                Required from Subscriber

            


    

     

    3.1 The
      Subscriber must complete, sign and return to the Company an executed copy of
      this Subscription Agreement.

     

    3.2 The
      Subscriber shall complete, sign and return to the Company as soon as possible,
      on request by the Company, any documents, questionnaires, notices and
      undertakings as may be required by regulatory authorities, and applicable
      law.

     

    
      	
              4.

            	
              Closing

            


    

     

    4.1 If
      the
      Subscription Agreement and the Subscription are accepted by the Company, the
      closing of the offering of the Units (the “Closing”) shall occur on or before
      June __, 2008, or on such other date as may be determined by the Company (the
      “Closing Date”). Closings may take place on various and numerous dates for
      various Subscribers.

     

    4.2 Within
      14
      Business Days of the Closing Date, the Company shall deliver to Subscriber
      a
      number of Units equal to the aggregate Units purchased hereunder

     

    
      	
              5.

            	
              Acknowledgements
                of Subscriber

            


    

     

    5.1 The
      Subscriber acknowledges and agrees that:

     

    
      	 	
              (a)

            	
              none
                of the Shares, Warrants or Warrant Shares have been registered under
                the
                Securities Act of 1933, as amended (“1933 Act”), or under any state
                securities or “blue sky” laws of any state of the United States, and,
                unless so registered, may not be sold or transferred except in accordance
                with the provisions of Regulation S, promulgated under the 1933 Act
                (“Regulation S”), pursuant to an effective registration statement under
                the 1933 Act, or pursuant to an exemption from, or in a transaction
                not
                subject to, the registration requirements of the 1933 Act and in
                each case
                in accordance with applicable state and local securities laws;
                

            


    

     

    
      	 	
              (b)

            	
              the
                Subscriber acknowledges that the Company has not undertaken, and
                will have
                no obligation, to register any of the Shares, Warrants or Warrant
                Shares
                under the 1933 Act;

            


    

     

    
      	 	
              (c)

            	
              the
                decision to execute this Subscription Agreement and acquire the Units
                hereunder has not been based upon any oral or written representation
                as to
                fact or otherwise made by or on behalf of the Company, and such decision
                is based entirely upon a review of the information filed by the Company
                with the Unites States Securities and Exchange Commission (the “SEC
                Filings”);

            


    

     

    
      	 	
              (d)

            	
              no
                securities commission or similar regulatory authority has reviewed
                or
                passed on the merits of the Units;

            


    

     

    
      	 	
              (e)

            	
              there
                are risks associated with an investment in the Units, as described
                in the
                SEC Filings;

            


    

     

    
      	 	
              (f)

            	
              the
                Subscriber has not acquired the Units as a result of, and will not
                itself,
                directly or indirectly, engage in any “directed selling efforts” (as
                defined in Regulation S) in the United States in respect of the Units
                which would include any activities undertaken for the purpose of,
                or that
                could reasonably be expected to have the effect of, conditioning
                the
                market in the United States for the resale of the Units; provided,
                however, that the Subscriber may sell or otherwise dispose of the
                Units
                pursuant to registration thereof under the 1933 Act, pursuant to
                Regulation S, or under an exemption from such registration
                requirements;

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	 	
              (g)

            	
              the
                Subscriber and the Subscriber's advisor(s) have had a reasonable
                opportunity to ask questions of and receive answers from the Company
                in
                connection with the purchase of the Units hereunder, and to obtain
                additional information, to the extent possessed or obtainable without
                unreasonable effort or expense, necessary to verify the accuracy
                of the
                information about the Company;

            


    

     

    
      	 	
              (h)

            	
              the
                Subscriber will indemnify and hold harmless the Company and, where
                applicable, its directors, officers, employees, agents, advisors
                and
                shareholders, from and against any and all loss, liability, claim,
                damage
                and expense whatsoever (including, but not limited to, any and all
                fees,
                costs and expenses whatsoever reasonably incurred in investigating,
                preparing or defending against any claim, lawsuit, administrative
                proceeding or investigation whether commenced or threatened) arising
                out
                of or based upon any representation or warranty of the Subscriber
                contained herein or in any document furnished by the Subscriber to
                the
                Company in connection herewith being untrue in any material respect
                or any
                breach or failure by the Subscriber to comply with any covenant or
                agreement made by the Subscriber to the Company in connection
                therewith;

            


    

     

    
      	 	
              (i)

            	
              the
                Shares are not listed on any stock exchange or automated dealer quotation
                system (other than the U.S. Over the Counter Bulletin Board (“OTC BB”))
                and no representation has been made to the Subscriber that any of
                the
                Shares will become listed on any stock exchange or automated dealer
                quotation system (other than OTC
                BB);

            


    

     

    
      	 	
              (j)

            	
              the
                Company will refuse to register any transfer of the Units not made
                in
                accordance with the provisions of Regulation S, pursuant to an effective
                registration statement under the 1933 Act or pursuant to an available
                exemption from the registration requirements of the 1933 Act and
                in
                accordance with applicable state and local securities
                laws;

            


    

     

    
      	 	
              (k)

            	
              the
                statutory and regulatory basis for the exemption claimed for the
                offer of
                the Units, although in technical compliance with Regulation S, would
                not
                be available if the offering is part of a plan or scheme to evade
                the
                registration provisions of the 1933 Act or any applicable state and
                provincial securities laws; 

            


    

     

    
      	 	
              (l)

            	
              the
                Subscriber has been advised by the Company to consult the Subscriber's
                own
                legal, tax and other advisors with respect to the merits and risks
                of an
                investment in the Units and with respect to applicable resale
                restrictions, and the Subscriber is solely responsible (and the Company
                is
                not in any way responsible) for compliance
                with:

            


    

     

    
      	 	
              (i)

            	
              any
                applicable laws of the jurisdiction in which the Subscriber is resident
                in
                connection with the distribution of the Units hereunder,
                and

            


    

     

    
      	 	
              (ii)

            	
              applicable
                resale restrictions; and

            


    

     

    
      	 	
              (m)

            	
              this
                Subscription Agreement is not enforceable by the Subscriber unless
                it has
                been accepted by the Company.

            


    

     

    
      	
              6.

            	
              Representations,
                Warranties and Covenants of the
                Subscriber

            


    

     

    6.1 The
      Subscriber hereby represents and warrants to and covenants with the Company
      (which representations, warranties and covenants shall survive the Closing)
      that:

     

    
      	 	
              (a)

            	
              the
                Subscriber has the legal capacity and competence to enter into and
                execute
                this Subscription Agreement and to take all actions required pursuant
                hereto;

            


    

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              the
                entering into of this Subscription Agreement and the transactions
                contemplated hereby do not result in the violation of any of the
                terms and
                provisions of any law applicable to the Subscriber or of any agreement,
                written or oral, to which the Subscriber may be a party or by which
                the
                Subscriber is or may be bound;

            


    

     

    
      	 	
              (c)

            	
              the
                Subscriber has duly executed and delivered this Subscription Agreement
                and
                it constitutes a valid and binding agreement of the Subscriber enforceable
                against the Subscriber in accordance with its
                terms;

            


    

     

    
      	 	
              (d)

            	
              the
                Subscriber is acquiring the Units for such Subscriber's own account
                and/or
                benefit for investment and not as a nominee and not with a view to
                the
                distribution thereof.

            


    

     

    
      	 	
              (e)

            	
              the
                Subscriber is not acquiring the Units for the account or benefit
                of,
                directly or indirectly, any U.S.
                Person;

            


    

     

    
      	 	
              (f)

            	
              the
                Subscriber is not a U.S. Person (as defined in Regulation
                S);

            


    

     

    
      	 	
              (g)

            	
              the
                Subscriber is resident in the jurisdiction set out under the heading
“Name
                and Address of Subscriber” on the signature page of this Subscription
                Agreement;

            


    

     

    
      	 	
              (h)

            	
              the
                sale of the Units to the Subscriber as contemplated in this Subscription
                Agreement complies with or is exempt from the applicable securities
                legislation of the jurisdiction of residence of the
                Subscriber;

            


    

     

    
      	 	
              (i)

            	
              the
                Subscriber is acquiring the Units for investment only and not with
                a view
                to resale or distribution and, in particular, it has no intention
                to
                distribute either directly or indirectly any of the Units in the
                United
                States or to U.S. Persons; 

            


    

     

    
      	 	
              (j)

            	
              the
                Subscriber is outside the United States at the time of the offer
                and sale
                of the Units and when receiving and executing this Subscription Agreement
                and is acquiring the Units as principal for the Subscriber's own
                account,
                for investment purposes only, and not with a view to, or for, resale,
                distribution or fractionalisation thereof, in whole or in part, and
                no
                other person has a direct or indirect beneficial interest in such
                Units;

            


    

     

    
      	 	
              (k)

            	
              the
                Subscriber is not an underwriter of, or dealer in, the common shares
                of
                the Company, nor is the Subscriber participating, pursuant to a
                contractual agreement or otherwise, in the distribution of the
                Units;

            


    

     

    
      	 	
              (l)

            	
              the
                Subscriber (i) is able to fend for him/her/itself in the Subscription;
                (ii) has such knowledge and experience in business matters as to
                be
                capable of evaluating the merits and risks of its prospective investment
                in the Units; and (iii) has the ability to bear the economic risks
                of its
                prospective investment and can afford the complete loss of such
                investment;

            


    

     

    
      	 	
              (m)

            	
              the
                Subscriber is not aware of any public solicitation or advertisement
                of an
                offer in connection with any of the Units;
                and

            


    

     

    
      	 	
              (n)

            	
              no
                person has made to the Subscriber any written or oral
                representations:

            


    

     

    
      	 	
              (i)

            	
              that
                any person will resell or repurchase any of the
                Units;

            


    

     

    
      	 	
              (ii)

            	
              that
                any person will refund the purchase price of any of the
                Units;

            


    

     

    
      	 	
              (iii)

            	
              as
                to the future price or value of any of the Units;
                or

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    
      	 	
              (iv)

            	
              that
                any of the Shares will be listed and posted for trading on any stock
                exchange or automated dealer quotation system or that application
                has been
                made to list and post any of the Shares of the Company on any stock
                exchange or automated dealer quotation system; except that the Company’s
                common shares are currently approved for trading on OTC
                BB.

            


    

     

    
      	 	
              (o)

            	
              The
                Subscriber will not engage in hedging transactions with respect to
                the
                Units unless in compliance with the 1933
                Act.

            


    

     

    
      	
              7.

            	
              Acknowledgement
                and Waiver

            


    

     

    7.1 The
      Subscriber has acknowledged that the decision to purchase the Units was solely
      made on the basis of information contained in the SEC Filings, which is publicly
      available and filed on EDGAR. The Subscriber hereby waives, to the fullest
      extent permitted by law, any rights of withdrawal, rescission or compensation
      for damages to which the Subscriber might be entitled in connection with the
      distribution of the Units.

     

    
      	
              8.

            	
              Legending
                of Subject Units

            


    

     

    8.1 The
      Subscriber hereby acknowledges that upon the issuance thereof, and until such
      time as the same is no longer required under the applicable securities laws
      and
      regulations, the certificates representing any of the Shares, Warrants and
      Warrant Shares will bear a legend in substantially the following
      form:

     

    
      	 	
              “THE
                SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN AN OFFSHORE
                TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION
                S PROMULGATED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED
                (THE
                “ACT”)) PURSUANT TO REGULATION S. ACCORDINGLY, THE SECURITIES REPRESENTED
                BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ACT, OR ANY
                U.S.
                STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
                HYPOTHECATED OR OTHERWISE DISPOSED OF (I) EXCEPT IN ACCORDANCE WITH
                THE
                PROVISIONS OF REGULATION S, (II) PURSUANT TO AN EFFECTIVE REGISTRATION
                STATEMENT UNDER THE ACT OR (III) PURSUANT TO AN EXEMPTION FROM THE
                ACT
                WHICH IS CONFIRMED IN AN OPINION OF COMPANY COUNSEL. IN ADDITION,
                HEDGING
                TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                MAY
                NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
                ACT.”

            


    

     

    8.2 The
      Subscriber hereby acknowledges and agrees to the Company making a notation
      on
      its records or giving instructions to the registrar and transfer agent of the
      Company in order to implement the restrictions on transfer set forth and
      described in this Subscription Agreement. 

     

    
      	
              9.

            	
              Costs

            


    

     

    9.1 The
      Subscriber acknowledges and agrees that all costs and expenses incurred by
      the
      Subscriber (including any fees and disbursements of any special counsel retained
      by the Subscriber) relating to the purchase of the Units shall be borne by
      the
      Subscriber.

     

    
      	
              10.

            	
              Governing
                Law

            


    

     

    10.1 This
      Subscription Agreement is governed by the laws of the state of Nevada. The
      Subscriber, in its personal or corporate capacity and, if applicable, on behalf
      of each beneficial purchaser for whom it is acting, irrevocably consents to
      the
      jurisdiction of the courts of the state of New York to resolve any disputes
      arising hereunder.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    
      	
              11.

            	
              Survival

            


    

     

    11.1 This
      Subscription Agreement, including without limitation the representations,
      warranties and covenants contained herein, shall survive and continue in full
      force and effect and be binding upon the parties hereto notwithstanding the
      completion of the purchase of the Units by the Subscriber pursuant
      hereto.

     

    
      	
              12.

            	
              Assignment

            


    

     

    12.1 This
      Subscription Agreement is not transferable or assignable.

     

    
      	
              13.

            	
              Severability

            


    

     

    13.1 The
      invalidity or unenforceability of any particular provision of this Subscription
      Agreement shall not affect or limit the validity or enforceability of the
      remaining provisions of this Subscription Agreement.

     

    
      	
              14.

            	
              Entire
                Agreement

            


    

     

    14.1 Except
      as
      expressly provided in this Subscription Agreement and in the agreements,
      instruments and other documents contemplated or provided for herein, this
      Subscription Agreement contains the entire agreement between the parties with
      respect to the sale of the Units and there are no other terms, conditions,
      representations or warranties, whether expressed, implied, oral or written,
      by
      statute or common law, by the Company or by anyone else.

     

    
      	
              15.

            	
              Notices

            


    

    


    17.1 All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given if mailed or transmitted by any standard form
      of
      telecommunication. Notices to the Subscriber shall be directed to the address
      on
      the signature page of this Subscription Agreement and all notices to the Company
      shall be delivered by facsimile to: TraceGuard Technologies, Inc., 330 Madison
      Avenue New York, NY 10017, Attention: David Ben-Yair, Chief Financial Officer,
      facsimile number: 011-972-57-797-5364, with a copy to Moses & Singer LLP,
      405 Lexington Avenue, 12th
      Floor,
      New York, NY 10174, Attention: Allan Grauberd, Esq., facsimile number (917)
      206-4381.

    


     

    
      	
              16.

            	
              Counterparts
                and Electronic Means

            


    

     

    16.1 This
      Subscription Agreement may be executed in any number of counterparts, each
      of
      which, when so executed and delivered, shall constitute an original and all
      of
      which together shall constitute one instrument. Delivery of an executed copy
      of
      this Subscription Agreement by electronic facsimile transmission or other means
      of electronic communication capable of producing a printed copy will be deemed
      to be execution and delivery of this Subscription Agreement as of the date
      hereinafter set forth.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


     

    IN
      WITNESS WHEREOF
      the
      Subscriber has duly executed this Subscription Agreement as of the date of
      acceptance by the Company.

     

     

    
      	 	  
	 	(Name of Subscriber - Please type or
              print)
	 	 
	 	  
	 	(Signature and, if applicable,
              Office)
	 	 
	 	  
	 	(Address of Subscriber)
	 	 
	 	/
	 	(City, State or Province, Postal Code
              of
              Subscriber)
	 	 
	 	Israel
	 	(Country of
              Subscriber)


    

     

     

    A
      C C E P T A N C E

     

    The
      above-mentioned Subscription Agreement in respect of the Units is hereby
      accepted by __________________.

     

    DATED
      at
      the __ day of June, 2008.

     

    TRACEGUARD
      TECHNOLOGIES, INC.

     

    
      	 Per: 	  
	 	David
              Ben Yair, Chief Financial Officer


    

     

    
      
         

      

      
        -7-