Filed by sedaredgar.com - Passport Arts Inc. - Exhibit 10.4






NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

PRIVATE PLACEMENT SUBSCRIPTION 
FOR NON U.S. SUBSCRIBERS


PASSPORT ARTS INC. 

PRIVATE PLACEMENT OF $_____COMMON STOCK 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on page 11 of this
      Subscription.

	 	 
	2. 	
      IF you are not subscribing as a close personal
      friend, family member, or close business associate of a director, officer,
      founder or control person of the Company as indicated on page 4,
      COMPLETE the Quebec Accredited Investor Questionnaire attached as
      Schedule A to this Subscription (the "Quebec Questionnaire").

	 	 
	3. 	
      DELIVER the Subscription Proceeds to the
      President, Asbed Palakian, at the address of the Company set out
    below.

	 	 
	4. 	
      COURIER the originally executed copy of the entire
      Subscription to the President, Asbed Palakian, at:



PASSPORT ARTS INC. 
5147 Mountain Sights 
Montreal,
Quebec H3W 2Y1 





NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

PRIVATE PLACEMENT SUBSCRIPTION 
(Non U.S. Subscribers
Only) 

	TO: 	PASSPORT ARTS INC. (the
      "Company") 
	  	5147 Mountain Sights 
	 	Montreal, Quebec
      H3W 2Y1 


Purchase of Shares 

1.                     
 Subscription 

1.1                    
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees
to purchase the number of shares of the Company's common stock (the "Shares") as
set out on page 11 of this Subscription at a price of US$_____ per Share
(such subscription and agreement to purchase being the "Subscription"), for the
total subscription price as set out on page 11 of this Subscription (the
"Subscription Proceeds"), which Subscription Proceeds are tendered herewith, on
the basis of the representations and warranties and subject to the terms and
conditions set forth herein. 

1.2                    
The Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the Subscription will be
effective upon its acceptance by the Company. 

1.3                    
Unless otherwise provided, all dollar amounts referred to in this Subscription
are in lawful money of the United States of America. 

2.                     
 Payment 

2.1                    
The Subscription Proceeds must accompany this Subscription and shall be sent
directly to the Company. 

2.2                    
Where the Subscription Proceeds are paid to the Company, the Company may treat
the Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this subscription being accepted by the Company.


2.3                    
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. 




- 2 - 

3.                      
Closing 

3.1                    
Closing of the purchase and sale of the Shares shall occur on such date as may
be determined by the Company in its sole discretion (the "Closing Date"). The
Subscriber acknowledges that Shares may be issued to other subscribers under
this offering (the "Offering") before or after the Closing Date. 

4.                      
Acknowledgements of Subscriber 

4.1                    
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      the Shares have not been registered under the Securities
      Act of 1933, as amended (the "1933 Act"), or under any state securities or
      "blue sky" laws of any state of the United States, and are being offered
      only in a transaction not involving any public offering within the meaning
      of the 1933 Act, and, unless so registered, may not be offered or sold in
      the United States or to U.S. Persons (as defined herein), except 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 only in accordance with
      applicable state securities laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Shares 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, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      by completing the Quebec Questionnaire, if applicable,
      the Subscriber is representing and warranting that the Subscriber is an
      "Accredited Investor", as the term is defined in National Instrument
      45-106 ("NI 45-106") adopted by the Autorité Des Marchés Financiers (the
      "ADMF");

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company regarding the Offering;

	 	 	 
	 	(e) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber's attorney and/or advisor(s);

	 	 	 
	 	(f) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Shares pursuant to this Subscription;

	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription and the Quebec Questionnaire, if applicable, and the
      Subscriber will hold harmless the Company from any loss or damage it may
      suffer as a result of the Subscriber's failure to correctly complete this
      Subscription and the Quebec Questionnaire, if applicable;

	 	 	 
	 	(h) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective 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
  acknowledgment,







- 3 - 

	 		
      representation or warranty of the Subscriber contained
      herein, the Quebec Questionnaire, if applicable, or in any other 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 issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(j) 	
      that resale of any of the Shares in Canada is restricted
      except pursuant to an exemption from applicable securities
    legislation;

	 	 	 
	 	(k) 	
      the Subscriber has not acquired the Shares as a result
      of, and will not itself engage in, any "directed selling efforts" (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Shares 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
      any of the Shares; provided, however, that the Subscriber may sell or
      otherwise dispose of any of the Shares pursuant to registration of any of
      the Shares pursuant to the 1933 Act and any applicable state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

	 	 	 
	 	(l) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription and is acquiring the Shares as
      principal for its own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalization thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in such Shares;

	 	 	 
	 	(m) 	
      none of the Shares may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the expiration of a period of one year
      after the date of original issuance of the Shares;

	 	 	 
	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Shares, 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;

	 	 	 
	 	(o) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Shares and with respect to applicable resale
      restrictions and it is solely responsible (and the Company is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(p) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to sell the Shares and, as a consequence of acquiring
      the Shares pursuant to such exemption certain protections, rights and
      remedies provided by the applicable securities legislation of Quebec
      including statutory rights of rescission or damages, will not be available
      to the Subscriber;

	 	 	 
	 	(q) 	
      the Shares are not listed on any stock exchange or
      automated dealer quotation system 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;

	 	 	 
	 	(r) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares;







- 4 - 

	 	(s) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(t) 	
      there is no government or other insurance covering any of
      the Shares; and

	 	 	 
	 	(u) 	
      this Subscription is not enforceable by the Subscriber
      unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      Subscription for any reason.



5.                      
Representations, Warranties and Covenants of the
Subscriber 

5.1                    
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing Date)
that: 

	 	(a) 	
      the Subscriber is not a resident in the Provinces of
      Ontario or Saskatchewan, and the Subscriber is purchasing the Shares as
      principal for its own account for investment purposes only, not for the
      benefit of another person and not with a view to the resale or
      distribution of all or any of the Shares and it is (circle one of the
      following):




	 	(i) 	
      a director, executive officer or control person of the
      Company, or of an affiliate of the Company,

	 	 	 
	 	(ii) 	
      a spouse, parent, grandparent, brother, sister or child
      of ________________________________, (insert applicable name) a director,
      executive officer or control person of the Company, or of an affiliate of
      the Company,

	 	 	 
	 	(iii) 	
      a parent, grandparent, brother, sister or child of the
      spouse of ___________________________, (insert applicable name) a
      director, executive officer or control person of the Company, or of an
      affiliate of the Company,

	 	 	 
	 	(iv) 	
      a close personal friend or business associate of
      _________________________________, (insert applicable name) a director,
      executive officer or control person of the Company, or of an affiliate of
      the Company, whose relationship with that person is such that the
      Subscriber would not be considered to be a member of the public in respect
      of such person or the Company and the Subscriber does not require the
      protection of receiving a prospectus before making an investment in the
      Shares,

	 	 	 
	 	(v) 	
      a founder of the Company or a spouse, parent,
      grandparent, brother, sister, child, close personal friend or close
      business associate of a founder of the Company
      ________________________________ (insert applicable name),

	 	 	 
	 	(vi) 	
      a parent, grandparent, brother, sister or child of a
      spouse of a founder of the Company ________________________________
      (insert applicable name),

	 	 	 
	 	(vii) 	
      a person or company of which a majority of the voting
      securities are beneficially owed by, or a majority of the directors are,
      persons or companies described in paragraphs (i) to (vi),

	 	 	 
	 	(viii) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in paragraphs
      (i) to (vi), or

	 	 	 
	 	(ix) 	
      an “Accredited Investor” as defined in Schedule A
      attached hereto; (complete Schedule A if subscribing as an Accredited
      Investor);




	 	(b) 	
      the Subscriber is not a U.S.
Person;







- 5 - 

	 	(c) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 	 	 
	 	(d) 	
      the Subscriber is resident in the jurisdiction set out on
      page 11 of this Subscription;

	 	 	 	 	 
	 	(e) 	
      the issuance of the Shares to the Subscriber as
      contemplated by the delivery of this Agreement, the acceptance of it by
      the Company and the issuance of the Shares to the Subscriber complies with
      all applicable laws of the Subscriber's jurisdiction of residence or
      domicile and will not cause the Company to become subject to or comply
      with any disclosure, prospectus or reporting requirements under any such
      applicable laws;

	 	 	 	 	 
	 	(f) 	
      the Subscriber:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Shares,

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Shares under the applicable securities laws of the securities regulators
      in the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of the
      Shares, and

	 	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition of the
      Shares by the Subscriber does not trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and

	 	 	 	 	 
	 			
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;

	 	 	 	 	 
	 	(g) 	
      the Subscriber is acquiring the Shares as principal for
      investment only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it has
      no intention to distribute either directly or indirectly any of the Shares
      in the United States or to U.S. Persons;

	 	 	 	 	 
	 	(h) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription;

	 	 	 	 	 
	 	(i) 	
      the Subscriber has received and carefully read this
      Subscription;







- 6 - 

	 	(j) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 
	 	(k) 	
      the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Shares 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 any of the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(l) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription and to take all actions required
      pursuant hereto and, if the Subscriber is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Subscription on behalf of the Subscriber;

	 	 	 
	 	(m) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time, and can afford the complete loss of such
      investment;

	 	 	 
	 	(n) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the Company, and the
      Subscriber is providing evidence of knowledge and experience in these
      matters through the information requested in the Quebec Questionnaire, if
      applicable;

	 	 	 
	 	(o) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(p) 	
      the entering into of this Subscription and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, 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;

	 	 	 
	 	(q) 	
      the Subscriber has duly executed and delivered this
      Subscription and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;

	 	 	 
	 	(r) 	
      all information contained in this Subscription and the
      Quebec Questionnaire, if applicable, is complete and accurate and may be
      relied upon by the Company, and the Subscriber will notify the Company
      immediately of any material change in any such information occurring prior
      to the Closing Date;

	 	 	 
	 	(s) 	
      the Subscriber is purchasing the Shares for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such Shares,
      and the Subscriber has not subdivided his interest in the Shares with any
      other person;







- 7 - 

	 	(t) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of the Company's common stock, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Shares;

	 	 	 	 
	 	(u) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Shares and the Company;

	 	 	 	 
	 	(v) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(w) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

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

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares,
      or

	 	 	 	 
	 		(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;
    and

	 	 	 	 
	 	(y) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription:

	 	 	 	 
	 		(i) 	
      a fully completed and executed Quebec Questionnaire in
      the form attached hereto as Schedule A if the Subscriber is subscribing as
      an Accredited Investor, and

	 	 	 	 
	 		(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber's qualification
      as an accredited investor.



5.2                    
In this Subscription, the term "U.S. Person" shall have the meaning ascribed
thereto in Regulation S promulgated under the 1933 Act and for the purpose of
the Subscription includes any person in the United States. 

6.                      
Waiver 

6.1                    
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 any of the Shares. 




- 8 - 

7.                      
Representations and Warranties will be Relied Upon by the Company


7.1                    
The Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein are made by it with the intention that they may be
relied upon by the Company and its legal counsel in determining the Subscriber's
eligibility to purchase the Shares under applicable securities legislation, or
(if applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Shares under applicable securities legislation. The
Subscriber further agrees that by accepting delivery of the certificates
representing the Shares, it will be representing and warranting that the
acknowledgements representations and warranties contained herein are true and
correct as of the date hereof and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Shares.


8.                    
Resale Restrictions 

8.1                    
The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act or the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with federal securities laws and all applicable
state securities laws or exemptions from such registration requirements are
available. 

9.                      
Quebec Resale Restriction 

9.1                    
The Subscriber acknowledges that the Shares are subject to resale restrictions
in Quebec and may not be traded in Quebec except as permitted by the Securities
Act (Quebec) (the "Quebec Act") and the rules made thereunder. 

9.2                    
Pursuant to National Instrument 45-102, as adopted by the ADMF, a subsequent
trade in the Shares will be a distribution subject to the prospectus and
registration requirements of applicable Canadian securities legislation
(including the Quebec Act) unless certain conditions are met, which conditions
include a hold period (the "Canadian Hold Period") that shall have elapsed from
the date on which the Shares were issued to the Subscriber and, during the
currency of the Canadian Hold Period, any certificate representing the Shares is
to be imprinted with a restrictive legend (the "Canadian Legend"). 

9.3                    
By executing and delivering this Subscription, the Subscriber will have directed
the Company not to include the Canadian Legend on any certificates representing
the Shares to be issued to the Subscriber. 

9.4                    
As a consequence, the Subscriber will not be able to rely on the resale
provisions of National Instrument 45-102, and any subsequent trade in any of the
Shares during or after the Canadian Hold Period will be a distribution subject
to the prospectus and registration requirements of Canadian securities
legislation, to the extent that the trade is at that time subject to any such
Canadian securities legislation. 

10.                    
Legending and Registration of Subject Shares 

10.1                   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 will bear a legend
in substantially the following form: 


  
    
      
        THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
          IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
          DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
          ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

      

    

  






- 9 - 


  
    
      
        NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
          REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
          UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
          IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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
          COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE
          AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

      

    

  



10.2                  
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. 

11.                    
Collection of Personal Information 

11.1                   The
Subscriber acknowledges and consents to the fact that the Company is collecting
the Subscriber's personal information for the purpose of fulfilling this
Subscription and completing the Offering. The Subscriber's personal information
(and, if applicable, the personal information of those on whose behalf the
Subscriber is contracting hereunder) may be disclosed by the Company to (a)
stock exchanges or securities regulatory authorities, (b) the Company's
registrar and transfer agent, (c) Canadian tax authorities, (d) authorities
pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) and (e) any of the other parties involved in the Offering,
including legal counsel, and may be included in record books in connection with
the Offering. By executing this Subscription, the Subscriber is deemed to be
consenting to the foregoing collection, use and disclosure of the Subscriber's
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) and to the retention of
such personal information for as long as permitted or required by law or
business practice. Notwithstanding that the Subscriber may be purchasing Shares
as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing. 

12.                    
Costs 

12.1                   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 Shares shall be borne by the
Subscriber. 

13.                    
Governing Law 

13.1                   This
Subscription is exclusively 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 attorns to the
exclusive jurisdiction of the Courts of the State of Nevada. 




- 10 - 

14.                    
Survival 

14.1                   This
Subscription, 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 Shares by the Subscriber pursuant hereto. 

15.                    
Assignment 

15.1                  
This Subscription is not transferable or assignable. 

16.                    
Severability 

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

17.                    
Entire Agreement 

17.1                  
Except as expressly provided in this Subscription and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription contains the entire agreement between the parties with respect to
the sale of the Shares 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. 

18.                   
 Notices 

18.1                   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
page 11 and notices to the Company shall be directed to it at the first page of
this Subscription. 

19.                    
Counterparts and Electronic Means 

19.1                   This
Subscription 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 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 as of the date hereinafter set forth. 

20.                    
Language 

20.1                   The
Subscriber acknowledges that it has consented to and requested that all
documents evidencing or relating in any way to the sale of the Shares be drawn
up in the English language only. Le souscripteur reconnaît par les présentes
avoir consenti et exigé que tous les documents faisant foi ou se rapportant de
quelque manière à la vente des bons de souscription achets soient rédigés en
anglais seulement. 




- 11 - 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription as of the date hereinafter set forth. 

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	
      Delivery - please deliver the Share certificates
    to:

	 	 
	 	 
	 	 
	 	 
	 	 
	2. 	
      Registration - registration of the certificates which are
      to be delivered at closing should be made as follows:

	 	 
	 	 
		
      (name)

	 	 
		
      (address)

	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber's purchase of the Shares as may be required for filing with
      the appropriate securities commissions and regulatory
  authorities.




	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	(City, State, and Zip Code of Subscriber)

	 	 
	 	 
	 	(Country of Subscriber) 
	 	 
	 	 
	 	(Fax Number) 
	 	 
	 	 
	 	(Number of Shares to be Purchased) 
	 	 
	 	 
	 	(Total Subscription Price)







- 12 - 

A C C E P T A N C E 

The above-mentioned Subscription in respect of the Shares is
hereby accepted by PASSPORT ARTS INC. 

DATED at ______________________________, the _____ day of
__________________, 200__. 

PASSPORT ARTS INC. 

 

	Per:	 	 
	 	Authorized Signatory 	 






SCHEDULE A 

QUEBEC ACCREDITED INVESTOR QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription. 

The purpose of this Quebec Questionnaire is to assure the
Company that the Subscriber will meet certain requirements of National
Instrument 45-106 ("NI 45-106"). The Company will rely on the information
contained in this Quebec Questionnaire for the purposes of such determination.


The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      The Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription and the
      Subscriber is able to bear the economic risk of loss arising from such
      transactions;

	 	 	 
	 	2. 	
      The Subscriber satisfies one or more of the categories of
      "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):




		[  ]	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada); 

	 	  	
      

		[  ]	
      (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act (Canada); 

	 	  	
      

		[  ]	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary; 

	 	  	
      

		[  ]	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland); 

	 	  	
      

		[  ]	
      (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d); 

	 	  	
      

		[  ]	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;


	 	  	
      

		[  ]	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec; 

	 	  	
      

		[  ]	
      (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof; 

	 	  	
      

		[  ]	
      (i) a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada;
      







- 2 - 

		[  ]	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000; 

	 	  	
      

		[  ]	
      (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year; 

	 	  	
      

		[  ]	
      (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000; 

	 	  	
      

		[  ]	
      (m) a person, other than a person or investment fund,
      that had net assets of at least CDN$5,000,000 as reflected on its most
      recently prepared financial statements; 

	 	  	
      

		[  ]	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106; 

	 	  	
      

		[  ]	
      (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt; 

	 	  	
      

		[  ]	
      (p) a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may be;
    

	 	  	
      

		[  ]	
      (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund; 

	 	  	
      

		[  ]	
      (r) a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded; 

	 	  	
      

		[  ]	
      (s) an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function; 

	 	  	
      

		[  ]	
      (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited investors;
      

	 	  	
      

		[  ]	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or 

	 	  	
      

		[  ]	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an








- 3 - 

exempt purchaser in Alberta or British
Columbia after this instrument comes into force. 

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Shares under relevant legislation. 

             
           IN WITNESS
  WHEREOF, the undersigned has executed this Quebec Questionnaire as of the ________
  day of __________________, 200__. 

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	 	 	 
	  	 	Type of Entity