Exhibit 4.2


    
       

      
        

        

      

       

      Exhibit
        4.2

    

     

    

      
        	
                 

              	
                Noble
                  House Entertainment Inc.

                47
                  Avenue Road, Suite 200

                Toronto,
                  Ontario, Canada M5R 2G3

                T:
                  416-860-0211

                F:
                  416-361-6228

                W:
                  www.NHEntertainment.com

              


      

      


      


      NOBLE
        HOUSE ENTERTAINMENT INC.

      


      


      


      -
        and -

      


       

      


      __________________________________________

      


      


       

      


      


      


      


      


      PRIVATE
        PLACEMENT AGREEMENT

      


      __________________
        UNITS

      


      


      


      


      


      


      


      Certificate
        No.: _______

      


       


      
        
           

          


          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      NOBLE
        HOUSE

      THIS
        PRIVATE PLACEMENT AGREEMENT
        made
        this __ day
        of
        __ 
        ,
        2006

      


      BETWEEN:

      


      NOBLE
        HOUSE ENTERTAINMENT INC.

      


      (herein
        called “NOBLE HOUSE” ) 

      


       

      OF
        THE FIRST PART

      


      -
        and
        -

      


       

      


      (herein
        called "Private Placee")

      


      OF
        THE SECOND PART

      


      WHEREAS
        NOBLE
        HOUSE is a reporting issuer in the Province of Ontario and in the United
        States;

      


      AND
        WHEREAS
        NOBLE
        HOUSE wishes to make a private placement of up to _________ units at a price
        of
        $0.50 US Funds per unit, each unit comprised of one (1) NOBLE HOUSE common
        share
        (a“Common
        Share”)
        and one
        half (1/2) NOBLE HOUSE share purchase warrant, each such whole warrant entitling
        the Private Placee to purchase one (1) further NOBLE HOUSE common share
(at
        a
        price of $0.50 US Funds until
        5:00 p.m. Toronto time on the date which is twenty Four (24) months from
        the
        closing date;

      


      AND
        WHEREAS
        the
        Private Placee has informed itself as to NOBLE House’s state of affairs and its
        assets and wishes to make a private placement investment in NOBLE HOUSE
        securities by acquiring _______________ (in words) units (the “Purchased
        Units”)
        of
        NOBLE HOUSE;

      


      AND
        WHERAS the
        Purchased Units and the underlying Common Shares, Warrants and Warrant Shares
        are hereafter referred to collectively as the “Securities”;
        

      


      NOW
        THEREFORE THIS AGREEMENT WITNESSETH
        that in
        consideration of the premises and for other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, the parties hereto
        hereby covenant and agree each with the other as follows:

      


      A.
        SUBSCRIPTION

      


      1
        The
        recitals set out above shall form an integral part of this
        Agreement.

      


      2.
        The
        Private Placee hereby subscribes for and agrees to purchase from NOBLE HOUSE
        the
        following:

      


      _____________Purchased
        Units of NOBLE HOUSE. The price of the Purchased Units is $0.50 US Funds
        each or
        ______________ US in the aggregate (the "Purchase Price"). 

      



      Each
        unit
        is comprised of one (1) NOBLE HOUSE common share and one half (1/2) NOBLE
        HOUSE
        share purchase warrant, each such whole warrant entitling the Private Placee
        to
        purchase one (1) further NOBLE HOUSE common share at the price of $0.50 US
        Funds
        until 5:00 p.m. Toronto time on the date which is twenty four (24) months
        from
        the closing date. 

      


      The
        Warrants shall be non-transferable by it except in accordance with the
        provisions of the securities legislation of the jurisdiction in which such
        transfer takes place, and shall expire and be of no value if unexercised
        by the
        time prescribed. The warrants shall be in the form of the draft Share Purchase
        Warrants certificate annexed hereto as Schedule "A", and forming a part
        hereof.

      


      3. The
        Private Placee shall pay the Purchased Price to NOBLE HOUSE by a wire transfer
        to  NOBLE
        HOUSE at the following address:

      


      NOBLE
        HOUSE ENTERTAINMENT INC.

      Bank
        of Montreal, 2 Queen Street East, Toronto ON M5C 3G7
        Canada

      Account
        # 4601-996, bank code 001, Branch code 2487

      Bank
        Phone # 416-867-5596

      


      Or
        by a certified cheque to be delivered to the NOBLE HOUSE’s corporate office at
        47 Avenue Road, Suite 200, Toronto, Ontario M5R 2G3,
        Canada.

      


      The
        date
        of receipt of the full amount of the Purchase Price shall be deemed to be
        the
        closing date (the "Closing Date") of this transaction. The time of closing
        (the
        "Time of Closing") shall be deemed to be 4:00 p.m. on the Closing Date. The
        Purchased Units shall be deemed acquired as of the Time of Closing.

      


      4. The
        parties hereto acknowledge and agree that the Securities are not qualified
        for
        sale in Canada (or any province thereof) or the United States of America
        ("USA")
        and may not be offered or sold, directly or indirectly, in Canada (or any
        province thereof) or the USA or to a Canadian or USA resident, except as
        permitted in accordance with the provisions of the securities legislation
        of the
        respective jurisdictions.

      


      B.
        PRIVATE PLACEE’S ACKNOWLEDGEMENTS AND AGREEMENTS

      


      The
        Private Placee understands, acknowledges and agrees that:

      


      1.
        This
        subscription may be accepted or rejected in whole or in part by NOBLE HOUSE,
        in
        its sole discretion.

      


      2.
        Except
        as provided under applicable securities laws, this subscription is and shall
        be
        irrevocable except that (i) the Private Placee's execution and delivery of
        this
        Subscription Agreement will not constitute an agreement between NOBLE HOUSE
        and
        the Private Placee until this Subscription Agreement is accepted on behalf
        of
        NOBLE HOUSE and, if not so accepted, the Private Placee's subscription and
        obligations hereunder will terminate and (ii) the Private Placee can, at
        any
        time prior to acceptance of this Subscription Agreement, request in writing
        that
        he/she or it be released from his/her or its obligations hereunder (and NOBLE
        HOUSE may, but need not, in its discretion, elect to release the Private
        Placee
        from his/her or its subscription and from such obligations).

      



      
        
           

          


          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      THE
        SECURITIES HAVE NOT BEEN RECOMMENDED BY THE U.S. SECURITIES AND EXCHANGE
        COMMISSION OR BY ANY STATE OR PROVINCIAL SECURITIES COMMISSION OR REGULATORY
        AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
        OFFENCE.

      


      3.
        Private Placee has not been provided with, nor has it requested, nor does
        it
        have any need to receive, an offering memorandum or any similar document
        in
        connection with its subscription for the Securities, and the decision to
        execute
        this Agreement and to purchase the Securities has been based entirely upon
        publicly available information concerning NOBLE HOUSE and not upon any verbal
        or
        other written representation as to fact or otherwise made by or on behalf
        of
        NOBLE HOUSE nor any officer, director, employee, agent or affiliate thereof.
        

      


      4.
        The
        Securities have not been and will not be registered under the United States
        Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities
        laws of any state, and that the Securities are being offered and sold to
        a
        limited number of investors who are non-U.S persons in transactions not
        requiring registration under the U.S. Securities Act in accordance with
        Regulation S of the U.S Securities Act; accordingly, the Securities are
“restricted securities” within the meaning of Rule 144 (a)(3) of the U.S.
        Securities Act.

      


      5.
        Because the Securities will not have been registered under the U.S. securities
        Act, or applicable U.S state securities laws, the Private Placee is aware
        that
        any resale inconsistent with the U.S. Securities Act may create liability
        on his
        or its part and/or the part of NOBLE HOUSE, and agrees not to assign, sell,
        pledge, transfer or otherwise dispose of the transfer of Securities except
        in
        compliance with the U.S. Securities Act and applicable state securities laws.
        The Private Placee is also aware that any resale inconsistent with applicable
        securities laws in the province of Ontario ("Canadian
        Securities Laws")
        may
        create liability on his or its part and/or the part of NOBLE HOUSE, and agrees
        not to assign, sell, pledge, transfer or otherwise dispose of or transfer
        the
        Purchased Units, and the Warrant Shares except in compliance with Canadian
        Securities Laws.

      


      6.
        Unless
        permitted under Canadian Securities legislation, the Private Placee shall
        not
        trade the Purchased Units in the Province of Ontario before the date that
        is
        four months and one day after the Closing Date.

      


      7.
        Each
        certificate representing the Securities will bear a legend to the following
        effect:

      


      


      “UNLESS
        PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIY SHALL
        NOT
        TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER
        THE
        CLOSING DATE”

       

      “THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
        SECURITIES LAWS, AND MAY BE OFFERED, SOLD, EXERCISED OR OTHERWISE TRANSFERRED
        ONLY (A) TO NOBLE HOUSE ENTERTAINMENT INC. (THE “CORPORATION”), (B) OUTSIDE THE
        UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR
        (C) IN
        COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
        ACT
        PROVIDED BY RULE 144 THEREUNDER, IF AVAILABVLE, AND IN


      
        
           

          


          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      COMPLAINCE
        WITH ANY APPLICABLE STATE SECUTRITIES LAWS, OR (D) WITH THE PRIOR WRITTEN
        CONSENT OF THE CORPORATION BUT WHICH MAY BE CONDITIONAL ON DELIVERY OF A
        LEGAL
        OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, PURSUANT TO
        ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S SECURITIES ACT AND ANY
        APPLICABLE STATE SECURITIES LAWS.”

      


      8.
        Provided that nothing herein shall limit the rights of NOBLE HOUSE and the
        Private Placee to register the Purchased Units, the Private Placee acknowledges
        that neither NOBLE HOUSE nor any other representative on behalf of NOBLE
        HOUSE
        has made any representations with respect to registration under the U.S.
        Securities Act or qualification under Canadian Securities Laws of the Securities
        and that no such registration is contemplated, that there can be no assurance
        that there will be any market for the Securities in the United States in
        the
        foreseeable future or any liquid market for four months, and that, as a result,
        the Private Placee may be required to bear the economic risk of his or its
        investment for an indefinite period of time under the Securities Act, or
        a
        period of four months and one day under the Canadian Securities
        Laws.

      


      C.
        NOBLE
        HOUSE WARRANTIES AND REPRESENTATIONS

      


      NOBLE
        HOUSE hereby represents and warrants to the Private Placee as follows:


      


      1. NOBLE
        HOUSE is a corporation duly organized and validly existing under the laws
        of the
        Province of Ontario, is duly qualified to carry on its business and is in
        good
        standing in each jurisdiction in which the conduct of its business or the
        ownership, leasing or operation of its property and assets requires such
        qualification, and has all requisite corporate power, authority and capacity
        to
        carry on its business as now conducted and to own, lease or operate its property
        and assets and to enter into, execute, deliver and perform its obligations
        under
        this Agreement. 

      


      2.
        As of
        the date hereof, the authorized capital of NOBLE HOUSE consists of an unlimited
        number of Common Shares;

      


      3.
        NOBLE
        HOUSE is a "reporting issuer", in the Province of Ontario, and a “reporting
        foreign issuer”, in the USA.

      


      4.
        All
        necessary corporate action has been taken by and on behalf of NOBLE HOUSE
        to
        authorize the creation, issuance and sale of the Securities and upon receipt
        of
        the purchase price therefore, such securities shall be issued as fully paid
        and
        non-assessable securities of NOBLE HOUSE. 

      


      D.
        PRIVATE PLACEE'S REPRESENTATIONS AND WARRANTIES

      


      The
        Private Placee hereby represents and warrants to NOBLE HOUSE as
        follows:

      


      
        	 	
                1.

              	
                The
                  Private Placee is an "accredited investor" as defined in Rule 501(a)
                  of
                  Regulation D under the Securities Act and/or Rule 45-501 of the
                  Ontario
                  Securities Commission. 

              


      

      


      
        	 	
                2.

              	
                If
                  Private Placee is not an “accredited investor” as set forth in Section 1
                  above, the Private Placee is not a U.S. Person (as such term is
                  defined in
                  Regulation S of the U.S.

              


      


      
        
          


          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      Securities
        Act), is not acquiring the Securities for the account or benefit of any U.S.
        person and is resident in the jurisdiction set forth in its address in this
        Agreement. 

      


      
        	 	
                3.

              	
                The
                  Private Placee is aware of NOBLE HOUSE's business affairs and financial
                  condition and has had access to and has acquired sufficient information
                  about NOBLE HOUSE to reach an informed and knowledgeable decision
                  to
                  acquire the Securities. The Private Placee, understands that an
                  investment
                  in NOBLE HOUSE includes a high degree of risk, has such knowledge
                  and
                  experience in financial and business matters, investments, securities
                  and
                  private placements as to be capable of evaluating the merits and
                  risks of
                  its investment in the Securities, is in a financials position to
                  hold the
                  Securities for an indefinite period of time, and is able to bear
                  the
                  economic risk of, and withstand a complete loss of such investment
                  in the
                  Securities. 

              


      

      


      
        	 	
                4.

              	
                The
                  Private Placee has been solely responsible for Private Placee’s (i) own
                  due diligence investigation of NOBLE HOUSE and its business, (ii)
                  own
                  analysis of the merits and risks of its investment made pursuant
                  to this
                  Agreement and (iii) own analysis of the terms of its investment.
                  

              


      

      


      
        	 	
                5.

              	
                The
                  Private Placee is purchasing the Securities for his/her or its
                  own account
                  as principal, for investment purposes only, and not with a view
                  to any
                  resale, distribution or other disposition of the Securities in
                  violation
                  of the U.S. Securities Act, or any federal, state, or provincial
                  law. The
                  Private Placee understands that its acquisition of the Securities
                  has not
                  been registered under the U.S Securities Act or registered or qualified
                  under any state or provincial law in reliance on specific exemptions
                  therefrom, which exemptions may depend upon, among other things,
                  the bona
                  fide nature of the Private Placee's investment intent as expressed
                  herein.
                  Except as contemplated by this Agreement, the Private Placee has
                  no
                  present agreement, undertaking, arrangement, obligation or commitment
                  providing for the disposition of the Securities. The Private Placee
                  represents that it has not been organized, reorganized or recapitulated
                  specifically for the purpose of investing in the Securities.
                  

              


      

      


      
        	 	
                6.

              	
                The
                  Private Placee understand that the subsequent transfer of any or
                  all of
                  the Securities will be restricted and Private Placee will not,
                  directly or
                  indirectly, offer, sell, pledge, transfer or otherwise dispose
                  of (or
                  solicit any offers to buy, purchase or otherwise acquire or take
                  a pledge
                  of) any Securities except (i) to the Corporation (ii) outside the
                  United
                  States in compliance with Regulation S under the U.S. Securities
                  Act,
                  (iii) in compliance with the exemption from registration available
                  under
                  the U.S. securities Act provided by Rule 144 thereunder, if available,
                  and
                  in compliance with any applicable state securities laws, or (iv)
                  with the
                  prior written consent of the Corporation (which will be delivered
                  promptly
                  and will not be unreasonable withheld, but which may be conditional
                  on the
                  delivery of an opinion of counsel in form and substance satisfactory
                  to
                  the Corporation), pursuant to another exemption from registration
                  under
                  the U.S. securities Act and in compliance with any applicable state
                  securities laws, any or all of which may not be available to the
                  Purchaser
                  and the Company and its agents and counsel will be under no obligation
                  to
                  assist the Purchaser in complying with any rule or registering
                  an offer,
                  sale or other transfer of any of the Securities or in obtaining
                  an
                  exemption from such compliance or registration requirements.
                  

              


      

      


      
        	 	
                7.

              	
                The
                  Private Placee shall exercise the Warrants is compliance with regulation
                  S
                  of the U.S. securities Act including delivering to NOBLE HOUSE
                  at the time
                  of exercise a certificate certifying that Private Placee is not
                  a U.S.
                  person and that Warrant is not being exercised on behalf of a U.S.
                  Person
                  or an opinion of counsel satisfactory to NOBLE HOUSE that the
                  Warrant

              


      


      
        
           

          


          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      and
        the
        Warrant Shares delivered upon exercise thereof have been registered under
        the
        Securities Act or are exempt from the registration thereunder. 

      


      
        	 	
                8.

              	
                The
                  Private Placee is aware that the purchase and subsequent resale
                  of the
                  Securities may have tax consequences both in Canada and the United
                  States,
                  and is solely responsible for obtaining advice concerning the tax
                  consequences of its investment in the Securities and is not relying
                  on
                  NOBLE HOUSE for advice concerning such tax consequences.
                  

              


      

      


      
        	 	
                9.

              	
                The
                  certificates evidencing the Securities will be imprinted with legends
                  in
                  substantially the form provided in Subsection B.7 of this Agreement.
                  

              


      

      


      
        	 	
                10.

              	
                If
                  private Placee is an individual, Private Placee has obtained the
                  age of
                  majority and in every case Private Placee is legally competent
                  to purchase
                  the Securities, and execute the Agreement and take all actions
                  required
                  hereto. 

              


      

      


      
        	 	
                11.

              	
                (i)
                  The Private Placee has all requisite corporate or other power and
                  capacity
                  and has taken all requisite corporate or other action to execute
                  and
                  deliver this Agreement, to purchase the Securities to be purchased
                  by it
                  and carry out and perform all of his, her or its obligations under
                  this
                  Agreement; and (ii) this Agreement constitutes the legal, valid,
                  and
                  binding obligation of the Private Placee, enforceable against the
                  Private
                  Placee in accordance with its terms, except as such enforceability
                  may be
                  limited by applicable bankruptcy, insolvency, reorganization, moratorium,
                  liquidation, receivership or similar laws relating to, or affecting
                  generally the enforcement of, creditors’ rights and remedies or by other
                  equitable principles of general application.


              


      

      


      
        	 	
                12.

              	
                The
                  foregoing representations and warranties are true as of the date
                  of this
                  Agreement and shall be true as of the final date that NOBLE HOUSE
                  issues
                  and sells the Securities to the Private Placee, the date the Private
                  Placee exercises the Warrant and the date NOBLE HOUSE issues any
                  Warrant
                  Shares. If such representations and warranties shall not be true
                  in any
                  respect prior to any such date, the Private Placee will give prompt
                  written notice of such fact to NOBLE
                  HOUSE.

              


      

      


      E.
        CONDITIONS TO CLOSING

      


      NOBLE
        HOUSE's obligation to sell and issue the Purchased Units at the Closing is
        at
        the option of NOBLE HOUSE, subject to the fulfillment or waiver of the following
        conditions:

      


      1.
        The
        representations made by the Private Placee and NOBLE HOUSE herein shall be
        true
        and correct when made, and shall be true and correct on the Closing Date
        with
        the same force and effect as if they had been made on and as of each such
        date.

      


      2.
        All
        covenants, agreements and conditions contained in this Agreement to be performed
        by the Private Placee on or prior to the Closing Date shall have been performed
        or complied with in all material respects.

      


      3.
        All
        necessary regulatory approvals shall have been obtained by NOBLE
        HOUSE.

      


      4.
        No
        proceeding challenging this Agreement or the transactions contemplated hereby,
        or seeking to prohibit, alter, prevent or materially delay the Closing, shall
        have been instituted or be pending before any court, arbitrator, governmental
        body, agency or official.


      
        
           

          


          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      5.
        The
        sale of Securities by NOBLE HOUSE shall not be prohibited by any law or
        governmental order or regulation and shall not require any additional consent
        or
        approval other that the ones obtained by NOBLE HOUSE.

      


      6.
        The
        issue and sale of the Securities is exempt from the requirement to file a
        prospectus and the requirement to deliver an offering memorandum under
        applicable securities laws.

      


      7.
        The
        delivery of a share certificate representing the Common Shares and the Warrant
        at the Initial Closing.

      


      F.
        MISCELLANEOUS

      


      1.
        The
        terms of this Agreement may be waived or amended with the written consent
        of
        NOBLE HOUSE and the Private Placee.

      


      2.
        This
        Agreement shall be governed in all respects by and construed in accordance
        with
        the laws of the Province of Ontario without any regard to conflicts of laws
        principles.

      


      3. [Intentionally
        Omitted ] 

      


      4.
        The
        representations, warranties, covenants and agreements made in this Agreement
        shall survive any investigation made by NOBLE HOUSE or the Private Placee
        and
        the Closing.

      


      5.
        The
        provisions hereof shall inure to the benefit of, and be binding upon, the
        successors, assigns, heirs, executors and administrators of the parties to
        this
        Agreement. Notwithstanding the foregoing, the Private Placee shall not assign
        this Agreement or its rights hereunder without the prior written consent
        of
        NOBLE HOUSE.

      


      6.
        This
        Agreement constitutes the full and entire understanding and agreement between
        the parties with regard to the subjects thereof.

      


      7.
        All
        notices and other communications required or permitted under this Agreement
        shall be effective upon receipt and shall be in writing and may be delivered
        in
        person, by telecopy, overnight delivery service or registered or certified
        United States or Canadian mail addressed to NOBLE HOUSE or the Private Placee,
        as the case may be, at their respective addresses set forth in subsection
        13 or
        at such other address as NOBLE HOUSE or the Private Placee shall have furnished
        to the other party in writing. All notices and other communications shall
        be
        effective upon the earlier of actual receipt thereof by the person to whom
        notice is directed or (i) in the case of notices and communications sent
        by
        personal delivery or telecopy, one business day after such notice or
        communication arrives at the applicable address or was successfully sent
        to the
        applicable telecopy number, (ii) in the case of notices and communications
        sent
        by overnight delivery service, at noon (local time) on the second business
        day
        following the day such notice or communication was sent, and (iii) in the
        case
        of notices and communications sent by United States or Canadian mail seven
        days
        after such notice or communication shall have been deposited in the United
        States or Canadian mail.

      


      8.
        If any
        provision of this Agreement shall be judicially determined to be invalid,
        illegal or unenforceable, the validity, legality and enforceability of the
        remaining provisions shall not in any way be affected or impaired
        thereby.


      
        
          


          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      9.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        an original, but all of which together shall constitute one
        instrument.

      


      10.
        Each
        party to this Agreement shall do and perform or cause to be done and performed
        all such further acts and things and shall execute and deliver all such other
        agreements, certificates, instruments and documents as the other party hereto
        may reasonably request in order to carry out the intent and accomplish the
        purposes of this Agreement and the consummation of the transactions contemplated
        hereby. In particular, by signing this Agreement, the Private Placee has
        consented to the disclosure of the information in the attachment 1 to this
        Agreement that the Corporation may be required to provide under the applicable
        securities legislations.

      


      11.
        NOBLE
        HOUSE and the Private Placee shall each bear its own costs and expenses incurred
        on its behalf with respect to this Agreement and the transactions contemplated
        hereby, including fees of legal counsel.

      


      12.
        Except as otherwise specified, all references to "dollars" or "$" in this
        Agreement (including the Exhibits attached hereto) shall be deemed to refer
        to
        United States dollars.

      


      13.a)Name
        and
        Address of Private Placee

       

      Name:__________________________________

       

      Address:

      _________________________________

       

                                            
        _________________________________

       

      _________________________________

      


      


      Phone
        No.:_ __________________

      


      Contact:
        ______________________

      


      Phone:
        ________________________

      


      b) In
        the
        event that the Private Placee is contracting hereunder on behalf of one or
        more
        disclosed principals, the name and address of each such disclosed principal
        is
        set forth below (if space is insufficient, attach a list): 

      


      Name:
        ______________________________ Name: __________________________ 

      


      Address:
        ____________________________ Address: _________________________

       

                                  
        ____________________________              
_________________________

      


      


      c) Registration
        of the certificates representing the common shares and warrants being acquired
        pursuant to this agreement should be made as follows (if space is insufficient,
        attach a list):

      


      


      



      
        
          
             

            


          

          
          

        

        
          8

          
            

          

        

        
          
          

          
          

        

      



      Registration

      (Account
        reference: if applicable)

      Name:_________________________________

      


      
        	
                Address:________________________________

              	 	 


      

      


      (Phone
        No.)

              

       

      


      d) The
        certificate representing the common shares and warrants being acquired pursuant
        to this agreement should:

       

              [--]be
        mailed to the
        registered holder at the address set forth in (C) above; or

              [  
]be
        made available to be picked up at the principal office of NOBLE HOUSE in
        Toronto, Ontario,' or

              [  
]be
        mailed to the following person at the following address:

      


      Contact:___________________________________________

      Address:__________________________________________

      __________________________________________

       

      Please
        check one box, failing which such certificates will be mailed to the registered
        holder as described above.

      


      14. This
        Agreement shall be binding upon and enure to the benefit of the parties hereto
        and their respective successors and assigns.

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this Agreement in duplicate effective as of
        the
        date first above written.

      


      SIGNED,
        SEALED AND DELIVERED )

       

                      ) NOBLE
        HOUSE ENTERTAINMENT INC.

                                 
)
        Per:

           
                )

                           
        ) ___________________________

                          Kam
        Shah, CFO 

                                       
        ) Per: 

                          
        ) ___________________________ 

                            
         (____________________)

      


      


      



      
        
          
             

            


          

          
          

        

        
          9

          
            

          

        

        
          
          

          
          

        

      



      
        	
                 

              	
                Noble
                  House Entertainment Inc.

                47
                  Avenue Road, Suite 200

                Toronto,
                  Ontario, Canada M5R 2G3

                T:
                  416-929-1806

                F:
                  416-361-6228

                W:
                  

              


      

      


      


      


      Attachment
        1 to Article F-10 of the Private Placement Agreement

      


      INFORMATION
        TO BE COMPLETED BY THE PRIVATE PLACEE

      FOR
        SUBSMISSION TO REGULATORY AUTHORITIES

      


      


      FULL
        NAME:

      


      RESIDENTIAL
        ADDRESS

      


      OR

      


      REGISTERED
        ADDRESS

      (in
        case
        of corporations/partnerships

      


      


      


      TELEPHONE
        # 

      


      


      NUMBER
        OF
        UNITS PURCHASED*

      


      


      TOTAL
        PURCHASE PRICE*

      


      


      EXEMPTION
        RELIED ON*

      


      


      DATE
        OF
        DISTRIBUTION*

      


      


      


      *
        Details
        will be completed by NOBLE HOUSE

      


      


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      
 

      


      


      
        	
                 

              	
                Noble
                  House Entertainment Inc.

                47
                  Avenue Road, Suite 200

                Toronto,
                  Ontario, Canada M5R 2G3

                T:
                  416-860-0211

                F:
                  416-361-6228

                W:
                  www.NHEntertainment.com

              


      

      


      


      NOBLE
        HOUSE ENTERTAINMENT INC.

      


      


      


      -
        and -

      


      


      


      


      


      __________________________________________

      


      


      


      


      


      


      


      


      


      


      COMMON
        SHARE PURCHASE WARRANT CERTIFICATE

      


      __________________
        WARRANTS

      


      


      


      


      


      


      


      Certificate
        No.: _______

      



      Share
        Purchase Warrant # 

      


      Void
        After 5:00 p.m (Toronto time) on __
        ,
        2005

      


      ____________-
        Whole

               (representing______
        1⁄2 warrants)

      


      SHARE PURCRASE WARRANTS

      


      NOBLE
        HOUSE ENTERTAINMENT INC.

      


      


      THIS
        IS TO CERTIFY THAT,
        for
        value received, _______________________(the "Warrant Holder") shall have
        the
        right to purchase from NOBLE
        HOUSE ENTERTAINMENT INC.
        (the
        "NOBLE HOUSE"), upon and subject to the terms and conditions hereinafter
        referred to one fully paid and non-assessable common share of NOBLE HOUSE
        for
        each whole warrant represented hereby at the price of $0.50 US Funds per
        common
        share in lawful money of the United States until 5:00 p.m. Toronto time
        on ,
        2008.

      


      The
        right
        to purchase common shares of NOBLE HOUSE may only be exercised by the Warrant
        Holder within the time hereinbefore set out by: (a) duly completing and
        executing the subscription form attached hereto, in the manner therein
        indicated; (b) surrendering this warrant certificate to NOBLE HOUSE at 47
        Avenue
        Road, Suite 200, Toronto, Ontario M5R 2G3; and (c) paying the appropriate
        purchase price for the common shares of NOBLE HOUSE subscribed for by a wire
        transfer to the following account of NOBLE HOUSE.

      


      Noble
        house Entertainment Inc.

      Bank
        of Montreal, 2 Queen Street East, Toronto ON M5C 3G7
        Canada

      Account
        # 4601-996, bank code 001, Branch code 2487

      Bank
        Phone # 416-867-5596

      


      Or
        by a certified cheque to be delivered to the NOBLE HOUSE’s corporate office at
        47 Avenue Road, Suite 200, Toronto, Ontario M5R 2G3,
        Canada.

      


      Upon
        surrender and payment, NOBLE HOUSE will issue to the Warrant Holder the number
        of common shares subscribed for. Within five business days of surrender and
        payment NOBLE HOUSE will mail to the Warrant Holder a certificate evidencing
        the
        common shares subscribed for. If the Warrant Holder subscribes for a lesser
        number of common shares than the number of shares permitted by this warrant
        certificate, NOBLE HOUSE shall forthwith cause to be delivered to the Warrant
        Holder a further warrant certificate in respect of the common shares referred
        to
        in this warrant certificate but not subscribed for.

      


      Save
        and
        except in the case of the issuance of additional shares of NOBLE HOUSE for
        consideration, if the issued and outstanding shares of NOBLE HOUSE are changed
        by a subdivision, consolidation, reduction in capital or by any other capital
        reorganization or reclassification of the capital stock of NOBLE HOUSE, or
        consolidation or merger of NOBLE HOUSE with another corporation shall be
        effected, then, the warrants herein shall be adjusted and lawful and adequate
        provision shall be made whereby the Warrant Holder hereof shall thereafter
        have
        the right to purchase and receive upon the basis and upon the terms and
        conditions specified in this warrant certificate and in lieu of the shares
        of
        NOBLE HOUSE immediately theretofore purchasable and receivable upon the exercise
        of the rights represented hereby, such shares of stock, securities or assets
        as
        may be issued or payable with respect


      
        
           

          


          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      to
        or in
        exchange for a number of outstanding shares equal to the number of shares
        of
        such stock immediately theretofore purchasable and receivable upon the exercise
        of the warrants represented hereby had such reorganization, reclassification,
        consolidation or merger not taken place, and in any such case appropriate
        provision shall be made with respect to the rights and interest of the Warrant
        Holder to the end that the provisions hereof (including without limitation
        provisions for adjustments of the exercise price of the warrants herein and
        of
        the number of shares purchasable upon conversion of the warrants herein)
        shall
        thereafter be applicable, as nearly as may be in relation to any shares of
        stock, securities or assets thereafter deliverable upon the exercise of the
        warrants herein.

      


      UNLESS
        PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
        SHALL NOT TRADE THE WARRANT OR COMMON SHARES ISSUABLE ON EXERCISE THEREOF
        IN THE
        PROVINCE OF ONTARIO BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER
        THE
        CLOSING DATE.

      


      THE
        WARRANTS AND THE SECURITIES UNDERLYING THE WARRANTS HAVE NOT BEEN REGISTERED
        UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
        ACT") OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE
        TRANSFERRED ONLY (A) TO NOBLE HOUSE ENTERTAINMENT INC. (THE “CORPORATION”), (B)
        OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S.
        SECURITIES ACT, OR (C) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION
        UNDER
        THE U.S SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND
        IN
        COMPLIANCE WITH ANY APPLICABLE STATE SECUIRTIES LAWS, OR (D) WITH THE PRIOR
        WRITTEN CONSENT OF THE CORPORATION BUT WHICH MAY BE CONDITIONAL ON DELIVERY
        OF A
        LEGAL OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, PURSUANT
        TO
        ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY
        APPLICABLE STATE SECURITIES LAWS.”. DELIVERY OF THIS CERTIFICATE MAY NOT
        CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
        IN
        CANADA.

      


      THE
        WARRANT HOLDER, BY ACCEPTANCE OF THIS WARRANT CERTIFICATE, AGREES THAT THE
        WARRANTS REPRESENTED HEREBY AND ANY SHARES ACQUIRED PURSUANT TO THIS WARRANT
        CERTIFICATE ARE NOT TO BE SOLD BY THE HOLDER THEREOF, EXCEPT IN ACCORDANCE
        WITH
        THE PROVISIONS OF THE SECURITIES LEGISLATION OF THE JURISDICTION IN WHICH
        SUCH
        TRANSFER OR SALE TAKES PLACE.

      


      All
        securities issued upon the exercise of this warrant shall bear the legends
        set
        forth in this Warrant Certificate. The holding of this Warrant Certificate
        will
        not entitle the Warrant Holder to any right or interest as a shareholder
        of
        NOBLE HOUSE. 

      


      IN
        WITNESS WHEREOF, NOBLE HOUSE has
        caused this warrant certificate to be issued as of the      
        .

      


      NOBLE
        HOUSE ENTERTAINMENT INC.

      


      


      Per:Kam
        Shah, CFO


      
        
           

          


          
          

        

        
          12

          
            

          

        

        
          
          

        

      


       

      


      SUBSCRIPTION FORM

      


      


      


      TO:     
        THE DIRECTORS,
        NOBLE HOUSE ENTERTAINMENT INC.

      47
        Avenue
        Road, Suite 200

      Toronto,
        Ontario

      M5R
        2G3

      


      Dear
        Sirs:

      


      The
        undersigned hereby exercises the right to purchase and hereby subscribes
        for
        _____________ common shares in the capital stock of NOBLE
        HOUSE ENTERTAINMENT INC. referred
        to in the warrant certificate surrendered herewith according to the conditions
        thereof and herewith makes payment by cash or certified cheque of
        $_____________US Funds being the purchase price in full for the said
        shares.

      


      The
        undersigned hereby reconfirms to NOBLE HOUSE as true and correct all of the
        undersigned’s representations and warranties set forth in the undersigned’s
        Private Placement Subscription Agreement date June 19, 2006, with respect
        to the
        common shares of NOBLE HOUSE for which the undersigned is
        subscribing.

      


      Please
        issue a certificate for the shares being purchased as follows in the name
        of the
        undersigned:

      


      


      NAME:
        ______________________________________________

      (please
        print)

      


      


      ADDRESS:_____________________________________________

      


      


      


      Please
        deliver a warrant certificate in respect of the common shares referred to
        in the
        warrant certificate surrendered herewith but not presently subscribed for,
        to
        the undersigned.

      


      


      DATED
        this
         day
        of ,
        ______

      


      


      


      


      


      Per:_________________________

       

       

       

      
        
          
          

        

        
          13