Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue Inc. - Exhibit 10.14






EXHIBIT 10.14

SECURITIES PURCHASE
AGREEMENT

THIS SECURITIES PURCHASE
AGREEMENT (the “Agreement”) is made effective as of the
15th day of February, 2006.

	BETWEEN:
	 
	 	 
		THE UNDERSIGNED
      INVESTOR 
	 	 
		(the "Investor") 
	 	 
		OF THE FIRST
      PART 
	 	 
	AND: 	 
	 	 
		INFRABLUE (US)
      INC., 
		a Nevada corporation

	 	 
		(the “Corporation") 
	 	 
		OF THE SECOND
      PART 


NOW THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows: 

ARTICLE 1.
DEFINITIONS

          1.1          Definitions. The following terms will have the
following meanings for all purposes of this Agreement.

          (a)          "Closing"
shall mean the closing of the Transaction.

          (b)          “Common
Stock” means the common stock of the Corporation, par value $0.001 per
share.

          (c)          “Convertible
Notes” means the secured convertible promissory notes offered by the Corporation
in the form attached hereto as Schedule A.

          (d)          "Offering"
shall mean the offering of up to $100,000 of Convertible Notes by the
Corporation.

          (e)          “Purchase
Price” means the purchase price payable by the Investor to the Corporation in
consideration for the purchase and sale of the Convertible Notes.

          (f)          "SEC"
shall mean the United States Securities and Exchange Commission.

          (g)          "Securities"
means the Convertible Notes, the Shares and Warrants into which the Convertible
Notes are convertible, and the Warrant Shares.

          (h)          "Securities
Act" shall mean the United States Securities Act of 1933, as amended.




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          (i)          "Shares"
means those shares of Common Stock into which the Convertible Notes are
convertible.

          (j)          "Transaction"
shall mean the purchase of the Convertible Notes by the Investor for the
Purchase Price.

          (k)          "Transaction
Documents" shall mean this Agreement and the Convertible Notes and the Warrant
Certificate.

          (l)          Warrants”
means those share purchase warrants into which the Convertible Notes are
convertible, with each one share purchase warrant entitling the holder to
purchase one share of Common Stock of the Corporation during the one year period
from the date of issuance at a price of $0.50 per share.

          (m)          “Warrant
Certificate” means the certificate representing the Warrants in the form
attached hereto as Schedule C.

          (n)          “Warrant
Shares” means the shares of Common Stock issuable upon exercise of the
Warrants.

          1.2          Schedules. The following schedules are attached
to and form part of this Agreement:

                        
Schedule A          Form of
Secured Convertible Promissory
Note
                        
Schedule B          Definition
of U.S.
Person
                        
Schedule C          Form of
Warrant Certificate

          1.3          Currency.  All dollar amounts referred to
in this agreement are in United States funds, unless expressly stated
otherwise.

ARTICLE 2.
PURCHASE AND SALE OF CONVERTIBLE NOTES

          2.1          Subscription for Convertible Notes.  Subject
to the terms and conditions of this Agreement, the Investor subscribes for and
agrees to purchase the principal amount of Convertible Notes set forth opposite
the Investor’s name on the execution page to this Agreement at the Purchase
Price. The Convertible Notes will be unsecured. Upon execution of this Agreement
by the Investor, the subscription by the Investor will be irrevocable and may
not be withdrawn.

          2.2          Acceptance by Corporation.  Upon
execution by the Corporation, the Corporation agrees to sell such Convertible
Notes to the Investor for the Purchase Price.

          2.3          Closing.  The Closing of the purchase and
sale of the Convertible Notes will take place forthwith upon execution of this
Agreement, subject to payment of the Purchase Price by the Investor. The
Corporation will deliver to the Investor the executed Convertible Notes in the
principal amount of the Purchase Price. The Closing shall take place at the
offices of the Corporation or at such other location as agreed to by the
parties. Notwithstanding the location of the Closing, each party agrees that the
Closing may completed by the exchange of undertakings between the respective
legal counsel for the Investor and the Corporation, provided such undertakings
are satisfactory to each party’s respective legal counsel

          2.4          Compliance with Securities Laws.  Any
acceptance by the Corporation of the subscription is conditional upon compliance
with all securities laws and other applicable laws of the jurisdiction in which
the Investor is resident. The Investor will deliver to the Corporation all other
documentation, agreements, representations and requisite government forms
required by the lawyers for the Corporation as required to comply with all
securities laws and other applicable laws of the jurisdiction of the
Investor.




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          2.5          Delivery of Certificates.  The Investor
hereby authorizes and directs the Corporation to deliver the securities to be
issued to such Investor pursuant to this Agreement and upon conversion of the
Convertible Notes to the Investor’s address indicated on the signature page of
this Agreement.

          2.6          Registration Rights.  The Corporation
agrees to use its best efforts to prepare and file with the SEC, as early as
possible following the Corporation listing the shares in its Common Stock for
trading on the National Association of Securities Dealers Over-the-Counter
Bulletin Board in the United States, and in no event later than one hundred and
eighty (180) days following Closing, a registration statement under the
Securities Act covering the resale of Shares issuable to the Investor upon
conversion of the Convertible Notes and the Warrant Shares issuable upon
exercise of the Warrants. The Corporation will use its best efforts to obtain
the effectiveness of such registration statement(s) as soon as practicable, and
once effective, to maintain such effectiveness for a period of at least two
years from the date of conversion of the Convertible Notes. The Corporation’s
obligation to obtain and maintain such effectiveness is conditioned upon the
cooperation of the Investor in furnishing information to the Corporation
relating to the Investor’s method of distribution and other information
requested by the Corporation. Any and all expenses incurred in connection with
such registration shall be borne by the Corporation. Any and all selling
expenses incurred by the Investor shall be borne by the Investor.

ARTICLE 3.
AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

          3.1          Exemption from Registration.  The
Investor acknowledges and agrees that the Securities will be offered and sold to
the Investor without such offers and sales being registered under the Securities
Act and will be issued to the Investor in an offshore transaction outside of the
United States in accordance with a safe harbour from the registration
requirements of the Securities Act provided by Rule 903 of Regulation S of the
Securities Act based on the representations and warranties of the Investor in
this Agreement. As such, the Investor further acknowledges and agrees that all
Securities will, upon issuance, be “restricted securities” within the meaning of
the Securities Act.

          3.2          Resales of Securities.  The Investor
acknowledges that that the Securities may not be offered, resold, pledged or
otherwise transferred except through an exemption from registration under the
Securities Act or pursuant to an effective registration statement under the
Securities Act and in accordance with all applicable state securities laws and
the laws of any other jurisdiction. The Investor agrees to resell the Securities
only in accordance with the provisions of Regulation S of the Securities Act,
pursuant to registration under the Securities Act, or pursuant to an available
exemption from registration pursuant to the Securities Act. The Investor agrees
that the Company will refuse to register any transfer of the Securities not made
in accordance with the provisions of Regulation S of the Securities Act,
pursuant to registration under the Securities Act or pursuant to an available
exemption from registration. The Investor agrees that the Corporation may
require the opinion of legal counsel reasonably acceptable to the Corporation in
the event of any offer, sale, pledge or transfer of any of the Securities by the
Investor pursuant to an exemption from registration under the Securities Act.


          3.3          Hedging Transactions.  The Investor agrees
not to engage in hedging transactions with regard to the Shares unless in
compliance with the Securities Act.

          3.4          Share Certificates.  The Investor acknowledges and agrees that all certificates
representing the Convertible Notes and the Shares will be endorsed with the
following legend, or such similar legend as deemed advisable by legal counsel
for the Corporation, to ensure compliance with Regulation S of the Securities
Act and to reflect the status of the Shares as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE





- 4 -

PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.”

          3.5          Warrant Certificates. The Investor acknowledges
and agrees that all certificates representing the Warrants will be endorsed with
the following legend, or such similar legend as deemed advisable by legal
counsel for the Corporation, to ensure compliance with Regulation S of the
Securities Act and to reflect the status of the Warrants as restricted
securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE
ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER
THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN
THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S.
PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF
ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
"UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          3.6          Representations and Warranties of the Investor.  The Investor represents and warrants to the Corporation as follows, and
acknowledges that the Corporation is relying upon such covenants,
representations and warranties in connection with the sale of the Convertible
Notes to the Investor:

          (a)          The
Investor is not a “U.S. Person” as defined by Regulation S of the Securities
Act, as set forth in Schedule D hereto.

          (b)          The
Investor is not acquiring the Securities for the account or benefit of a U.S.
Person.

          (c)          The
Investor was not in the United States at the time the offer to purchase the
Securities was received or at the time this Agreement was executed.

          (d)          The
Investor has such knowledge, sophistication and experience in business and
financial matters such that it is capable of evaluating the merits and risks of
the investment in the Securities. The Investor has evaluated the merits and
risks of an investment in the Securities. The Investor can bear the economic
risk of this investment, and is able to afford a complete loss of this
investment.

          (e)          The
Investor acknowledges that the Corporation is in the early stages of development
of its business and the Corporation’s success is subject to a number of
significant risks, including the risk that the Corporation will not be able to
finance its plan of operations and that the Corporation’s business plan will not
succeed. The Investor acknowledges that any forward-looking information provided
by the Corporation to the Investor are subject to risks and uncertainties and
that the Corporation’s actual results may differ materially from the results
anticipated.




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          (f)          The
Securities will be acquired by the Investor for investment for the Investor's
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Investor has no present intention
of selling, granting any participation in, or otherwise distributing the same.
The Investor does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Securities.

          (g)          The
Investor has had full opportunity to ask questions and receive answers from
representatives of the Corporation regarding the terms and conditions of the
Offering and the business, properties, prospects and financial condition of the
Corporation, each as is necessary to evaluate the merits and risks of investing
in the Securities. The Investor believes it has received all the information it
considers necessary or appropriate for deciding whether to purchase the
Securities. The Investor has had full opportunity to discuss this information
with the Investor’s legal and financial advisers prior to execution of this
Agreement.

          (h)          The
Investor acknowledges that the Securities will be offered and sold without
registration under the Securities Act in a private placement that is exempt from
the registration provisions of the Securities Act based on the truth and
accuracy of the representations of the Investor. The Investor acknowledges that
the Corporation will rely on these representations in completing the issuance of
the Securities to the Investor. The Investor further acknowledges that the
offering of the Securities by the Corporation has not been reviewed by the SEC
or any state securities regulatory authority.

          (i)          This
Agreement has been duly authorized, validly executed and delivered by the
Investor.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

          4.1          Representations and Warranties of the Corporation. The Corporation represents and warrants to the Investor and acknowledges
that the Investor is relying upon such representations and warranties in
connection with the execution, delivery and performance of this
Agreement:

          (a)          The
Corporation is a corporation duly incorporated and in good standing under the
laws of the State of Nevada, and has the requisite corporate power and authority
to conduct its business as it is currently being conducted.

          (b)          The
Corporation has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by the Transaction
Documents.

          (c)          The
execution and delivery by the Corporation of the Transaction Documents have been
duly authorized by all necessary action on the part of the Corporation, and no
further consent or action is required by the Corporation, its Board of Directors
or its stockholders.

          (d)          Each
of the Transaction Documents constitutes, or will when duly authorized, executed
and delivered by all parties thereto other than the Corporation constitute, a
valid and binding obligation of the Corporation, enforceable against the
Corporation in accordance with the terms thereof, except that (i) the
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally, (ii) equitable remedies, including, without limitation, specific
performance and injunction, may be granted only in the discretion of a court of
competent jurisdiction, (iii) rights of indemnity, contribution and the waiver
of contribution provided for herein, and any provisions exculpating a party from
a liability or duty otherwise owed by it, may be limited under applicable law,
and (iv) the enforceability of provisions in any Transaction Document which
purport to sever any provision which is prohibited or unenforceable under
applicable law without affecting the enforceability or validity of the remainder
of such Transaction Document would be determined only in the discretion of the
court.




- 6 -

          (e)          The
authorized capital of the Corporation consists of 100,000,000 shares of common
stock, par value $0.001 per share, of which there were 28,065,800 shares issued
and outstanding as of the date of this Agreement, and 5,000,000 shares of
preferred stock, par value $0.001 per share, of which no shares have been issued
as of the date of this Agreement. The outstanding shares of common stock have
been issued for the following consideration:

	 	
      (i)
	
      500,000 shares at a price of $0.001 per share;
      

	 	 	 
	 	
      (ii) 
	
      4,500,000 shares at a price of $0.01 per
      share; 

	 	 	 
	 	
      (iii) 
	
      12,000,000 shares in consideration of the
      acquisition of all of the issued capital of Infrablue
      Limited 

	 	 	 
	 	
      (iv) 
	
      705,800 shares at a price of $0.05 per
      share 

	 	 	 
	 	
      (v) 
	
      360,000 shares at a price of $0.25 per share
      and 

	 	 	 
	 	
      (vi) 
	
      10,000,000 shares on the transfer of certain
      intellectual property assets; 



          (f)          There
are no agreements or other obligations (contingent or otherwise) which may
require the Company to repurchase or otherwise acquire any shares of its capital
stock.

          (g)          the
Investor hereby consents, no person, firm or corporation has any agreement or
option or right or privilege (whether preemptive or contractual) capable of
becoming an agreement for the purchase, subscription or issuance of any unissued
shares, securities or warrants of the Corporation.

          (h)          The
issuance of the Convertible Note and the issuance of the Shares and Warrants
upon conversion of the Convertible Notes and the issuance of the Warrant Shares
upon the exercise of the Warrants have each been duly authorized. The Shares
have been authorized and validly reserved for issuance, and when issued upon
conversion of the Convertible Notes in accordance with the terms thereof, will
be validly issued, fully paid and non-assessable shares of the Corporation’s
common stock. The Warrant Shares have been authorized and validly reserved for
issuance, and when issued upon exercise of the Warrant in accordance with the
terms thereof (and upon payment of the exercise price therefor), will be validly
issued, fully paid and non-assessable shares of the Corporation’s common stock.
The stockholders of the Company have no preemptive or similar rights to purchase
shares of Common Stock from the Company.

          (i)          The
issue and sale of the Securities by the Corporation does not and will not
conflict with, and does not and will not result in a breach of, any of the terms
of its incorporating documents or any agreement or instrument to which the
Corporation is a party.

          (j)          There
are no actions, suits, proceedings or inquiries pending or to the Corporation's
knowledge threatened against or affecting the Corporation or any of its
subsidiaries at law or in equity or before or by any federal, provincial,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality which in any way materially adversely affect, or may in any way
materially adversely affect, the business, operations or condition (financial or
otherwise) of the Corporation (on a consolidated basis) or its properties or
assets or which affects or may affect the distribution of the
Securities.

SECTION 5
INDEMNIFICATION

          5.1          Indemnification by the Corporation. The
Corporation agrees to indemnify, defend and hold the Investor (which term shall,
for the purposes of this Section 5.1, include the Investor and its shareholders,
managers, partners, directors, officers, members, employees, direct or indirect
investors, agents and affiliates and assignees and the stockholders, partners,
directors, members, managers, 




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officers, employees direct or indirect investors
and agents of such affiliates and assignees) harmless against any and all
liabilities, loss, cost or damage, together with all reasonable costs and
expenses related thereto (including reasonable legal and accounting fees and
expenses), arising from, relating to, or connected with the untruth, inaccuracy
or breach of any statement, representation, warranty or covenant of the
Corporation contained in this Agreement.

          5.2          Indemnification by the Investor. The Investor
agrees to indemnify and hold harmless the Corporation, its directors, officers,
agents, shareholders and employees, from and against any and all liabilities,
loss, cost or damage, together with all reasonable costs and expenses related
thereto (including reasonable legal and accounting fees and expenses), arising
from, relating to, or connected with the untruth, inaccuracy or breach of any
statement, representation, warranty or covenant of the Investor contained in
this Agreement.

ARTICLE 6
MISCELLANEOUS PROVISIONS

          6.1          Effectiveness of Representations; Survival. Each
party is entitled to rely on the representations, warranties and agreements of
each of the other parties and all such representation, warranties and agreement
will be effective regardless of any investigation that any party has undertaken
or failed to undertake. The representation, warranties and agreements will
survive the Closing and continue in full force and effect until the one year
anniversary of the Closing.

          6.2          Further Assurances. Each of the parties hereto
will cooperate with the others and execute and deliver to the other parties
hereto such other instruments and documents and take such other actions as may
be reasonably requested from time to time by any other party hereto as necessary
to carry out, evidence, and confirm the intended purposes of this
Agreement.

          6.3          Amendment. This Agreement may not be amended
except by an instrument in writing signed by each of the parties.

          6.4          Expenses. Each party to this Agreement will bear
its respective expenses incurred in connection with the preparation, execution,
and performance of this Agreement and the transactions contemplated hereby,
including all fees and expenses of agents, representatives, counsel, and
accountants. 

          6.5          Entire Agreement. This Agreement, the exhibits,
schedules attached hereto and the other Transaction Documents contain the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior arrangements and understandings, both written and oral,
expressed or implied, with respect thereto. Any preceding correspondence or
offers are expressly superseded and terminated by this Agreement.

          6.6          Severability. If one or more provisions of this
Agreement or any other Transaction Document is held to be unenforceable under
applicable law, such provision will be excluded from the respective Agreement or
other Transaction Document and the balance of this Agreement or other
Transaction Document, as applicable, will be enforceable in accordance with its
terms.

          6.7          Notices. All notices and other communications
required or permitted under to this Agreement must be in writing and will be
deemed given if sent by personal delivery, faxed with electronic confirmation of
delivery, internationally-recognized express courier or registered or certified
mail (return receipt requested), postage prepaid, to the parties at the
following addresses (or at such other address for a party as will be specified
by like notice):




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If to the
Investor:

AT THE ADDRESS SET
FORTH ON THE
SIGNATURE PAGE TO THIS AGREEMENT

If to the
Corporation:

INFRABLUE (US)
INC.
Attention: Mr. Mitchell Johnson
Suite 5.15
MLS Business Centre
130 Shaftesbury Avenue,
London, England W1D
5EU
Facsimile: +44 (20) 7031 1199

With a copy (which will
not constitute notice) to:

Lang Michener
LLP
Attention: Mr. Michael H. Taylor
Suite 1500,
Royal Centre
1055 West Georgia St., Box 11117
Vancouver, British
Columbia
Canada V6E 4N7
Phone: (604) 689-9111
Facsimile: (604)
685-7084

All such notices and other communications will be
deemed to have been received (a) in the case of personal delivery, on the date
of such delivery, (b) in the case of a fax, when the party sending such fax has
received electronic confirmation of its delivery, (c) in the case of delivery by
internationally-recognized express courier, on the business day following
dispatch and (d) in the case of mailing, on the fifth business day following
mailing.

          6.8          Headings.  The headings contained in this
Agreement are for convenience purposes only and will not affect in any way the
meaning or interpretation of this Agreement.

          6.9          Benefits. This Agreement is and will only be
construed as for the benefit of or enforceable by those persons party to this
Agreement.

          6.10        Assignment. This Agreement may not be assigned
(except by operation of law) by any party without the consent of the other
parties.

          6.11        Governing Law. This Agreement will be governed by
and construed in accordance with the laws of the State of Nevada applicable to
contracts made and to be performed therein. 

          6.12        Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any
party.

          6.13        Counterparts. This Agreement may be executed in
one or more counterparts, all of which will be considered one and the same
agreement and will become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.

          6.14        Fax Execution. This Agreement may be executed by
delivery of executed signature pages by fax and such fax execution will be
effective for all purposes.




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          6.15        Schedules and Exhibits. The schedules and
exhibits are attached to this Agreement and incorporated herein.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year first
written above.

	Principal Amount of Convertible
      Notes Subscribed for: 	 	 

	  	 	 
	Signature of Authorized Signatory
      of Investor: 	 	 

	 	 	 
	Name of Authorized Signatory
      of Investor: 	 	 

	 	 	 
	Title of Authorized Signatory
      of Investor: 	 	 

	 	 	 
	Name of Investor: 	 	 
	 	 	 
	Address of Investor: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


ACCEPTED BY:

INFRABLUE (US) INC.

	Signature of Authorized
      Signatory: 	 	 
	 	 	 
	Name of Authorized Signatory:
	 	 
	 	 	 
	Position of Authorized
      Signatory: 	 	 
	 	 	 
	Date of Acceptance: 	 	 






- 10 -

SCHEDULE A

FORM OF SECURED CONVERTIBLE PROMISSORY
NOTE




- 11 -

THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE
BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY
NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

SECURED CONVERTIBLE PROMISSORY
NOTE

	$[PRINCIPAL
      AMOUNT] 	[DATE]


          FOR VALUE
RECEIVED, the undersigned, INFRABLUE (US) INC., a Nevada corporation (the
“Maker”), hereby promises to pay to the order of [NAME OF INVESTOR] or its
assigns (the “Payee”), at such place as the Payee may designate in writing, from
time to time in immediately available lawful money of the United States of
America, the principal sum of [PRINCIPAL AMOUNT] dollars ($[PRINCIPAL
AMOUNT]US), together with interest from the date hereof on the unpaid principal
balance outstanding from time to time at a rate equal to the Prime Rate
per annum for U.S. banks as
published in Money Rates Column of the Money and Investing Section of The Wall
Street Journal from time to time. All computations of interest shall be made on
the basis of a year of 365 or 366 days, as applicable, for the actual number of
days for which such interest is payable.

1.          Payment. Unless previously converted in
accordance with the terms of Section 1 herein, all outstanding principal and
accrued interest on this Note shall be due and payable on [TWO YEAR ANNIVERSARY
OF DATE] (the “Maturity Date”).

2.          Conversion. Subject to the provisions of this
Note, the Payee will have the right at any time commencing on the date of the
quotation of the shares in the Maker’s common stock on the National Association
of Securities Dealers “Over-the-Counter Bulletin Board” and ending on the
Maturity Date to convert the outstanding principal and accrued interest on this
Note into units of the Maker at a conversion rate of $0.25US per unit (the
“Conversion Rate”). Each unit will be comprised of one share (each a “Share”) of
Common Stock of the Maker (the “Infrablue Common Stock”) and one share purchase
warrant (each a “Warrant”). Each Warrant will entitle the Payee to purchase one
additional Share (a “Warrant Share”) at a price of $0.50US per Warrant Share for
the one year period following conversion.

          The Payee
acknowledges and agrees that all certificates representing the Shares and the
Warrant Shares will be endorsed with the following legend, or such similar
legend as deemed advisable by legal counsel for the Corporation, to ensure
compliance with Regulation S of the Securities Act and to reflect the status of
the Shares and the Warrant Shares as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE
  UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
  REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED
  FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
  OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT
  TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
  INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
  ACT.”

          The Payee
acknowledges and agrees that all certificates representing the Warrants will be
endorsed with the following legend, or such similar legend as deemed advisable
by legal counsel for the 




- 12 -

Corporation, to ensure compliance with Regulation
S of the Securities Act and to reflect the status of the Warrants as restricted
securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE
ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER
THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN
THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S.
PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF
ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
"UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          For purposes
of this Note, the Conversion Rate shall be adjusted proportionally for any
subsequent stock dividend or split, stock combination or other similar
recapitalization, reclassification or reorganization of or affecting the
Infrablue Common Stock. Subject to Payee’s rights pursuant to Section 1 hereof,
in case of any consolidation or merger to which the Maker is a party other than
a merger or consolidation in which the Maker is the continuing corporation, or
in case of any sale or conveyance to another corporation of the property of the
Maker as an entirety or substantially as an entirety, or in the case of any
statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Maker), then instead of receiving Shares and Warrants, Payee shall have the
right thereafter to receive the kind and amount of shares of stock and other
securities and property which the Payee would have owned or have been entitled
to receive immediately after such consolidation, merger, statutory exchange,
sale or conveyance had the same portion of this Note been paid or converted
immediately prior to the effective date of such consolidation, merger, statutory
exchange, sale or conveyance and, in any such case, if necessary, appropriate
adjustment shall be made in the application of the provisions set forth in this
Section with respect to the rights and interests thereafter of the Payee, to the
end that the provisions set forth in this Section shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in relation
to any shares of stock and other securities and property thereafter deliverable
in connection with this Note. The provisions of this subsection shall similarly
apply to successive consolidations, mergers, statutory exchanges, sales or
conveyances.

3.          Certificates. In the event of conversion of the
principal amount of this Note and accrued interest under Section 1, Maker shall
immediately issue certificates representing the Shares and Warrants into which
the outstanding principal and interest under this Note is to be converted, such
certificates to be delivered to Payee within 15 days following such
termination.

4.          Prepayments. The Maker may prepay this Note, in
whole or in part, and in cash, without penalty upon five days written notice to
Payee. Any prepayments shall be applied first to accrued but unpaid interest and
then to principal.

5.          Default. The occurrence of any one or more of the
following events shall constitute an event of default, upon which Payee may
declare the entire principal amount of this Note, together with all accrued but
unpaid interest, to be immediately due and payable in cash:




- 13 -

	 	a. 	
      The Maker shall fail to make any required
      payment of principal or interest, or issuance of Shares and Warrants, when
      due, and such failure shall continue through fifteen days after Payee
      gives written notice of such failure to Maker.

	 	 	 
	 	b. 	
      The Maker makes an assignment for the
      benefit of creditors, or the Maker shall become insolvent or any
      bankruptcy, reorganization, debt arrangement or other proceeding under any
      bankruptcy or insolvency law shall be instituted by or against the
      Maker.

	 	 	 
	 	c. 	
      The Maker dissolves or
    liquidates.



6.          Applicable Law. THE VALIDITY, CONSTRUCTION AND
ENFORCEABILITY OF THE NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NEVADA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES
THEREOF.

7.          Waivers. The Maker hereby waives presentment for
payment, notice of dishonor, protest and notice of payment and all other notices
of any kind in connection with the enforcement of this Note.

8.          Obligations Absolute. The obligations of the
Maker under this Note shall be absolute, and the Maker
waives any and all rights to offset, deduct or withhold any payments or charges
due under this Note for any reason.

9.          Assignment. The Maker may not assign, delegate or
otherwise transfer any of its obligations under this Note, whether by merger,
consolidation or other business combination, without the prior written consent
of Payee.

10.          Costs of Collection. If this Note is not paid or
otherwise performed when due or required, the Maker shall pay Payee’s reasonable
costs of collection, including reasonable attorney’s fees.

	 	INFRABLUE (US) INC.
    
	  	 
	  	 
		By 	 
		 	MITCHELL JOHNSON, 
		 	President 






- 14 -

SCHEDULE B

DEFINITION OF U.S. PERSON

A “U.S. Person” is defined by Regulation S of
the Act to be any person who is:

	 	(a) 	
      any natural person resident in the United
      States;

	 	 	 	 
	 	(b) 	
      any partnership or corporation organized
      or incorporated under the laws of the United States;

	 	 	 	 
	 	(c) 	
      any estate of which any executor or
      administrator is a U.S. person;

	 	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity
      located in the United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar
      account (other than an estate or trust) held by a dealer or other
      fiduciary organized, incorporate, or (if an individual) resident in the
      United States; and

	 	 	 	 
	 	(g) 	
      any partnership or corporation
      if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws
      of any foreign jurisdiction; and

	 	 	 	 
	 		(ii)
	
      formed by a U.S. person principally for
      the purpose of investing in securities not registered under the Act,
      unless it is organized or incorporated, and owned, by accredited
      Subscribers [as defined in Section 230.501(a) of the Act] who are not
      natural persons, estates or trusts.







- 15 -

SCHEDULE C

FORM OF WARRANT CERTIFICATE




- 16 -

THE SECURITIES REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT
BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED
STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND
WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE
SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.

INFRABLUE (US) INC.
A NEVADA CORPORATION (the “Company”)
Suite 5.15 MLS Business
Centre
130 Shaftsbury Avenue
London, England W1D 5EU

COMMON STOCK PURCHASE WARRANT
CERTIFICATE
[DATE OF ISSUANCE]


	
Warrant
      Certificate No. 
	
S-
	Name of
      Holder: 	  
	Address of
      Holder: 	  
	Number of
      Shares: 	  
	Exercise
      Price: 	US$[@] per Share for
      a period of one year from the date of issuance until the Expiry Date 

	Expiry
      Date: 	Δ 2007 (one year from issuance) 



THIS WARRANT CERTIFIES THAT, for value received, the above named holder or its registered assigns
(the “Holder”), shall have the right to purchase from the Company the above
referenced number of fully paid and non-assessable shares (the “Shares”) of the
Company’s common stock (the “Common Stock”) at an exercise price equal to the
exercise price set forth above (the "Exercise Price"), subject to further
adjustment as set forth in this Certificate, at any time from the date hereof
until 5:00 P.M., GMT, on the expiry date set forth above (the “Expiry Date”).
This Warrant is issued pursuant to the Subscription Agreement between the
Company and Holder (the “Subscription Agreement”) pursuant to which the Holder
purchased units consisting of one share of Common Stock and one warrant to
purchase one additional share of Common Stock. The exercise of this Warrant
shall be subject to the provisions, limitations and restrictions contained
herein. 

	1. 	
      Exercise.

	 	 
	 	1.1	Procedure for Exercise of
      Warrant. The Holder may exercise this Warrant
      by delivering the following to the principal office of the Company in
      accordance with Section 5.1 hereof:



	 	(a) 	
      a duly executed Notice of Exercise in
      substantially the form attached as Schedule A,

	 	 	 
	 	(b) 	
      either (i) a written certification that the
      Holder is not a U.S. person, as defined under Regulation S of the
      Securities Act, and that the Warrant is not being exercised on behalf of a
      U.S. person, which written certificate may be contained in the Notice of
      Exercise







- 17 -

	 		
      delivered pursuant to sub-paragraph (a)
      above; or (ii) a written opinion of counsel to the effect that the Warrant
      and the Shares have been registered under the Securities Act or are exempt
      from registration thereunder;

	 	 	 
	 	(c) 	
      payment of the Exercise Price then in effect
      for each of the Shares being purchased, as designated in the Notice of
      Exercise, and

	 	 	 
	 	(d) 	
      this Warrant.



Payment of the Exercise Price may be in cash,
certified or official bank check payable to the order of the Company, or wire
transfer of funds to the Company’s account (or any combination of any of the
foregoing) in the amount of the Exercise Price for each share being purchased.


          1.2          Delivery of Certificate and New Warrant. In the event of any exercise of the rights represented by this Warrant,
a certificate or certificates for the shares of Common Stock so purchased,
registered in the name of the Holder, together with any other securities or
other property which the Holder is entitled to receive upon exercise of this
Warrant, shall be delivered to the Holder hereof, at the Company’s expense,
within a reasonable time, not exceeding fifteen (15) calendar days, after the
rights represented by this Warrant shall have been so exercised; and, unless
this Warrant has expired, a new Warrant representing the number of Shares
(except a remaining fractional share), if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the Holder
hereof within such time. The person in whose name any certificate for shares of
Common Stock is issued upon exercise of this Warrant shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Exercise Price was received by
the Company, irrespective of the date of delivery of such certificate.


          1.3          Restrictive Legend. This Warrant
and the Shares have not been registered under the Securities Act of 1933, as
amended, (the "Securities Act") and the Warrants have been and the Shares, upon
exercise of the Warrants, will be issued pursuant to exemptions from the
registration requirements of the Securities Act. Neither this Warrant nor any of
the Shares or any other security issued or issuable upon exercise of this
Warrant may be sold, transferred, pledged or hypothecated in the absence of an
effective registration statement under the Act relating to such security or an
exemption from the registration requirements of the Securities Act. Each
certificate for the Warrant, the Shares and any other security issued or
issuable upon exercise of this Warrant shall contain a legend on the face
thereof, in form and substance satisfactory to counsel for the Company, setting
forth the restrictions on transfer contained in this Section. The Holder
understands that this Warrant constitutes and the Shares upon issuance will
constitute “restricted securities” under the Securities Act. The holder
acknowledges and agrees that all certificates representing the Shares will be
endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE ACT.”

          1.4          Fractional Shares. No fractional
Shares shall be issuable upon exercise or conversion of the Warrant and the
number of Shares to be issued shall be rounded down to the nearest whole Share.
If a fractional share interest arises upon any exercise or conversion of the
Warrant, the Company shall eliminate such fractional share interest by paying to
Holder an amount computed by multiplying the fractional interest by the current
market price of a full Share. 




- 18 -

2.       Covenants of the Company.

          2.1          Authorized
Shares. The Company covenants and agrees that the
Company will at all times have authorized and reserved, free from preemptive
rights, a sufficient number of shares of Common Stock to provide for the
exercise in full of the rights represented by this Warrant.

          2.2          Issuance
of Shares. The Company covenants and agrees that
all shares of Common Stock that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly issued, fully paid
and non-assessable, and free from all transfer taxes, liens and charges with
respect to the issue thereof. 

3.       Transfer and Replacement. 

          (a)          Subject
to compliance with any applicable securities laws and the conditions set forth
herein, this Warrant and all rights hereunder are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned, may be exercised by a new holder for the purchase
of Shares without having a new Warrant issued. 

          (b)          The
Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.

          (c)          If,
at the time of the surrender of this Warrant in connection with any transfer of
this Warrant, the transfer of this Warrant shall not be registered pursuant to
an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such transfer that (i) the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that such transfer may be made
without registration under the Securities Act and under applicable state
securities or blue sky laws, and (ii) that the holder or transferee execute and
deliver to the Company such documentation as is necessary to establish that the
shares are being transferred pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws or in an
offshore transaction pursuant to and in accordance with Rule 904 of Regulation S
of the Securities Act.

          (d)          The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

4.       Adjustments of Exercise Price and/or Number of Shares. 

          4.1          Subdivision or Combination of Shares. The number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to time
upon the happening of any of the following. In case the Company shall (i) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) 




- 19 -

combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock, then the number of
Shares purchasable upon exercise of this Warrant immediately prior thereto shall
be adjusted so that the Holder shall be entitled to receive the kind and number
of Shares or other securities of the Company which it would have owned or have
been entitled to receive had such Warrant been exercised in advance thereof.
Upon each such adjustment of the kind and number of Shares or other securities
of the Company which are purchasable hereunder, the Holder shall thereafter be
entitled to purchase the number of Shares or other securities resulting from
such adjustment at an Exercise Price per Warrant Share or other security
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of Shares purchasable pursuant hereto immediately prior
to such adjustment and dividing by the number of Shares or other securities of
the Company resulting from such adjustment. An adjustment made pursuant to this
paragraph shall become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event.

          4.2          Reorganization, Reclassification, Consolidation, Merger or
Sale. If any
recapitalization, reclassification or reorganization of the share capital of the
Company, or any consolidation or merger of the Company with another Company, or
the sale of all or substantially all of its shares and/or assets or other
transaction (including, without limitation, a sale of substantially all of its
assets followed by a liquidation) shall be effected in such a way that holders
of Common Stock shall be entitled to receive shares, securities or other assets
or property, then, as a condition of such recapitalizations, reclassifications,
reorganizations, consolidations, mergers or sales, lawful and adequate
provisions shall be made by the Company whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the Common Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby) such shares, securities or other
assets or property as may be issued or payable with respect to or in exchange
for the number of outstanding Common Stock which such Holder would have been
entitled to receive had such Holder exercised this Warrant immediately prior to
the consummation of such recapitalizations, reclassifications, reorganizations,
consolidations, mergers or sales. The Company or its successor shall promptly
issue to Holder a new Warrant for such new securities or other property. The new
Warrant shall provide for adjustments which shall be as nearly equivalent as may
be practicable to give effect to the adjustments provided for in this Section 4
including, without limitation, adjustments to the Exercise Price and to the
number of securities or property issuable upon exercise of the new Warrant. The
provisions of this Section 4.2 shall similarly apply to successive
recapitalizations, reclassifications, reorganizations, consolidations, mergers
or sales. 

          4.3          Notice of Adjustment. Whenever the number of Shares or number or kind of securities or other
property purchasable upon the exercise of this Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall give notice thereof to the
Holder, which notice shall state the number of Shares (and other securities or
property) purchasable upon the exercise of this Warrant and the Exercise Price
of such Shares (and other securities or property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made.

5.      Miscellaneous Provisions. 

          5.1          Notices. Any notice or other
document required or permitted to be given or delivered to the Holder shall be
delivered or forwarded to the Holder at the address for Holder provide on the
first page of this Warrant or to such other address or number as shall have been
furnished to the Company in writing by the Holder. Any notice or other document
required or permitted to be given or delivered to the Company shall be delivered
or forwarded to the Company at the address set forth above, Attention: President
or to such other address or number as shall have been furnished to Holder in
writing by the Company. All notices, requests and approvals required by this
Warrant shall be in writing and shall be conclusively deemed to be given (a)
when hand-delivered to the other party, (b) when received if sent by facsimile
at the address and number set forth above; provided that notices given by
facsimile shall not be effective, unless either (i) a duplicate copy of such
facsimile notice is promptly given by depositing the same in the mail, postage
prepaid and addressed to the party as set forth below or (ii) the receiving
party 




- 20 -

delivers a written confirmation of receipt for
such notice by any other method permitted under this paragraph; and further
provided that any notice given by facsimile received after 5:00 p.m.
(recipient’s time) or on a non-business day shall be deemed received on the next
business day; (c) five (5) business days after deposit in the United States
mail, certified, return receipt requested, postage prepaid, and addressed to the
party as set forth below; or (d) the next business day after deposit with an
international overnight delivery service, postage prepaid, addressed to the
party as set forth below with next business day delivery guaranteed; provided
that the sending party receives confirmation of delivery from the delivery
service provider. 

          5.2          Limitation of Liability. No
provision hereof, in the absence of affirmative action by the Holder to purchase
shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
Exercise Price hereunder or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company. 

          5.3          No Rights as Stockholder. This
Warrant shall not entitle the Holder to any of the rights of a stockholder of
the Company except upon exercise in accordance with the terms hereof.

          5.4          Governing Law. This Warrant
shall be governed by and construed in accordance with the laws of the State of
Nevada as applied to agreements among Nevada residents made and to be performed
entirely within the State of Nevada, without giving effect to the conflict of
law principles thereof. 

          5.5          Waiver, Amendments and Headings.
This Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by both parties (either
generally or in a particular instance and either retroactively or
prospectively). The headings in this Warrant are for purposes of reference only
and shall not affect the meaning or construction of any of the provisions
hereof. 

IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed by its duly authorized officer
effective as of the _________ day of February, 2006.

		INFRABLUE (US) INC.
  
	 	 
	Signature of Authorized Signatory: 	Per: 
	 	 
	Name of Authorized
      Signatory: 	 
	 	 
	Position of Authorized
      Signatory: 	 






SCHEDULE A

FORM OF NOTICE OF EXERCISE

	TO: 	INFRABLUE (US)
      INC. 


The undersigned hereby exercises the right to
purchase the number of shares of common stock of Infrablue (US) Inc. (the
"Company") set forth below (the "Shares") pursuant to the Warrant to Purchase
Common Stock issued by the Company and dated [fDATE OF ISSUANCE]. In accordance with the provisions of the Warrant, the
undersigned hereby tenders the following concurrently with the delivery of this
Notice of Exercise (i) payment of the Exercise Price payable by the undersigned
for the Shares (the “Purchase Price”) in effect for each of the Shares being
purchased, and (ii) the original Warrant.

	Number of Shares
      Purchased: 	Δ Shares 
	 	 
	Aggregate Purchase
      Price: 	$ Δ
      US 


The undersigned represents and warrants to and
agrees with the Company that:

	1. 	
      It has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of an investment in the Shares and it is able to bear the
      economic risk of loss of its entire investment.

	 	 
	2. 	
      The Company has provided to it the
      opportunity to ask questions and receive answers concerning the terms and
      conditions of the offering and it has had access to such information
      concerning the Company as it has considered necessary or appropriate in
      connection with its investment decision to acquire the
    Shares.

	 	 
	3. 	
      It is acquiring the Shares for its own
      account, for investment purposes only and not with a view to any resale,
      distribution or other disposition of the Shares in violation of the United
      States securities laws.

	 	 
	4. 	
      It understands the Shares have not been and
      will not be registered under the United States Securities Act of 1933, as
      amended (the "1933 Act") or the securities laws of any state of the United
      States and that the sale contemplated hereby is being made in reliance on
      a safe-harbour from such registration requirements.

	 	 
	5. 	
      The undersigned is not a “U.S. Person” as
      defined by Regulation S of the Securities Act and is not acquiring the
      Shares for the account or benefit of a U.S.
  Person.



A “U.S. Person” is
defined by Regulation S of the Act to be any person who is:

	 	(h) 	
      any natural person resident in the United
      States;

	 	 	 
	 	(i) 	
      any partnership or corporation organized
      or incorporated under the laws of the United States;

	 	 	 
	 	(j) 	
      any estate of which any executor or
      administrator is a U.S. person;







- 22 -

	 	(k) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 	 
	 	(l) 	
      any agency or branch of a foreign entity
      located in the United States;

	 	 	 	 
	 	(m) 	
      any non-discretionary account or similar
      account (other than an estate or trust) held by a dealer or other
      fiduciary organized, incorporate, or (if an individual) resident in the
      United States; and

	 	 	 	 
	 	(n) 	
      any partnership or corporation
      if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws
      of any foreign jurisdiction; and

	 	 	 	 
	 		(ii)
	
      formed by a U.S. person principally for
      the purpose of investing in securities not registered under the Act,
      unless it is organized or incorporated, and owned, by accredited
      Subscribers [as defined in Section 230.501(a) of the Act] who are not
      natural persons, estates or trusts.




	6. 	
      The undersigned was not in the United States
      at the time the offer to purchase the Shares was received and the
      Subscriber was not in the United States at the time these Warrants were
      exercised.

	 	 
	7. 	
      The undersigned acknowledges that the Shares
      are “restricted securities” within the meaning of the Securities Act and
      will be issued to the Subscriber in accordance with Regulation S of the
      Securities Act without registration under the Securities
  Act.

	 	 
	8. 	
      The undersigned agrees to resell the Shares
      only in accordance with the provisions of Regulation S of the Securities
      Act, pursuant to registration under the Securities Act, or pursuant to an
      available exemption from registration pursuant to the Securities
      Act.

	 	 
	9. 	
      The undersigned agrees not to engage in
      hedging transactions with regard to the Shares unless in compliance with
      the Securities Act.

	 	 
	10. 	
      The Subscriber acknowledges and agrees that
      all certificates representing the Shares will be endorsed with the
      following legend in accordance with Regulation S of the Securities
      Act:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE ACT.”

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	11. 	
      The Subscriber and the Company agree that
      the Company will refuse to register any transfer of the Shares not made in
      accordance with the provisions of Regulation S of the Securities Act,
      pursuant to registration under the Securities Act, pursuant to an
      available exemption from registration, or pursuant to this
      Agreement.




	
      Date of Execution: 
	 
	
       
	 
	
      Signature of Purchaser or Authorized
      Signatory of Purchaser (if the Purchaser is not
      an individual): 
	


	
       
	 
	
      Name of Authorized Signatory of Purchaser(if the Purchaser is not an individual): 
	

	
       
	 
	
      Title of Authorized Signatory of
      Purchaser(if the Purchaser is not an individual):
    
	

	
       
	 
	
      Name of Purchaser: 
	 
	
       
	 
	
      Address of Purchaser: 
	 
	 	 
	 	 
	 	 
	 	 


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