Exhibit
      10.3

    


    January
      10, 2008

    


    CURRENT
      TECHNOLOGY CORPORATION

    (a
      corporation formed under the laws of the Canada Business Corporations
      Act)

    


    Private
      Placement of up to 25,000,000 Units

    Purchase
      Price: $0.10 per Unit

    Each
      Unit Consisting of One Share of Common Stock and One Five-Year Warrant to
      Purchase One Share of Common Stock at an Exercise Price of $0.15 per
      Share

    


    


    SUBSCRIPTION
      AGREEMENT AND INVESTMENT LETTER

    


    THE
      UNITS OFFERED HEREBY (THE “UNITS” OR “SECURITIES”) ARE OFFERED BY CURRENT
      TECHNOLOGY CORPORATION (THE “COMPANY” OR “CTC”) THROUGH ITS OFFICERS AND
      DIRECTORS, ALTHOUGH THE COMPANY MAY PAY FINDERS FEES OR COMMISSIONS TO PERSONS
      WHO INTRODUCE INVESTORS TO THE COMPANY. THE UNITS ARE OFFERED ON A “BEST
      EFFORTS” BASIS (THE “OFFERING”) PURSUANT TO SECTION 4(2) AND REGULATION D, RULE
      506, PROMULGATED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE OFFERING IS
      DIRECTED SOLELY TO PERSONS WHO MEET THE DEFINITION OF “ACCREDITED INVESTOR” SET
      FORTH IN RULE 501(A) OF REGULATION D. THE UNITS ARE NOT CURRENTLY REGISTERED
      UNDER THE ACT NOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND
      ARE
“RESTRICTED SECURITIES” AS DEFINED IN RULE 144 UNDER THE ACT. THE UNITS MAY NOT
      BE OFFERED OR SOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR AN EXEMPTION
      FROM
      THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE DELIVERY OF THIS
      DOCUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION WITH RESPECT TO THE
      SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
      UNLAWFUL.

    


    THIS
      SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER HAS BEEN PREPARED FOR DISTRIBUTION
      TO A LIMITED NUMBER OF PERSONS (THE “INVESTORS” OR “OFFEREES”) TO ASSIST THEM IN
      EVALUATING A PROPOSED INVESTMENT IN SECURITIES OF THE COMPANY. THIS DOCUMENT
      CONSTITUTES AN OFFER ONLY TO THE PERSON TO WHOM IT IS DELIVERED BY THE COMPANY.
      SUBSCRIPTIONS WILL BE ACCEPTED ONLY FROM PERSONS DEEMED ELIGIBLE UNDER THE
      CRITERIA SET FORTH IN THIS DOCUMENT. THE COMPANY RESERVES THE RIGHT TO REJECT
      ANY SUBSCRIPTION WHETHER OR NOT FUNDS HAVE BEEN RECEIVED BY THE
      COMPANY.

    


    THESE
      SECURITIES INVOLVE A VERY HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY
      BY
      PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
      INVESTMENT.

    


    ALL
      PURCHASERS IN THIS OFFERING WILL BE REQUIRED TO REPRESENT IN WRITING TO THE
      COMPANY THAT THEY MEET THE INVESTOR CRITERIA SET FORTH HEREIN. IN ADDITION,
      PURCHASERS WILL BE REQUIRED TO FURNISH WRITTEN EVIDENCE OF COMPLIANCE WITH
      ANY
      ADDITIONAL OR GREATER SUITABILITY STANDARDS AS MAY BE IMPOSED UNDER APPLICABLE
      SECURITIES LAWS.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    THIS
      OFFERING HAS NOT BEEN REVIEWED BY, AND THESE SECURITIES HAVE NOT BEEN
      RECOMMENDED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
      AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
      ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO
      THE
      CONTRARY IS A CRIMINAL OFFENSE. 

    


    The
      Securities cannot be sold, transferred, assigned or otherwise disposed of except
      in compliance with the restrictions on transfer contained in this Subscription
      Agreement and Investment Letter and applicable securities laws.


    


    This
      Subscription Agreement and Investment Letter (the “Agreement”) is entered into
      for the purpose of accepting an Offer to purchase Units in the Company. The
      Units will be issued at the rate of $0.10 per Unit. Each Unit consists of one
      share of the Company’s common stock and one five-year warrant to purchase one
      share of common stock at an exercise price of $0.15 per share. 

    


    It
      is
      understood that this Agreement is not binding until the Company accepts it
      in
      writing, and that it then becomes binding in accordance with the terms of this
      Agreement. In connection with the undersigned’s investment in the Company, the
      undersigned subscriber (the “Subscriber”) is asked to make the representations
      set forth in this Agreement.

    


    Receipt
      and Review of Information and Documents. 

    


    All
      information set forth herein is given as of the date set forth on the cover
      page. The following documents are available to subscribers upon request and,
      if
      requested by the undersigned, have been delivered to and received and reviewed
      by the undersigned: (i) the Company's Form 20-F for the year ended December
      31,
      2006, which includes audited financial statements as of December 31, 2006 and
      for the two fiscal years then ended (the “Form 20-F”); (ii) the Company’s
      quarterly report for the periods ended March 31, 2007, June 30, 2007 and
      September 30, 2007 all as filed with the British Columbia Securities Commission
      on its SEDAR filing system; and iii) press releases issued by the Company and
      dated December 5, 2007 and January 7, 2008. In addition, the undersigned
      represents that he or she has received all other documents which the undersigned
      deemed necessary to confirm the information set forth herein which were
      requested by the undersigned. All of the foregoing documents have been reviewed
      by the undersigned and, to the extent deemed appropriate by the undersigned,
      by
      his financial and legal advisors.

    


    Description
      of Common Stock.

    


    The
      Company currently is authorized to issue an unlimited number of no par value
      common stock and no par value Class A preference shares. As of December 31,
      2007, the Company had 103,892,023 shares of common stock outstanding and no
      preference shares outstanding.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Each
      share of common stock is entitled to share pro rata in dividends and
      distributions, if any, with respect to the common stock when, as and if declared
      by the Board of Directors from funds legally available for such purpose. No
      holder of any shares of common stock has any preemptive rights to subscribe
      for
      any securities of the Company. Upon liquidation, dissolution or winding up
      of
      the Company, each share of the common stock is entitled to share ratably in
      the
      amount available for distribution to holders of common stock. All shares of
      common stock presently outstanding are fully paid and nonassessable.


    


    Each
      shareholder is entitled to one vote for each share of common stock held. There
      is no right to cumulate votes for the election of directors. This means that
      holders of more than 50% of the shares voting for the election of directors
      can
      elect all of the directors if they choose to do so, and in such event, the
      holders of the remaining less than 50% of the shares voting for the election
      of
      directors will not be able to elect any person or persons to the Board of
      Directors.

    


    Use
      of Proceeds. 

    


    Net
      proceeds of this Offering will be used to provide working capital to Celevoke,
      Inc. It will be necessary for the Company to raise additional equity or debt
      financing. There can be no assurance that the Company will be able to raise
      any
      additional funding. 

    


    Risk
      Factors.

    


    Risks
      Associated with the Company

    


    Please
      refer to the Company’s Form 20-F for some of the risks associated with the
      Company. 

    


    Risks
      Associated with the Offering

    


    Arbitrary
      Determination of Offering Price.
      The
      Offering price of the Units has been determined arbitrarily by management’s
      subjective assessment of the Company's current position and prospects and the
      current trading price of the Company’s common stock. The Offering price does not
      bear a relationship to the Company's assets, book value or other recognized
      criteria of value and should not be regarded as an objective valuation or an
      indication of any future resale value of the shares of common stock underlying
      the Units.

    


    Lack
      of Marketability of Shares and Warrants.
      The
      shares of common stock and warrants underlying the Units are restricted
      securities as that term is defined under Rule 144 of the Act. Therefore, neither
      the shares nor the warrants may not be readily liquidated in the event of an
      emergency. Purchasers must be prepared to hold the Securities for an indefinite
      period of time. 

    


    No
      Dividends.
      The
      Company does not intend to declare any dividends in the foreseeable future.
      Investors who require income from dividends should not purchase these
      Securities.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    Investor
      Representations and Qualifications. 

    


    The
      Offering is being conducted in reliance upon the non-public offering exemptions
      from registration provided in Sections 4(2) of the Act and Regulation D, Rule
      506 promulgated under the Act. No registration statement or other filing has
      been made with the Securities and Exchange Commission. The conditions of these
      exemptions include, but are not limited to, satisfaction of certain requirements
      pertaining to the purchasers of the Securities offered hereby.

    


    1. Limitations
      on Resale of Securities Acquired in this Offering.
      The
      Securities acquired in this offering will be “restricted securities” and may in
      the future be sold only in compliance with limited exemptions from registration
      under the Act, the availability of which must be established to the satisfaction
      of the Company. The following legends will be placed on the certificates
      evidencing the shares and warrants:

    


    The
      securities represented by this Certificate have not been registered under the
      Securities Act of 1933 (the “Act”) and are “restricted securities” as that term
      is defined in Rule 144 under the Act. The securities may not be offered for
      sale, sold or otherwise transferred except pursuant to an effective registration
      statement under the Act, or pursuant to an exemption from registration under
      the
      Act, the availability of which is to be established to the satisfaction of
      the
      corporation.

    


    The
      security represented by this certificate is subject to a hold period expiring
      on
      January 3, 2009 and may not be traded in British Columbia until the expiry
      of
      the hold period, except as permitted by the Securities
      Act
      (British
      Columbia) and Regulations made under the Act.

    


    In
      addition, stop transfer instructions regarding the Securities will be issued
      to
      the transfer agent of the Company. The Company will refuse to register any
      transfer of the Securities not made pursuant to registration under the Act,
      or
      pursuant to an available exemption from registration.

    


    2. Receipt
      and Review of Information.
      The
      Subscriber has received and reviewed the documents listed above, and has been
      given the opportunity to discuss the business, properties, financial condition,
      and affairs of the Company with its management. The Subscriber has reviewed
      this
      information and his contemplated investment with his legal, investment,
      financial, and tax and accounting advisors to the extent the undersigned deems
      such review necessary. As a result, the undersigned is cognizant of the
      financial condition, capitalization, and proposed operations and financing
      of
      the Company, and the Subscriber has available full information concerning its
      affairs and has been able to evaluate the merits and risks of the investment
      in
      the Securities. Further, the Subscriber represents that all of his questions
      have been answered and that all information requested has been
      provided.

    


    3. Investor
      Has Not Relied on Other Information.
      The
      Subscriber acknowledges and understands that the Company has not authorized
      any
      person to make any statements on its behalf which would in any way contradict
      any of the information which the Company has provided to the Subscriber in
      writing, including the information set forth in this Agreement. The Subscriber
      further represents to the Company that the Subscriber has not relied upon any
      such representations regarding the Company, its business or financial condition,
      or this transaction in making any decision to acquire the Securities offered
      hereby. If the Subscriber becomes aware of conflicting information, the
      undersigned will discuss this with management of the Company.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    4. Sophisticated
      Investor/Accredited Investor Status.
      The
      Subscriber represents that he is a sophisticated investor in securities with
      companies in the development stage and acknowledges that he is able to fend
      for
      himself, can bear the economic risk of his investment, and has such knowledge
      and experience in financial or business matters that he is capable of evaluating
      the merits and risks of the investment in the Securities. In addition, the
      Securities will be sold only to persons who are “accredited investors” as
      defined under the federal securities laws. Subscribers are asked to furnish
      information and representations sufficient for the Company to confirm the
      subscriber's status as an accredited investor in order for the Company to comply
      with its obligations to demonstrate compliance with federal and with state
      securities laws. Please indicate each of the following categories in which
      the
      undersigned qualifies:

    


    


    
      	 

              

            	
              An
                employee benefit plan within the meaning of Title I of the Employee
                Retirement Income Security Act of 1974, if the investment decision
                is made
                by a plan fiduciary, as defined in Section 3(21) of such Employee
                Retirement Income Security Act, which is either a bank, savings and
                loan
                association, insurance company or registered investment advisor,
                or if the
                employee benefit plan has total assets in excess of $5,000,000 or,
                if a
                self directed plan, with investment decisions made solely by persons
                that
                are otherwise accredited investors.

            	
               

                

              

               

               

               

              
                
 

            	
              A
                trust with total assets in excess of $5,000,000 not formed for the
                specific purpose of acquiring the Shares, whose purchase is directed
                by a
                person who has such knowledge and experience in financial and business
                matters that he or she is capable of evaluating the merits and risks
                of an
                investment in the Shares.

               

              A
                bank as defined in Section 3(a)(2) of the Act, or a savings and loan
                association or other institution as defined in Section 3(a)(5)(A)
                of the
                Act, whether acting in its individual or fiduciary
                capacity.

            
	 

              

            	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Invest-ment Advisors Act of 1940.

            	
               

              
                

              

            	
              A
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934.

            
	 

              

            	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                or a corporation, Massachusetts or similar business trust, or a
                partnership (in each case not formed for the specific purpose of
                acquiring
                the Shares) with total assets in excess of $5,000,000.

            	
               

              
                

              

               

              
                

              

              
              

            	
              An
                insurance company as defined in Section 2(13) of the Act.

               

              An
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in Section 2(a)(48) of
                the
                Investment Company Act of 1940.

            
	 

              

            	
              A
                natural person whose net worth, individually or jointly with spouse,
                exceeds $1,000,000 at this time (including the value of that person's
                principal residence valued at either (x) cost, including cost of
                improvements, net of current encumbrances on the property, or (y)
                the
                appraised value of the property as determined by a written appraisal
                used
                by an institution lender making a loan to that person secured by
                the
                property, including subsequent improvements, net of current encumbrances
                on the property).

            	
               

                

              

               

               

              
                
 

            	
              A
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958.

               

              A
                plan established and maintained by a state, its political subdivisions,
                or
                any agency or instrumentality of a state or its political subdivisions,
                for the benefit of its employees, if such plan has total assets in
                excess
                of $5,000,000.

            
	 

              

            	
              A
                natural person who had an individual income in excess of $200,000
                in each
                of the two most recent calendar years or joint income with spouse
                in
                excess of $300,000 in each of those years and has a reasonable expectation
                of reaching the same level of income in the current calendar
                year.

            	
               

                

              

               

               

              
                

              

            	
              Any
                entity in which all the equity owners are accredited investors (i.e.,
                by
                virtue of their meeting any of the other tests for an “accredited
                investor”).

               

              Any
                director or executive officer of the
                Company.

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Miscellaneous.

    


    This
      Agreement may be amended or modified only in writing signed by the
      parties.

    


    This
      Agreement binds and inures to the benefit of the representatives, successors
      and
      permitted assigns of the respective parties.

    


    This
      Agreement is made under, shall be construed in accordance with and shall be
      governed by the laws of the State of Colorado.

    


    Any
      controversy, claim, dispute and matters of difference with respect to this
      Agreement and the transactions contemplated hereby shall be resolved through
      submission to arbitration in Denver, Colorado according to the rules and
      practices of the American Arbitration Association from time to time in force.
      

    


    By
      the
      undersigned's execution below, it is acknowledged and understood that the
      Company is relying upon the accuracy and completeness hereof in complying with
      certain obligations under applicable securities laws. The undersigned recognizes
      that the sale of the Units by the Company will be based upon his representations
      and warranties set forth herein and the statements made by the undersigned
      herein.

    


    The
      representations and warranties made by the Company, and attached hereto as
      Schedule B, which forms part of this Agreement.

    


    The
      “Summary of Offering” attached hereto as Schedule A forms a part of this
      Agreement.

    The
      5
      equal monthly installments of $500,000 each referred to in Schedule A are to
      be
      paid as follows:

    


     

    
      	
              Date

            	
              Amount

            
	
              January
                4, 2008*

            	
              $500,000

            
	
              January
                31, 2008

            	
              $500,000

            
	
              February
                28, 2008

            	
              $500,000

            
	
              March
                31, 2008

            	
              $500,000

            
	
              April
                15, 2008

            	
              $500,000

            


    

    *
      The
      first installment is to be paid directly to Celevoke, Inc.

    


    Definitive
      legal documentation shall (i) be fully executed and delivered within 30 calendar
      days of the date hereof, and (ii) contain such additional and supplementary
      provisions, including, without limitation, customary representations,
      warranties, and covenants, as are appropriate to preserve and protect economic
      benefits intended to be conveyed to the Company and to the Subscriber pursuant
      hereto. 

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, subject to acceptance by the Company, the undersigned has
      completed this Agreement to evidence the undersigned's subscription for
      $2,500,000.

     

    
      	
              Date:
                January 10, 2008

            	
              Subscriber:

            	
              /s/
                Jeremy Barbera

            
	 	 	 
	 	
              Print
                Name:

            	
              MSGI
                Securities Solutions, Inc.

            
	 	
               

            	
              Jeremy
                Barbera, Chairman and CEO

            
	 	 	 
	 	
              Address:

            	
              575
                Madison Avenue

            
	 	
               

            	
              New
                York, NY

            
	 	
               

            	
              USA
                10022

            


    

    


    Exact
      name(s) in which the certificates for Shares and Warrants are to be
      issued:

    


    MSGI
      Security Solutions, Inc.

    


    ACCEPTANCE

    


    This
      Agreement is hereby accepted as of the 10th
      day of
      January 2008

    


    
      	 	
              CURRENT
                TECHNOLOGY CORPORATION

            
	 	 
	 	 
	 	 
	 	 
	 	
              /s/
                R. Kramer

            
	 	
              Authorized
                Officer

            
	 	 


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    Schedule
      A

    


    


    Summary
      of Offering 

    


    


    
      	
              Investment

            	
              Current
                Technology Corporation (the “Company”)

            
	
               

            	
               

            
	
              Symbol

            	
              OTCBB:
                CRTCF

            
	
               

            	
               

            
	
              Investor

            	
              MSGI
                Security Solutions, Inc. (“MSGI”)

            
	
               

            	
               

            
	
              Securities
                offered

            	
              25
                million shares at $ .10 per share; and five-year warrants (the
                “Warrants”)
                to purchase that number of shares of the Company’s common stock (the
                “Common
                Stock”)
                sufficient to provide the Investors with 100% “warrant coverage” priced at
                $ .15 per share. This investment will have standard anti-dilution
                provisions.

            
	
               

            	
               

            
	
              Purchase
                price

            	
              $2.5
                million in the form of 5 equal monthly installments of $500,000.
                5,000,000
                Common Shares and Warrants to be released from escrow upon receipt
                by the
                Company of each $500,000 installment.

            
	 	 
	
              Additional
                Conditions:

            	
               

            
	 	 
	
              Outsourcing

            	
              Celevoke
                to outsource 25% of its business to MSGI.

            
	
               

            	
               

            
	
              Governance

            	
              MSGI
                will maintain one board seat on the Company’s Board of Directors.,
                commencing in Q1 of 2008.

            
	
               

            	
               

            
	
              Re-Domicile

            	
              The
                Company will take the necessary steps to redomicile the company in
                the
                United States within six months.  

            
	
               

            	
               

            
	
              Use
                of Proceeds

            	
              It
                is understood that the use of proceeds will be for the expansion
                of the
                Celevoke platform, which the Company is in the process of acquiring
                through a 51% controlling interest. 

            
	
               

            	
               

            
	
              Events
                of default

            	
              The
                definitive documentation shall contain normal and customary events
                of
                default.

            
	
               

            	
               

            
	
              Certain
                investor rights

            	
              The
                Company will not take any of the following actions or permit any
                of the
                following events from occurring without receiving the prior written
                approval of MSGI: (i) redeem any shares of the Company’s capital stock; or
                (ii) other than to Keith Denner, issue debt securities or otherwise
                incur
                indebtedness for borrowed money (other than (a) to a strategic investor
                in
                connection with a strategic commercial agreement or transaction as
                determined in good faith by the Company’s Board of Directors, (b) pursuant
                to an unsecured commercial borrowing, lending or lease financing
                transaction approved in good faith by the Company’s Board of Directors, or
                (c) pursuant to the acquisition of another corporation or entity
                by the
                Company by consolidation, merger, purchase of all or substantially
                all of
                the assets, or other reorganization); (iii) issue any variable price
                equity or variable price equity linked securities; or (iv) undertake
                any
                reverse stock splits.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
               

            	
               

            
	
              Expense
                Reimbursement

            	
              The
                Company will reimburse MSGI for all directly related expenses upon
                closing
                of this transaction, which includes but is not limited to; business
                evaluation services and legal services, such reimbursement to be
                in the
                form of the Company’s securities.

            
	
               

            	
               

            
	
              Market
                Exclusivity

            	
              MSGI
                will be granted a worldwide non-exclusive license for the Celevoke
                technology with exclusivity in certain predetermined industries and
                sectors.

            
	
               

            	
               

            
	
              Investor
                Relations

            	
              The
                Company will enter into an agreement with Piedmont IR to create exposure
                and market awareness of the new business platform, plus general investor
                relations services.

            
	
               

            	
               

            
	
              Future
                company offerings

            	
              MSGI
                will have a right of participation with respect to each and every
                offering
                of securities that the Company proposes to effect. MSGI will respond
                within (5) business days once an offer (term sheet) is presented
                to
                them.

            
	
               

            	
               

            
	
              Board
                Consent

            	
              This
                Offering is subject to approval by the MSGI Board of Directors and
                the
                Company’s Board of Directors

            
	
               

            	
               

            
	
              Due
                diligence and definitive legal documentation

            	
              The
                offering will be subject to a satisfactory due diligence review of
                the
                Company and its operations by MSGI and their counsel and other
                representatives. The offering is also subject to the negotiation
                and
                execution of definitive legal documentation, which will be prepared
                by
                MSGI legal counsel for review and comment by the Company’s legal counsel.
                

            
	 	 


    

    


    The
      foregoing terms and conditions are acceptable to the parties signing below
      as a
      basis for proceeding with the work that must be completed before the investment
      described in this Summary of Offering can be consummated.

    


    Executed
      as of the 28h
      day of
      December 2007.

    


    
      	
              MSGI
                SECURITY SOLUTIONS, INC.

            	 	
              CURRENT
                TECHNOLOGY CORPORATION

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	
              /s/
                Jeremy Barbera

            	 	
              By:

            	
              /s/
                R. Kramer

            
	 	
              Jeremy
                Barbera

            	 	 	
              Robert
                Kramer

            
	 	
              Chairman
                and CEO

            	 	 	
              Chairman
                and CEO

            
	 	 	 	 	 


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Schedule
      B

    


    


    Representations
      and Warranties of the Company.
      As
      a material inducement to the purchaser to enter into this Agreement and purchase
      the Common Stock, the Company hereby represents and warrants to the purchaser
      as
      follows:

     

    (a) Organization
      and Power. The Company is duly organized, validly existing and in good standing
      under the laws of Canada. The Company has all requisite corporate or other
      organizational power and authority and all material licenses, permits, approvals
      and authorizations necessary to own and operate its properties, to carry on
      its
      businesses as now conducted and presently proposed to be conducted, and is
      qualified to do business in every jurisdiction where the failure to so qualify
      might reasonably be expected to have a material adverse effect on the Company’s
      business or operations (“Material Adverse Affect”). The Company has its
      principal executive office in Vancouver, British Columbia, Canada. The copies
      of
      the Charter Documents and By-Laws of the Company that have been filed with
      the
      SEC reflect all amendments made thereto at any time prior to the date of this
      Agreement and are correct and complete.

     

    (b) SEC
      Reports; Financial Statements.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act of 1933 and the Securities Exchange Act of 1934, each as amended, for the
      twelve months preceding the date hereof. (the foregoing materials being
      collectively referred to herein as the "SEC Reports" and, together with the
      Schedules to this Agreement (if any), the "Disclosure Materials"). As of the
      respective dates of each of the SEC Reports, the SEC Reports complied in all
      material respects with the requirements of the Securities Act and the Exchange
      Act and the rules and regulations of the SEC promulgated thereunder, and none
      of
      the SEC Reports, when filed, contained any untrue statement of a material fact
      or omitted to state a material fact required to be stated therein or necessary
      in order to make the statements therein, in light of the circumstances under
      which they were made, not misleading. The financial statements of the Company
      included in the SEC Reports comply in all material respects with applicable
      accounting requirements and the rules and regulations of the SEC with respect
      thereto as in effect at the time of filing. Such financial statements have
      been
      prepared in accordance with Canadian GAAP applied on a consistent basis during
      the periods involved, except as may be otherwise specified in such financial
      statements or the notes thereto, and fairly present in all material respects
      the
      financial position of the Company and its consolidated Subsidiaries as of and
      for the dates thereof and the results of operations and cash flows for the
      periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments. The Company’s Common Stock is registered
      pursuant to Section 12(g) of the Exchange Act, and the Company has taken no
      action designed to, or which to its knowledge is likely to have the effect
      of,
      terminating the registration of the Common Stock under the Exchange Act nor
      has
      the Company received any notification that the SEC is contemplating terminating
      such registration. 

     

    (c) Capitalization.
      As of the date of this Agreement, the authorized capital stock of the Company
      is
      unlimited. 

     

    (d) Authorization;
      No Breach. The execution, delivery and performance of this Agreement and all
      other agreements, instruments, certificates and documents contemplated hereby
      and thereby to which the Company is a party (collectively, the “Transaction
      Documents”), have been duly authorized by the Company. The execution and
      delivery by the Company of the Transaction Documents do not and will not
      (i) conflict with or result in a breach of the terms, conditions or
      provisions of, (ii) constitute a default under, (iii) result in the
      creation of any lien upon any of the Company’s capital stock or assets pursuant
      to, (iv) give any third party the right to accelerate any obligation under,
      (v) result in a violation of, or (vi) require any authorization, consent,
      approval, exemption or other action by or notice to any governmental authority
      or Person pursuant to, the Charter Documents of the Company, or any law,
      statute, rule or regulation to which the Company is subject, or any agreement,
      instrument, order, judgment or decree to which the Company is a party or to
      which it or its assets are subject.

     

    
      
         

      

      
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    (e) Enforceability.
      This Agreement constitutes, and each of the other Transaction Documents when
      duly executed and delivered by the Company will constitute, legal, valid and
      binding obligations of the Company enforceable in accordance with their
      respective terms.

     

    (f) Litigation.
      Except as described in the SEC Reports, there are no actions, suits or
      proceedings at law or in equity or by or before any arbitrator or any
      governmental authority now pending or, to the best knowledge of the Company’s
      management after due inquiry, threatened against or filed by or affecting the
      Company or any of its directors or officers or the businesses, assets or rights
      of the Company.

     

    


    
      
         

      

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