recyclesb2a3ex41_172008.htm


     

     

    
      

      

    

     

    
      Exhibit
        4.1

      


      


      SUBSCRIPTION
        AGREEMENT

      


      


      


      


      The
        Board
        of Directors

      Recycle
        Tech, Inc.

      7393
        West
        44th
        Ave.

      Wheat
        Ridge, Colorado 80033

        

      


      


      Re:       Acquisition
        of Securities of Recycle Tech, Inc. a Colorado corporation

      (the
        "Company")

      


      Gentlemen:

      


      A.           
        Subscription

      


      The
        undersigned hereby subscribes for Common Shares (the "Shares") in the Company
        according to the terms set forth herein and the terms of that certain Form
        RL
        Disclosure Statement dated  July 27, 2005.

      


      B.           
        Subscriber's Representations and Warranties.

      


      The
        undersigned hereby represents and warrants as follows:

      


      1.           
        Warranties.  In
        connection with your offer of Shares, I represent and warrant that I am over
        the
        age of 21 years; have had an opportunity to ask questions of the principals
        or
        representatives of the Company; that I, individually or together with others
        on
        whom I rely, have such knowledge and experience in financial and business
        affairs that I have the capability of evaluating the merits and risks of
        my
        investment in the Company; that I am financially responsible and able to
        meet my
        obligations hereunder and acknowl­edge that this investment is by its nature
        speculative; that you have made all disclosure and documents pertaining to
        this
        investment available to me and, where requested, to my attorney, accountant
        and
        investment adviser; and that I will not sell my Shares without registration
        under the Securities Act of 1933 or exemption therefrom.

      


      2.           
        Suitability.  I
        represent that I either have such knowledge and experience in financial and
        business matters that I am capable of evaluating the merits and risks of
        my
        investment in the Company or, together with the purchaser representative,
        if
        any, named below, have such knowledge and experience in financial and business
        matters that we are capable of evaluating the merits and risks of my investment
        in the Company; that I relied on my own legal counsel or elected not to rely
        on
        my counsel despite the Company's recommendation that I rely on my own legal
        counsel; and that I am able to bear the economic risk of such investment.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      3.           
        Representations
        by the
        Company. No representations and warranties, oral or otherwise, have been
        made to the undersigned by the Company or any agent, employee or affiliate
        of
        the Company, or any other person whether or not associated with this Offering
        and in entering into this transaction, the undersigned is not relying upon
        any
        information other than that contained in the results of his own investigation.
        

      


      4.           
        Risk. The
        undersigned understands that an investment in the Company involves substantial
        risks.

      


      5.           
        Residency
        Declaration. The undersigned represents and warrants that he is a legal
        resident of the State of Colorado.

      


      6.           
        Restrictions on
        Transferability, and Registration. The undersigned understands that the
        Shares which have been offered are being sold pursuant to an exemption from
        registration under the Securities Act of 1933, as amended, utilizing Rule
        504
        thereof and registration under Colorado law utilizing a Form RL Disclosure
        Document. The undersigned further understands that any transfers to residents
        outside the State of Colorado must be made pursuant to registration or an
        exemption from registration in the transferee's state.

      


      7.           
        Agency
        Determination. No federal or state agency has made any determination as
        to the fairness of the offering for investment purposes, or any recommendations
        or endorsement of the Shares.

      


      C.           
        Miscellaneous.

      


      1.           
        This Agreement shall be governed by and construed in accordance with the
        laws of
        the State of Colorado.

      


      2.           
        This Agreement contains the entire agreement between the parties with respect
        to
        the subject matter hereof. The provisions of this Agreement may not be modified
        or waived except in writing.

      


      3.           
        The headings contained in this Agreement are for convenient reference only,
        and
        they shall not limit or otherwise affect the interpretation of any term or
        provision hereof.

      


      D.           
        Subscription for Shares

      


      Number
        of
        Shares subscribed for: 

      Total
        Payment enclosed: $ .

      


      (Please
        make check payable
        to Community Banks of Colorado, Escrow Agent for Recycle Tech, Inc.)

      


      


      


      


      


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        OF THE PAGE IS INTENTIONALLY LEFT BLANK///

      


      


      


      


      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      


      IN
        WITNESS WHEREOF, the undersigned has executed this Agreement this   day of
 ,
        2005.

      


      


      Signature(s)

      


      


      Name(s)
        of Subscriber(s)

      


      


      


      


      


      


      Address

      


      


      Social
        Security or Tax I.D. No.

      


      


      


      Purchaser
        Representative (if any)

      


      


      Name
        and
        Address

      


      


      ACCEPTANCE

      


      The
        foregoing subscription is hereby accepted and receipt of payment is hereby
        acknowledged with respect to Shares.

      


      Dated:
        

      


      


      


      Recycle
        Tech, Inc.

      


      


      By_______________________________

      Authorized
        Officer