ex41.htm


    Exhibit
      4.1

     

     

    SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
      page hereof between Sunovia Energy Technologies, Inc. (presently known until
      December 17, 2007 as Acadia Resources, Inc.) a Nevada corporation (the
“Company”), and the undersigned (the “Subscriber”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company is conducting a private offering (the “Offering”) consisting of up
      to 100,000,000 shares (the “Shares”) of common stock, $0.001 par value per share
      (“Common Stock”), pursuant to Section 4(2) of the Securities Act of 1933, as
      amended (the “Securities Act”) and Rule 506 promulgated thereunder;
      and

     

    WHEREAS,
      the Subscriber desires to purchase that number of Shares set forth on the
      signature page hereof on the terms and conditions hereinafter set
      forth.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual representations
      and
      covenants hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    
      	
              I.  

            	
              SUBSCRIPTION
                FOR SHARES AND REPRESENTATIONS BY
                SUBSCRIBER

            


    

     

    1.1  Subject
      to the terms and conditions hereinafter set forth and in the Confidential
      Offering Memorandum dated December 12, 2007 (such memorandum, together with
      all
      amendments thereof and supplements and exhibits thereto, the “Memorandum”), the
      Subscriber hereby irrevocably subscribes for and agrees to purchase from the
      Company such number of Shares, and the Company agrees to sell to the Subscriber
      as is set forth on the signature page hereof, at a per share price equal to
      $0.10 per Share.  The purchase price is payable by wire transfer of
      immediately available funds or check payable to the Company to the Company
      pursuant to the wire instructions set forth on Schedule 1.1.

     

    1.2  The
      Subscriber recognizes that the purchase of the Shares involves a high degree
      of
      risk including, but not limited to, the following: (a) the Company has limited
      operating history and requires substantial funds in addition to the proceeds
      of
      the Offering; (b) an investment in the Company is highly speculative, and only
      investors who can afford the loss of their entire investment should consider
      investing in the Company and the Shares; (c) the Subscriber may not be able
      to
      liquidate its investment; (d) transferability of the Shares is extremely
      limited; (e) in the event of a disposition, the Subscriber could sustain the
      loss of its entire investment; (f) the Company has not paid any dividends since
      its inception and does not anticipate paying any dividends; and (g) the Company
      may issue additional securities in the future which have rights and preferences
      that are senior to those of the Common Stock.  Without limiting the
      generality of the representations set forth in Section 1.5 below, the Subscriber
      represents that the Subscriber has carefully reviewed the section of the
      Memorandum captioned “Risk Factors.”

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.3  The
      Subscriber represents that the Subscriber is an “accredited investor” as such
      term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
      the Securities Act, as indicated by the Subscriber’s responses to the questions
      contained in Article VI hereof, and that the Subscriber is able to bear the
      economic risk of an investment in the Shares.

     

    1.4  The
      Subscriber hereby acknowledges and represents that (a) the Subscriber has
      knowledge and experience in business and financial matters, prior investment
      experience, including investment in securities that are non-listed, unregistered
      and/or not traded on a national securities exchange nor on the National
      Association of Securities Dealers, Inc. (the “NASD”) automated quotation system
      (“NASDAQ”), or the Subscriber has employed the services of a “purchaser
      representative” (as defined in Rule 501 of Regulation D), attorney and/or
      accountant to read all of the documents furnished or made available by the
      Company both to the Subscriber and to all other prospective investors in the
      Shares to evaluate the merits and risks of such an investment on the
      Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature
      of this investment; and (c) the Subscriber is able to bear the economic risk
      that the Subscriber hereby assumes.

     

    1.5  The
      Subscriber hereby acknowledges receipt and careful review of this Agreement,
      the
      Memorandum (which includes the Risk Factors), including all exhibits thereto,
      and any documents which may have been made available upon request as reflected
      therein (collectively referred to as the “Offering Materials”) and hereby
      represents that the Subscriber has been furnished by the Company during the
      course of the Offering with all information regarding the Company, the terms
      and
      conditions of the Offering and any additional information that the Subscriber
      has requested or desired to know, and has been afforded the opportunity to
      ask
      questions of and receive answers from duly authorized officers or other
      representatives of the Company concerning the Company and the terms and
      conditions of the Offering.

     

    1.6  (a)           In
      making the decision to invest in the Shares the Subscriber has relied solely
      upon the information provided by the Company in the Offering
      Materials.  To the extent necessary, the Subscriber has retained, at
      its own expense, and relied upon appropriate professional advice regarding
      the
      investment, tax and legal merits and consequences of this Agreement and the
      purchase of the Shares hereunder.  The Subscriber disclaims reliance
      on any statements made or information provided by any person or entity in the
      course of Subscriber’s consideration of an investment in the Shares other than
      the Offering Materials.

     

    (b)          The
      Subscriber represents that (i) the Subscriber was contacted regarding the sale
      of the Shares by the Company (or an authorized agent or representative thereof)
      with whom the Subscriber had a prior substantial pre-existing relationship
      and
      (ii) no Shares were offered or sold to it by means of any form of general
      solicitation or general advertising, and in connection therewith, the Subscriber
      did not (A) receive or review any advertisement, article, notice or other
      communication published in a newspaper or magazine or similar media or broadcast
      over television or radio, whether closed circuit, or generally available; or
      (B)
      attend any seminar meeting or industry investor conference whose attendees
      were
      invited by any general solicitation or general advertising.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.7  The
      Subscriber hereby represents that the Subscriber, either by reason of the
      Subscriber’s business or financial experience or the business or financial
      experience of the Subscriber’s professional advisors (who are unaffiliated with
      and not compensated by the Company or any affiliate or selling agent of the
      Company, directly or indirectly), has the capacity to protect the Subscriber’s
      own interests in connection with the transaction contemplated
      hereby.

     

    1.8  The
      Subscriber hereby acknowledges that the Offering has not been reviewed by the
      United States Securities and Exchange Commission (the “SEC”) nor any state
      regulatory authority since the Offering is intended to be exempt from the
      registration requirements of Section 5 of the Securities Act, pursuant to
      Regulation D.  The Subscriber understands that the Shares have not
      been registered under the Securities Act or under any state securities or “blue
      sky” laws and agrees not to sell, pledge, assign or otherwise transfer or
      dispose of the Shares unless they are registered under the Securities Act and
      under any applicable state securities or “blue sky” laws or unless an exemption
      from such registration is available.

     

    1.9  The
      Subscriber understands that the Shares have not been registered under the
      Securities Act by reason of a claimed exemption under the provisions of the
      Securities Act that depends, in part, upon the Subscriber’s investment
      intention.  In this connection, the Subscriber hereby represents that
      the Subscriber is purchasing the Shares for the Subscriber’s own account for
      investment and not with a view toward the resale or distribution to
      others.  The Subscriber, if an entity, further represents that it was
      not formed for the purpose of purchasing the Shares.

     

    1.10  The
      Subscriber understands that the common stock issuable upon conversion of the
      Common Stock is quoted on the OTC Bulletin Board and that there is a limited
      market for the Common Stock.  The Subscriber understands that even if
      a public market develops for the Common Stock, Rule 144 (“Rule 144”) promulgated
      under the Securities Act requires for non-affiliates, among other conditions,
      a
      holding period prior to the resale (in limited amounts) of securities acquired
      in a non-public offering without having to satisfy the registration requirements
      under the Securities Act. The Securities and Exchange Commission voted in
      November, 2007 to reduce such a holding period to six months and is in the
      process of finalizing the rules related to Rule 144 as of the drafting of this
      Agreement. The Subscriber understands and hereby acknowledges that the Company
      is under no obligation to register any of the Shares under the Securities Act
      or
      any state securities or “blue sky” laws.

     

    1.11  The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Shares and any shares of common stock issuable upon
      conversion of the Common Stock that such securities have not been registered
      under the Securities Act or any state securities or “blue sky” laws and setting
      forth or referring to the restrictions on transferability and sale thereof
      contained in this Agreement.  The Subscriber is aware that the Company
      will make a notation in its appropriate records with respect to the restrictions
      on the transferability of such Shares. The legend to be placed on each
      certificate shall be in form substantially similar to the
      following:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
      SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
      COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY
      HAS
      RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND
      ITS
      COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    1.12  The
      Subscriber understands that the Company will review this Agreement and is hereby
      given authority by the Subscriber to call Subscriber’s bank or place of
      employment or otherwise review the financial standing of the Subscriber; and
      it
      is further agreed that the Company, at its sole discretion, reserves the
      unrestricted right, without further documentation or agreement on the part
      of
      the Subscriber, to reject or limit any subscription, to accept subscriptions
      for
      fractional Shares and to close the Offering to the Subscriber at any time and
      that the Company will issue stop transfer instructions to its transfer agent
      with respect to such Shares.

     

    1.13  The
      Subscriber hereby represents that the address of the Subscriber furnished by
      Subscriber on the signature page hereof is the Subscriber’s principal residence
      if Subscriber is an individual or its principal business address if it is a
      corporation or other entity.

     

    1.14  The
      Subscriber represents that the Subscriber has full power and authority
      (corporate, statutory and otherwise) to execute and deliver this Agreement
      and
      to purchase the Shares.  This Agreement constitutes the legal, valid
      and binding obligation of the Subscriber, enforceable against the Subscriber
      in
      accordance with its terms.

     

    1.15  If
      the
      Subscriber is a corporation, partnership, limited liability company, trust,
      employee benefit plan, individual retirement account, Keogh Plan, or other
      tax-exempt entity, it is authorized and qualified to invest in the Company
      and
      the person signing this Agreement on behalf of such entity has been duly
      authorized by such entity to do so.

     

    1.16  The
      Subscriber acknowledges that he, she or it are not Registered Representative
      of
      an NASD member firm or an NASD firm.

     

    1.17  The
      Subscriber acknowledges that at such time, if ever, as the Shares are
      registered, sales of the Shares will be subject to state securities
      laws.

     

    1.18    
      (a)      
          The Subscriber agrees not to issue any public statement
      with respect to the Subscriber’s investment or proposed investment in the
      Company or the terms of any agreement or covenant between them and the Company
      without the Company’s prior written consent, except such disclosures as may be
      required under applicable law or under any applicable order, rule or
      regulation.

     

    (b)          
      The
      Company agrees not to disclose the names, addresses or any other information
      about the Subscribers, except as required by law; provided, that the Company
      may
      use the name of the Subscriber for any offering or in any registration statement
      filed.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    1.19  The
      Subscriber agrees to hold the Company and its directors, officers, employees,
      affiliates, controlling persons and agents and their respective heirs,
      representatives, successors and assigns harmless and to indemnify them against
      all liabilities, costs and expenses incurred by them as a result of (a) any
      sale
      or distribution of the Shares by the Subscriber in violation of the Securities
      Act or any applicable state securities or “blue sky” laws; or (b) any false
      representation or warranty or any breach or failure by the Subscriber to comply
      with any covenant made by the Subscriber in this Agreement (including the
      Confidential Investor Questionnaire contained in Article VI herein) or any
      other
      document furnished by the Subscriber to any of the foregoing in connection
      with
      this transaction.

     

    


    
      	
              II.  

            	
              REPRESENTATIONS
                BY AND COVENANTS OF THE COMPANY

            


    

     

    The
      Company hereby represents and warrants to the Subscriber that:

     

    2.1        
      Organization,
      Good Standing and Qualification.  The Company is a corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Nevada and has full corporate power and authority to conduct its
      business.

     

    2.2        
      Capitalization
      and Voting Rights.  The authorized, issued and outstanding capital
      stock of the Company is as set forth in the Company’s reports filed with the
      Securities and Exchange Commission pursuant to the Securities Exchange Act
      of
      1934 (the “34 Act Reports”) and all issued and outstanding shares of the Company
      are validly issued, fully paid and nonassessable.

     

    2.3        
      Authorization;
      Enforceability.  The Company has all corporate right, power and
      authority to enter into this Agreement and to consummate the transactions
      contemplated hereby.  All corporate action on the part of the Company,
      its directors and stockholders necessary for the (a) authorization execution,
      delivery and performance of this Agreement by the Company; and (b)
      authorization, sale, issuance and delivery of the Shares contemplated hereby
      and
      the performance of the Company’s obligations hereunder has been
      taken.  This Agreement has been duly executed and delivered by the
      Company and constitutes a legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, subject to laws
      of
      general application relating to bankruptcy, insolvency and the relief of debtors
      and rules of law governing specific performance, injunctive relief or other
      equitable remedies, and to limitations of public policy.  The Shares,
      when issued and fully paid for in accordance with the terms of this Agreement,
      will be validly issued, fully paid and nonassessable.  The issuance
      and sale of the Shares contemplated hereby will not give rise to any preemptive
      rights or rights of first refusal on behalf of any person which have not been
      waived in connection with this offering.

     

    2.4        
      No
      Conflict; Governmental Consents.

     

    (a)         
      The
      execution and delivery by the Company of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the violation of any
      material law, statute, rule, regulation, order, writ, injunction, judgment
      or
      decree of any court or governmental authority to or by which the Company is
      bound, or of any provision of the Articles of Incorporation or Bylaws of the
      Company, and will not conflict with, or result in a material breach or violation
      of, any of the terms or provisions of, or constitute (with due notice or lapse
      of time or both) a default under, any lease, loan agreement, mortgage, security
      agreement, trust indenture or other agreement or instrument to which the Company
      is a party or by which it is bound or to which any of its properties or assets
      is subject, nor result in the creation or imposition of any lien upon any of
      the
      properties or assets of the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)         
      No
      consent, approval, authorization or other order of any governmental authority
      is
      required to be obtained by the Company in connection with the authorization,
      execution and delivery of this Agreement or with the authorization, issue and
      sale of the Shares, except such filings as may be required to be made with
      the
      SEC, NASD, NASDAQ and with any state or foreign blue sky or securities
      regulatory authority.

     

    2.5        
      Licenses.  Except
      as otherwise set forth in the 34 Act Reports, the Company has sufficient
      licenses, permits and other governmental authorizations currently required
      for
      the conduct of its business or ownership of properties and is in all material
      respects in compliance therewith.

     

    2.6        
      Litigation.  Except
      as set forth in the 34 Act Reports, the Company knows of no pending or
      threatened legal or governmental proceedings against the Company which could
      materially adversely affect the business, property, financial condition or
      operations of the Company or which materially and adversely questions the
      validity of this Agreement or any agreements related to the transactions
      contemplated hereby or the right of the Company to enter into any of such
      agreements, or to consummate the transactions contemplated hereby or thereby.
      The Company is not a party or subject to the provisions of any order, writ,
      injunction, judgment or decree of any court or government agency or
      instrumentality which could materially adversely affect the business, property,
      financial condition or operations of the Company. There is no action, suit,
      proceeding or investigation by the Company currently pending in any court or
      before any arbitrator or that the Company intends to initiate.

     

    2.7         Disclosure.  The
      information set forth in the Offering Materials as of the date hereof contains
      no untrue statement of a material fact nor omits to state a material fact
      necessary in order to make the statements contained therein, in light of the
      circumstances under which they were made, not misleading.

     

    2.8         Investment
      Company.  The Company is not an “investment company” within the
      meaning of such term under the Investment Company Act of 1940, as amended,
      and
      the rules and regulations of the SEC thereunder.

     

    2.9        
      Brokers.  Neither
      the Company nor any of the Company's officers, directors, employees or
      stockholders has employed or engaged any broker or finder in connection with
      the
      transactions contemplated by this Agreement and no fee or other compensation
      is
      or will be due and owing to any broker, finder, underwriter, placement agent
      or
      similar person in connection with the transactions contemplated by this
      Agreement.  The Company is not party to any agreement, arrangement or
      understanding whereby any person has an exclusive right to raise funds and/or
      place or purchase any debt or equity securities for or on behalf of the
      Company.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    2.10      
      Intellectual
      Property.

     

    (a)           To
      the
      best of its knowledge, the Company owns or possesses sufficient legal rights
      to
      all patents, trademarks, service marks, trade names, copyrights, trade secrets,
      licenses, information and other proprietary rights and processes necessary
      for
      its business as now conducted and as presently proposed to be conducted, without
      any known infringement of the rights of others.  Except as disclosed
      in the Memorandum, there are no material outstanding options, licenses or
      agreements of any kind relating to the foregoing proprietary rights, nor is
      the
      Company bound by or a party to any material options, licenses or agreements
      of
      any kind with respect to the patents, trademarks, service marks, trade names,
      copyrights, trade secrets, licenses, information and other proprietary rights
      and processes of any other person or entity other than such licenses or
      agreements arising from the purchase of “off the shelf” or standard
      products.  The Company has not received any written communications
      alleging that the Company has violated or, by conducting its business as
      presently proposed to be conducted, would violate any of the patents,
      trademarks, service marks, trade names, copyrights or trade secrets or other
      proprietary rights of any other person or entity.

     

    (b)         
      Except
      as
      disclosed in the 34 Act Reports, the Company is not aware that any of its
      employees is obligated under any contract (including licenses, covenants or
      commitments of any nature) or other agreement, or subject to any judgment,
      decree or order of any court or administrative agency, that would interfere
      with
      their duties to the Company or that would conflict with the Company’s business
      as presently conducted.

     

    (c)           Neither
      the execution nor delivery of this Agreement, nor the carrying on of the
      Company’s business by the employees of the Company, nor the conduct of the
      Company’s business as presently conducted, will, to the Company’s knowledge,
      conflict with or result in a breach of the terms, conditions or provisions
      of,
      or constitute a default under, any contract, covenant or instrument under which
      any employee is now obligated.

     

    (d)         
      To
      the
      Company’s knowledge, no employee of the Company, nor any consultant with whom
      the Company has contracted, is in violation of any term of any employment
      contract, proprietary information agreement or any other agreement relating
      to
      the right of any such individual to be employed by, or to contract with, the
      Company because of the nature of the business conducted by the Company; and
      to
      the Company’s knowledge the continued employment by the Company of its present
      employees, and the performance of the Company’s contracts with its independent
      contractors, will not result in any such violation.  The Company has
      not received any written notice alleging that any such violation has
      occurred.  Except as described in the Memorandum, no employee of the
      Company has been granted the right to continued employment by the Company or
      to
      any compensation following termination of employment with the Company except
      for
      any of the same which would not have a material adverse effect on the business
      of the Company.  The Company is not aware that any officer, key
      employee or group of employees intends to terminate his, her or their employment
      with the Company, nor does the Company have a present intention to terminate
      the
      employment of any officer, key employee or group of employees.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    2.11  Title
      to Properties and Assets; Liens, Etc.  Except as described in the
      34 Act Reports, the Company has good and marketable title to its properties
      and
      assets, including the properties and assets reflected in the most recent balance
      sheet included in the Company’s financial statements, and good title to its
      leasehold estates, in each case subject to no mortgage, pledge, lien, lease,
      encumbrance or charge, other than (a) those resulting from taxes which have
      not
      yet become delinquent; (b) liens and encumbrances which do not materially
      detract from the value of the property subject thereto or materially impair
      the
      operations of the Company; and (c) those that have otherwise arisen in the
      ordinary course of business.  The Company is in compliance with all
      material terms of each lease to which it is a party or is otherwise
      bound.

     

    


    
      	
              III.  

            	
              TERMS
                OF SUBSCRIPTION

            


    

     

    3.1  All
      funds
      shall be submitted directly to the Company’s account identified in Section 1.1
      hereof.

     

    3.2  Certificates
      representing the Common Stock purchased by the Subscriber pursuant to this
      Agreement will be prepared for delivery to the Subscriber within 15 business
      days following the closing, the timing of which is at the Company’s sole
      discretion, at which such purchase takes place. The Subscriber hereby authorizes
      and directs the Company to deliver the certificates representing the Common
      Stock purchased by the Subscriber pursuant to this Agreement directly to the
      Subscriber’s residential or business address indicated on the signature page
      hereto.

     

    
      	
              IV.  

            	
              CONDITIONS
                TO OBLIGATIONS OF THE
                SUBSCRIBERS

            


    

     

    4.1  The
      Subscriber’s obligation to purchase the Shares at the closing at which such
      purchase is to be consummated is subject to the fulfillment on or prior to
      such
      closing of the following conditions, which conditions may be waived at the
      option of each Subscriber to the extent permitted by law:

     

    (a)  Covenants.  All
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Company on or prior to the date of such closing shall have been performed
      or complied with in all material respects.

     

    (b)  No
      Legal Order Pending.  There shall not then be in effect any legal
      or other order enjoining or restraining the transactions contemplated by this
      Agreement.

     

    (c)  No
      Law
      Prohibiting or Restricting Such Sale.  There shall not be in
      effect any law, rule or regulation prohibiting or restricting such sale or
      requiring any consent or approval of any person, which shall not have been
      obtained, to issue the Shares (except as otherwise provided in this
      Agreement).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              V.  

            	
              MISCELLANEOUS

            


    

     

    5.1  Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      or
      delivered by hand against written receipt therefor, addressed as
      follows:

     

    if
      to the
      Company, to it at:

     

    Sunovia
      Energy Technologies, Inc.

    6408
      Parkland Drive, Suite 104

    Sarasota,
      Fl 34243

    Attn:  Carl
      Smith, CEO

    


    if
      to the
      Subscriber, to the Subscriber’s address indicated on the signature page of this
      Agreement.

     

    Notices
      shall be deemed to have been given or delivered on the date of mailing, except
      notices of change of address, which shall be deemed to have been given or
      delivered when received.

     

    5.2  Except
      as
      otherwise provided herein, this Agreement shall not be changed, modified or
      amended except by a writing signed by the parties to be charged, and this
      Agreement may not be discharged except by performance in accordance with its
      terms or by a writing signed by the party to be charged.

     

    5.3  Subject
      to the provisions of Section 5.10, this Agreement shall be binding upon and
      inure to the benefit of the parties hereto and to their respective heirs, legal
      representatives, successors and assigns.  This Agreement sets forth
      the entire agreement and understanding between the parties as to the subject
      matter hereof and merges and supersedes all prior discussions, agreements and
      understandings of any and every nature among them.

     

    5.4  Upon
      the
      execution and delivery of this Agreement by the Subscriber, this Agreement
      shall
      become a binding obligation of the Subscriber with respect to the purchase
      of
      Shares as herein provided, subject, however, to the right hereby reserved by
      the
      Company to enter into the same agreements with other subscribers and to add
      and/or delete other persons as subscribers.

     

    5.5  NOTWITHSTANDING
      THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
      THE
      PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
      WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW.  IN THE
      EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING
      DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE COURTS STATE OF
      NEW
      YORK IN AND FOR THE COUNTY OF NEW YORK OR THE FEDERAL COURTS FOR SUCH STATE
      AND
      COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY CONSENT
      TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5.6  In
      order
      to discourage frivolous claims the parties agree that unless a claimant in
      any
      proceeding arising out of this Agreement succeeds in establishing his claim
      and
      recovering a judgment against another party (regardless of whether such claimant
      succeeds against one of the other parties to the action), then the other party
      shall be entitled to recover from such claimant all of its/their reasonable
      legal costs and expenses relating to such proceeding and/or incurred in
      preparation therefor.

     

    5.7  The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect.  If any
      provision of this Agreement shall be declared by a court of competent
      jurisdiction to be invalid, illegal or incapable of being enforced in whole
      or
      in part, such provision shall be interpreted so as to remain enforceable to
      the
      maximum extent permissible consistent with applicable law and the remaining
      conditions and provisions or portions thereof shall nevertheless remain in
      full
      force and effect and enforceable to the extent they are valid, legal and
      enforceable, and no provisions shall be deemed dependent upon any other covenant
      or provision unless so expressed herein.

     

    5.8        It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

     

    5.9  The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    5.10   
      This
      Agreement may be executed in two or more counterparts each of which shall be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument.

     

    5.11   
      Nothing
      in this Agreement shall create or be deemed to create any rights in any person
      or entity not a party to this Agreement, except for the holders of Registrable
      Securities.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
              VI.  

            	
              CONFIDENTIAL
                INVESTOR QUESTIONNAIRE

            


    

     

    6.1  The
      Subscriber represents and warrants that he, she or it comes within one category
      marked below, and that for any category marked, he, she or it has truthfully
      set
      forth, where applicable, the factual basis or reason the Subscriber comes within
      that category.  ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE
      KEPT STRICTLY CONFIDENTIAL.  The undersigned agrees to furnish any
      additional information which the Company deems necessary in order to verify
      the
      answers set forth below.

     

    
      	
              Category
                A  __

            	
              The
                undersigned is an individual (not a partnership, corporation, etc.)
                whose
                individual net worth, or joint net worth with his or her spouse,
                presently
                exceeds $1,000,000.

            


    

    


    Explanation.  In
      calculating net worth you may include equity in personal property and real
      estate, including your principal residence, cash, short-term investments, stock
      and securities.  Equity in personal property and real estate should be
      based on the fair market value of such property less debt secured by such
      property.

    


    
      	
              Category
                B  __

            	
              The
                undersigned is an individual (not a partnership, corporation, etc.)
                who
                had an income in excess of $200,000 in each of the two most recent
                years,
                or joint income with his or her spouse in excess of $300,000 in each
                of
                those years (in each case including foreign income, tax exempt income
                and
                full amount of capital gains and losses but excluding any income
                of other
                family members and any unrealized capital appreciation) and has a
                reasonable expectation of reaching the same income level in the current
                year.

            


    

    


    
      	
              Category
                C  __

            	
              The
                undersigned is a director or executive officer of the Company which
                is
                issuing and selling the Shares.

            


    

    


    
      	
              Category
                D  __

            	
              The
                undersigned is a bank; a savings and loan association; insurance
                company;
                registered investment company; registered business development company;
                licensed small business investment company (“SBIC”); or employee benefit
                plan within the meaning of Title 1 of ERISA and (a) the investment
                decision is made by a plan fiduciary which is either a bank, savings
                and
                loan association, insurance company or registered investment advisor,
                or
                (b) the plan has total assets in excess of $5,000,000 or (c) is a
                self
                directed plan with investment decisions made solely by persons that
                are
                accredited investors. (describe entity)

            


      	 	 


    

    
      	 	 


    

    
      	 	 


    

     

    
      	
              Category
                E  __

            	
              The
                undersigned is a private business development company as defined
                in
                section 202(a) (22) of the Investment Advisors Act of 1940. (describe
                entity)

            


    

     

    
      	 	 


    

    
      	 	 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              Category
                F  __

            	
              The
                undersigned is either a corporation, partnership, Massachusetts business
                trust, or non-profit organization within the meaning of Section 501(c)
                (3)
                of the Internal Revenue Code, in each case not formed for the specific
                purpose of acquiring the Shares and with total assets in excess of
                $5,000,000. (describe entity)

            


    

     

    
      
        	 	 


      

      
        	 	 


      

    

    


    
      	
              Category
                G  __

            	
              The
                undersigned is a trust with total assets in excess of $5,000,000,
                not
                formed for the specific purpose of acquiring the Shares, where the
                purchase is directed by a “sophisticated investor” as defined in
                Regulation 506(b)(2)(ii) under the
                Act.

            


    

     

    


    
      	
              Category
                H  __

            	
              The
                undersigned is an entity (other than a trust) in which all of the
                equity
                owners are “accredited investors” within one or more of the above
                categories.  If relying upon this Category alone, each equity
                owner must complete a separate copy of this
                Agreement.  (describe
                entity)

            


    

     

    
      
        	 	 


      

      
        	 	 


      

       

    

    
      	
              Category
                I  __

            	
              The
                undersigned is not within any of the categories above and is therefore
                not
                an accredited investor.

            


    

     

    The
      undersigned agrees that the undersigned will notify the Company at any time
      on
      or prior to the closing in the event that the representations and warranties
      in
      this Agreement shall cease to be true, accurate and complete.

     

    6.2  SUITABILITY
      (please answer each question)

     

    (a)           For
      an individual Subscriber, please describe your current employment, including
      the
      company by which you are employed and its principal business:

    
       

      
        	 	 


      

      
        	 	 


        	 	 


        	 	 


      

       

    

    (b)           For
      an individual Subscriber, please describe any college or graduate degrees held
      by you:

     

    
      
        	 	 


      

      
        	 	 


        	 	 


        	 	 


      

       

    

    (c)           For
      all Subscribers, please list types of prior investments:

    
       

      
        	 	 


      

      
        	 	 


        	 	 


        	 	 


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

    

    (d)           For
      all Subscribers, please state whether you have participated in other private
      placements before:

     

    YES_______                                                      NO_______

    (e)           If
      your answer to question (d) above was “YES”, please indicate frequency of such
      prior participation in private placements of:

     

    
      	 	
               

              Public

              Companies

            	 	
               

              Private

              Companies

            	 	
              Public
                or Private Companies

              with
                no, or insignificant,

              assets
                and operations

               

            
	
              Frequently

            	 	 	 	 	 
	
              Occasionally

            	 	 	 	 	 
	
              Never

            	 	 	 	 	 


    

    


    (f)           For
      individual Subscribers, do you expect your current level of income to
      significantly decrease in the foreseeable future:

     

    YES_______                                                      NO_______

     

    (g)           For
      trust, corporate, partnership and other institutional Subscribers, do you expect
      your total assets to significantly decrease in the foreseeable
      future:

     

    YES_______                                                      NO_______

     

    (h)           For
      all Subscribers, do you have any other investments or contingent liabilities
      which you reasonably anticipate could cause you to need sudden cash requirements
      in excess of cash readily available to you:

     

    YES_______                                                      NO_______

     

    (i)           For
      all Subscribers, are you familiar with the risk aspects and the non-liquidity
      of
      investments such as the securities for which you seek to subscribe?

     

    YES_______                                                      NO_______

    (j)           
      For all Subscribers, do you understand that there is no guarantee of financial
      return on this investment and that you run the risk of losing your entire
      investment?

     

    YES_______                                                      NO_______

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    6.3  MANNER
      IN WHICH TITLE IS TO BE HELD.  (circle one)

     

    (a)           Individual
      Ownership

    (b)           Community
      Property

    (c)           Joint
      Tenant with Right of

    Survivorship
      (both
      parties

    must
      sign)

    (d)           Partnership*

    (e)           Tenants
      in Common

    (f)           Company*

    (g)           Trust*

    (h)           Other*

    *If
      Securities are being subscribed for by an entity, the attached Certificate
      of
      Signatory must also be completed.

     

    6.4  The
      undersigned is informed of the significance to the Company of the foregoing
      representations and answers contained in the Confidential Investor Questionnaire
      contained in this Article VI and such answers have been provided under the
      assumption that the Company will rely on them.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    NUMBER
      OF SHARES _________ X $0.10  = $_________ (the “Purchase
      Price”)

    


    


    
      	 	 	 	 
	Signature 	 	Signature
              (if purchasing jointly)	 
	 	 	 	 
	 	 	 	 
	Name
              Typed or Printed 	 	Name
              Typed or Printed	 
	 	 	 	 
	 	 	 	 
	
              Title
                (if Subscriber is an Entity)

            	 	Title
              (if Subscriber is an Entity)	 
	 	 	 	 
	 	 	 	 
	Entity
              Name (if applicable) 	 	Entity
              Name (if applicable)	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Address	 	Address	 
	 	 	 	 
	 	 	 	 
	City,
              State and Zip Code 	 	City,
              State and Zip Code	 
	 	 	 	 
	 	 	 	 
	Telephone-Business   	 	Telephone-Business	 
	 	 	 	 
	 	 	 	 
	Telephone-Residence     	 	Telephone-Residence	 
	 	 	 	 
	 	 	 	 
	Facsimile-Business    	 	Facsimile-Business	 
	 	 	 	 
	 	 	 	 
	Facsimile-Residence	 	Facsimile-Residence	 
	 	 	 	 
	 	 	 	 
	Tax
              ID # or Social Security # 	 	Tax
              ID # or Social Security #	 
	 	 	 	 
	
              Name
                in which securities should be
                issued:       

            	 	 	 


    

                                                                                  

     

    Dated:                                   
      , 2007

    


    This
      Subscription Agreement is agreed to and accepted as of
      ________________ , 2007.

     

    
      	 	 	Sunovia
              Energy Technologies, Inc.	 
	 	 	 	 
	
              Date

            	
              By:
                

            	/s/ 	 
	 	Name:	 	 
	 	Title: 	 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    CERTIFICATE
      OF SIGNATORY

    


    (To
      be
      completed if Securities are

    being
      subscribed for by an entity)

    


    


    I,
      ____________________________, am the ____________________________ of
      __________________________________________ (the “Entity”).

    


    I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Subscription Agreement and to purchase and hold the shares
      of
      Common Stock, and certify further that the Subscription Agreement has been
      duly
      and validly executed on behalf of the Entity and constitutes a legal and binding
      obligation of the Entity.

    


    IN
      WITNESS WHEREOF, I have set my hand this ________ day of _________________,
      200_

    


    


    _______________________________________

    (Signature)

    



    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      1.1

     

     

    
      	Account
              Name	Sunovia
              Energy Technologies, Inc.
	Account
              #  	229012853107
	ABA
              # 	026009593 
	Bank  	Bank
              of America  
	Address:  	Sarasota,
              Florida  


    

     

     

     

     

    17