EXHIBIT 10.55


                             SUBSCRIPTION AGREEMENT


THIS AGREEMENT MADE EFFECTIVE AS OF FEBRUARY 25, 2002 (the "Effective Date").

BETWEEN:

          E*Comnetrix  Inc., a Canada Business  Corporations  Act company;
          (the "Company")

AND:

          Mark Smith, an individual
          (the "Purchaser")

WHEREAS:

A. The  Purchaser  wishes to subscribe  for common shares of the Company for the
total purchase price of US$50,000 (the "Subscription");

B. The parties have agreed that the  subscription  price of the shares purchased
shall be $0.05 USD per share  reflecting a market price  discount to account for
certain  restrictions  imposed  on  the  transfer  and  sale  of the  Shares  by
Regulation S, promulgated under the Securities Act of 1933, as amended;

C. It is the intention of the parties to this Agreement  that this  Subscription
will  be  made  pursuant  to  appropriate   exemptions  from  the   registration
requirements under all rules, policies,  notices,  orders and legislation of any
kind of all jurisdictions applicable to this Subscription;

NOW,  THEREFORE,  THIS AGREEMENT  WITNESSES that in  consideration of the mutual
covenants  and  agreements  herein  contained,  the  receipt  of which is hereby
acknowledged, the parties covenant and agree with each other as follows:


1. The Purchaser hereby  irrevocably  subscribes for and agrees to purchase from
the  Company,  shares of common  stock  (the  "Shares")  of the  Company  for an
aggregate consideration of US$ 50,000 (the "Subscription Price").

2. The subscription price per Share shall $0.05 per share.

3. The Purchaser acknowledges that this subscription is subject to acceptance by
the  Company.  The  Company  may also  accept  this  subscription  in part.  The
Purchaser  agrees that if this  subscription  is not accepted in full, any funds
related to the portion of this subscription not accepted will be returned to the
Purchaser, without interest.

4. By  executing  this  subscription,  the  Purchaser  represents,  warrants and
covenants to the Company (and  acknowledges that the Company is relying thereon)
that:

     (a)  it has been independently advised as to the applicable hold period and
          restrictions  with respect to trading imposed in respect of the Shares
          by securities legislation in the jurisdiction in which it resides, and
          confirms  that  no   representation   has  been  made  respecting  the
          applicable  hold  periods for the Shares and is aware of the risks and
          other characteristics of the Shares and of the fact that the Purchaser
          may not be  able to  resell  the  Shares  except  in  accordance  with
          applicable securities legislation and regulatory policy;


<PAGE>

     (b)  it has concurrently  executed and delivered a Certificate of Qualified
          Investor in the form attached as Schedule "A" to this subscription and
          all represents, warrants and covenants are hereby incorporated to this
          Agreement by reference;

     (c)  if required by applicable securities  legislation,  policy or order or
          by any  securities  commission,  stock  exchange  or other  regulatory
          authority,  the Purchaser  will execute,  deliver,  file and otherwise
          assist the  Company in filing  such  reports,  undertakings  and other
          documents with respect to the issue of the Shares as may be required;

     (d)  this  Agreement  has been duly and validly  authorized,  executed  and
          delivered by and constitutes a legal,  valid,  binding and enforceable
          obligation of the Purchaser upon acceptance of the Company;

     (e)  the Shares are not being  subscribed  for by the Purchaser as a result
          of any material  information  about the Company's affairs that has not
          been publicly disclosed;

     (f)  it has been informed that:

          a.   no securities  commission,  stock exchange or similar  regulatory
               authority has reviewed or passed on the merits of the Shares;

          b.   there is no government or other insurance covering the Shares;

          c.   there are substantial  risks  associated with the purchase of the
               Shares; and

     (g)  the Purchaser  agrees that the above  representations,  warranties and
          covenants  will be true and correct  both as of the  execution of this
          subscription  and as of the Closing (as hereinafter  defined) and will
          survive the completion of the issuance of the Shares.

5. The  foregoing  representations,  warranties  and  covenants  are made by the
Purchaser  with  the  intent  that  they  be  relied  upon  in  determining  its
suitability  as a  purchaser  of  Shares  and the  Purchaser  hereby  agrees  to
indemnify the Company against all losses, claims, costs, expenses and damages or
liabilities  which  any of them may  suffer  or incur  caused  or  arising  from
reliance thereon.  The Purchaser undertakes to notify the Company immediately at
the address of 2000 Powell St., Ste. 1205,  Emeryville,  California 94608 of any
change in any  representation,  warranty  or other  information  relating to the
Purchaser set forth herein which takes place prior to the Closing.

6. The sale of the Shares will be completed at the Vancouver offices of Catalyst
Corporate Finance Lawyers, 1100 - 1055 West Hastings Street, Vancouver,  British
Columbia,  Canada V6E 2E9,  counsel  for the  Company,  at 9:00 a.m.  (Vancouver
Time),  or such  other  time as the  Company  and the  Purchaser  may agree (the
"Closing"),  on  February  29,  2000,  or such other date as the Company and the
Purchaser may agree (the "Closing Date").

7. The  Purchaser  agrees to deliver  to the  Company  not later than 5 p.m.  on
February  28, 2000 (or two days before the Closing  Date if such date is changed
in accordance with section 6 above and  communicated to the subscriber) (a) this
duly completed and executed  subscription  form, and (b) such other documents as
may be requested as  contemplated  by paragraph  4(c) hereof.  In addition,  the
Purchaser  will  arrange for the payment of the  Subscription  Price in a manner
acceptable to the Company on or before 5 p.m.  (Vancouver  Time) on February 29,
2000 (or one day before the Closing  Date if such date is changed in  accordance
with section 6 above and communicated to the subscriber).

8. The  contract  arising  out of the  acceptance  of this  subscription  by the
Company shall be governed by and  construed in  accordance  with the laws of the
province of British  Columbia and the laws of Canada  applicable in the province
of British  Columbia and represents  the entire  agreement of the parties hereto
relating to the subject matter hereof. Time shall be of the essence hereof.


<PAGE>

9. The covenants,  representations and warranties contained herein shall survive
the closing of the transactions contemplated hereby.

The Company  shall be  entitled to rely on delivery of a facsimile  copy of this
subscription,  and  acceptance  by the  Company  of a  facsimile  copy  of  this
subscription  shall  create a legal,  valid and  binding  agreement  between the
Purchaser and the Company in accordance with the terms hereof.

DATED at Emeryville, this 25h day of February, 2002.

Number of Shares: To Be Determined

Total Subscription Price:  US$50,000



--------------------------------------         ---------------------------------
(Name of Subscriber - please print)            (Subscriber's Address)
Mark Smith                                     220 S. Rock Rd., Ste. 9

--------------------------------------         ---------------------------------
(Authorized Signature)
                                               Reno, Nevada, 89502
--------------------------------------         ---------------------------------
(Official Capacity or Title -
  please print)

--------------------------------------         ---------------------------------
(Please print name of individual whose         (Telephone Number)
signature appears above if different
than the name of the subscriber printed
above.)                                        ---------------------------------
                                               (Facsimile Number)



Registration Instructions:                     Delivery Instructions:
--------------------------                     ----------------------

Mark Smith                                     Mark Smith
--------------------------------------         ---------------------------------
Name                                           Account Reference, if Applicable
                                               c/o Ecomnetrix
--------------------------------------         ---------------------------------
Account reference, if applicable               Contact Name
220 S. Rock Rd., Ste. 9                        2000 Powell St., Ste. 1205
--------------------------------------         ---------------------------------
Address                                        Address
                                               Emeryville, Ca 94608
                                               ---------------------------------
                                               Telephone Number
                                               510-985-1033
                                               ---------------------------------
                                               Facsimile Number
                                               510-985-1725


                                   ACCEPTANCE

The Company hereby accepts the above subscription as of this 25th day of
February, 2002.


                                       EC*Comnetrix, Inc..


                                       Per: /s/ J. Erik Mustad
                                            ------------------------------------
                                            J. Erik Mustad, Chairman./CEO
                                            on behalf of the Board of Directors



<PAGE>


                   SCHEDULE "A" TO THE SUBSCRIPTION AGREEMENT

                        CERTIFICATE OF QUALIFIED INVESTOR



TO:   E*Comnetrix, Inc., a Canada Business Corporations Act company
      (the "Company")


1. The Purchaser  understands  and agrees that the Shares have not been and will
not be  registered  under the United States  Securities  Act of 1933, as amended
(the "1933  Act"),  and the Shares are being  offered  and sold on behalf of the
Company, by the United States affiliate of the Underwriters, to the Purchaser in
reliance upon Regulation S under the 1933 Act.

2. The  Purchaser  represents,  warrants and covenants  (which  representations,
warranties  and  covenants  shall  survive  the  Closing)  to the  Company  (and
acknowledges that the Company is relying thereon) that:

     (a)  it has such knowledge and experience in financial and business matters
          as to be capable of evaluating the merits, and risks of the investment
          and it is able to bear the economic risk of loss of the investment;

     (b)  it is purchasing  the Shares for its own account or for the account of
          one or more persons for  investment  purposes only and not with a view
          to resale or distribution  and, in particular,  it has no intention to
          distribute  either  directly  or  indirectly  any of the Shares in the
          United  States  or  to  U.S.  persons;  provided,  however,  that  the
          Purchaser may sell or otherwise  dispose of any of the Shares pursuant
          to  registration  thereof  pursuant to the 1933 Act and any applicable
          state  securities  laws or under an exemption  from such  registration
          requirements;

     (c)  it , and if applicable, each person for whose account it is purchasing
          the Shares:

          (i)  is not a "U.S.  Person,"  as such term is  defined by Rule 902 of
               Regulation  S  under  the  1933  Act  (the  definition  of  which
               includes,  but is not limited to, an  individual  resident in the
               United  States  and an estate or trust of which any  executor  or
               administrator or trustee,  respectively, is a U.S. Person and any
               partnership or corporation  organized or  incorporated  under the
               laws of the United States);

          (ii) was  outside  the  United  States  at the time of  execution  and
               delivery of the Agreement;

          (iii)no offers to sell the  Securities  were made by any person to the
               Purchaser while the Purchaser was in the United States;

          (iv) the  Securities are not being  acquired,  directly or indirectly,
               for the  account or  benefit of a U.S.  Person or a person in the
               United States;

          (v)  acknowledges  that the Securities have not been registered  under
               the 1933 Act,  and the Place  undertakes  and agrees that it will
               not offer or sell the Securities  unless such Securities are sold
               in  accordance   with  Regulation  S  under  the  1933  Act,  the
               Securities are  registered  under the 1933 Act and the securities
               laws of all  applicable  states  of the  United  States,  or such
               Securities are sold pursuant to an available  exemption from such
               registration  requirements.  The Purchaser  understands  that the
               Company  has no  obligation  or  present  intention  of  filing a
               registration  statement  under  the  1933 Act in  respect  of the
               Securities;


<PAGE>

     (d)  it  acknowledges  that it has not  purchased the Shares as a result of
          any form of general  solicitation  or general  advertising,  including
          advertisements, articles, notices or other communications published in
          any newspaper,  magazine or similar media or broadcast over radio,  or
          television,  or any  seminar  or  meeting  whose  attendees  have been
          invited by general solicitation or general advertising;

     (e)  it agrees that if it decides to offer, sell or otherwise  transfer any
          of the Shares,  it will not offer,  sell or otherwise  transfer any of
          such securities directly or indirectly, unless:

          (i)  the sale is to the Company;

          (ii) the sale is made  outside  the  United  States  in a  transaction
               meeting the  requirements  of Rule 904 of  Regulation S under the
               1933  Act  and in  compliance  with  applicable  local  laws  and
               regulations;

          (iii)the  sale is made in  compliance  with  the  exemption  from  the
               registration  requirements  under the 1933 Act and in  accordance
               with any applicable state securities or "Blue Sky" laws; or

          (iv) the  securities  are sold in a transaction  that does not require
               registration under the 1933 Act or any applicable U.S. state laws
               and regulations governing the offer and sale of securities; and

          with respect to subparagraphs  (iii) and (iv) hereof,  it has prior to
          such sale  furnished  to the Company an opinion of counsel  reasonably
          satisfactory  to the Company;  (i) it has had the  opportunity  to ask
          questions  of and  receive  answers  from the  Company  regarding  the
          investment, and has received all the information regarding the Company
          that it has requested;

     (g)  there  may  be  material  tax  consequences  to  the  Purchaser  of an
          acquisition or disposition of Shares. The Company gives no opinion and
          makes no  representation  with respect to the tax  consequences to the
          Purchaser under United States,  state, local or foreign tax law of the
          Purchaser's acquisition or disposition of such securities;

     (h)  upon the  issuance  thereof,  and  until  such  time as the same is no
          longer  required under the applicable  requirements of the 1933 Act or
          applicable  U.S.  state  laws  and   regulations,   the   certificates
          representing  the  Shares  will  bear a legend  in  substantially  the
          following form:

               "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
               REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933, AS
               AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED,  SOLD,
               PLEDGED OR OTHERWISE  TRANSFERRED  ONLY (A) TO THE  COMPANY,  (B)
               OUTSIDE  THE  UNITED  STATES  IN  COMPLIANCE  WITH  RULE  904  OF
               REGULATION  S UNDER  THE 1933  ACT,  (C) IN  COMPLIANCE  WITH THE
               EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  UNDER THE 1933 ACT
               AND IN ACCORDANCE WITH APPLICABLE  STATE  SECURITIES LAWS, OR (D)
               IN A  TRANSACTION  THAT DOES NOT REQUIRE  REGISTRATION  UNDER THE
               1933 ACT OR ANY APPLICABLE  STATE LAWS AND REGULATIONS  GOVERNING
               THE OFFER AND SALE OF  SECURITIES,  AND THE HOLDER HAS,  PRIOR TO
               SUCH SALE,  FURNISHED  TO THE COMPANY AN OPINION OF  COUNSEL,  OF
               RECOGNIZED STANDING,  OR OTHER EVIDENCE OF EXEMPTION,  REASONABLY
               SATISFACTORY TO THE COMPANY."

          provided,  that if any such securities are being sold under clause (B)
          above, at a time when the Company is a "foreign  issuer" as defined in
          Rule 902 under the 1933 Act,  the legend may be


<PAGE>

          removed by  providing  a  declaration  to Pacific  Corporate  Trust in
          Vancouver,  British  Columbia,  Canada in such form as the Company may
          from  time to time  prescribe,  to the  effect  that  the  sale of the
          securities is being made in  compliance  with Rule 904 of Regulation S
          under the 1933 Act;

     (i)  it is understood that the Company may instruct Pacific Corporate Trust
          not to record any transfer of Shares  without first being  notified by
          the Company that it is satisfied  that such transfer is exempt from or
          not subject to the registration requirements of the 1933 Act;

     (j)  it consents to the Company  making a notation on its records or giving
          instruction  to the  registrar  and  transfer  agent of the Company in
          order  to  implement  the  restrictions  on  transfer  set  forth  and
          described herein;

     (k)  the  office of the  Purchaser  at which  the  Purchaser  received  and
          accepted the offer to purchase the Shares is the address listed on the
          signature page of the Subscription Agreement; and

     (l)  it acknowledges that the representations and warranties and agreements
          contained in this certificate and the  subscription  agreement of even
          date are made by it with the  intent  that they may be relied  upon by
          the Company in  determining  its  eligibility  or the  eligibility  of
          others  on whose  behalf  it is  contracting  thereunder  to  purchase
          Shares.  It agrees that by accepting  Shares it shall be  representing
          and warranting that the  representations and warranties above are true
          as at the  Closing  with the same force and effect as if they had been
          made by it at the Closing and that they shall  survive the purchase by
          it  of  Shares   and  shall   continue   in  full   force  and  effect
          notwithstanding any subsequent disposition by it of such securities.

The  foregoing  representations,  warranties  and  covenants  are  made  by  the
Purchaser  with  the  intent  that  they  be  relied  upon  in  determining  its
suitability  as a purchaser of Shares.  The  Purchaser  undertakes to notify the
Company   immediately  at  E*Comnetrix,   Inc.,  2000  Powell  St.,  Ste.  1205,
Emeryville,  CA 94608,  of any change in any  representation,  warranty or other
information  relating to the  Purchaser set forth herein which takes place prior
to the Closing.


                                      /s/ Mark Smith
                                      -----------------------------------------
                                      (Signature of Purchaser)

                                      Mark Smith
                                      -----------------------------------------
                                      (Name of Purchaser - please print)

                                      -----------------------------------------
                                      (Capacity)