**PRIVATE
      PLACEMENT SUBSCRIPTION AGREEMENT**


(for
      completion by non-United States residents)





**MYECHECK,
      INC.**




**THIS
      AGREEMENT MADE EFFECTIVE** as
      of the
      ___ day of _______________, 2008 (the "Effective Date").




**BETWEEN:**




**MYECHECK,
      INC.,** a
      private Delaware corporation with offices at Suite 5, 1190 Suncast Lane, El
      Dorado Hills, CA 95762;




(the
      “Company”)




**AND:**




**THE
      PURCHASER** **NAMED AND SIGNING**


**AS
      PURCHASER ON SCHEDULE “A” HERETO.**




(the
      “Purchaser”)






**WHEREAS:**




A.  The
      Purchaser wishes to and hereby subscribes for and agrees to purchase the 2,000,000 units
      (the “Securities”) of the Company (based on its capitalization following
      effectiveness of the merger contemplated by the Merger Agreement, as defined
      below), each Security consisting of one common share in the capital of the
      Company and one full share purchase warrant (the “Warrant”), for aggregate
      proceeds of USD $1,000,000 (the
“Funds”), all on the terms and subject to the conditions set forth in this
      Agreement, as defined herein. Each Warrant entitles the Subscriber to purchase
      one additional common share (the “Warrant Share”) in the capital of the Company
      for a period of two years from the issuance of the Securities, at a price of
      USD $2.00 ;




B.  The
      Company desires to accept the Purchaser’s subscription for the
      Securities;




C.  The
      Company intends to enter into that certain merger agreement, as amended and
      restated, with Sekoya Holdings, Ltd., a Nevada Corporation (the “Merger
      Agreement”);




D.  It
      is the
      intention of the parties to this Agreement that the Securities shall not be
      issued or exercisable until after the effectiveness of the merger contemplated
      by the Merger Agreement;




E.  It
      is the
      intention of the parties to this Agreement that this subscription will be made
      pursuant to appropriate exemptions (the "Exemptions") from the registration
      and
      prospectus or equivalent requirements of all rules, policies, notices, orders
      and legislation of any kind whatsoever (collectively the “Securities Rules”) of
      all jurisdictions applicable to this subscription; and




F.  This
      investment involves risk and the parties hereto acknowledge that the Purchaser
      may be restricted from selling the Securities at any time in the future, except
      as otherwise provided herein.




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




1




**1.**  **Subscription.**  The
      Purchaser hereby irrevocably subscribes for and agrees to purchase 2,000,000 units
      (the “Securities”) of the Company, each Security consisting of one common share
      in the capital of the Company and one full share purchase warrant (the
“Warrant”), for aggregate proceeds of USD $1,000,000 (the
“Funds”), all on the terms and subject to the conditions set forth in this
      Agreement, and as further set out on Schedule “A” hereto. Each Warrant entitles
      the Subscriber to purchase one additional common share (the “Warrant Share”) in
      the capital of the Company for a period of two years from the issuance of the
      Securities, at a price of USD $2.00 ,
      as
      further set out on Schedule “B” hereto .
      Together with this Agreement, the Purchaser is delivering to the Company the
      full amount of the purchase price for the Securities in respect of which it
      is
      subscribing. The offering of Securities by the Company to the Purchaser (the
      “Offering”) is being conducted in reliance upon the exemption from registration
      requirements of the Securities Act of 1933 (the “Act”) set forth in Regulation S
      promulgated under the Act. The amounts paid by Purchaser hereunder shall be
      a
      non-interest bearing subscription advanced by Purchaser for which the Company’s
      only obligation is to issue the Securities.





A.  The
      Securities shall not be issued, and the Warrants shall not be exercisable,
      until
      after the effectiveness of the merger contemplated by the Merger Agreement.
      The
      number of Securities issuable hereunder shall be calculable in accordance with
      the post-merger capitalization of the Company.





**2.**  **Representations
      and Warranties of the Purchaser.** In order
      to induce the Company to enter into this Agreement, the Purchaser hereby
      represents and warrants to, and covenants with, the Company as
      follows: ****





A.  The
      Purchaser is purchasing the Securities for the Purchaser’s own account (not as a
      nominee or agent) for investment purposes and not with a view towards resale
      or
      distribution of any part thereof. The Purchaser has no present arrangement
      or
      intention to sell or distribute the Securities, or to grant participation in
      the
      Securities. The Purchaser does not have any contract, undertaking, agreement
      or
      arrangement with any person to sell, transfer or grant participation to such
      person, or to any third person, with respect to any of the Securities sold
      hereby;





B.  The
      Purchaser acknowledges and agrees that the United States Securities &
Exchange Commission has not reviewed the Offering and that the Securities have
      not been registered under the Act and may not be offered or sold in the United
      States or to U.S. persons unless the Securities are registered under the Act,
      sold in accordance with the provisions of Regulation S of the Act or pursuant
      to
      an available exemption from registration. The certificate representing the
      Securities or any shares issued upon exercise of the Warrants will
      bear
      the following legend and the Purchaser agrees to abide by the terms
      thereof:





**The
      Securities (and any shares issuable upon exercise of warrants) represented
      hereby have not been registered under the Securities Act of 1933 (the “Act”),
      and have been issued in reliance upon an exemption from the registration
      requirements of the Act provided by Regulation S promulgated under the Act.
      Such
      Securities (and any shares issuable upon exercise of warrants) may not be
      re-offered for sale or resold or otherwise transferred except in accordance
      with
      the provisions of Regulation S, pursuant to an effective registration under
      the
      Act, or pursuant to an available exemption from registration under the Act.
      Hedging transactions involving the Securities (and any shares issuable upon
      exercise of warrants) may not be conducted unless in compliance with the
      Act.**





C.  The
      Purchaser has had the opportunity to ask and receive answers to any and all
      questions the Purchaser has had with respect to the Company, its business plan,
      management, current financial condition and the Offering. The Purchaser
      acknowledges that the Company will likely require additional capital to complete
      its business plan and that there is no assurance that the Company can obtain
      additional capital or successfully complete its business objectives





D.  The
      Purchaser is an accredited investor and has such knowledge and expertise in
      financial and business matters that the Purchaser is capable of evaluating
      the
      merits and risks involved in an investment in the Securities and acknowledges
      that an investment in the Securities entails a number of very significant risks
      and the Purchaser is able to withstand the total loss of its investment. The
      Purchaser acknowledges that the Company has recommended that each Purchaser
      obtain independent legal and financial advice prior to subscribing, including
      but not limited to advice as to the legality of any resale of the Securities,
      as
      well as the suitability of the investment for the Purchaser;




2




E.  Except
      as
      set forth in this Agreement, no representations or warranties have been made
      to
      the Purchaser by the Company or any agent, employee or affiliate of the Company
      and in entering into this transaction the Purchaser is not relying upon any
      information, other than that contained in this Agreement and the result of
      independent investigation by the Purchaser;





F.  The
      Purchaser understands that the Securities are being offered and sold to it
      in
      reliance on specific exemptions from the registration requirements of the United
      States Federal and State securities laws and that the Company is relying upon
      the truth and accuracy of the representations, warranties, agreements,
      acknowledgments and understandings of the Purchaser set forth herein in order
      to
      determine the applicability of such exemptions and the suitability of the
      Purchaser to acquire the Securities;





G.  The
      Purchaser has full power and authority to execute and deliver this Agreement
      and
      to perform its obligations hereunder, and this Agreement is a legally binding
      obligation of the Purchaser enforceable against the Purchaser in accordance
      with
      its terms;





H.  The
      Purchaser is not purchasing the Securities as a result of any advertisement
      of
      the Offering or any other advertising conducted by or on behalf of the Company;





I.  This
      subscription for the Securities has not been induced by any representations
      or
      warranties by any person whatsoever with regard to the future value of the
      Company's securities;





J.  The
      Purchaser is not a “U.S. Person” as defined by Regulation S of the Act and is
      not acquiring the Securities for the account or benefit of a U.S. Person. A
“U.
      S. Person” is defined by Regulation S of the Act to be any person who
      is:





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





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


(iii)
              any estate of which any executor
                  or
                  administrator is a U.S. person;
 (iv)
                any trust of which any trustee
                    is a U.S.
                    person;
 (v)
                  any agency or branch of
                      a foreign entity
                      located in the United States;
 (vi)
                    any
                        non-discretionary account or similar
                        account (other than an estate or trust) held by a dealer
                        or other
                        fiduciary organized, incorporated, or (if an individual)
                        a resident of the
                        United States; and
 (vii)
                      any partnership or
                          corporation
                          if:


1.  organized
      or incorporated under the laws of any foreign jurisdiction; and





2.
      formed
      by a U.S. person principally for the purpose of investing in securities not
      registered under the Act, unless it is organized or incorporated, and owned,
      by
      accredited investors [as defined in Section 230.501 (a) of the Act] who are
      not
      natural persons, estates or trusts.





K.
            The
                Purchaser agrees not to engage in hedging transactions with regard
                to the
                Securities unless in compliance with the Act;
                and





L.
            The
                Purchaser agrees to execute an agreement imposing restrictions on
                transfer
                of the Securities in the form the Company
                requires.




3




**3.**  **Representations
      of the Company** . The
      Company represents and warrants to the Purchaser that:





A.  The
      Company is duly incorporated under the laws of the State of Delaware and is
      in
      good standing in accordance with all applicable federal and state
      laws;





B.  The
      execution, delivery and performance of this Agreement by the Company and the
      performance of its obligations hereunder do not and will not constitute a breach
      or violation of any of the terms and provisions of, or constitute a default
      under or conflict with or violate any provisions of (i) the Company’s Articles
      of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust,
      agreement or any instrument to which the Company is a party or by which it
      or
      any of its property is bound, (iii) any applicable statute or regulation, or
      (iv) any judgment, decree or order of any court or government body having
      jurisdiction over the Company or any of its property;





C.  The
      execution, delivery and performance of this Agreement and the consummation
      of
      the issuance of the Securities and the transactions contemplated by this
      Agreement are within the Company’s corporate powers and have been duly
      authorized by all necessary corporate and stockholder action on behalf of the
      Company;





D.  There
      is
      no action, suit or proceeding before or by any court or governmental agency
      or
      body, domestic or foreign, now pending or, to the knowledge of the Company,
      threatened against or affecting the Company or any of its properties, which
      might result in any material adverse change in the condition (financial or
      otherwise) or in the earnings, business affairs or business prospects of the
      Company, or which might materially or adversely affect the properties or assets
      thereof;





E.  The
      Company is not in default in the performance or observance of any material
      obligation agreement, covenant or condition contained in any material indenture,
      mortgage, deed of trust or other material instrument or agreement to which
      it is
      a party or by which it or its property may be bound; and neither the execution,
      nor the delivery by the Company, nor the performance by the Company of its
      obligations under this Agreement will conflict with or result in the breach
      or
      violation of any of the terms or provisions of, or constitute a default or
      result in the creation or imposition of a lien or charge on any assets or
      properties of the Company under any material deed of trust or other material
      agreement or instrument to which the Company is party or by which it is bound
      or
      any statute or the Articles of Incorporation or By-laws of the Company, or
      any
      decree, judgment, order, ruling or regulation of any court or government agency
      or body having jurisdiction over the Company or its properties;





F.  There
      is
      no fact known to the Company (other than general economic conditions known
      to
      the public generally) that has not been disclosed in writing to the Purchaser
      that (i) could reasonably be expected to have a material adverse effect on
      the
      condition (financial or otherwise) or on the earnings, business affairs,
      business prospects, properties or assets of the Company, or (ii) could
      reasonably be expected to materially and adversely affect the ability of the
      Company to perform its obligations pursuant to this Agreement.




**4.**  **Registration
      of Securities and Conversion.** If the
      Company files a registration statement with the SEC in the United States in
      respect of securities of the same type and class as those held by or to be
      issued to the Purchaser at the time of such filing, the Company will to the
      fullest extent permitted by applicable securities laws, include the registration
      of the Securities held by and to be issued to the Purchaser under such
      securities registration. **Further,
      should the Company enter into a definitive agreement with a publicly traded
      company other than Sekoya Holdings, Ltd. (“Pubco”), the Securities held by or to
      be issued to the Purchaser under this Agreement shall be converted on a** **one
      to one** **basis for the securities of the same type and class as those held by or to
      be
      issued to the Purchaser, in capital of Pubco, irrespective of any other exchange
      ratio set out in that definitive agreement.**





**5.**  **Non-Binding
      Until Accepted.** **** The
      Purchaser understands that this subscription is not binding upon the Company
      until the Company accepts it, which acceptance is at the sole discretion of
      the
      Company and is to be evidenced by the Company’s execution of this Agreement
      where indicated. .





**6.**  **Non-Assignability.** **** Neither
      this Agreement nor any of the rights of the Purchaser hereunder may be
      transferred or assigned by the Purchaser, with the exception of the
      transferability of the Warrants, subject to certain securities restrictions,
      as
      further set out on Schedule “B.” Moreover, the Company shall refuse to register
      any transfer of the common stock not made in accordance with the provisions
      of
      Regulation S, pursuant to registration under the Act, or pursuant to an
      available exemption from registration.




4




**7.**  **Modification/Entire
      Agreement.** **** This
      Agreement: (i) may only be modified by a written amendment executed by the
      Purchaser and the Company: (ii) sets forth the entire agreement and
      understanding between the Purchaser and the Company with respect to the subject
      matter hereof; and (iii) shall enure to the heirs, legal representatives,
      successors and permitted assigns or each party hereto.





**8.**  **Governing
      Law.** **** This
      Agreement will be construed and enforced in accordance with and governed by
      the
      laws of the State of Delaware.





**9.**  **Notices.** All
      Notices or other communication hereunder shall be in writing and shall be deemed
      to have been duly given if delivered personally (including courier service)
      or
      mailed by certified or registered mail, return receipt requested, postage
      prepaid.




**10.**  **Time.**  For
      the
      purposes of this Agreement, time is of the essence.




**11.**  **Delivery.** The
      parties hereto shall execute and deliver all such further documents and
      instruments and do all such acts and things as may, either before or after
      the
      execution of this Agreement, be reasonably required to carry out the full intent
      and meaning of this Agreement.




**11.**  **Minor
      Omissions.** The
      Purchaser hereby authorizes the Company to correct any minor errors in, or
      complete any minor information missing from, any document which has been
      executed by the Purchaser and delivered to the Company with respect to this
      subscription.




**13.**  **Counterpart
      Execution** . This
      Agreement may be signed by the parties in counterpart and by fax.







**IN
      WITNESS WHEREOF** the
      parties have executed this written Agreement effective as of the Effective
      Date.






**SIGNED,
      SEALED AND DELIVERED BY:**




**MYECHECK,
      INC.**




Per:




Authorized
      Signatory




5




**SCHEDULE
      “A”**




**TO
      BE COMPLETED BY THE PURCHASER:**




**A.**  **Subscription
      Amount.**




Subscription:
            **2,000,000
                UNITS**Subscription
                Price Per Unit:
            **USD$0.50**Subscription
                Funds:
            **USD$1,000,000**




**B.**
            **Name
                and Address.**The name and address (to establish the Purchaser's jurisdiction of
                residence for the purpose of determining the applicable Securities
                Rules)
                of the Purchaser is as follows:




____ Anshan
      Finance Ltd . _______


Name




______ Jasmine
      Court __________


Street
      Address




______ 35A
      Regent Street _______





__ Belize
      City, Belize ____________


City,
      State, Country, Zip Code




**C.**
            **Registration
                Instructions.**The name and address of the person in whose name the Purchaser's
                securities are to be registered is as follows (if the name and address
                is
                the same as was inserted in paragraph B above, then insert "see B
                above"):




“See
      B
      above” ____________________________


Name


________________________________________


Street
      Address


________________________________________





________________________________________


City,
      State, Country, Zip Code




**D.**
            **Delivery
                Instructions.**The name and address of the person to whom the certificates representing
                the Purchaser's securities referred to in paragraph B above are to
                be
                delivered is as follows (if the name and address is the same as was
                inserted in paragraph B or C above, then insert "see B above" or
                "see C
                above", as the case may be):




____ St.
      Peter Law _____________


Name


______ St
      Peterstrausse 1 ________


Street
      Address


______ CH
      -
      8022 Zurich ________





______ Switzerland ____________


City,
      State, Country, Zip Code




6




**E.**  The
      Purchaser further acknowledges and agrees that:




(a)
            purchasing,
                holding and disposing of the Securities may have tax consequences
                under
                the laws of both the Purchaser’s country and the United States, and the
                Purchaser is solely responsible for determining the tax consequences
                applicable to Purchaser’s particular circumstances and Purchaser should
                consult Purchaser’s tax advisors concerning investment in the Securities;
                and




(b)
            the
                Securities (and any underlying securities which those securities
                are
                convertible into) are "restricted securities" within the meaning
                of the
                U.S. Securities Act (and applicable state securities laws) and may
                not be
                sold or transferred unless they are subsequently registered under
                the U.S.
                Securities Act or any exemption from such registration is available
                and
                the certificates representing the securities will bear a legend to
                reflect
                these restrictions.




**TO
      BE COMPLETED AND SIGNED BY THE PURCHASER:**






SIGNED,
      SEALED AND DELIVERED BY:




__________________________________________________


Name
      of
      the "Purchaser" - use the name inserted in


paragraph
      B above.




Per:






**PURCHASER**




7




**SCHEDULE
      “B”**




2,000,000 Common Shares
            
            Void
                afterWithout Par Value
            
            u,
                2010.




**SHARE
      PURCHASE WARRANT**




**MYECHECK,
      INC.**


(the
      "Company")






This
      is
      to certify that, for value received, Anshan
      Finance Ltd. (the
      "Warrant Holder") of Jasmine
      Court, 35A Regent Street, Belize City, Belize has the
      right to purchase from the Company, upon and subject to the terms and conditions
      hereinafter referred to, 2,000,000 common
      shares without par value (the "Shares") in the capital of the Company based
      on
      its capitalization following effectiveness of the merger contemplated by the
      Merger Agreement, as defined in that certain subscription agreement between
      the
      Company and Warrant Holder (the “Subscription Agreement”). The Shares may be
      purchased at a price of USD $2.00 (the "Exercise Price") per Share after the
      effectiveness of the merger contemplated by the Merger Agreement and up to
      5:00
      p.m. local time in Vancouver, B.C. on l ,
      2010.
      The right to purchase the Shares may be exercised in whole or in part, by the
      Warrant Holder only, at the Exercise Price within the times set forth above
      by:




(a)
            completing
                and executing the form (the "Subscription Form") attached hereto
                for the
                number of the Shares which the Warrant Holder wishes to purchase,
                in the
                manner therein indicated;




(b)
            surrendering
                this Warrant Certificate, together with the complete Subscription
                Form, to
                l[Full
                Name of Transfer Agent] (the "Transfer Agent") at l[Address];
                and




(c)
            paying
                the appropriate Exercise Price, in United States funds, for the number
                of
                the Shares of the Company subscribed for, either by certified cheque
                or
                bank draft (drawn on a United States or International Chartered Bank)
                or
                money order payable to the Company at its address of
                record.




Upon
      surrender and payment, the Company shall issue to the Warrant Holder or to
      such
      other person or persons as the Warrant Holder may direct, the number of the
      Shares subscribed for and will deliver to the Warrant Holder, at the address
      set
      forth on the subscription form, a certificate or certificates evidencing the
      number of the Shares subscribed for. If the Warrant Holder subscribes for a
      number of Shares which is less than the number of Shares permitted by this
      Warrant, the Company shall forthwith cause to be delivered to the Warrant Holder
      a further Warrant Certificate in respect of the balance of Shares referred
      to in
      this Warrant Certificate not then being subscribed for.




After
      the
      Effective Date, as defined in the Subscription Agreement, and after giving
      effect to the merger contemplated by the Merger Agreement, in the event of
      any
      subdivision of the common shares of the Company (as such common shares are
      constituted on the date hereof) into a greater number of common shares while
      this Warrant is outstanding, the number of Shares represented by this Warrant
      shall thereafter be deemed to be subdivided in like manner and the Exercise
      Price adjusted accordingly, and any subscription by the Warrant Holder for
      Shares hereunder shall be deemed to be a subscription for common shares of
      the
      Company as subdivided.




8




After
      the
      Effective Date and after giving effect to the merger contemplated by the Merger
      Agreement, in the event of any consolidation of the common shares of the Company
      (as such common shares are constituted on the date hereof) into a lesser number
      of common shares while this Warrant is outstanding, the number of Shares
      represented by this Warrant shall thereafter be deemed to be consolidated in
      like manner and the Exercise Price adjusted accordingly, and any subscription
      by
      the Warrant Holder for Shares hereunder shall be deemed to be a subscription
      for
      common shares of the Company as consolidated.




After
      the
      Effective Date and after giving effect to the merger contemplated by the Merger
      Agreement, in the event of any capital reorganization or reclassification of
      the
      common shares of the Company or the merger or amalgamation of the Company with
      another corporation at any time while this Warrant is outstanding, the Company
      shall thereafter deliver at the time of purchase of the Shares hereunder the
      number of common shares the Warrant Holder would have been entitled to receive
      in respect of the number of the Shares so purchased had the right to purchase
      been exercised before such capital reorganization or reclassification of the
      common shares of the Company or the merger or amalgamation of the Company with
      another corporation.




If
      at any
      time after the Effective Date and after giving effect to the merger contemplated
      by the Merger Agreement, while this, or any replacement, Warrant is
      outstanding:




(a)
            the
                Company proposes to pay any dividend of any kind upon its common
                shares or
                make any distribution to the holders of its common
                shares;




(b)
            the
                Company proposes to offer for subscription pro rata to the holders
                of its
                common shares any additional shares of stock of any class or other
                rights;




(c)
            the
                Company proposes any capital reorganization or classification of
                its
                common shares or the merger or amalgamation of the Company with another
                corporation; or




(d)
            there
                is a voluntary or involuntary dissolution, liquidation or winding-up
                of
                the Company;




the
      Company shall give to the Warrant Holder at least seven days prior written
      notice (the "Notice") of the date on which the books of the Company are to
      close
      or a record is to be taken for such dividend, distribution or subscription
      rights, or for determining rights to vote with respect to such reorganization,
      reclassification, consolidation, merger, amalgamation, dissolution, liquidation
      or winding-up. The Notice shall specify, in the case of any such dividend,
      distribution or subscription rights, the date on which holders of common shares
      of the Company will be entitled to exchange their common shares for securities
      or other property deliverable upon any reorganization, reclassification,
      consolidation, merger, amalgamation, sale, dissolution, liquidation or
      winding-up, as the case may be. Each Notice shall be delivered by hand,
      addressed to the Warrant Holder at the address of the Warrant Holder set forth
      above or at such other address as the Warrant Holder may from time to time
      specify to the Company in writing.




The
      holding of this Warrant Certificate or the Warrants represented hereby does
      not
      constitute the Warrant Holder a member of the Company.




Nothing
      contained herein confers any right upon the Warrant Holder or any other person
      to subscribe for or purchase any Shares of the Company at any time subsequent
      to
      5:00 p.m. local time in l ,
      California on l **[Date]** and from
      and after such time, this Warrant and all rights hereunder will be
      void.




The
      Warrants represented by this Warrant Certificate are not transferable unless
      the
      transfer is made in accordance with the provisions of Regulation S, pursuant
      to
      registration under the Act, or pursuant to an available exemption from
      registration. This Warrant Certificate and any Shares issued upon exercise
      of
      this Warrant will bear the following legend:




9




**The
      Securities (and any shares issuable upon exercise of warrants) represented
      hereby have not been registered under the Securities Act of 1933 (the “Act”),
      and have been issued in reliance upon an exemption from the registration
      requirements of the Act provided by Regulation S promulgated under the Act.
      Such
      Securities (and any shares issuable upon exercise of warrants) may not be
      re-offered for sale or resold or otherwise transferred except in accordance
      with
      the provisions of Regulation S, pursuant to an effective registration under
      the
      Act, or pursuant to an available exemption from registration under the Act.
      Hedging transactions involving the Securities (and any shares issuable upon
      exercise of warrants) may not be conducted unless in compliance with the
      Act.**




Time
      will
      be of the essence hereof.




This
      Warrant Certificate is not valid for any purpose until it has been signed by
      the
      Company.




IN
      WITNESS WHEREOF, the Company has caused its common seal to be hereto affixed
      and
      this Warrant Certificate to be signed by any one of the directors of the Company
      as of the l day of
l ,
      2008.




**MYECHECK,
      INC.**




Per:






ED
      STARRS


President/CEO,
      Director





10


**SUBSCRIPTION
      FORM**




To:  MYECHECK,
      INC. (the "Company")




And
      to:  The
      Directors Thereof.




Pursuant
      to the Share Purchase Warrant made the l day of
l ,
      2008
      the undersigned hereby subscribes for and agrees to take up _______________
      common shares without par value (the "Shares") in the capital of the Company,
      at
      a price of $ 2.00 (USD)
      per Share for the aggregate sum of $_______________ (the "Subscription Funds"),
      and encloses herewith a certified cheque, bank draft or money order payable
      to
      the Company in full payment of the Shares.




The
      undersigned (the "Subscriber") hereby requests that upon receipt of the
      Subscription Funds by the Company:




(a)
            the
                Shares be allotted to the person set out under the registration directions
                shown below;




(b)
            the
                name and address of the person set out under the registration directions
                shown below be entered in the registers of members and allotments
                of the
                Company;




(c)
            the
                Shares be issued to the person set out under the registration directions
                shown as fully paid and non-assessable common shares of the Company;
                and




(d)
            a
                share certificate representing the Shares be registered in accordance
                with
                the registration directions shown
                below.




Dated
      this _______ day of ______________, 200__.






**DIRECTION
      AS TO REGISTRATION:**




**(Name
      and address** **exactly** **as you wish them to appear on the share certificate representing the Shares
      and
      in the register of members.)**




Full
      Name  :_______________________________________________________________________




Full
      Address:_____________________________________________________________________




Signature
      of
      Subscriber:_____________________________________________________________




If
                the name above differs from the name of the Subscriber, then please
                complete the following guarantee:
            Signature
                of Subscriber guaranteed by:
              
              
              _______________________________
              Authorized
                Signature Number




**NOTE:** The
      signature to this Subscription Form must correspond with the name as recorded
      on
      the Warrant Certificate accompanying this Subscription Form in every particular
      without alteration or enlargement or any change whatever. If not, the signature
      of the person executing this power must be guaranteed by a Bank or Trust Company
      or by a Member of a Professional Bar or Law Association or other entity
      acceptable to the Company’s Transfer Agent.




11




**PRIVATE
        PLACEMENT SUBSCRIPTION AGREEMENT**
 (for
        completion by non-United States residents)
 
 **MYECHECK,
        INC.**
 
  **THIS
        AGREEMENT MADE EFFECTIVE** as
        of the
        ___ day of _______________, 2008 (the "Effective Date").
  **BETWEEN:**
  **MYECHECK,
        INC.,** a
        private Delaware corporation with offices at Suite 5, 1190 Suncast Lane,
        El
        Dorado Hills, CA 95762;
  (the
        “Company”)
  **AND:**
  **THE
        PURCHASER** **NAMED AND SIGNING**
 **AS
        PURCHASER ON SCHEDULE “A” HERETO.**
  (the
        “Purchaser”)
  
 **WHEREAS:**
  A.  The
        Purchaser wishes to and hereby subscribes for and agrees to purchase the 2,000,000 units
        (the “Securities”) of the Company (based on its capitalization following
        effectiveness of the merger contemplated by the Merger Agreement, as defined
        below), each Security consisting of one common share in the capital of the
        Company and one full share purchase warrant (the “Warrant”), for aggregate
        proceeds of USD $1,000,000 (the
“Funds”), all on the terms and subject to the conditions set forth in this
        Agreement, as defined herein. Each Warrant entitles the Subscriber to purchase
        one additional common share (the “Warrant Share”) in the capital of the Company
        for a period of three years from the issuance of the Securities, at a price
        of
        USD $4.00 ;
  B.  The
        payment for the Securities shall be carried out pursuant to the payment schedule
        (the “Payment Schedule”) as set out on Schedule “C”, hereto, and the Company, at
        all times will reserve and keep available such number of shares of Securities
        as
        shall be sufficient to satisfy the requirements of this Agreement.
  C.  The
        Company desires to accept the Purchaser’s subscription for the
        Securities;
  D.  The
        Company intends to enter into that certain merger agreement, as amended and
        restated, with Sekoya Holdings, Ltd., a Nevada Corporation (the “Merger
        Agreement”);
  E.  It
        is the
        intention of the parties to this Agreement that the Securities shall not
        be
        issued or exercisable until after the effectiveness of the merger contemplated
        by the Merger Agreement;
  F.  It
        is the
        intention of the parties to this Agreement that this subscription will be
        made
        pursuant to appropriate exemptions (the "Exemptions") from the registration
        and
        prospectus or equivalent requirements of all rules, policies, notices, orders
        and legislation of any kind whatsoever (collectively the “Securities Rules”) of
        all jurisdictions applicable to this subscription; and
  12
  G.  This
        investment involves risk and the parties hereto acknowledge that the Purchaser
        may be restricted from selling the Securities at any time in the future,
        except
        as otherwise provided herein.
  **NOW
        THEREFORE THIS AGREEMENT WITNESSES** that
        in
        consideration of the mutual covenants and agreements herein contained (the
        “Agreement”), the receipt of which is hereby acknowledged, the parties covenant
        and agree with each other as follows:
  **1.**  **Subscription.**  The
        Purchaser hereby irrevocably subscribes for and agrees to purchase 2,000,000 units
        (the “Securities”) of the Company, each Security consisting of one common share
        in the capital of the Company and one full share purchase warrant (the
“Warrant”), for aggregate proceeds of USD $1,000,000 (the
“Funds”), all on the terms and subject to the conditions set forth in this
        Agreement, and as further set out on Schedule “A” hereto. Each Warrant entitles
        the Subscriber to purchase one additional common share (the “Warrant Share”) in
        the capital of the Company for a period of three years from the issuance
        of the
        Securities, at a price of USD $4.00 ,
        as
        further set out on Schedule “B” hereto .
        Together with this Agreement, the Purchaser is delivering to the Company
        the
        full amount of the purchase price for the Securities in respect of which
        it is
        subscribing. The offering of Securities by the Company to the Purchaser (the
        “Offering”) is being conducted in reliance upon the exemption from registration
        requirements of the Securities Act of 1933 (the “Act”) set forth in Regulation S
        promulgated under the Act. The amounts paid by Purchaser hereunder shall
        be a
        non-interest bearing subscription advanced by Purchaser for which the Company’s
        only obligation is to issue the Securities.
 
 A.  The
        Securities shall not be issued, and the Warrants shall not be exercisable,
        until
        after the effectiveness of the merger contemplated by the Merger Agreement.
        The
        number of Securities issuable hereunder shall be calculable in accordance
        with
        the post-merger capitalization of the Company.
 
 **2.**  **Representations
        and Warranties of the Purchaser.** In order
        to induce the Company to enter into this Agreement, the Purchaser hereby
        represents and warrants to, and covenants with, the Company as
        follows: ****
 
 A.  The
        Purchaser is purchasing the Securities for the Purchaser’s own account (not as a
        nominee or agent) for investment purposes and not with a view towards resale
        or
        distribution of any part thereof. The Purchaser has no present arrangement
        or
        intention to sell or distribute the Securities, or to grant participation
        in the
        Securities. The Purchaser does not have any contract, undertaking, agreement
        or
        arrangement with any person to sell, transfer or grant participation to such
        person, or to any third person, with respect to any of the Securities sold
        hereby;
 
 B.  The
        Purchaser acknowledges and agrees that the United States Securities &
Exchange Commission has not reviewed the Offering and that the Securities
        have
        not been registered under the Act and may not be offered or sold in the United
        States or to U.S. persons unless the Securities are registered under the
        Act,
        sold in accordance with the provisions of Regulation S of the Act or pursuant
        to
        an available exemption from registration. The certificate representing the
        Securities or any shares issued upon exercise of the Warrants will
        bear
        the following legend and the Purchaser agrees to abide by the terms
        thereof:
 
 **The
        Securities (and any shares issuable upon exercise of warrants) represented
        hereby have not been registered under the Securities Act of 1933 (the “Act”),
        and have been issued in reliance upon an exemption from the registration
        requirements of the Act provided by Regulation S promulgated under the Act.
        Such
        Securities (and any shares issuable upon exercise of warrants) may not be
        re-offered for sale or resold or otherwise transferred except in accordance
        with
        the provisions of Regulation S, pursuant to an effective registration under
        the
        Act, or pursuant to an available exemption from registration under the Act.
        Hedging transactions involving the Securities (and any shares issuable upon
        exercise of warrants) may not be conducted unless in compliance with the
        Act.**
 
 C.  The
        Purchaser has had the opportunity to ask and receive answers to any and all
        questions the Purchaser has had with respect to the Company, its business
        plan,
        management, current financial condition and the Offering. The Purchaser
        acknowledges that the Company will likely require additional capital to complete
        its business plan and that there is no assurance that the Company can obtain
        additional capital or successfully complete its business
        objectives.
  13
  D.  The
        Purchaser is an accredited investor and has such knowledge and expertise
        in
        financial and business matters that the Purchaser is capable of evaluating
        the
        merits and risks involved in an investment in the Securities and acknowledges
        that an investment in the Securities entails a number of very significant
        risks
        and the Purchaser is able to withstand the total loss of its investment.
        The
        Purchaser acknowledges that the Company has recommended that each Purchaser
        obtain independent legal and financial advice prior to subscribing, including
        but not limited to advice as to the legality of any resale of the Securities,
        as
        well as the suitability of the investment for the Purchaser;
 
 E.  Except
        as
        set forth in this Agreement, no representations or warranties have been made
        to
        the Purchaser by the Company or any agent, employee or affiliate of the Company
        and in entering into this transaction the Purchaser is not relying upon any
        information, other than that contained in this Agreement and the result of
        independent investigation by the Purchaser;
 
 F.  The
        Purchaser understands that the Securities are being offered and sold to it
        in
        reliance on specific exemptions from the registration requirements of the
        United
        States Federal and State securities laws and that the Company is relying
        upon
        the truth and accuracy of the representations, warranties, agreements,
        acknowledgments and understandings of the Purchaser set forth herein in order
        to
        determine the applicability of such exemptions and the suitability of the
        Purchaser to acquire the Securities;
 
 G.  The
        Purchaser has full power and authority to execute and deliver this Agreement
        and
        to perform its obligations hereunder, and this Agreement is a legally binding
        obligation of the Purchaser enforceable against the Purchaser in accordance
        with
        its terms;
 
 H.  The
        Purchaser is not purchasing the Securities as a result of any advertisement
        of
        the Offering or any other advertising conducted by or on behalf of the Company;
 
 I.  This
        subscription for the Securities has not been induced by any representations
        or
        warranties by any person whatsoever with regard to the future value of the
        Company's securities;
 
 J.  The
        Purchaser is not a “U.S. Person” as defined by Regulation S of the Act and is
        not acquiring the Securities for the account or benefit of a U.S. Person.
        A “U.
        S. Person” is defined by Regulation S of the Act to be any person who
        is:
 
 (i)
              any
                  natural person resident in the United
                  States;
 
 (ii)
              any
                  partnership or corporation organized or incorporated under the
                  laws of the
                  United States;
  (iii)
                any estate of which any executor
                    or
                    administrator is a U.S. person;
 (iv)
                  any trust of which any
                      trustee is a U.S.
                      person;
 (v)
                    any agency or branch
                        of a foreign entity
                        located in the United States;
 (vi)
                      any
                          non-discretionary account or similar
                          account (other than an estate or trust) held by a dealer
                          or other
                          fiduciary organized, incorporated, or (if an individual)
                          a resident of the
                          United States; and
 (vii)
                        any partnership or
                            corporation
                            if:
 1.  organized
        or incorporated under the laws of any foreign jurisdiction; and
 
 2.
        formed
        by a U.S. person principally for the purpose of investing in securities not
        registered under the Act, unless it is organized or incorporated, and owned,
        by
        accredited investors [as defined in Section 230.501 (a) of the Act] who are
        not
        natural persons, estates or trusts.
  14
  K.
              The
                  Purchaser agrees not to engage in hedging transactions with regard
                  to the
                  Securities unless in compliance with the Act;
                  and
 
 L.
              The
                  Purchaser agrees to execute an agreement imposing restrictions
                  on transfer
                  of the Securities in the form the Company
                  requires.
 
 **3.**  **Representations
        of the Company** . The
        Company represents and warrants to the Purchaser that:
 
 A.  The
        Company is duly incorporated under the laws of the State of Delaware and
        is in
        good standing in accordance with all applicable federal and state
        laws;
 
 B.  The
        execution, delivery and performance of this Agreement by the Company and
        the
        performance of its obligations hereunder do not and will not constitute a
        breach
        or violation of any of the terms and provisions of, or constitute a default
        under or conflict with or violate any provisions of (i) the Company’s Articles
        of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust,
        agreement or any instrument to which the Company is a party or by which it
        or
        any of its property is bound, (iii) any applicable statute or regulation, or
        (iv) any judgment, decree or order of any court or government body having
        jurisdiction over the Company or any of its property;
 
 C.  The
        execution, delivery and performance of this Agreement and the consummation
        of
        the issuance of the Securities and the transactions contemplated by this
        Agreement are within the Company’s corporate powers and have been duly
        authorized by all necessary corporate and stockholder action on behalf of
        the
        Company;
 
 D.  There
        is
        no action, suit or proceeding before or by any court or governmental agency
        or
        body, domestic or foreign, now pending or, to the knowledge of the Company,
        threatened against or affecting the Company or any of its properties, which
        might result in any material adverse change in the condition (financial or
        otherwise) or in the earnings, business affairs or business prospects of
        the
        Company, or which might materially or adversely affect the properties or
        assets
        thereof;
 
 E.  The
        Company is not in default in the performance or observance of any material
        obligation agreement, covenant or condition contained in any material indenture,
        mortgage, deed of trust or other material instrument or agreement to which
        it is
        a party or by which it or its property may be bound; and neither the execution,
        nor the delivery by the Company, nor the performance by the Company of its
        obligations under this Agreement will conflict with or result in the breach
        or
        violation of any of the terms or provisions of, or constitute a default or
        result in the creation or imposition of a lien or charge on any assets or
        properties of the Company under any material deed of trust or other material
        agreement or instrument to which the Company is party or by which it is bound
        or
        any statute or the Articles of Incorporation or By-laws of the Company, or
        any
        decree, judgment, order, ruling or regulation of any court or government
        agency
        or body having jurisdiction over the Company or its properties;
 
 F.  There
        is
        no fact known to the Company (other than general economic conditions known
        to
        the public generally) that has not been disclosed in writing to the Purchaser
        that (i) could reasonably be expected to have a material adverse effect on
        the
        condition (financial or otherwise) or on the earnings, business affairs,
        business prospects, properties or assets of the Company, or (ii) could
        reasonably be expected to materially and adversely affect the ability of
        the
        Company to perform its obligations pursuant to this Agreement.
  **4.**  **Registration
        of Securities and Conversion.** If the
        Company files a registration statement with the SEC in the United States
        in
        respect of securities of the same type and class as those held by or to be
        issued to the Purchaser at the time of such filing, the Company will to the
        fullest extent permitted by applicable securities laws, include the registration
        of the Securities held by and to be issued to the Purchaser under such
        securities registration. **Further,
        should the Company enter into a definitive agreement with a publicly traded
        company other than Sekoya Holdings, Ltd. (“Pubco”), the Securities held by or to
        be issued to the Purchaser under this Agreement shall be converted on a** **one
        to one** **basis for the securities of the same type and class as those held by or to
        be
        issued to the Purchaser, in capital of Pubco, irrespective of any other exchange
        ratio set out in that definitive agreement.**
  15
  **5.**  **Non-Binding
        Until Accepted.** **** The
        Purchaser understands that this subscription is not binding upon the Company
        until the Company accepts it, which acceptance is at the sole discretion
        of the
        Company and is to be evidenced by the Company’s execution of this Agreement
        where indicated.
 
 **6.**  **Non-Assignability.** **** Neither
        this Agreement nor any of the rights of the Purchaser hereunder may be
        transferred or assigned by the Purchaser, with the exception of the
        transferability of the Warrants, subject to certain securities restrictions,
        as
        further set out on Schedule “B.” Moreover, the Company shall refuse to register
        any transfer of the common stock not made in accordance with the provisions
        of
        Regulation S, pursuant to registration under the Act, or pursuant to an
        available exemption from registration.
 
 **7.**  **Modification/Entire
        Agreement.** **** This
        Agreement: (i) may only be modified by a written amendment executed by the
        Purchaser and the Company: (ii) sets forth the entire agreement and
        understanding between the Purchaser and the Company with respect to the subject
        matter hereof; and (iii) shall enure to the heirs, legal representatives,
        successors and permitted assigns or each party hereto.
 
 **8.**  **Governing
        Law.** **** This
        Agreement will be construed and enforced in accordance with and governed
        by the
        laws of the State of Delaware.
 
 **9.**  **Notices.** All
        Notices or other communication hereunder shall be in writing and shall be
        deemed
        to have been duly given if delivered personally (including courier service)
        or
        mailed by certified or registered mail, return receipt requested, postage
        prepaid.
  **10.**  **Time.**  For
        the
        purposes of this Agreement, time is of the essence.
  **11.**  **Delivery.** The
        parties hereto shall execute and deliver all such further documents and
        instruments and do all such acts and things as may, either before or after
        the
        execution of this Agreement, be reasonably required to carry out the full
        intent
        and meaning of this Agreement.
  **11.**  **Minor
        Omissions.** The
        Purchaser hereby authorizes the Company to correct any minor errors in, or
        complete any minor information missing from, any document which has been
        executed by the Purchaser and delivered to the Company with respect to this
        subscription.
  **13.**  **Counterpart
        Execution** . This
        Agreement may be signed by the parties in counterpart and by fax.
 
 **IN
        WITNESS WHEREOF** the
        parties have executed this written Agreement effective as of the Effective
        Date.
  **SIGNED,
        SEALED AND DELIVERED BY:**
  **MYECHECK,
        INC.**
  Per:
  Authorized
        Signatory
  16
 
 **SCHEDULE
        “A”**
  **TO
        BE COMPLETED BY THE PURCHASER:**
  **A.**  **Subscription
        Amount.**
  Subscription:
              **2,000,000
                  UNITS**Subscription
                  Price Per Unit:
              **USD$0.50**Subscription
                  Funds:
              **USD$1,000,000**
  **B.**
              **Name
                  and Address.**The name and address (to establish the Purchaser's jurisdiction
                  of
                  residence for the purpose of determining the applicable Securities
                  Rules)
                  of the Purchaser is as follows:
  ____ Youngal
        Group Ltd . ________
 Name
  ______ Jasmine
        Court __________
 Street
        Address
  ______ 35A
        Regent Street _______
  __ Belize
        City, Belize ____________
 City,
        State, Country, Zip Code
  **C.**
              **Registration
                  Instructions.**The name and address of the person in whose name the Purchaser's
                  securities are to be registered is as follows (if the name and
                  address is
                  the same as was inserted in paragraph B above, then insert "see
                  B
                  above"):
  “See
        B
        above” ___________________
 Name
  ______________________________
 Street
        Address
  ______________________________
  ______________________________
 City,
        State, Country, Zip Code
  17
  **D.**
              **Delivery
                  Instructions.**The name and address of the person to whom the certificates representing
                  the Purchaser's securities referred to in paragraph B above are
                  to be
                  delivered is as follows (if the name and address is the same as
                  was
                  inserted in paragraph B or C above, then insert "see B above" or
                  "see C
                  above", as the case may be):
  ____ St.
        Peter Law ________________
 Name
  ______ St
        Peterstrausse 1 __________
 Street
        Address
  ______ CH
        -
        8022 Zurich ___________
  ______ Switzerland _______________
 City,
        State, Country, Zip Code
  **E.**  The
        Purchaser further acknowledges and agrees that:
  (a)
              purchasing,
                  holding and disposing of the Securities may have tax consequences
                  under
                  the laws of both the Purchaser’s country and the United States, and the
                  Purchaser is solely responsible for determining the tax consequences
                  applicable to Purchaser’s particular circumstances and Purchaser should
                  consult Purchaser’s tax advisors concerning investment in the Securities;
                  and
  (b)
              the
                  Securities (and any underlying securities which those securities
                  are
                  convertible into) are "restricted securities" within the meaning
                  of the
                  U.S. Securities Act (and applicable state securities laws) and
                  may not be
                  sold or transferred unless they are subsequently registered under
                  the U.S.
                  Securities Act or any exemption from such registration is available
                  and
                  the certificates representing the securities will bear a legend
                  to reflect
                  these restrictions.
 
  **TO
        BE COMPLETED AND SIGNED BY THE PURCHASER:**
  SIGNED,
        SEALED AND DELIVERED BY:
  __________________________________________________
  Name
        of
        the "Purchaser" - use the name inserted in
 paragraph
        B above.
  Per:
  **PURCHASER**
  18
  **SCHEDULE
        “B”**
  2,000,000 Common Shares
              
              Void
                  afterWithout Par Value
              
              u,
                  2011
  **SHARE
        PURCHASE WARRANT**
  **MYECHECK,
        INC.**
 (the
        "Company")
  This
        is
        to certify that, for value received, Youngal
        Group Ltd. (the
“Warrant Holder”) of Jasmine
        Court, 35A Regent Street, Belize City, Belize has the
        right to purchase from the Company, upon and subject to the terms and conditions
        hereinafter referred to, 2,000,000 common
        shares without par value (the "Shares") in the capital of the Company based
        on
        its capitalization following effectiveness of the merger contemplated by
        the
        Merger Agreement, as defined in that certain subscription agreement between
        the
        Company and Warrant Holder (the “Subscription Agreement”). The Shares may be
        purchased at a price of USD $4.00 (the “Exercise Price”) per Share after the
        effectiveness of the merger contemplated by the Merger Agreement and up to
        5:00
        p.m. local time in Vancouver, B.C. on l ,
        2011.
        The right to purchase the Shares may be exercised in whole or in part, by
        the
        Warrant Holder only, at the Exercise Price within the times set forth above
        by:
  (a)
              completing
                  and executing the form (the "Subscription Form") attached hereto
                  for the
                  number of the Shares which the Warrant Holder wishes to purchase,
                  in the
                  manner therein indicated;
  (b)
              surrendering
                  this Warrant Certificate, together with the complete Subscription
                  Form, to
                  l[Full
                  Name of Transfer Agent] (the "Transfer Agent") at l[Address];
                  and
  (c)
              paying
                  the appropriate Exercise Price, in United States funds, for the
                  number of
                  the Shares of the Company subscribed for, either by certified cheque
                  or
                  bank draft (drawn on a United States or International Chartered
                  Bank) or
                  money order payable to the Company at its address of
                  record.
  Upon
        surrender and payment, the Company shall issue to the Warrant Holder or to
        such
        other person or persons as the Warrant Holder may direct, the number of the
        Shares subscribed for and will deliver to the Warrant Holder, at the address
        set
        forth on the subscription form, a certificate or certificates evidencing
        the
        number of the Shares subscribed for. If the Warrant Holder subscribes for
        a
        number of Shares which is less than the number of Shares permitted by this
        Warrant, the Company shall forthwith cause to be delivered to the Warrant
        Holder
        a further Warrant Certificate in respect of the balance of Shares referred
        to in
        this Warrant Certificate not then being subscribed for.
  19
  After
        the
        Effective Date, as defined in the Subscription Agreement, and after giving
        effect to the merger contemplated by the Merger Agreement, in the event of
        any
        subdivision of the common shares of the Company (as such common shares are
        constituted on the date hereof) into a greater number of common shares while
        this Warrant is outstanding, the number of Shares represented by this Warrant
        shall thereafter be deemed to be subdivided in like manner and the Exercise
        Price adjusted accordingly, and any subscription by the Warrant Holder for
        Shares hereunder shall be deemed to be a subscription for common shares of
        the
        Company as subdivided.
  After
        the
        Effective Date and after giving effect to the merger contemplated by the
        Merger
        Agreement, in the event of any consolidation of the common shares of the
        Company
        (as such common shares are constituted on the date hereof) into a lesser
        number
        of common shares while this Warrant is outstanding, the number of Shares
        represented by this Warrant shall thereafter be deemed to be consolidated
        in
        like manner and the Exercise Price adjusted accordingly, and any subscription
        by
        the Warrant Holder for Shares hereunder shall be deemed to be a subscription for
        common shares of the Company as consolidated.
  After
        the
        Effective Date and after giving effect to the merger contemplated by the
        Merger
        Agreement, in the event of any capital reorganization or reclassification
        of the
        common shares of the Company or the merger or amalgamation of the Company
        with
        another corporation at any time while this Warrant is outstanding, the Company
        shall thereafter deliver at the time of purchase of the Shares hereunder
        the
        number of common shares the Warrant Holder would have been entitled to receive
        in respect of the number of the Shares so purchased had the right to purchase
        been exercised before such capital reorganization or reclassification of
        the
        common shares of the Company or the merger or amalgamation of the Company
        with
        another corporation.
  If
        at any
        time after the Effective Date and after giving effect to the merger contemplated
        by the Merger Agreement, while this, or any replacement, Warrant is outstanding:
  (a)
              the
                  Company proposes to pay any dividend of any kind upon its common
                  shares or
                  make any distribution to the holders of its common
                  shares;
  (b)
              the
                  Company proposes to offer for subscription pro rata to the holders
                  of its
                  common shares any additional shares of stock of any class or other
                  rights;
  (c)
              the
                  Company proposes any capital reorganization or classification of
                  its
                  common shares or the merger or amalgamation of the Company with
                  another
                  corporation; or
  (d)
              there
                  is a voluntary or involuntary dissolution, liquidation or winding-up
                  of
                  the Company;
  the
        Company shall give to the Warrant Holder at least seven days prior written
        notice (the "Notice") of the date on which the books of the Company are to
        close
        or a record is to be taken for such dividend, distribution or subscription
        rights, or for determining rights to vote with respect to such reorganization,
        reclassification, consolidation, merger, amalgamation, dissolution, liquidation
        or winding-up. The Notice shall specify, in the case of any such dividend,
        distribution or subscription rights, the date on which holders of common
        shares
        of the Company will be entitled to exchange their common shares for securities
        or other property deliverable upon any reorganization, reclassification,
        consolidation, merger, amalgamation, sale, dissolution, liquidation or
        winding-up, as the case may be. Each Notice shall be delivered by hand,
        addressed to the Warrant Holder at the address of the Warrant Holder set
        forth
        above or at such other address as the Warrant Holder may from time to time
        specify to the Company in writing.
  20
  The
        holding of this Warrant Certificate or the Warrants represented hereby does
        not
        constitute the Warrant Holder a member of the Company.
  Nothing
        contained herein confers any right upon the Warrant Holder or any other person
        to subscribe for or purchase any Shares of the Company at any time subsequent
        to
        5:00 p.m. local time in l ,
        California on l **[Date]** and from
        and after such time, this Warrant and all rights hereunder will be
        void.
  The
        Warrants represented by this Warrant Certificate are not transferable unless
        the
        transfer is made in accordance with the provisions of Regulation S, pursuant
        to
        registration under the Act, or pursuant to an available exemption from
        registration. This Warrant Certificate and any Shares issued upon exercise
        of
        this Warrant will bear the following legend:
  **The
        Securities (and any shares issuable upon exercise of warrants) represented
        hereby have not been registered under the Securities Act of 1933 (the “Act”),
        and have been issued in reliance upon an exemption from the registration
        requirements of the Act provided by Regulation S promulgated under the Act.
        Such
        Securities (and any shares issuable upon exercise of warrants) may not be
        re-offered for sale or resold or otherwise transferred except in accordance
        with
        the provisions of Regulation S, pursuant to an effective registration under
        the
        Act, or pursuant to an available exemption from registration under the Act.
        Hedging transactions involving the Securities (and any shares issuable upon
        exercise of warrants) may not be conducted unless in compliance with the
        Act.**
 
  Time
        will
        be of the essence hereof.
  This
        Warrant Certificate is not valid for any purpose until it has been signed
        by the
        Company.
  IN
        WITNESS WHEREOF, the Company has caused its common seal to be hereto affixed
        and
        this Warrant Certificate to be signed by any one of the directors of the
        Company
        as of the l day of
l ,
        2008.
  **MYECHECK,
        INC.**
  Per:
   ED
        STARRS
 President/CEO,
        Director
  21
  **SUBSCRIPTION
        FORM**
  To:  MYECHECK,
        INC. (the "Company")
  And
        to:  The
        Directors Thereof.
  Pursuant
        to the Share Purchase Warrant made the l day of
l ,
        2008
        the undersigned hereby subscribes for and agrees to take up _______________
        common shares without par value (the "Shares") in the capital of the Company,
        at
        a price of $ 4.00 (USD)
        per Share for the aggregate sum of $_______________ (the "Subscription Funds"),
        and encloses herewith a certified cheque, bank draft or money order payable
        to
        the Company in full payment of the Shares.
  The
        undersigned (the "Subscriber") hereby requests that upon receipt of the
        Subscription Funds by the Company:
  (a)
              the
                  Shares be allotted to the person set out under the registration
                  directions
                  shown below;
  (b)
              the
                  name and address of the person set out under the registration directions
                  shown below be entered in the registers of members and allotments
                  of the
                  Company;
  (c)
              the
                  Shares be issued to the person set out under the registration directions
                  shown as fully paid and non-assessable common shares of the Company;
                  and
  (d)
              a
                  share certificate representing the Shares be registered in accordance
                  with
                  the registration directions shown
                  below.
 
  Dated
        this _______ day of ______________, 200__.
  **DIRECTION
        AS TO REGISTRATION:**
  **(Name
        and address** **exactly** **as you wish them to appear on the share certificate representing the Shares
        and
        in the register of members.)**
  Full
        Name  :________________________________________________________________________
  Full
        Address:______________________________________________________________________
  Signature
        of
        Subscriber:______________________________________________________________
  If
                  the name above differs from the name of the Subscriber, then please
                  complete the following guarantee:
              Signature
                  of Subscriber guaranteed by:
                
                _______________________________________
                Authorized
                  Signature Number
  **NOTE:** The
        signature to this Subscription Form must correspond with the name as recorded
        on
        the Warrant Certificate accompanying this Subscription Form in every particular
        without alteration or enlargement or any change whatever. If not, the signature
        of the person executing this power must be guaranteed by a Bank or Trust
        Company
        or by a Member of a Professional Bar or Law Association or other entity
        acceptable to the Company’s Transfer Agent.
  22
  **SCHEDULE
        “C”**
 
 **PAYMENT
        SCHEDULE**
 
 The
        Purchaser hereby agrees to pay and deliver to the Company payment for the
        Securities in the amounts and at such times as set out below. The Company
        hereby
        agrees to the terms as set out below.
 
 **Payment
        for the Securities of USD$1,000,000 as to:**
 
 1)
              $200,000
                  on or before December 31, 2007
 
 2)
              $200,000
                  on or before January 31, 2008
 
 3)
              $200,000
                  on or before March 31, 2008
 
 4)
              $200,000
                  on or before May 31, 2008
 
 5)
              $200,000
                  on or before July 31, 2008
 
 23