Exhibit 4.1

 



SECURITIES OFFERED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933
ACT"), OR ANY STATE OR PROVINCIAL SECURITIES ACTS AND
ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THESE ACTS. 
SUCH SECURITIES MAY NOT BE
REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF
THE 1933 ACT, STATE OR PROVINCIAL SECURITIES ACT OR ARE
EXEMPT FROM SUCH REGISTRATION. 
THESE SECRUITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION
("SEC") OR BY ANY STATE OR PROVINCIAL SECURITIES ADMINISTRATION OR
REGULATORY AUTHORITY NOR HAS THE SEC OR ANY STATE OR PROVINCIAL SECURITIES
ADMINISTRATION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

TRUSTCASH HOLDINGS, INC. 

COMMON SHARES SUBSCRIPTION AGREEMENT





 

	
  INSTRUCTIONS: To properly complete this Agreement
  you must complete this page and page 2 and:

  	If you are a
       resident of British Columbia,
       sign the Canadian Certificate of Accredited Investor attached as
       Schedule B and Risk Acknowledgement attached as Schedule C. The purpose
       of the Schedule B Certificate is to determine whether you meet the
       standards for participation in a private placement under British
       Columbia securities laws where the company currently resides; and
	If you are
       resident in the United States
       or a United States
       citizen, complete Schedule A, Certification of U.S. Purchaser.  The purpose of the Certification
       is to determine whether you meet the standards for participation in a
       private placement under Rule 506 of
       Regulation D promulgated by the
       Securities and Exchange Commission; or
	If you are
       Non-United States resident, complete Schedule D, Certification of
       Non-U.S. Purchaser.
	All
       Purchasers should also complete the Registration Rights Agreement
       forwarded with this Agreement.


  


 


TO:         TRUSTCASH
HOLDINGS, INC. (the "Corporation")

                325-3495 Cambie Street, Vancouver, British Columbia V5Z 4R3



The undersigned (hereinafter referred to as the "Purchaser")
hereby irrevocably subscribes for and agree to purchase from the Corporation
the number of shares of Common Stock of the Corporation (the "Shares" or "Securities")
set forth below for the total consideration set forth below (the "Purchase Price"), representing a subscription price of US
$ 1.00 (as hereinafter defined) per Share, upon and subject to the
terms and conditions (including adjustment), and hereby covenants, represents
and warrants as set forth in "Terms and Conditions of Subscription of
Shares of Trustcash Holdings, Inc." dated for reference June 12, 2007
attached hereto and expressly incorporated herein.



 
	
  EXECUTED by the Purchaser this 30th day of
  June, 2007. 

  

  

  
	
  WITNESS:

  

  _________________________________________

  Signature of witness

  

  _________________________________________

  Name of witness

  

  _________________________________________

  Address of witness

  

  _________________________________________

  

  ACCEPTED this _______ day of __________, 2007.

  

  TRUSTCASH HOLDINGS, INC.

  Per:  /s/ Kent Carasquero


   

  	

  	
  EXECUTION BY PURCHASER:

  

  X _______________________________________

  Signature of individual or Authorized Signatory

  

  _________________________________________

  Name of Purchaser (please print)

  

  _________________________________________

  Name of authorized signatory (please print)

  

  _________________________________________

  Address of Purchaser (residence if an individual)

  

  _________________________________________

  Telephone Number

  

   

  


 



 

1



 


 
 	 
   

   ________________________________________

  Authorized Signatory

 	 	 
   __________________________________________

  E-Mail Address


 


                                                                                                                                       


 

                                                                                    


2



 


 
 	
   SUBSCRIPTION NFORMATIONNumber
   of Shares: __________________

   Purchase Price US$: __________________
	 	
   REGISTRATION INSTRUCTIONS:
   ____________________________________

   Name to appear on certificate

   ____________________________________

   Account reference, if applicable

   ____________________________________

   Address

   ____________________________________

	 
	
	
NON-PRINCIPAL INFORMATION

   

   If the Purchaser is signing as an agent for a
   principal and is not a trust company or an insurer or, in British Columbia a
   portfolio manager, in either case purchasing as trustee or agent for accounts
   fully managed by it, complete the following:
   _______________________________________

   Name of Principal (please print)

   _______________________________________

   Address of Principal

   _______________________________________

   Telephone Number

   _______________________________________

   E-Mail Address

 
	 
	
   DELIVERY INSTRUCTIONS:
   _______________________________

   Name and account reference, if applicable

   _______________________________

   Contact name

   _______________________________

   Address

   

   _______________________________

   Telephone Number



 




 
	

  	

  


 


REPRESENTATION OF PURCHASER:

1.      
The Purchaser represents that the
number of shares of common stock or securities convertible into shares of
common stock of the Corporation presently owned (beneficially, directly or
indirectly) by the Purchaser are as follows:



     Shares of common
stock:   ______________________



     Securities
Convertible into shares of common stock: _____________________






2.      
The Purchaser represents that the
Purchaser is
/ is not (circle one)
an Insider of the Corporation (as defined in the definition section below).

ACCEPTANCE:  The Corporation hereby accepts the above
subscription and the Corporation represents and warrants to the Purchaser that
the representations, warranties and covenants made by the Corporation in this
Agreement are true and correct in all material respects as of this date and
that the Purchaser is entitled to rely thereon.

TRUSTCASH HOLDINGS, INC.                                   Dated:
   June 30, 2007

                                                                                                              
Execution Date

Per:      /s/
Kent Carasquero

            Kent Carasquero, President

 


3






OFFERING TERMS





 

	
  Reference date of this
  Agreement: June 30, 2007 (the "Subscription
  Date")

  



 





               
The Offering:

 



 

	
  The Issuer: 

  
	

  	
  Name: Trustcash Holdings, Inc.
  (the "Corporation")

  
	

  	
  Jurisdiction of organization:   The
  Corporation is incorporated under the laws of Nevada.

  
	

  	
  Authorized and outstanding capital: At
  the time of closing the Company will have:

  	350,000,000
       shares of common stock with a par value $0.001 per share of which 33,000,000
       shares will be issued and outstanding on a post-split basis; and
	50,000,000
       shares of preferred stock with a par value of $0.001 per share of which
       no preferred shares are issued and outstanding.



  
	
  Securities Legislation Applicable to the
  Corporation or this Offering:  The
  United States Securities Act of 1933, and the
  Securities Act (British Columbia)
  together with the regulations and rules made and promulgated thereunder and
  all administrative policy statements, orders and rulings, notices and other
  administrative directions issued by the Commissions (as defined below).

  

  

  
	
  Purchased Securities: The
  "Securities" are shares of Common
  Stock of the Corporation. A maximum total of 500,000 shares of Common Stock
  of the Corporation are being offered (the "Shares"
  or the "Securities").  There is no minimum number of Shares which
  needs to be sold in this Offering. These Securities are being offered for
  cash.  


  
	
  Price: US $ 1.00 per Share for
  gross proceeds of US$ 500,000 if all 500,000 Shares being offered are sold. 

  

  

  
	
  Commission:  No finder's fee will be paid in
  cash or in shares of the Corporation in connection with this Offering.

  

  

  
	
  Additional provisions: The
  Shares will be issued and registered in the name of the purchasers or their
  nominees.  


  The issuance of the Shares in the Offering will not
  restrict or prevent the Corporation from obtaining any other financing, or
  from issuing additional securities or rights.  Purchaser acknowledges the dilution
  and effect of the transactions contemplated by the Purchase
  Agreement (defined below) and the exhibits thereto.  

  

  

  
	
  Selling Jurisdictions: The
  Shares may be sold in the United
    States, British Columbia and in jurisdictions
  outside of Canada
  and the United States
  (the "Selling Jurisdictions")
  solely in accordance with available exemptions and applicable law. 

  

  

  
	
  Exemptions: The Offering will
  be made in accordance with the following exemptions from the prospectus and
  registration requirements:

  
	

  	
  (a) in the United States, Rule 506
  of Regulation D promulgated under the U.S. Securities
  Act of 1933; and

  (b) in British Columbia, the "accredited investor" exemption (s.
  5.1, National Instrument 45-106) and Regulation S
  of the U.S. Securities Act of 1933; and

  (d) outside of the United
   States and Canada,
  Regulation S of the U.S. Securities
  Act of 1933.

  

  

  
	
  Closing Date Payment
  for, and delivery of, the Shares is scheduled to occur on or before April 30,
  2007 (the "Closing Date")
  or such other date as determined by the Corporation, in its sole discretion.

  

  

  
	
  Resale restrictions and legends There are substantial restrictions on
  the transferability of the Shares being offered; the Shares will not be, and investors
  in the Corporation have no right to require that the Shares be, registered
  under the Securities Act; there will be no public market for the Shares; and you
  will not immediately be able to avail yourself of the provisions of Rule 144
  adopted by the Securities and Exchange Commission under the Securities Act
  with respect to resale of the Shares;

  

  The Purchaser acknowledges that the certificates representing the Shares will
  bear  legends in substantially the
  following form:

  

  

  



	
  "THE
  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
  U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR OTHER APPLICABLE
  SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
  WITH A VIEW TO DISTRIBUTION 

  
  

  

  



	
  



 
 4

 


	
   

  OR RESALE
  AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN
  ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE 905,
  AND PRELIMINARY NOTES UNDER THE 1933 ACT OR (2) PURSUANT TO AN AVAILABLE
  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (3) PURSUANT
  TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS INVOLVING THESE
  SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE1933 ACT."  

  And Canadian
  Residents:

  "UNLESS PERMITTED UNDER
  SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE
  SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I)
  JUNE 30, 2007 AND (II) THE DATE THE ISSUER BECAME A REOPRTING ISSUER IN ANY
  PROVINCE OR TERRITORY."

   

	
  Use of Proceeds.  The Corporation has agreed to enter
  into a purchase agreement dated for reference June 30, 2007 with Trustcash
  LLC, and newly formed subsidiary of the Corporation called APS Systems, Inc.
  (the "Purchase Agreement").  A copy of the Purchase Agreement has
  been provided with this Subscription Agreement.  Trustcash LLC will become a wholly
  owned subsidiary of the Corporation on closing of the Purchase Agreement the
  business of Trustcash LLC will become the business of the Corporation.  Trustcash LLC is an alternative online
  payment system.  The funds raised
  in this private placement will be used to advance the Purchase Agreement and
  the new business direction of the Corporation on closing the Purchase Agreement.
  
  






 
	
  5

 

  


 






TERMS AND
CONDITIONS OF SUBSCRIPTION FOR SHARES 

OF  

TRUSTCASH HOLDINGS, INC.

Dated for reference June 30, 2007.

1. 
DEFINITIONS.

1.1  In the Subscription
Agreement (and all schedules and appendixes incorporated by reference), the
following words have the following meanings unless otherwise indicated:

	"1933 Act" means the United States
     Securities Act of 1933, as amended;

     
	"Applicable Legislation" means
     the Securities Legislation Applicable to the Corporation (as defined on
     page 3) and all legislation incorporated in the definition of this term in
     other parts of the Subscription Agreement, together with the regulations
     and rules made and promulgated under that legislation and all
     administrative policy statements, blanket orders and rulings, notices and
     other administrative directions issued by the Commissions;

     
	"Closing" means the completion
     of the sale and purchase of the Purchased Securities;

     
	"Closing Date" has the meaning
     assigned in the Terms being on or before March 31, 2007 or such other date
     as determined by the Corporation, in its sole discretion;

     
	"Commissions" means all
     securities commissions incorporated in the definition of this term in
     other parts of the Subscription Agreement and the Securities and Exchange
     Commission;

     
	"Corporation" means Trustcash
     Holdings, Inc.;

     
	"Final Closing" means the last
     closing under the Private Placement;

     
	"General Provisions" means
     those portions of the Subscription Agreement headed "General
     Provisions" and contained on page 11 to 17;

     
	"Offering" means up to 500,000
     Shares to raise an aggregate total of US$ 500,000 in cash.

     
	"Private Placement" means the
     offering of the Purchased Securities on the terms and conditions of this
     Subscription Agreement;

     
	"Purchased Securities" has the
     meaning assigned in the Terms;

     
	"Purchasers" means the
     purchasers of the Shares.

     
	"Regulation S" means Regulation S promulgated under the 1933 Act;

     
	"Regulatory Authorities" means
     the Commissions;

     
	"Securities" means the shares
     of Common Stock of the Corporation to be issued in this Offering;

     
	"Securities Commissions"
     means collectively the British
       Columbia 
     Securities Commission and the US Federal Securities Commission;

     
	"Shares" or "Securities" means the shares
     of Common Stock of the Corporation;

     
	
 "Subscription Agreement" means
     the first (cover) page, the Offering Terms on page 2, the General
     Provisions on pages 11 to 17 and the other schedules and appendixes
     incorporated by reference; and

     

     



 6

 

 
 	"Terms" means those portions
     of the Subscription Agreement headed "Offering Terms" and
     contained on page 2.

     
	"US" means the United States of America;

     
	"US Person" means a US person
     as that term is defined in Regulation S under the 1933 Act;

1.2   In the
Subscription Agreement, the following terms have the meanings defined in Regulation S: "U.S. Person"
and "United States".



1.3 In the Subscription Agreement, unless otherwise specified, currencies are
indicated with the ISO 4217 currency code so that, as examples, Canadian
dollars are indicated with the prefix "CAD" and United States dollars
are indicated with the prefix "US $".



1.4 In the Subscription Agreement, other words and phrases that are capitalized
have the meaning assigned in the Subscription Agreement.


2. 
TERMS OF OFFER.

2.1 The Shares will be sold by private placement pursuant to available
exemptions from securities legislation in British Columbia and other applicable
jurisdictions outside of United
  States and Canada.  The Shares may be sold in the United States
pursuant to the exemption from registration requirements of the 1933 Act
provided by Rule 506 of Regulation D of the 1933 Act. The Shares may be sold in
outside the United States
pursuant to the exemption from registration requirements of the 1933 Act
provided by Regulation S of the 1933 Act.   By its acceptance of this offer,
the Corporation covenants, agrees and confirms that the Purchaser will have the
benefit of all of the representations, warranties, covenants, agreements, terms
and conditions set forth in this Subscription Agreement.

2.2  The Purchaser
acknowledges that:

	The Offering
     will be used to provide additional working capital financing for the
     Corporation of up to US$ 500,000;

     
	There is no
     minimum subscription;

     
	This
     Subscription is irrevocable by the Purchaser and may be rejected by the
     Corporation in whole or in part; and

     
	There are
     legal and contractual restrictions on the Purchasers ability to resell or
     otherwise dispose of the Shares and it is the responsibility of the
     Purchaser to find out what those restrictions are and to comply with them;
     



3.  SHARES.

A total of 500,000 shares of Common Stock of the Corporation (the
"Shares") are being sold at a
price of US$ 1.00 per share to raise an aggregate total of US$ 500,000 in cash
and or settlement of debt if all Shares are sold.



4. 
OTHER PROVISIONS.  The
Corporation covenants that:




a.      
the distribution to the Purchaser
is made by the Corporation in a security of its own issue;




b.      
the Corporation, at the date of
distribution to the Purchaser, will have filed all documents that it is
required to file under the continuous disclosure provisions of the Securities
Laws, including annual and interim financial information, press releases
disclosing material changes, and material change reports;




c.       
the Corporation will place the
legend required by the 1933 Act and British Columbia adopted National
Instrument 45-106 ("Regulation 45-106")
where applicable and any other required legends on the 

 


7






d.      
certificates representing the
Shares; and




e.       
the Corporation is a
"reporting issuer" under section 12 of the US Securities
Exchange Act of 1934. 
The Corporation is not a "reporting issuer" in British Columbia or any
other jurisdiction in Canada.

5.  PAYMENT AND
DELIVERY.   The Purchaser hereby
unconditionally subscribes for and agrees to purchase the number of Shares
subscribed for on the face page of this Subscription Agreement at the
subscription price therein.  The
Purchaser shall deliver to the Corporation concurrently with the execution of
this Agreement (i) a completed and originally executed copy of, if applicable,
the Certificate of US Purchasers (Schedule A – US Subscribers Only), (ii)
the Certification of Canadian Accredited Investors (Schedule B); (iii) the Risk
Acknowledgement (Schedule C - Canadian Subscribers only), (iii) a completed and
originally executed copy of, if applicable, the Certificate of US Purchasers
(Schedule D – Non-US Subscribers Only),  and (iv) such information, additional
undertakings, questionnaires and other documents as the Corporation may request
in connection with the issue and sale of the Shares.  The Purchaser shall deliver at Closing the total purchase price for the Shares by way of
certified cheque or bank draft made payable to the Corporation.  The Purchaser acknowledges and agrees
that such undertakings, questionnaires and other documents, when executed and
delivered by the Purchaser, will form part of and will be incorporated into
this Subscription Agreement with the same effect as if each constituted a
representation, warranty or covenant of the Purchaser hereunder in favour of
the Corporation.  The Purchaser
consents to the filing of such undertakings, questionnaires and other documents
as may be required to be filed with any stock exchange or securities regulatory
authority in connection with the transactions contemplated hereby.

6.  ACCEPTANCE OR REJECTION OR
ALLOTMENT.  The
Corporation will have the right in its sole discretion to accept or reject this
offer at any time at or prior to the Closing.  The Purchaser acknowledges and agrees
that the acceptance of this offer may be subject to the discretion of any other
regulatory body having jurisdiction with respect to the Corporation, and will
be conditional on the allotment and the sale of the Shares to the Purchaser
being exempt from any prospectus requirements of all applicable securities legislation
or, as applicable, from registration requirements of the 1933 Act and any
applicable Provincial or State securities laws.  The Corporation will be deemed to have
accepted this offer upon delivery at the Closing of the certificates
representing the Purchaser's Shares. 
If the certificates representing the Purchaser's Shares have not
been delivered to the Purchaser on or before December 31, 2007, then this
Agreement shall terminate and all subscription funds advanced to the
Corporation hereunder will be paid forthwith to the Purchaser. 

7.  PURCHASER'S REPRESENTATIONS AND WARRANTIES.  The Purchaser acknowledges that the
following representations and warranties by it are given with the intention
that they will be relied upon by the Corporation and its counsel in determining
its eligibility or, if applicable, the eligibility of others on whose behalf it
is contracting hereunder to purchase the Shares under applicable securities
legislation.  The Purchaser represents
and warrants to the Corporation and its counsel, that its representation and
warranties are true as of the date of this offer and will be true as of the
date of this Subscription Agreement and agrees that by accepting delivery of
the Shares it shall be representing and warranting as of the Closing Date,
that:

a.      
British Columbia Accredited
Investors.  If the Purchaser is
a resident of, incorporated under or otherwise subject to the laws of British
Columbia the Purchaser represents that the Purchaser is an "accredited
investor" as that term is defined in National Instrument 45-106 and is
purchasing the Shares as principal, the Purchaser has completed and executed a
Canadian Certificate of Accredited Investor attached hereto as Schedule B and
hereby confirms the truth and accuracy of all statements made therein by the
Purchaser and that all such statements will be true and accurate at the Closing
Date; or






b.      
Distribution Outside United States.  The Purchaser, or any beneficial
purchaser for whom it is acting, will comply with the requirements of all applicable
securities legislation in United States, will provide such evidence of
compliance with all such matters the Corporation may request, and in connection
with the purchase of the Shares, the Purchaser hereby: 



A.            certifies
to the Corporation that it is not a resident of United States;




8








B.            acknowledges
to the Corporation that it is aware that:


                                                                                      
i.     
no securities commission or
similar regulatory authority has reviewed or passed on the merits of the Shares;


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


                                                                                   
iii.     
there are risks associated with
the purchase of the Shares;


                                                                                   
iv.     
the Corporation has advised the
Purchaser that the Corporation is relying on an exemption from the requirements
to provide the Purchaser with a prospectus and to sell securities through a
person registered to sell securities under the securities legislation and, as a
consequence of acquiring securities pursuant to this exemption, certain
protections, rights and remedies provided by the securities legislation,
including statutory rights of rescission or damages, will not be available to
the Purchaser;


                                                                                    
v.     
the certificates to be delivered
to the Purchaser representing the Shares purchased by the Purchaser will be in
compliance with the applicable laws of such jurisdiction and contain a legend
stating that the Shares are subject to resale restrictions; and


                                                                                   
vi.     
the Purchaser acknowledges that
the Shares have not been registered under the 1933 Act or the securities laws
of any State of the United States or Province in Canada and the Corporation
does not intend to register any of the Shares under the 1933 Act, or the
securities laws of any State of the United States or Province in Canada and
have no obligation to do so.  The
Shares may not be offered or sold in the United States unless registered in
accordance with United
  States federal securities laws and all
applicable State securities laws or exemptions from such requirements are
available.  The Purchaser
acknowledges that the Corporation will not register any transfer of any of the
Shares not made in accordance with Regulation S of the 1933 Act or pursuant to
an available exemption from registration; and




c.       
US Persons.  If the Purchaser is a US Person, then
either:

A.            The
Purchaser is purchasing the Shares in an "offshore transaction" as
defined in, and

pursuant to, Regulation S on the basis that the Purchaser was not offered the
Shares in the US and did not execute or deliver this Agreement in the US;

or

B.            The
Purchaser is a US Person who is an "accredited investor" as defined
in Rule 501 of Regulation D of the 1933 Act.




In either case, the Purchaser has duly completed, executed and delivered to the
Corporation Schedule A to this Agreement (Certificate of US Purchaser) and
represents, warrants and covenants to the Corporation the accuracy of all matters
set out therein;


d.      
Non-US Persons.  If the Purchaser is not a US Person,
then:

A.            the
Purchaser is not purchasing the Shares for the account or benefit of a US

Person;

B.            was
not offered the Shares in the US;
and


C.            did
not execute or deliver this Agreement in the US;

The Purchaser has duly
completed, executed and delivered to the Corporation Schedule D to this
Agreement (Certificate of Non-US Purchaser) and represents, warrants and
covenants to the Corporation the accuracy of all matters set out therein;



9






e.       
US Securities Laws.  Each Purchaser acknowledges that that
the Shares have not been registered under the 1933 Act or the securities laws
of any State in the US and that the Corporation does not intend to register any
of the Shares under the 1933 Act, or the securities laws of any State in the US
and has no obligation to do so.  It
is contemplated that the Corporation will enter into a registration rights
agreement with the Purchasers purchasing Shares under this Subscription
Agreement.  To the extent that such
agreement is executed by the Corporation and the Purchaser, the Corporation
will register the underlying shares of Common Stock pursuant to such
registration rights agreement.  The
Shares may not be offered or sold in the US unless registered in accordance
with US federal securities laws and all applicable State securities laws or
exemptions from such requirements are available.  The Purchaser acknowledges that the
Corporation will not register any transfer of any of the Shares not made in accordance
with Regulation S of the 1933 Act or pursuant to an available exemption from
registration.




f.       
Authorization and Effectiveness.  If the Purchaser is a corporation, the
Purchaser is a valid and subsisting corporation, has the necessary corporate
capacity and authority to execute and deliver this offer and to observe and
perform the covenants and obligations hereunder and has taken all necessary
corporate action in respect thereof, if the Purchaser is a partnership,
syndicate or other form of unincorporated organization, the Purchaser has the
necessary legal capacity and authority to execute and deliver this offer and to
observe and perform its covenants and obligations hereunder and has obtained
all necessary approvals in respect thereof, or, if an individual, the Purchaser
has attained the age of majority and is legally competent to execute this
agreement and to take all actions required pursuant thereto, and, in each case,
upon acceptance by the Corporation, this Subscription Agreement constitutes a legal,
valid, binding and enforceable contract of the Purchaser or the beneficial
purchaser for which it is purchasing, as the case may be;




g.       
Absence of Offering Memorandum.  The offering and sale of the Shares to
the Purchaser were not made through an advertisement of the Shares in printed
media of general and regular paid circulation, radio or television, or any
other form of advertisement, and the Purchaser has not requested, nor does it
need to receive, an offering memorandum or other document prepared by the
Corporation describing its business affairs, in order to assist it in making an
investment decision in respect of the Shares, and, except for this Subscription
Agreement, no other documents have been delivered or otherwise furnished to the
Purchaser in connection with such offering and sale;




h.      
Purchasing as Principal or
Non-Principal.  The Purchaser is
purchasing the Shares as principal for its own account, not for the benefit of
any other person and not with a view to the resale or distribution of all or
any of the Shares;




i.        
Unincorporated Organization.  If the Purchaser is a syndicate,
partnership or other form of unincorporated organization, the Purchaser
warrants and represents that it was not created solely to permit purchases
without a prospectus by groups of individuals or other persons who are not
"accredited investors" as that term is defined in Regulation 45-106
(See Schedule B attached hereto);




j.        
Disclosure to Regulatory
Authorities.  The Purchaser
acknowledges that the Corporation may in the future be required by law to
disclose the Purchaser's name and other information relating to this
Agreement and the Purchaser's subscription hereunder, on a confidential
basis to securities regulatory authorities or pursuant to the Proceeds of Crime (Money Laundering) Act;




k.      
No Undisclosed Information.  The Shares are not being purchased by
the Purchaser as a result of any material information concerning the
Corporation that has not been publicly disclosed and the Purchaser's
decision to tender this offer and acquire the Shares has not been made as a
result of any oral or written representation as to fact or otherwise made by or
on behalf of the Corporation or any other person and is based entirely upon
currently available public information concerning the Corporation;




10








l.        
Adequate Information.  The Purchaser has had access to and has
received all such information concerning the Corporation that the Purchaser
considers necessary in connection with the Purchaser's investment
decision;




m.     No
Recommendation or Endorsement. 
No agency, governmental authority, regulatory body, stock exchange, or
other entity has made any finding or determination as to the merit for
investment of, nor have any such agencies or government authorities made any
recommendation or endorsement with respect to the Shares; and




n.       No
Representations as to the Shares. 
No person has made to the Purchaser any written or oral representations:



   i.          that
any person will resell or repurchase the Shares;


   ii.         
that any person will refund the purchase price for the Shares;


   iii.          as
to the future price or value of the Shares; or



           iv.          that
the Shares will be listed and posted for trading on any stock exchange or that
an 

                        
application has been made to list the shares of Common Stock of the Corporation
on any stock exchange other than the OTC Bulletin Board.


8. 
CORPORATION'S REPRESENTATIONS AND
WARRANTIES.  By its execution of this Subscription
Agreement, the Corporation hereby represents, warrants and covenants to the
subscriber that:

a.      
the Corporation has the full corporate power and
authority to execute and deliver this Subscription Agreement and to issue the
Shares;


b.      
this Subscription Agreement constitutes a binding
obligation of the Corporation enforceable in accordance with its terms; and


c.       
the execution and delivery of, and the performance of
the terms of, this Subscription Agreement by the Corporation, including the
issue of the Shares, does not and will not constitute a breach of or default
under the constating/organizational documents of the Corporation or any law,
regulation, order or ruling applicable to the Corporation or any agreement,
contract or indenture to which the Corporation is a party or by which it is
bound.


9.  HOLD PERIOD AND
RESALE CONDITIONS. 
The Purchaser acknowledges there are substantial restrictions on the transferability of the Shares provided in this
Offering; and such Shares will not be, and the Purchaser in the Corporation have no right to require that the
Shares be, registered under the Securities Act; there will be no public market for the Shares; and the undersigned will
not immediately be able to avail himself or herself of the provisions of Rule 144 adopted by the
Securities and Exchange Commission under the Securities Act with respect to resale of the Shares.  The Purchaser further understands and
acknowledges that the Shares will be subject to certain resale restrictions
under applicable securities laws and the Purchaser agrees to comply with such
restrictions and further acknowledges that the Shares cannot be resold unless the
following conditions are complied with:


a.      
the sale is to the Corporation;




b.      
the sale is made outside of the US in a
transaction meeting the requirements of Rule 904 of Regulation S and in
compliance with local laws and regulations;




c.       
the sale is made pursuant to the
exemption from registration requirements under the 1933 Act provided by Rule
144 thereunder and in accordance with any applicable State securities laws or
"blue sky" laws;




d.      
the sale is to an institutional
"accredited investor" as defined in Rule 501(a)(1), (2), (3), or
(7) under the 1933 Act and a purchaser's letter containing the same
representations, warranties and agreements as those contained in this
certification, and satisfactory to the Corporation, is executed by the
purchaser and delivered to the Corporation prior to the sale; or


 


11








the securities are sold 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 it has prior to such sale
furnished to the Corporation an opinion of counsel reasonably satisfactory to
the Corporation stating that such transaction is exempt from registration under
applicable securities laws and that the legend may be removed.

10.  LEGEND.  The Purchase acknowledges and accepts
that the certificates representing the Shares will bear the following legends
or a legend with similar wording:

THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR OTHER
APPLICABLE SECURITIES LAWS. THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND
MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF
REGULATIONS S, RULE 901 THROUGH RULE 905, AND
PRELIMINARY NOTES UNDER THE 1933 ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE1933 ACT. 

And certificates issued
to Canadian Purchasers:

"UNLESS PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) JUNE 30, 2007,
AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR
TERRITORY."

11.  NO
REVOCATION.  The
Purchaser agrees that this offer is made for valuable consideration and may not
be withdrawn, cancelled, terminated or revoked by the Purchaser.

12.  INDEMNITY.  The Purchaser agrees to indemnify and
hold harmless the Corporation and its directors, officers, employees, agents,
advisors and shareholders from and against any and all loss, liability, claim,
damage and expense whatsoever (including but not limited to, any and all fees,
costs and expenses whatsoever reasonably incurred in investigating, preparing
or defending against any claim, law suit, administrative proceeding or
investigation whether commenced or threatened) arising out of or based upon any
representations or warranty of the Purchaser contained herein or in any
document furnished by the Purchaser to the Corporation in connection herewith
being untrue in any material respect or any breach or failure by the Purchaser
to comply with any covenant or agreement made by the Purchaser herein or in any
document furnished by the Purchaser to the Corporation in connection herewith.

13.  MODIFICATION.  Neither this Subscription Agreement nor
any provision hereof shall be modified, changed, discharged or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge or termination is sought.

14. 
ASSIGNMENT. 
This Subscription Agreement and any interest herein or any of the rights
arising hereunder may be assigned only together with the transfer of the Shares
purchased hereunder and in accordance with applicable Securities Laws and any
securities laws within or outside of Canada in the jurisdiction in which the
Purchaser resides, and provided that the assignment is made in the assignee
resides either (i) outside of Canada and the United States or (ii) outside
British Columbia and agrees in writing to be bound by the terms and conditions
of this Subscription Agreement and (iii) completes and executes and
Acknowledgement of Assignment Form attached to the certificates representing
the Shares and delivers it to the Corporation.

15. 
NOTICE. 
All notices or other communications to be given hereunder shall be
delivered by hand or by telecopier, on the date of transmission if sent before 5:00 p.m. and such day or, if not, on
the first business day following the date of transmission.

Notice to the Corporation shall be addressed to:


12





Trustcash Holdings, Inc.
(the "Corporation")

325-3495
Cambie Street

Vancouver,
British Columbia V5Z 4R3          

Attention: Kent Carasquero

Fax
No.: (604) 725-4160


Notices to the Purchaser shall be addressed to the address of the
Purchaser set out on the execution page hereof under AExecution
of Purchaser@.

Either the Corporation or the Purchaser may change its address for
service aforesaid by notice in writing to the other party hereto specifying its
new address for services hereunder.

16. 
MISCELLANEOUS. 
The agreement resulting from acceptance of this Subscription Agreement
by the Corporation contains the whole agreement between the Corporation and the
Purchaser in respect of the subject matters hereof and except as provided
herein there are no warranties, representations, terms, conditions, or
collateral agreements, express, implied or statutory, other than as expressly
set forth herein and in any amendments hereto.  All representations, warranties, agreements
and covenants made or deemed to be made by the Purchaser herein will survive
the execution and delivery, and acceptance, of this offer and the Closing.  Time shall be of the essence of this
Subscription Agreement.  This
Subscription Agreement and the rights and obligations of the parties hereunder
will be governed by and construed according to the laws of the State of Delaware.  Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Subscription Agreement (whether brought
against a party hereto or its respective affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal
courts sitting in the city of New York, Borough of Manhattan (the "New York Courts"). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to the
enforcement of any term the Subscription Agreement), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, or
such New York Courts are improper or inconvenient venue for such proceeding. This
Subscription Agreement will enure to the benefit of and be binding upon the
parties hereto, and their heirs, executors, administrators, successors and
permitted assigns.  This
Subscription Agreements may be executed in any number of counterparts, each of
which when delivered, either in original or facsimile form, shall be deemed to
be an original and all of which together shall constitute one and the same
document.  The Purchaser
acknowledges and agrees that all costs incurred by the Purchaser (including any
fees and disbursements of any special counsel retained by the Purchaser)
relating to the sale of the Shares to the Purchaser shall be borne by the
Purchaser.  The Purchaser, on its
own behalf and, if applicable, on behalf of others for whom it is contracting
hereunder, agrees that this offer is made for valuable consideration and may
not be withdrawn, cancelled, terminated, or revoked by the Purchaser, on its
own behalf and, if applicable, on behalf of others for whom it is contracting
hereunder.  The covenants,
representations and warranties contained herein shall survive the closing of
the transactions contemplated hereby.

 



 
 	13

 


 







SCHEDULE
"A"


CERTIFICATION
OF US PURCHASERS

Capitalized terms not specifically defined in this Certification have
the meaning ascribed to them in the Subscription Agreement to which this
Schedule is attached.  In the event
of a conflict between the terms of this Certification and such Subscription
Agreement, the terms of this Certification shall prevail.

In addition to the covenants, representations and warranties contained
in the Subscription Agreement to which this Schedule A  is attached, the undersigned (the APurchaser@)
covenants, represents and warrants to the Corporation that:

1.                  
The Purchaser is (i) a US Person and (ii) authorized
to consummate the purchase of the Shares.

2.                  
The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Shares and it is able to bear the economic risk
of loss of its entire investment.

3.                  
The Corporation has provided to it the opportunity to
ask questions and receive answers concerning the terms and conditions of the
offering and it has had access to such information concerning the Corporation
as it has considered necessary or appropriate in connection with its investment
decision to acquire the Shares, including access to the Corporation=s public filings available on the
Internet at www.sec.gov  and that any answers to questions and
any requests for information have been complied with the Purchaser=s satisfaction.

4.                  
The Purchaser is acquiring the Shares for its own
account, for investment purposes only and not with a view to any resale,
distribution or other disposition of the Shares in violation of the United States
securities laws.

5.                  
The address of the Purchaser set out on Page 1 of the
Subscription Agreement is the true and correct address of the Purchaser and can
be relied on by the Corporation and the Agent for purposes of State blue sky
laws.

6.                  
The Purchaser understands (i) the Shares have not been
and will not be registered under the 1933 Act, or the securities laws of any
State in the US; (ii) the sale contemplated hereby is being made in reliance on
an exemption from such registration requirements; (iii) subject to certain
exceptions provided under the 1933 Act, the Shares may not be transferred or
exercised in the US or by or on behalf of a US Person unless such Securities,
as applicable, are registered under the 1933 Act and applicable State
securities laws or unless an exemption from such registration requirements is
available.

7.                  
The Purchaser satisfies one or more of the categories
indicated below (please handwrite your
initials on the appropriate line):

a.      ______         the
Purchaser is purchasing the Shares in an  "offshore transaction" as
defined in, and pursuant to, Regulation S on the basis was not offered the Shares
in the US and did not execute or deliver the Subscription Agreement in the US;
or

b.      ______         the
Purchaser is an "accredited investor" as defined in Rule 501 of
Regulation D of the 1933 Act by virtue of meeting one of the following criteria
(please handwrite your initials on the
appropriate line):

i.      ______          The
Purchaser is a natural person whose total personal net work, either
individually or jointly with such person's spouse, at the time of
purchase, exceeds US $ 1,000,000; or


ii.     ______          The
Purchaser is a natural person who had individual income in excess of US $ 200,000,
or joint income with the person's spouse in excess of 

 



 
 	14

 


 







                                US $ 300,000, in
each of the two most recent years and reasonably expects to reach the same
income level in the current year; or


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


iv.     ______         A
trust that (a) has total assets in excess of US $ 5,000,000; (b) was not formed
for the specific purpose of acquiring the Shares; and (c) is directed in its
purchases of the Shares by a person who has such knowledge and experience in
financial and business matters that he/she is capable of evaluating the merits
and risks of an investment in the Shares; or


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


vi.    ______          A
Small Business Investment Company licensed by the US Small Business
Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958; or


vii.   ______          A private
business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; or 


viii.  ______          The
Purchaser is a natural person whose total personal net work, either
individually or jointly with such person's spouse, at the time of
purchase, exceeds US $ 1,000,000; or


ix.
   ______          The Purchaser
is a natural person who had individual income in excess of US $ 200,000, or
joint income with the person's spouse in excess of US $ 300,000, in each
of the two most recent years and reasonably expects to reach the same income
level in the current year; or


x.     ______          An entity in
which all of the equity owners satisfy the requirements of one or more of the
foregoing categories.






9.      
The Purchaser has not purchased
the Shares as a result of any form of general solicitation or general
advertising (as those terms are used in Regulation D under the 1933 Act),
including advertisements, articles, notices or other communications published
in any newspaper, magazine or similar media or broadcast over radio or
television, or other form of telecommunications, including electronic display,
or any seminar or meeting whose attendees have been invited by general
solicitation or general advertising.






10.   
If the Purchaser 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:






e.       
the sale is to the Corporation;






f.       
the sale is made outside of the US in a
transaction meeting the requirements of Rule 904 of Regulation S and in
compliance with local laws and regulations;






g.       
the sale is made pursuant to the
exemption from registration requirements under the 1933 Act provided by Rule
144 thereunder and in accordance with any applicable State securities laws or
"blue sky" laws;






h.      
the sale is to an institutional
"accredited investor" as defined in Rule 501(a)(1), (2), (3), or
(7) under the 1933 Act and a purchaser's letter containing the same
representations, warranties and agreements as those contained in this
certification, and satisfactory to the Corporation, is executed by the purchaser
and delivered to the Corporation prior to the sale; or






i.        
the securities are sold 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 it has prior to such sale furnished to the Corporation an
opinion of counsel reasonably satisfactory to the Corporation stating that such
transaction is exempt from registration under applicable securities laws and
that the legend may be 


 


15






 
        
removed.






11.   
The Purchaser acknowledges that
the Purchaser has not purchased the Securities as a result of, an will not
engage in, any "direct selling effort" (as defined in Regulation S
under the 1933 Act) in the US in respect of the Securities which would include
any activities undertaken for the purpose of, or that could be reasonably
expected to have the effect of, conditioning the market in the US for the
resale of the Securities; provided however that the Purchaser may sell or
otherwise dispose of any of the Securities pursuant to registration of the
Securities under the 1933 Act and any applicable State securities laws or under
an exemption from such registration requirements and as otherwise provided
herein; and






12.   
The certificate representing the
securities issued hereunder, as well as all certificates issued in exchange for
or in substitution of the foregoing, until such time as it is no longer
required under the applicable requirements of the 1933 Act or applicable State
securities laws, will bear on the face of such certificate, the following
legend or similar worded legend:

THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR OTHER
APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS
OF REGULATIONS S, RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER THE
1933 ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE1933 ACT.






13.   
The Purchaser understands and
agrees that there may be material tax consequences to the Purchaser of an
acquisition or disposition of the Shares. 
The Corporation 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 undersigned's acquisition or
disposition of such Shares.








14.   
The Purchaser consents to the
Corporation making a notation on its records or giving instructions to any
transfer agent of the Corporation in order to implement the restrictions on
transfer set forth and described in this Certification and Subscription
Agreement.

DATED June 30, 2007.

X
_______________________________________

Signature of individual or Authorized Signatory



_________________________________________

Name of Purchaser (please print)



_________________________________________

Name of authorized signatory (please print)



_________________________________________

Address of Purchaser (residence if an individual)



_________________________________________

Telephone Number



_________________________________________

E-Mail Address



 
 	


 



 
 	16

 


 







SCHEDULE
"B"

                                              CANADIAN
CERTIFICATE OF ACCREDITED INVESTORS

To: Trustcash Holdings, Inc.

Re: Subscription for Securities of
Corporation


The undersigned Purchaser/ officer of the Purchaser (or in the case of
a trust, the trustee or an officer of the trustee of the trust) hereby
certifies that:

1.                  
he or she has read the Subscription Agreement and
understands that the offering of Shares is being made on a prospectus exempt
basis; and

2.                  
the Purchaser is an accredited investor as defined in Regulation
45-106, by virtue of being:


(please
handwrite your initials on the appropriate line)

	
  ____

  	
  a.     
  
	
  a bank listed in Schedule I or II of
  the Bank Act (Canada) or an
  authorized foreign bank listed in Schedule III of that Act;

  
	

  
	

  
	
  ____

  	
  b.     
  
	
  the Business Development Bank of Canada
  incorporated under the Business
  Development Bank of Canada Act (Canada);

  
	

  
	

  
	
  ____

  	
  c.      
  
	
  a loan corporation or trust
  corporation registered under the Loan and
  Trust Corporations Act (Ontario)
  or under the Trust and Loan Companies Act (Canada), or
  under comparable legislation in any other jurisdiction;

  

  

  
	

  
	

  
	
  ____

  	
  d.     
  
	
  a co-operative credit society, credit
  union central, federation of caisses populaires, credit union or league, or
  regional caisse populaire, or an association under the Cooperative Credit Associations Act (Canada),
  in each case, located in Canada;

  
	

  
	

  
	

  
	
  ____

  	
  e.      
  
	
  a company licensed to do business as
  an insurance company in any jurisdiction;


  
	

  
	
  ____

  	
  f.      
  
	
  a subsidiary entity of any person or
  company referred to in paragraph (a), (b), (c), (d) or (e), where the company
  owns all of the voting shares of the subsidiary entity;


  
	

  
	

  
	
  ____

  	
  g.      
  
	
  a person or company registered under
  the Securities Act (Ontario) or securities
  legislation in another jurisdiction as an adviser or dealer, other than a
  limited market dealer;


  
	

  
	

  
	
  ____

  	
  h.     
  
	
  the government of Canada or of
  any jurisdiction, or any crown corporation, instrumentality or agency of a
  Canadian federal, provincial or territorial government;

  
	

  
	

  
	
  ____

  	
  i.       

  
	
  any Canadian municipality or any
  Canadian provincial or territorial capital city;

  
	

  
	
  ____

  	
  j.       

  
	
  any national, federal, state,
  provincial, territorial or municipal government of or in any foreign
  jurisdiction, or any instrumentality or agency thereof;

  
	

  
	

  
	
  ____

  	
  k.     
  
	
  a pension fund that is regulated by
  either the Office of the Superintendent of Financial

  Institutions (Canada) or a
  provincial pension commission or similar regulatory authority;

  
	

  
	

  
	
  ____

  	
  l.       

  
	
  a registered charity under the Income Tax Act (Canada);

  
	

  






17




	

  
  ____

  	
  m.   
  
	
  an individual who beneficially owns,
  or who together with a spouse beneficially own, financial assets having an
  aggregate realizable value that, before taxes but net of any related
  liabilities, exceeds CAD$ 1,000,000;[1]

  
	

  
	

  
	

  
	
  ____

  	
  n.     
  
	
  an individual whose net income before
  taxes exceeded CAD$ 200,000 in each of the two most recent years or whose net
  income before taxes combined with that of a spouse exceeded CAD$ 300,000 in
  each of those years and who, in either case, has a reasonable expectation of
  exceeding the same net income level in the current year;

  
	

  
	

  
	

  
	

  
	
  ____

  	
  o.     
  
	
  an individual who has been granted
  registration under the Securities Act (Ontario) or securities legislation in
  another jurisdiction as a representative of a person or company referred to
  in paragraph (g), whether or not the individual's registration is still
  in effect;

  
	

  
	

  
	

  
	
  ____

  	
  p.     
  
	
  a Corporation that is acquiring
  securities of its own issue;

  
	

  
	
  ____

  	
  q.     
  
	
  a company, limited partnership,
  limited liability partnership, trust or estate, other than a mutual fund or
  non-redeemable investment fund, that had net assets of at least CAD$
  5,000,000 as reflected in its most recently prepared financial statements;

  
	

  
	

  
	

  
	
  ____

  	
  r.       

  
	
  a person or company that is recognized
  by the British Columbia Securities Commission as an Accredited Investor;

  
	

  
	

  
	
  ____

  	
  s.      
  
	
  a mutual fund or non-redeemable
  investment fund that, in Ontario,
  distributes its securities only to persons or companies that are Accredited
  Investors;

  
	

  
	

  
	
  ____

  	
  t.       

  
	
  a mutual fund or non-redeemable
  investment fund that, in Canada, distributes its securities under a
  prospectus for which a receipt has been granted by the Director (as defined
  in the applicable  Securities
  Act(s)) or, if it has ceased distribution of its Securities, has previously
  distributed its securities in this manner;

  
	

  
	

  
	

  
	

  
	
  ____

  	
  u.     
  
	
  a fully managed account if it is
  acquiring a security that is not a security of a mutual fund or
  non-redeemable investment fund;

  
	

  
	

  
	
  ____

  	
  v.     
  
	
  an account that is fully managed by a
  trust corporation registered under the Loan and Trust

  Corporations Act (Ontario) or under the Trust and
  Loan Companies Act (Canada) or under comparable
  legislation in any other jurisdiction;

  
	

  
	

  
	

  
	
  ____

  	
  w.    
  
	
  an entity organized outside of Canada
  that is analogous to any of the entities referred to in paragraphs (a)
  through (g) and paragraph (k) in form and function; or**[2]

  
	

  
	

  
	
  ____

  	
  x.     
  
	
  a person or company in respect of
  which all of the owners of interests, direct or indirect, legal or
  beneficial, are persons or companies that are Accredited Investors; or

  
	

  
	

  



______________________________



[1]              NI 45-106 defines
the term (i) "financial assets" as cash, securities, or any contract of
insurance or deposit or evidence thereof that is not a security for the purposes
of NI 45-106 (ii) "related liabilities" as liabilities incurred or assumed for
the purpose of financing the acquisition or ownership of financial assets and
liabilities
that are
secured by financial assets, (iii) "managed account" as an investment portfolio
account of a client established in writing with a portfolio adviser who makes
investment decisions for the account and has full discretion to trade in
securities of the account without requiring the client's express consent to a
transaction, and (iv) "spouse" as, in relation to an individual, another
individual to whom that individual is married, or another individual of the
opposite sex or the same sex with whom that individual is living in a conjugal
relationship outside marriage. Terms used herein which are defined in National
Instrument 14-101 ("NI 14-101") as adopted by the Ontario Securities Commission
have the meaning given to them in NI 14-101 and terms used herein which are
defined in the Act have the meaning given to them in the Act.

                
Reference should be made to NI 45-106 itself for its complete text, including
other definitions, and to the Companion Policy to the NI 45-106 for matters of
interpretation and application.





[2]              If individual Accredited Investors wish to purchase through
wholly-owned holding companies or similar entities, such purchasing entities
must qualify under section (aa), above, which must be checked.



18




Notes:


The statements made in this Schedule are true.

DATED June 30, 2007.


 
  
X_______________________________________

Signature of individual or Authorized Signatory



_________________________________________

Name of Purchaser (please print)



_________________________________________

Name of authorized signatory (please print)



_________________________________________

Address of Purchaser (residence if an individual)



_________________________________________

Telephone Number



_________________________________________

E-Mail Address

  

 




             


                 
19

 






                                                                                                        


SCHEDULE "C"

RISK ACKNOWLEDGEMENT






Form
45-106F4




	

  Risk
  Acknowledgement


  -       I
  acknowledge that this is a risky investment.


  -       I am
  investing entirely at my own risk.


  -   
      
  No
  securities regulatory authority has evaluated or endorsed the merits of these
  securities or the disclosure in the offering memorandum.

  -       The
  person selling me these securities is not registered with a securities
  regulatory authority and has no duty to tell me whether this investment is
  suitable for me. 

  -       I will
  not be able to sell these securities except in very limited
  circumstances.  I may never be
  able to sell these securities. 

  -       I could
  lose all the money I invest.


  I am investing $____________ [total consideration]
  in total; this includes any amount I am obliged to pay in future.  Trustcash Holdings, Inc. will pay no
  fee or commission in connection with this investment.


  I acknowledge that this is a risky
  investment and that I could lose all the money I invest.


                         


                                                                                                  
  _____________________________  

  Date                                                                      
  Signature of Purchaser

                                                                                                


                                                                                                                                                                                             
  

                                                                                                       
  Print Name of Purchaser

                                                                                                          


  Sign 2 copies of this document.  Keep one copy for your records.


  	

  

  

  

  

  

  

  

  

  

  

  

  

  

  

   



-   

You have 2 business days to cancel
your purchase 

To do so, send a notice to Trustcash Holdings, Inc. stating that you
want to cancel your purchase.  You
must send the notice before midnight
on the 2nd business day after you sign the agreement to purchase the
securities.  You can send the notice
by fax or email or deliver it in person to Trustcash Holdings, Inc. at its
business address.  Keep a copy of
the notice for your records.

Trustcash Holdings, Inc.

325-3495
Cambie Street

Vancouver,
British Columbia V5Z 4R3

Attention:
Kent Carasquero

Fax
No.: (604) 725-4160

E-mail
address:  kent@tyeecapital.com







20







You are buying Exempt Market
Securities

They are called exempt market
securities because two parts of securities law do not apply to them.
If an issuer wants to sell exempt market
securities to you:

-               the
issuer does not have to give you a prospectus (a document that describes the
investment in detail and gives you some legal protections), and

-               the
securities do not have to be sold by an investment dealer registered with a
securities regulatory authority.

There are restrictions on your ability to resell exempt market securities.  Exempt
market securities are more risky than other securities.

You will receive an offering
memorandum Read the offering memorandum carefully because it
has important information about the issuer and its securities. Keep the
offering memorandum because you have rights based on it. Talk to a lawyer for
details about these rights.

You will not receive advice  

You will not get professional advice about whether the investment is
suitable for you. But you can still seek that advice from a registered adviser
or investment dealer.  In Alberta, Manitoba, Northwest Territories, Prince Edward Island,
Québec and Saskatchewan
to qualify as an eligible investor, you may be required to obtain that
advice.  Contact the Investment
Dealers Association of Canada (website at www.ida.ca)
for a list of registered investment dealers in your area.

The securities you are buying are not
listed 

The securities you are buying are not listed on any stock exchange, and
they may never be listed. You may never be able to sell these securities.

The issuer of your securities is a
non-reporting issuer

A non-reporting issuer
does not have to publish financial information or notify the public of changes
in its business. You may not receive ongoing information about this issuer.

For more information on the exempt market, call your local securities
regulatory authority. 


 
	
  British
    Columbia Securities Commission

  701
    West Georgia Street

  P.O.
    Box 10142, Pacific Centre

  Vancouver, B.C. V7Y 1L2

  Telephone: 604-899-6500

  Fax: 604-899-6506

  Website: http://www.bcsc.bc.ca

  	

  


 


[Instruction:  The purchaser must sign 2 copies of this
form.  The purchaser and the issuer
must each receive a signed copy.]





 


 
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SCHEDULE
"D"

CERTIFICATION
OF NON-US PURCHASERS


To: Trustcash Holdings, Inc.

Re: Subscription for Securities of
Corporation


The undersigned Purchaser/ officer of the Purchaser (or in the case of
a trust, the trustee or an officer of the trustee of the trust) hereby
certifies that:






	

I have read the Subscription Agreement and understand
that the offering of Shares is being made on a prospectus exempt basis;  


 
	

the Purchaser is an not a "U.S. Person" as
defined in Regulation S (as the same may be amended from time to time)
promulgated under the Act.the Shares are bring purchased for the
Purchaser's own account for investment and not with a view to the resale
or distribution of the shares within, or to citizens or residents of, the United States of America;


 



4.      
The Purchaser is not purchasing the shares for the
account or benefit or a citizen or resident of the United States of America or any
partnership or corporation organized or incorporated under the laws of any
jurisdiction in the United
  States of America;


5.      
At the time of execution of this Subscription
Agreement, the Purchaser is outside the United States of America;


6.      
The Purchaser has received or has had access to all
information the Purchaser consider necessary or advisable in order to enable the
Purchaser to make an informed decision concerning your purchase of the shares;
and


7.      
The Purchaser has such knowledge and experience in
business and financial matters that you are capable of evaluating the merits
and risks or investing in the shares, and you are able to bear the economic
risk of investing in the shares;

The Purchaser further understands and agrees that the Shares may not be
offered for sale, sold, or otherwise disposed of within or to United States
citizens or residents unless the shares are subsequently registered under the Act of 1933 or an exemption from registration is available.
The certificate representing the shares will contain a restrictive legend with
respect to the foregoing. In the event that by reason of your acquisition of
the shares you are required to make any filings pursuant to the United States Securities Exchange Act of 1934, as amended, the certificate
representing the shares will not be issued to you until all applicable filing
requirements have been satisfied.

The statements made in this Schedule are true.

DATED ______________, 2007. 

X
_______________________________________

Signature of individual or Authorized Signatory



_________________________________________

Name of Purchaser (please print)



_________________________________________

Name of authorized signatory (please print)



_________________________________________

Address of Purchaser (residence if an individual)



_________________________________________

Telephone Number



_________________________________________

E-Mail Address



 
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