Filed by Automated Filing Services Inc. (604) 609-0244 - Playbox (US) Inc. - Exhibit 10.20






Exhibit 10.20 

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED 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 MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 

REGULATION S SUBSCRIPTION AGREEMENT 

(FOR NON-U.S. SUBSCRIBERS) 

THIS AGREEMENT is made effective as of the date of
acceptance set forth on the execution page to this Agreement. 

BETWEEN: 

PLAYBOX (US) INC., a Nevada
corporation 

(hereinafter called the “Company”)


OF THE FIRST PART 

AND: 

THE SUBSCRIBER LISTED ON THE
EXECUTION PAGE TO THIS AGREEMENT 

(hereinafter called the “Subscriber”)


OF THE SECOND PART 

NOW THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

ARTICLE 1 
DEFINITIONS 

1.1           
            
Definitions. The following terms will have the following meanings for all
purposes of this Agreement: 

(a)   
         “Agreement” shall mean this
Agreement, and all schedules and amendments to the Agreement; 




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(b)            
“Closing” shall mean the closing of the purchase and sale of the Units in
accordance with the terms and conditions of this Agreement; 

(c)             “Common
Stock” means the Common Stock of the Company with a par value of $0.001 per
share; 

(d)             “Exchange
Act” shall mean the United States Securities Exchange Act of 1934, as amended;


(e)             “Subscriber”
shall mean the Subscriber executing the signature page to this Agreement; 

(f)            
“Offering” shall mean the offering of 320,000 Units by the Company at the
Subscription Price; 

(g)             “SEC”
shall mean the United States Securities and Exchange Commission; 

(h)            
“Securities” shall mean the Units, the Shares, the Warrants and the Warrant
Shares; 

(i)            
“Securities Act” shall mean the United States Securities Act of 1933, as
amended; 

(j)            
"Shares" means those shares of Common Stock to be purchased by the Subscriber
and comprising a portion of the Units;

(k)            
“Subscription Price” means the subscription price of $0.25 per Unit payable by
the Subscriber to the Company in consideration for the purchase and sale of the
Units, in the aggregate amount of $80,000 and in accordance with Section 2.1 of
this Agreement; 

(l)             “Warrant”
means one share purchase warrant, in the form attached as Schedule B to this
Agreement, entitling the Subscriber to purchase one share of Common Stock of the
Company at a price of $0.50 per share for a two year term following the purchase
and sale of the Units; 

(m)            
"Warrants" means those Warrants to be purchased by the Subscriber and comprising
a portion of the Units;

(n)             “Warrant
Shares” means the shares of common stock issuable upon exercise of the
Warrants;

(o)             “Unit”
means a unit consisting of one (1) Share and one (1) whole Warrant; and 

(p)             “Units”
means the aggregate of 320,000 Units to be purchased by the Subscriber from the
Company in accordance with the terms and conditions of this Agreement. 

1.2                        
Schedules. The following schedules are attached to and form part of this
Agreement: 

                               Schedule
A             Definition
of U.S.
Person 
                              
Schedule
B             Form
of Warrant 

1.3                         Currency.
All dollar amounts referred to in this agreement are in United States funds,
unless expressly stated otherwise. 




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ARTICLE 2 
PURCHASE AND SALE OF SHARES 

2.1                        
Agreement to Subscribe. Subject to the terms and conditions of this
Agreement, the Subscriber hereby subscribes for and agrees to purchase from the
Company 320,000 Units at the Subscription Price. Upon execution of this
Agreement, the subscription by the Subscriber will be irrevocable. 

2.2                        
Acceptance by Company. Upon execution of this Agreement by the Company,
the Company agrees to sell the Units to the Subscriber for the Subscription
Price. 

2.3                        
Payment of Subscription Price. The Subscription Price is payable by the
Subscriber to the Company prior to or contemporaneously with the execution of
this Agreement by the Subscriber and will be advanced to the Company or its
solicitors. The Subscriber acknowledges that if the funds are advanced to the
Company’s solicitors, the solicitors shall release such funds to the Company on
confirmation by the Company that it will accept the subscription. 

2.4                        
Loan Pending Closing. Pending acceptance by the Company of the
subscription for the Units, all funds paid by the Subscriber on account of the
Subscription Price shall be deposited by the Company and immediately available
to the Company for its corporate purposes. In the event the Closing is not
completed, the subscription funds will constitute a non-interest bearing demand
loan of the Subscriber to the Company. 

2.5                         Delivery
of Certificates. The Subscriber hereby authorizes and directs the Company to
deliver the securities to be issued to such Subscriber pursuant to this
Agreement to the Subscriber’s address indicated on the signature page of this
Agreement. 

2.6                        
No Minimum Subscription. The Subscriber acknowledges and agrees that the
subscription for the Shares and the Company’s acceptance of the subscription is
not subject to any minimum subscription for the Offering. 

2.7                        
Compliance with Securities Laws. Any acceptance by the Company of the
Subscription is conditional upon compliance with all securities laws and other
applicable laws of the jurisdiction in which the Subscriber is resident. Each
Subscriber will deliver to the Company all other documentation, agreements,
representations and requisite government forms required by the lawyers for the
Company as required to comply with all securities laws and other applicable laws
of the jurisdiction of the Subscriber. 

ARTICLE 3 
AGREEMENTS, REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER 

3.1                        
Exemption from Registration. The Subscriber acknowledges and agrees that
the Securities will be offered and sold to the Subscriber without such offers
and sales being registered under the Securities Act and will be issued to the
Subscriber in an offshore transaction outside of the United States in accordance
with a safe harbour from the registration requirements of the Securities Act
provided by Rule 903 of Regulation S of the Securities Act based on the
representations and warranties of the Subscriber in this Agreement. As such, the
Subscriber further acknowledges and agrees that all Securities will, upon
issuance, be “restricted securities” within the meaning of the Securities Act.





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3.2                        
Resales of Securities. The Subscriber acknowledges that that the
Securities may not be offered, resold, pledged or otherwise transferred except
through an exemption from registration under the Securities Act or pursuant to
an effective registration statement under the Securities Act and in accordance
with all applicable state securities laws and the laws of any other
jurisdiction. The Subscriber agrees to resell the Securities only in accordance
with the provisions of Regulation S of the Securities Act, pursuant to
registration under the Securities Act, or pursuant to an available exemption
from registration pursuant to the Securities Act. The Subscriber agrees that the
Company will refuse to register any transfer of the Securities not made in
accordance with the provisions of Regulation S of the Securities Act, pursuant
to registration under the Securities Act, pursuant to an available exemption
from registration. The Subscriber agrees that the Company may require the
opinion of legal counsel reasonably acceptable to the Company in the event of
any offer, sale, pledge or transfer of any of the Securities by the Subscriber
pursuant to an exemption from registration under the Securities Act.

3.3                         Hedging
Transactions. The Subscriber agrees not to engage in hedging transactions
with regard to the Securities unless in compliance with the Securities Act. 

3.4                        
Share Certificates. The Subscriber acknowledges and agrees that all
certificates representing the Shares and Warrant Shares will be endorsed with
the following legend, or such similar legend as deemed advisable by legal
counsel for the Company, to ensure compliance with Regulation S of the
Securities Act and to reflect the status of the Shares and Warrant Shares as
restricted securities: 


  
    
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        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 MAY NOT BE REOFFERED 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 MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
        THE ACT.” 

    

  



3.5                        
Warrant Exercises. The Subscriber acknowledge and agree that the Warrants
may only be exercised (i) outside the United States in an offshore transaction
in accordance with Rule 903 of Regulation S, or (ii) within the United States
pursuant to exemption from the registration requirements of the Securities Act.
In order to establish the availability of Rule 903, the Subscriber acknowledges
and agrees that it will not be entitled to exercise the Warrants unless at the
time of such exercise the Subscriber is able to make the representations and
warranties with respect its purchase of the Warrant Shares set forth in the
exercise form attached to the certificate representing the Warrants. If the
Warrants are to be exercised pursuant to an exemption from the registration
requirements of the Securities Act, the Subscriber will be required to deliver a
legal opinion in form and substance satisfactory to the Company to the effect
that the Warrant Shares may be issued pursuant to an exemption from the
registration requirements of the Securities Act. 

3.6                        
Warrant Certificates. The Subscriber acknowledges and agrees that
certificates representing the Warrants will be in the form attached hereto as
Schedule B. The Subscriber further acknowledges and agrees that all certificates
representing the Warrants will be endorsed with the following legend, or such
similar legend as deemed advisable by legal counsel for the Corporation, to 




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ensure compliance with Rule 903 of Regulation S of the
Securities Act and to reflect the status of the Warrants as restricted
securities: 


  
    
      “THIS WARRANT AND THE SHARES TO BE ISSUED UPON
        ITS EXERCISE 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 MAY NOT BE REOFFERED 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. THIS WARRANT MAY
        NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN
        THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING
        SHARES AND WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND
        THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION
        FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND
        "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.
        HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
        IN COMPLIANCE WITH THE ACT.” 

    

  



3.7                         Representations
and Warranties of the Subscriber. The Subscriber, represents and warrants to
the Company as follows, and acknowledges that the Company is relying upon such
covenants, representations and warranties in connection with the sale of the
Securities to the Subscriber: 

(a)             The
Subscriber is not a “U.S. Person” as defined by Regulation S of the Securities
Act, as set forth in Schedule A of this Agreement.

(b)             The
Subscriber is not acquiring the Securities for the account or benefit of a U.S.
Person. 

(c)            
The Subscriber was not in the United States at the time the offer to purchase
the Securities was received or at the time this Agreement was executed. 

(d)             The
Subscriber has such knowledge, sophistication and experience in business and
financial matters such that it is capable of evaluating the merits and risks of
the investment in the Securities. The Subscriber has evaluated the merits and
risks of an investment in the Securities. The Subscriber can bear the economic
risk of this investment, and is able to afford a complete loss of this
investment.

(e)            
The Subscriber acknowledges that the Company is in the early stages of
development of its business and the Company’s success is subject to a number of
significant risks, including the risk that the Company will not be able to
finance its plan of operations and that the Company’s business plan will not
succeed. The Subscriber acknowledges that any forward-looking information
provided by the Company to the Subscriber are subject to risks and uncertainties
and that the Company’s actual results may differ materially from the results
anticipated. 




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(f)             The
Securities will be acquired by the Subscriber for investment for the
Subscriber's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that the Subscriber has no
present intention of selling, granting any participation in, or otherwise
distributing the same. The Subscriber does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Securities. 

(g)            
The Subscriber has received or has had full opportunity to review the Company’s
filing with the SEC under the Exchange Act (the “Company’s SEC Filings”). The
Subscriber has had full opportunity to ask questions and receive answers from
representatives of the Company regarding the Company’s SEC Filings, the terms
and conditions of the Offering and the business, properties, prospects and
financial condition of the Company, each as is necessary to evaluate the merits
and risks of investing in the Securities. The Subscriber believes it has
received all the information it considers necessary or appropriate for deciding
whether to purchase the Securities. The Subscriber has had full opportunity to
discuss this information with the Subscriber’s legal and financial advisers
prior to execution of this Agreement. 

(h)            
The Subscriber represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act. 

(i)            
The Subscriber has satisfied himself or herself as to the full observance of the
laws of his or her jurisdiction in connection with any invitation to subscribe
for the Securities or any use of this Agreement, including (i) the legal
requirements within his jurisdiction for the purchase of the Securities; (ii)
any foreign exchange restrictions applicable to such purchase; (iii) any
governmental or other consents that may need to be obtained; (iv) the income tax
and other tax consequences, if any, that may be relevant to an investment in the
Securities; and (v) any restrictions on transfer applicable to any disposition
of the Securities imposed by the jurisdiction in which the Subscriber is
resident. 

(j)             The
Subscriber has not purchased the Securities as a result of any form of general
solicitation or general advertising, including advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media or
broadcast over radio, television or other form of telecommunications, or any
seminar or meeting whose attendees have been invited by general solicitation or
general advertising. 

(k)             This
Agreement has been duly authorized, validly executed and delivered by the
Subscriber. 

ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY 

4.1                         Representations
and Warranties of the Company. The Company represents and warrants to the
Subscriber and acknowledges that the Subscriber is relying upon such
representations and warranties in connection with the execution, delivery and
performance of this Agreement: 

(a)            
The Company is a corporation duly incorporated and in good standing under the
laws of the State of Nevada, and has the requisite corporate power and authority
to conduct its business as it is currently being conducted, to enter into this
Agreement and to sell the Securities to the Subscriber. 




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(b)             The
execution and delivery by the Company of this Agreement has been duly authorized
by all necessary action on the part of the Company, and no further consent or
action is required by the Company, its board of directors or its
stockholders.

(c)             The
issuance of the Securities has been duly authorized by all necessary corporate
action of the Company.

(d)             The
issuance of the Shares and the Warrants has been duly authorized and, when
issued upon payment thereof in accordance with this Agreement, will have been
validly issued, fully paid and non-assessable. The Warrant Shares have been
authorized and validly reserved for issuance, and when issued upon exercise of
the Warrant in accordance with the terms thereof (and upon payment of the
exercise price therefor), will be validly issued, fully paid and
non-assessable.

(e)            
The existing stockholders of the Company have no pre-emptive or similar rights
to purchase shares of Common Stock from the Company. 

(f)            
The issue and sale of the Securities by the Company does not and will not
conflict with, and does not and will not result in a breach of, any of the terms
of its Articles of Incorporation or Bylaws or any agreement or instrument to
which the Company is a party. 

ARTICLE 5 
MISCELLANEOUS PROVISIONS 

5.1                         Effectiveness
of Representations; Survival. Each party is entitled to rely on the
representations, warranties and agreements of each of the other parties and all
such representation, warranties and agreement will be effective regardless of
any investigation that any party has undertaken or failed to undertake. The
representation, warranties and agreements will survive the purchase and sale of
the Securities. 

5.2                         Further
Assurances. Each of the parties hereto will cooperate with the others and
execute and deliver to the other parties hereto such other instruments and
documents and take such other actions as may be reasonably requested from time
to time by any other party hereto as necessary to carry out, evidence, and
confirm the intended purposes of this Agreement. 

5.3                        
Amendment. This Agreement may not be amended except by an instrument in
writing signed by each of the parties. 

5.4                         Expenses.
Each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the transactions contemplated hereby, including all fees and expenses of
agents, representatives, counsel, and accountants.

5.5                        
Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersede all prior
arrangements and understandings, both written and oral, expressed or implied,
with respect thereto. Any preceding correspondence or offers are expressly
superseded and terminated by this Agreement. 




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5.6                         Severability.
If one or more provisions of this Agreement is held to be unenforceable under
applicable law, such provision will be excluded from this Agreement and the
balance of this Agreement will be enforceable in accordance with its terms. 

5.7                         Notices.
All notices and other communications required or permitted under to this
Agreement must be in writing and will be deemed given if sent by personal
delivery, faxed with electronic confirmation of delivery,
internationally-recognized express courier or registered or certified mail
(return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as will be specified by like
notice): 

If to the Investor: 

AT THE ADDRESS SET FORTH ON THE

SIGNATURE PAGE TO THIS AGREEMENT 

If to the Corporation: 

Playbox (US) Inc. 
Suite
5.15, 130 Shaftesbury Avenue, 
London, England W1D 5EU 
Attention:
Robert Burden, Chief Executive Officer 

All such notices and other communications will be deemed to
have been received (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of a fax, when the party sending such fax has received
electronic confirmation of its delivery, (c) in the case of delivery by
internationally-recognized express courier, on the business day following
dispatch and (d) in the case of mailing, on the fifth business day following
mailing. 

5.8                        
Headings. The headings contained in this Agreement are for convenience
purposes only and will not affect in any way the meaning or interpretation of
this Agreement. 

5.9                        
Benefits. This Agreement is and will only be construed as for the benefit
of or enforceable by those persons party to this Agreement. 

5.10                      
Assignment. This Agreement may not be assigned (except by operation of
law) by any party without the consent of the other parties. 

5.11                      
Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Nevada applicable to contracts made and
to be performed therein.

5.12                       Construction.
The language used in this Agreement will be deemed to be the language chosen by
the parties to express their mutual intent, and no rule of strict construction
will be applied against any party.

5.13                      
Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date of its acceptance by the Company. 




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5.14                      
Schedules and Exhibits. The schedules and exhibits are attached to this
Agreement and incorporated herein. 

5.15                      
Counterparts. This Agreement may be executed in one or more counterparts,
all of which will be considered one and the same agreement and will become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart. 

IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above. 

	Number of Units Subscribed for: 	320,000 Units 
	 	 
	Subscription Price (per Unit): 	$0.25 per Unit 
	 	 
	Total Subscription Price: 	$80,000 
	 	 
	Signature of Subscriber or Authorized Signatory 
of
      Subscriber: 	X 
	 	 
	Name of Authorized Signatory of 	X 
	Subscriber (if applicable): 	 
    
	 	 
	Title of Authorized Signatory of 	X 
	Subscriber (if applicable): 	 
    
	 	 
	Name of Subscriber: 	X 
	  	  
	Address of Subscriber: 	X 
	  	  
	 	 
	 	 
	 	 
	  	  
	ACCEPTED BY: 	  
	 	 
	PLAYBOX (US) INC. 	  
	 	 
	Signature of Authorized Signatory: 	 
    
	 	 
	Name of Authorized Signatory: 	Robert
      Burden 
	 	 
	Position of Authorized Signatory: 	CEO
  
	 	 
	Date of Acceptance: 	 
    






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SCHEDULE A 

DEFINITION OF U.S. PERSON 

A “U.S. Person” is defined by Regulation S of the Act to be any
person who is: 

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

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

	 	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
person;

	 	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in the
      United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporate, or (if an individual) resident in the United States;
    and

	 	 	 	 
	 	(g) 	
      any partnership or corporation if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any foreign
      jurisdiction; and

	 	 	 	 
	 		(ii) 	
      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 Subscribers [as
      defined in Section 230.501(a) of the Act] who are not natural persons,
      estates or trusts.







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SCHEDULE B 

FORM OF WARRANT 




- 12 - 

THIS WARRANT AND THE SHARES TO BE ISSUED UPON ITS EXERCISE
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 MAY
NOT BE REOFFERED 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. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED
STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON
UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH
STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES
ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE ACT. 

PLAYBOX (US) INC. 
A NEVADA
CORPORATION (the “Company”) 
Suite 5.15, 130 Shaftesbury Avenue, London

United Kingdom 

COMMON STOCK PURCHASE WARRANT CERTIFICATE 

[DATE OF ISSUANCE] 

	Warrant Certificate No. 	S-<>





	Name of Holder: 	«NAME» 
	Address of Holder: 	«ADDRESS» 
	Number of Shares: 	320,000 Shares 
	Exercise Price: 	US$0.50 per Share for a period
      of two years from the date of issuance until the Expiry Date
  
	Expiry Date: 	 <> , 2009
  



THIS WARRANT CERTIFIES THAT, for value received, the
above named holder or its registered assigns (the “Holder”), shall have the
right to purchase from the Company the above referenced number of fully paid and
non-assessable shares (the “Shares”) of the Company’s common stock (the “Common
Stock”) at an exercise price equal to the exercise price set forth above (the
"Exercise Price"), subject to further adjustment as set forth in this
Certificate, at any time from the date hereof until 5:00 P.M., Pacific time, on
the expiry date set forth above (the “Expiry Date”). This Warrant is issued
pursuant to the Subscription Agreement between the Company and Holder (the
“Subscription Agreement”) pursuant to which the Holder purchased units
consisting of one share of Common Stock and one warrant to purchase one
additional share of Common Stock. The exercise of this Warrant shall be subject
to the provisions, limitations and restrictions contained herein.




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1.            
Exercise. 

           
  1.1      Procedure for Exercise of Warrant.
  The Holder may exercise this Warrant by delivering the following to the principal
  office of the Company in accordance with Section 5.1 hereof: 

	 	(a) 	
      a duly executed Notice of Exercise in substantially the
      form attached as Schedule A,

	 	 	 
	 	(b) 	
      either (i) a written certification that the Holder is not
      a U.S. person, as defined under Regulation S of the Securities Act, and
      that the Warrant is not being exercised on behalf of a U.S. person, which
      written certificate may be contained in the Notice of Exercise delivered
      pursuant to sub-paragraph (a) above; or (ii) a written opinion of counsel
      to the effect that the Warrant and the Shares have been registered under
      the Securities Act or are exempt from registration thereunder;

	 	 	 
	 	(c) 	
      payment of the Exercise Price then in effect for each of
      the Shares being purchased, as designated in the Notice of Exercise,
      and

	 	 	 
	 	(d) 	
      this Warrant.



Payment of the Exercise Price may be in cash, certified or
official bank check payable to the order of the Company, or wire transfer of
funds to the Company’s account (or any combination of any of the foregoing) in
the amount of the Exercise Price for each share being purchased.

           
  1.2      Delivery of Certificate and New Warrant.
  In the event of any exercise of the rights represented by this Warrant, a certificate
  or certificates for the shares of Common Stock so purchased, registered in the
  name of the Holder, together with any other securities or other property which
  the Holder is entitled to receive upon exercise of this Warrant, shall be delivered
  to the Holder hereof, at the Company’s expense, within a reasonable time,
  not exceeding fifteen (15) calendar days, after the rights represented by this
  Warrant shall have been so exercised; and, unless this Warrant has expired,
  a new Warrant representing the number of Shares (except a remaining fractional
  share), if any, with respect to which this Warrant shall not then have been
  exercised shall also be issued to the Holder hereof within such time. The person
  in whose name any certificate for shares of Common Stock is issued upon exercise
  of this Warrant shall for all purposes be deemed to have become the holder of
  record of such shares on the date on which the Warrant was surrendered and payment
  of the Exercise Price was received by the Company, irrespective of the date
  of delivery of such certificate.

           
  1.3      Restrictive Legend. This Warrant and
  the Shares have not been registered under the Securities Act of 1933, as amended,
  (the "Securities Act") and the Warrants have been and the Shares, upon exercise
  of the Warrants, will be issued pursuant to exemptions from the registration
  requirements of the Securities Act. Neither this Warrant nor any of the Shares
  or any other security issued or issuable upon exercise of this Warrant may be
  sold, transferred, pledged or hypothecated in the absence of an effective registration
  statement under the Act relating to such security or an exemption from the registration
  requirements of the Securities Act. Each certificate for the Warrant, the Shares
  and any other security issued or issuable upon exercise of this Warrant shall
  contain a legend on the face thereof, in form and substance satisfactory to
  counsel for the Company, setting forth the restrictions on transfer contained
  in this Section. The Holder understands that this Warrant constitutes and the
  Shares upon issuance will constitute “restricted securities” under
  the Securities Act. The holder acknowledges and agrees that all certificates
  representing the Shares will be endorsed with the following legend: 




- 14 - 


  
    “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      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
      MAY NOT BE REOFFERED 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 MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” 

  



           
  1.4      Fractional Shares. No fractional Shares
  shall be issuable upon exercise or conversion of the Warrant and the number
  of Shares to be issued shall be rounded down to the nearest whole Share. If
  a fractional share interest arises upon any exercise or conversion of the Warrant,
  the Company shall eliminate such fractional share interest by paying to Holder
  an amount computed by multiplying the fractional interest by the current market
  price of a full Share.

2.            
Covenants of the Company. 

           
2.1      Authorized Shares. The Company
covenants and agrees that the Company will at all times have authorized and
reserved, free from pre-emptive rights, a sufficient number of shares of Common
Stock to provide for the exercise in full of the rights represented by this
Warrant.

           
2.2      Issuance of Shares. The Company
covenants and agrees that all shares of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance, be
validly issued, fully paid and non-assessable, and free from all transfer taxes,
liens and charges with respect to the issue thereof.

3.            
Transfer and Replacement.

           
(a)      Subject to compliance with any applicable
securities laws and the conditions set forth herein, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company, together with a written assignment of
this Warrant substantially in the form attached hereto duly executed by the
Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Shares without having a new
Warrant issued.

           
(b)      The Company agrees to maintain, at its
aforesaid office, books for the registration and the registration of transfer of
the Warrants. 

             (c)    
 If, at the time of the surrender of this Warrant in connection with any
transfer of this Warrant, the transfer of this Warrant shall not be registered
pursuant to an effective registration statement under the Securities Act and
under applicable state securities or blue sky laws, the Company may require, as
a condition of allowing such transfer that (i) the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form, substance and 




- 15 - 

scope customary for opinions of counsel in comparable
transactions) to the effect that such transfer may be made without registration
under the Securities Act and under applicable state securities or blue sky laws,
and (ii) that the holder or transferee execute and deliver to the Company such
documentation as is necessary to establish that the shares are being transferred
pursuant to an exemption from the registration requirements of the Securities
Act and applicable state securities laws or in an offshore transaction pursuant
to and in accordance with Rule 904 of Regulation S of the Securities Act. 

           
(d)      The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Shares, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it (which, in the case of the Warrant, shall not
include the posting of any bond), and upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate. 

4.            
Adjustments of Exercise Price and/or Number of
Shares.

           
  4.1      Subdivision or Combination of Shares.
  The number and kind of securities purchasable upon the exercise of this Warrant
  and the Exercise Price shall be subject to adjustment from time to time upon
  the happening of any of the following. In case the Company shall (i) pay a dividend
  in shares of Common Stock or make a distribution in shares of Common Stock to
  holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
  of Common Stock into a greater number of shares, (iii) combine its outstanding
  shares of Common Stock into a smaller number of shares of Common Stock, or (iv)
  issue any shares of its capital stock in a reclassification of the Common Stock,
  then the number of Shares purchasable upon exercise of this Warrant immediately
  prior thereto shall be adjusted so that the Holder shall be entitled to receive
  the kind and number of Shares or other securities of the Company which it would
  have owned or have been entitled to receive had such Warrant been exercised
  in advance thereof. Upon each such adjustment of the kind and number of Shares
  or other securities of the Company which are purchasable hereunder, the Holder
  shall thereafter be entitled to purchase the number of Shares or other securities
  resulting from such adjustment at an Exercise Price per Warrant Share or other
  security obtained by multiplying the Exercise Price in effect immediately prior
  to such adjustment by the number of Shares purchasable pursuant hereto immediately
  prior to such adjustment and dividing by the number of Shares or other securities
  of the Company resulting from such adjustment. An adjustment made pursuant to
  this paragraph shall become effective immediately after the effective date of
  such event retroactive to the record date, if any, for such event. 

           
  4.2      Reorganization, Reclassification, Consolidation,
  Merger or Sale. If any recapitalization, reclassification or reorganization
  of the share capital of the Company, or any consolidation or merger of the Company
  with another Company, or the sale of all or substantially all of its shares
  and/or assets or other transaction (including, without limitation, a sale of
  substantially all of its assets followed by a liquidation) shall be effected
  in such a way that holders of Common Stock shall be entitled to receive shares,
  securities or other assets or property, then, as a condition of such recapitalizations,
  reclassifications, reorganizations, consolidations, mergers or sales, lawful
  and adequate provisions shall be made by the Company whereby the Holder hereof
  shall thereafter have the right to purchase and receive (in lieu of the Common
  Stock of the Company immediately theretofore purchasable and receivable upon
  the exercise of the rights represented hereby) such shares, securities or other
  assets or property as may be issued or payable with respect to or in exchange
  for the number of outstanding Common Stock which such Holder would have been
  entitled to receive had such Holder exercised this Warrant immediately prior
  to the consummation of such recapitalizations, reclassifications, reorganizations,
  consolidations, mergers or sales. The Company or its successor shall promptly
  issue to Holder a new Warrant for such new securities or other property. The
  new Warrant shall provide for 




- 16 - 

adjustments which shall be as nearly equivalent as may be
practicable to give effect to the adjustments provided for in this Section 4
including, without limitation, adjustments to the Exercise Price and to the
number of securities or property issuable upon exercise of the new Warrant. The
provisions of this Section 4.2 shall similarly apply to successive
recapitalizations, reclassifications, reorganizations, consolidations, mergers
or sales.

           
4.3      Notice of Adjustment. Whenever
the number of Shares or number or kind of securities or other property
purchasable upon the exercise of this Warrant or the Exercise Price is adjusted,
as herein provided, the Company shall give notice thereof to the Holder, which
notice shall state the number of Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Shares (and other securities or property) after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. 

5.            
Miscellaneous Provisions. 

           
  5.1      Notices. Any notice or other document
  required or permitted to be given or delivered to the Holder shall be delivered
  or forwarded to the Holder at the address for Holder provide on the first page
  of this Warrant or to such other address or number as shall have been furnished
  to the Company in writing by the Holder. Any notice or other document required
  or permitted to be given or delivered to the Company shall be delivered or forwarded
  to the Company at Suite 5.15, 130 Shaftesbury Avenue, London, United Kingdom,
  W1D 5EU, Attention: Robert Burden or to such other address or number as shall
  have been furnished to Holder in writing by the Company. All notices, requests
  and approvals required by this Warrant shall be in writing and shall be conclusively
  deemed to be given (a) when hand-delivered to the other party, (b) when received
  if sent by facsimile at the address and number set forth above; provided that
  notices given by facsimile shall not be effective, unless either (i) a duplicate
  copy of such facsimile notice is promptly given by depositing the same in the
  mail, postage prepaid and addressed to the party as set forth below or (ii)
  the receiving party delivers a written confirmation of receipt for such notice
  by any other method permitted under this paragraph; and further provided that
  any notice given by facsimile received after 5:00 p.m. (recipient’s time)
  or on a non-business day shall be deemed received on the next business day;
  (c) five (5) business days after deposit in the United States mail, certified,
  return receipt requested, postage prepaid, and addressed to the party as set
  forth below; or (d) the next business day after deposit with an international
  overnight delivery service, postage prepaid, addressed to the party as set forth
  below with next business day delivery guaranteed; provided that the sending
  party receives confirmation of delivery from the delivery service provider.

           
  5.2      Limitation of Liability. No provision
  hereof, in the absence of affirmative action by the Holder to purchase shares
  of Common Stock, and no mere enumeration herein of the rights or privileges
  of the Holder, shall give rise to any liability of the Holder for the Exercise
  Price hereunder or as a stockholder of the Company, whether such liability is
  asserted by the Company or by creditors of the Company.

           
  5.3      No Rights as Stockholder. This Warrant
  shall not entitle the Holder to any of the rights of a stockholder of the Company
  except upon exercise in accordance with the terms hereof.

           
  5.4      Governing Law. This Warrant shall be
  governed by and construed in accordance with the laws of the State of Nevada
  as applied to agreements among Nevada residents made and to be performed entirely
  within the State of Nevada, without giving effect to the conflict of law principles
  thereof.

           
  5.5      Waiver, Amendments and Headings. This
  Warrant and any provision hereof may be changed, waived, discharged or terminated
  only by an instrument in writing signed by both parties (either 




- 17 - 

generally or in a particular instance and either retroactively
or prospectively). The headings in this Warrant are for purposes of reference
only and shall not affect the meaning or construction of any of the provisions
hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant
to be signed by its duly authorized officer effective as of the _____ day of
_________, 2007.

	  	PLAYBOX (US) INC. 
	 	 
	  	Per: 
	Signature of Authorized Signatory: 	 
    
	 	 
	Name of Authorized Signatory: 	ROBERT
      BURDEN 
	 	 
	Position of Authorized Signatory: 	CEO
  






SCHEDULE A 

FORM OF NOTICE OF EXERCISE

TO:      PLAYBOX (US) INC. 

The undersigned hereby exercises the right to purchase the
number of shares of common stock of Playbox (US) Inc. (the "Company") set forth
below (the "Shares") pursuant to the Warrant to Purchase Common Stock issued by
the Company and dated [DATE OF ISSUANCE]. In accordance with the
provisions of the Warrant, the undersigned hereby tenders the following
concurrently with the delivery of this Notice of Exercise (i) payment of the
Exercise Price payable by the undersigned for the Shares (the “Purchase Price”)
in effect for each of the Shares being purchased, and (ii) the original Warrant.


	Number of Shares Purchased: 	Shares 
	 	 
	Aggregate Purchase Price: 	$ 


The undersigned represents and warrants to and agrees with the
Company that: 

	1. 	
      It 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.

	 	 
	2. 	
      The Company 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 Company
      as it has considered necessary or appropriate in connection with its
      investment decision to acquire the Shares.

	 	 
	3. 	
      It 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.

	 	 
	4. 	
      It understands the Shares have not been and will not be
      registered under the United States Securities Act of 1933, as amended (the
      "1933 Act") or the securities laws of any state of the United States and
      that the sale contemplated hereby is being made in reliance on a
      safe-harbour from such registration requirements.

	 	 
	5. 	
      The undersigned is not a “U.S. Person” as defined by
      Regulation S of the Securities Act and is not acquiring the Shares 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: 

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

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

	 	 	 
	 	(j) 	
      any estate of which any executor or administrator is a
      U.S. person;







- 2 - 

	 	(k) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 	 
	 	(l) 	
      any agency or branch of a foreign entity located in
      the United States;

	 	 	 	 
	 	(m) 	
      any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporate, or (if an individual) resident in the United
      States; and

	 	 	 	 
	 	(n) 	
      any partnership or corporation if:

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any
      foreign jurisdiction; and

	 	 	 	 
	 		(ii) 	
      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 Subscribers [as
      defined in Section 230.501(a) of the Act] who are not natural persons,
      estates or trusts.




	6. 	
      The undersigned was not in the United States at the time
      the offer to purchase the Shares was received and the Subscriber was not
      in the United States at the time these Warrants were exercised.

	 	 
	7. 	
      The undersigned acknowledges that the Shares are
      “restricted securities” within the meaning of the Securities Act and will
      be issued to the Subscriber in accordance with Regulation S of the
      Securities Act without registration under the Securities Act.

	 	 
	8. 	
      The undersigned agrees to resell the Shares only in
      accordance with the provisions of Regulation S of the Securities Act,
      pursuant to registration under the Securities Act, or pursuant to an
      available exemption from registration pursuant to the Securities
    Act.

	 	 
	9. 	
      The undersigned agrees not to engage in hedging
      transactions with regard to the Shares unless in compliance with the
      Securities Act.

	 	 
	10. 	
      The Subscriber acknowledges and agrees that all
      certificates representing the Shares will be endorsed with the following
      legend in accordance with Regulation S of the Securities
  Act:



“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE 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 MAY NOT BE REOFFERED 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 MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” 




- 3 - 

	11. 	
      The Subscriber and the Company agree that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S of the Securities Act, pursuant to
      registration under the Securities Act, pursuant to an available exemption
      from registration, or pursuant to this
Agreement.




	Date of Execution: 	 
	 	 
	Signature of Purchaser or Authorized Signatory 	 
	of Purchaser (if the Purchaser is not an 	 
	individual): 	 
	 	 
	Name of Authorized Signatory of 	 
	Purchaser(if the Purchaser is not an individual): 	 
	 	 
	Title of Authorized Signatory of 	 
	Purchaser(if the Purchaser is not an individual): 	 
	 	 
	Name of Purchaser: 	 
	 	 
	Address of Purchaser: