Exhibit
10.9


SUBSCRIPTION
AGREEMENT





To:           Mortgagebrokers.com
Holdings, Inc.


45 Vogel Road


Suite 101


Richmond Hill, Ontario L4B
3P6





Gentlemen:





1.           Subscription.





The
undersigned (the "Purchaser"), intending to be
legally bound, hereby irrevocably agrees to purchase from Mortgagebrokers.com
Holdings, Inc., a Delaware Corporation (the “Company”), the number of
shares, set forth on the Signature Page at the end of this Subscription
Agreement (the “Agreement”) at a purchase price of $1.00 per Share with a
minimum investment of $50,000.00, upon the terms and conditions hereinafter set
forth.  This subscription is submitted to the Company in accordance
with and subject to the terms and conditions described in this Agreement and in
the Confidential Private Placement Memorandum dated as of January 27, 2006 (the
“Memorandum”).





The
undersigned is delivering (i) the subscription payment made payable to
Mortgagebrokers.com Holdings, Inc., (ii) two executed copies of the Signature
page at the end of this Agreement, and (iii) one executed copy of Purchaser
Questionnaire for Individuals (if appropriate), attached hereto as Exhibit II,
to:





Mortgagebrokers.com
Holdings, Inc.


45 Vogel
Road


Suite
101


Richmond
Hill, Ontario L4B 3P6





For
United States investor: The undersigned understands that the Shares are being
issued pursuant to the exemption from the registration requirements of the
United States Securities Act of 1933, as amended (the "Securities Act"), provided by
Regulation D Rule 506 of such Securities Act.  As such, the Shares are
only being offered and sold to investors who qualify as “accredited investors
and the Company is relying on the representations made by the undersigned in
this Agreement that the undersigned qualifies as such an accredited
investor.  The common shares are "restricted securities" for purposes
of the United States securities laws and cannot be transferred except as
permitted under these laws.






61







For
Canadian investors: The undersigned understands that the Shares are being issued
pursuant to the accredited investor exemption set out in section 2.3 of National
Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) or the
CDN$150,000 minimum investment exemption set out in section 2.10 of NI 45-106.
As such, the Shares are only being offered and sold to investors who purchase at
least CDN$150,000 of Shares or who qualify as “accredited investors" as defined
in NI 45-106 and the Company is relying on the representations made by the
undersigned in this Agreement that the undersigned qualifies as such an
accredited investor. The Shares are subject to resale
restrictions  for purposes of applicable Canadian securities laws and
are “restricted securities” for purposes of applicable United States securities
laws and cannot be transferred except as permitted under these
laws.





We have
agreed to register the Shares pursuant to an SB-2 Registration Statement to be
filed with the SEC and file a Canadian prospectus with the Ontario Securites
Commission not more than 120 days following closing of the Private
Placement.  Notwithstanding such registration, these shares are
subject to a lock up for one year from the date of
purchase.  Therefore, even if the shares are registered pursuant to
the Securities Act of 1933, such shares can not be sold by the investor for at
least one year from purchase. In addition, after the lock up period ends, such
shares can only be sold by the investor at the rate of 12 1/2 % of the
outstanding shares held by the investor per quarter.





The
undersigned understands that RE/MAX Ontario Atlantic Canada Inc. (“RE/MAX”) is
not assuming any responsibility or liability for the issuance of these Shares
and that prospective purchasers should seek independent professional advise with
respect to this investment opportunity.





RE/MAX,
its directors, officers, employees, agents and representatives do not assume any
responsibility or liability of any nature whatsoever for the accuracy or
adequacy of any available information concerning the Company or as to whether
all information concerning the Company required to be disclosed by it has been
generally disclosed.


The
Purchaser acknowledges that, in making its investment decision, it has relied
upon its own due diligence investigation of the Company and not upon any due
diligence investigation by RE/MAX and the Purchaser hereby releases RE/MAX, its
agents, employees, officers, directors and shareholders of any claims or actions
in respect of this investment.






62







The
Purchaser acknowledges that he/she/it has knowledge and experience with
respect to investments of this type enabling the Purchaser to evaluate the
merits and risks thereof and has obtained, or has the capacity to obtain,
competent independent business, legal and tax advice regarding this investment,
and can bear the risk of economic loss of his/her/its investment.





2.           Acceptance
of Subscription.





The
Offering will be open until the earlier to occur of (i) March 31, 2006; or (ii)
the sale of all of the common shares, unless extended  for up to an
additional 60 day period, in our sole discretion.





Subject
to applicable state and provincial securities laws, the Purchaser may not revoke
any subscription that such Purchaser delivers to the
Company.  However, the Purchaser understands and agrees that the
Company, in its sole discretion, may (i) reject the subscription of any
Purchaser, whether or not qualified, in whole or in, part, and (ii) may withdraw
the Offering at any time prior to the termination of the
Offering.  The Company shall have no obligation to accept
subscriptions in the order received.  This subscription shall become
binding only if accepted by the Company.





3.           Memorandum.





The
Purchaser hereby acknowledges receipt of a copy of the Confidential Private
Placement Memorandum dated January 27, 2006.






63







4.           Representations
and Warranties.





4.1.
            The
      Company represents and warrants to, and agrees with the undersigned as
      follows, in each case as of the date hereof and in all material respects
      as of the date of any closing:





(a) The
Company is duly organized, validly existing and in good standing under the laws
of the State of Delaware with full power and authority to own, lease, license
and use its properties and assets and to carry out the business in which it is
engaged as described in the Memorandum.  The Company is in good
standing as a foreign corporation in every jurisdiction in which its ownership,
leasing, licensing or use of property or assets or the conduct of its business
makes such qualification necessary, except where the failure to be so qualified
would not have a material adverse effect on the Company.





(b) The
authorized capital stock of the Company consists of 100,000,000 common shares,
par value $0.0001 per share and 33,935,000 common shares are outstanding. Each
outstanding share of the Company’s Common Stock is validly authorized, validly
issued, fully paid and non-assessable, without any personal liability attaching
to the ownership thereof and has not been issued and is not or will not be owned
or held in violation of any preemptive rights.  There is no
commitment, plan or arrangement to issue, and no outstanding option, warrant or
other right calling for the issuance of, any share of capital stock of the
Company or any security or other instrument which by its terms is convertible
into, exercisable for or exchangeable for capital stock of the Company, except,
as may be described in the Memorandum.  There is outstanding no
security or other instrument which by its terms is convertible into or
exchangeable for capital stock of the Company, except as may be described in the
Memorandum.








64





(c) There
is no litigation, arbitration, claim, governmental or other proceeding (formal
or informal), or investigation pending or, to the best knowledge of the officers
of the Company, threatened with respect to the Company, or any of its
subsidiaries, operations, businesses, properties or assets except as may be
described in the Memorandum or such as individually or in the aggregate do not
now have and could not reasonably be expected have a material adverse effect
upon the operations, business, properties or assets of the Company.





(d) The
Company is not in violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree except as may be described in the
Memorandum or such as in the aggregate do not now have and will not in the
future have a material adverse effect upon the operations, business, properties
or assets of the Company; nor is the Company required to take any action in
order to avoid any such violation or default.





(e) The
Company has all requisite power and authority (i) to execute, deliver and
perform its obligations under this Agreement, and (ii) to issue and sell the
Shares in the Offering.





(f) No
consent, authorization, approval, order, license, certificate or permit of or
from, or declaration or filing with, any United States federal, state, local, or
other applicable governmental authority, or any court or any other tribunal, is
required by the Company for the execution, delivery or performance by the
Company of this Agreement or the issuance and sale of the Shares, except such
filings and consents as may be required and have been or at the initial closing
will have been made or obtained under the laws of the United States federal and
state securities laws.





(g) The
execution, delivery and performance of this Agreement and the issuance of the
Shares will not violate or result in a breach of, or entitle any party (with or
without the giving of notice or the passage of time or both) to terminate or
call a default under any agreement or violate or result in a breach of any term
of the Company's Certificate of Incorporation in Delaware or Bylaws of, or
violate any law, rule, regulation, order, judgment or decree binding upon, the
Company, or to which any of its operations, businesses, properties or assets are
subject, the breach, termination or violation of which, or default under which,
would have a material adverse effect on the operations, business, properties or
assets of the Company.





65








(h) The
Common shares issuable in this Offering are validly authorized and, if and when
issued in accordance with the terms and conditions set forth in the Memorandum
and in this Agreement, will be validly issued, fully paid and non-assessable
without any personal liability attaching to the ownership thereof, and will not
be issued in violation of any preemptive or other rights of
stockholders.





(i) The
Memorandum and this Agreement do not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.  Without
limiting the generality of the foregoing, there has been no material adverse
change in the financial condition, results of operations, business, properties,
assets, liabilities, or, to the knowledge of the Company, future prospects of
the Company from the latest information set forth in the
Memorandum.





(j) The
Company shall file a Form D with the Securities and Exchange Commission within
fifteen days after the first sale as well as all appropriate state blue sky
filings in a timely manner.





(k) The
Company will file a Form 45-106F1 in the relevant Canadian province within ten
days of closing along with the prescribed fee thereupon.





66





4.2.
            For
      United States Investors, the undersigned hereby represents and warrants
      to, and agrees with, the Company as
follows:





(a) The
undersigned is an “Accredited Investor” as that term is defined in Rule 501 (a)
of Regulation D promulgated under the Securities Act, and as specifically
indicated in Exhibit I attached to this Agreement.
[   ]





(b) If a
natural person, the undersigned is: a bona fide resident of the state or
non-United States jurisdiction contained in the address set forth on the
Signature Page of this Agreement as the undersigned's home address; at least 21
years of age; and legally competent to execute this Agreement.  If an
entity, the undersigned has its principal offices or principal place of business
in the state or non-United States jurisdiction contained in the address set
forth on the Signature Page of this Agreement, the individual signing on behalf
of the undersigned is duly authorized to execute this Agreement and this
Agreement constitutes the legal, valid and binding obligation of the undersigned
enforceable against the undersigned in accordance with its terms.





(c) The
undersigned has received, read carefully and is familiar with this Agreement and
the Memorandum.





(d) The
undersigned is familiar with the Company's business, plans and financial
condition, the terms of the Offering and any other matters relating to the
Offering, the undersigned has received all materials which have been requested
by the undersigned, has had a reasonable opportunity to ask questions of the
Company and its representatives, and the Company has answered all inquiries that
the undersigned or the undersigned's representatives have put to
it.  The undersigned has had access to all additional information
necessary to verify the accuracy of the information set forth in this Agreement
and the Memorandum and any other materials furnished herewith, and have taken
all the steps necessary to evaluate the merits and risks of an investment as
proposed hereunder.






67




(e) The
undersigned (or the undersigned's purchaser representative) has such knowledge
and experience in finance, securities, taxation, investments and other business
matters so as to be able to protect the interests of the undersigned in
connection with this transaction, and the undersigned's investment in the
Company hereunder is not material when compared to the undersigned's total
financial capacity.





(f) The
undersigned understands the various risks of an investment in the Company as
proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.





(g) The
undersigned acknowledges that no market for the common shares presently exists
and none may develop in the future and that the undersigned may find it
impossible to liquidate the investment at a time when it may be desirable to do
so, or at any other time.





(h) The
undersigned has been advised by the Company that none of the common shares has
been registered under the Securities Act, that the common stock will be issued
on the basis of the statutory exemption provided by Rule 506 and Regulation S of
the Securities Act promulgated thereunder, relating to transactions by an issuer
not involving any public offering and under similar exemptions under certain
state securities laws; that this transaction has not been reviewed by, passed on
or submitted to any federal or state agency or self-regulatory organization
where an exemption is being relied upon; and that the Company's reliance thereon
is based in part upon the representations made by the undersigned in this
Agreement.





(i) The
undersigned acknowledges that the undersigned has been informed by the Company
of, or is otherwise familiar with, the nature of the limitations imposed by the
Securities Act and the rules and regulations thereunder on the transfer of the
common shares.






68








In
particular, the undersigned agrees that no sale, assignment or transfer of any
of the Shares shall be valid or effective, and the Company shall not be required
to give any effect to such a sale, assignment or transfer, unless (i) the sale,
assignment or transfer of such common shares is registered under the Securities
Act; (ii) such common shares is sold, assigned or transferred in accordance with
all the requirements and limitations of Rule 144 under the Securities Act (it
being understood that Rule 144 is not available at the present time for the sale
of the common shares); or (iii) such sale, assignment or transfer is otherwise
exempt from registration under the Securities Act, including Regulation S
promulgated thereunder.  The undersigned further understands that an
opinion of counsel and other documents may be required to transfer the common
shares.





(j) The
undersigned acknowledges that the common shares shall be subject to a stop
transfer order and the certificate or certificates evidencing any common shares
shall bear the following or a substantially similar legend or such other legend
as may appear on the forms of common shares and such other legends as may be
required by state blue sky laws:





THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION
REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.





(k) The
undersigned will acquire the common shares for the undersigned's own account (or
for the joint account of the undersigned and the undersigned's spouse either in
joint tenancy, tenancy by the entirety or tenancy in common) for investment and
not with a view to the sale or distribution thereof or the granting of any
participation therein, and has no present intention of distributing or selling
to others any of such interest or granting any participation
therein.








69




(l) No
representation, guarantee or warranty has been made to the undersigned by any
broker, the Company, any of the officers, directors, stockholders, partners,
employees or agents of either of them, or any other persons, whether expressly
or by implication, that:





(I) the
Company or the undersigned will realize any given percentage of profits and/or
amount or type of consideration, profit or loss as a result of the Company's
activities or the undersigned's investment in the Company; or





(II) the
past performance or experience of the management of the Company, or of any other
person, will in any way indicate the predictable results of the ownership of the
common shares or of the Company's activities.





(m) No
oral or written representations have been made other than as stated in the
Memorandum, and no oral or written information furnished to the undersigned or
the undersigned's advisor(s) in connection with the Offering were in any way
inconsistent with the information stated in the Memorandum.





(n) The
undersigned is not subscribing for the Shares as a result of or subsequent to
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a subscription by a
person other than a representative of the Company.





(o) The
undersigned is not relying on the Company with respect to the tax and other
economic considerations of an investment.





(p) The
undersigned understands that the net proceeds from all subscriptions paid and
accepted pursuant to the Offering (after deduction for commissions, discounts
and expenses of the Offering) will be used in all material respects for the
purposes set forth in the Memorandum.






70






(q)
Without limiting any of the undersigned's other representations and warranties
hereunder, the undersigned acknowledges that the undersigned has reviewed and is
aware of the risk factors described in the Memorandum.





(r) The
undersigned acknowledges that the representations, warranties and agreements
made by the undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of the Shares.





(s) The
undersigned has consulted his own financial, legal and tax advisors with respect
to the economic, legal and tax consequences of an investment in the Shares and
has not relied on the Memorandum or the Company, its officers, directors or
professional advisors for advice as to such consequences.





(t)  The
undersigned acknowledges that the Shares are subject to a lock up for one year
from the date of purchase.  In addition, after the lock up period
ends, such shares can only be sold by the investor at the rate of 12 1/2 % of
the outstanding shares held by the investor per quarter.  The share
certificates to be issued for these shares will bear a legend setting forth
these lock and leak out provisions.





(u)  The
undersigned has received, read carefully and is familiar with this December 31,
2005 10KSB to be filed by the Company with the SEC which has been incorporated
by reference into the Private Placement.





(v) the
undersigned acknowledges that RE/MAX and its directors, officers, employees,
agents and representatives do not assume any responsibility or liability of any
nature whatsoever for the accuracy or adequacy of any available information
concerning us or as to whether all information concerning us required to be
disclosed by it has been generally disclosed.






71






(w)  The
undersigned acknowledges that it has relied upon its own due diligence
investigation of us and not upon any due diligence investigation by RE/MAX and
the undersigned agrees to release RE/MAX, its agents, employees, officers,
directors and shareholders of any claims or actions, whatsoever, in respect of
this investment.





(x)  The
undersigned acknowledges that it has the knowledge and experience with
respect to investments of this type enabling the undersigned to evaluate the
merits and risks thereof and has obtained, or has the capacity to obtain,
competent independent business, legal and tax advice regarding this investment,
and can bear the risk of economic loss of his/her/its investment.





(y)  The
undersigned agrees not to enter into any hedging transactions with regard to the
common stock.





4.3.
            For
      Canadian Investors, the undersigned hereby represents and warrants to, and
      agrees with, the Company as
follows:





(a) The
undersigned is an “Accredited Investor” as that term is defined in NI 45-106,
and as specifically indicated in Exhibit I attached to this Agreement.Alternatively, if the
undersigned is not an “Accredited Investor” but is purchasing at least
CDN$150,000.00 of Shares, either the undersigned has not been created nor is it
being used primarily to permit purchases of securities without a prospectus or
if it has been the share or portion of any member or partner of the undersigned
(if the undersigned is a partnership, syndicate or unincorporated organization),
any beneficiary of the trust (if the undersigned is a trust) or any shareholder
of the undersigned (if the undersigned is a company) of the aggregate
acquisition cost to the undersigned of the securities being purchased is not
less than CDN$150,000.00 and as specifically indicated in Exhibit I attached to
this Agreement. [  ]




(b)  If
a natural person, the undersigned is: a bona fide resident of the Canadian
province contained in the address set forth on the Signature Page of this
Agreement as the undersigned's home address; at least 21 years of age; and
legally competent to execute this Agreement.






72






If an
entity, the undersigned has its principal offices or principal place of business
in the Canadian province contained in the address set forth on the Signature
Page of this Agreement, the individual signing on behalf of the undersigned is
duly authorized to execute this Agreement and this Agreement constitutes the
legal, valid and binding obligation of the undersigned enforceable against the
undersigned in accordance with its terms.





(c) The
undersigned has received, read carefully and is familiar with this Agreement and
the Memorandum.





(d) The
undersigned is familiar with the Company's business, plans and financial
condition, the terms of the Offering and any other matters relating to the
Offering, the undersigned has received all materials which have been requested
by the undersigned, has had a reasonable opportunity to ask questions of the
Company and its representatives, and the Company has answered all inquiries that
the undersigned or the undersigned's representatives have put to
it.  The undersigned has had access to all additional information
necessary to verify the accuracy of the information set forth in this Agreement
and the Memorandum and any other materials furnished herewith, and have taken
all the steps necessary to evaluate the merits and risks of an investment as
proposed hereunder.





(e) The
undersigned (or the undersigned's purchaser representative) has such knowledge
and experience in finance, securities, taxation, investments and other business
matters so as to be able to protect the interests of the undersigned in
connection with this transaction, and the undersigned's investment in the
Company hereunder is not material when compared to the undersigned's total
financial capacity.






73





(f) The
undersigned understands the various risks of an investment in the Company as
proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.





(g) The
undersigned acknowledges that no market for the common shares presently exists
and none may develop in the future and that the undersigned may find it
impossible to liquidate the investment at a time when it may be desirable to do
so, or at any other time.





(h) The
undersigned has been advised by the Company that none of the common shares has
been registered under the Securities Act, that the common stock will be issued
on the basis of the statutory exemption provided by Rule 506 of the Securities
Act promulgated thereunder, relating to transactions by an issuer not involving
any public offering and under similar exemptions under certain state securities
laws; that this transaction has not been reviewed by, passed on or submitted to
any federal or state agency or self-regulatory organization where an exemption
is being relied upon; and that the Company's reliance thereon is based in part
upon the representations made by the undersigned in this Agreement.





(i) The
undersigned acknowledges that the undersigned has been informed by the Company
of, or is otherwise familiar with, the nature of the limitations imposed by the
Securities Act and the rules and regulations thereunder on the transfer of the
common shares.  In particular, the undersigned agrees that no sale,
assignment or transfer of any of the Shares shall be valid or effective, and the
Company shall not be required to give any effect to such a sale, assignment or
transfer, unless (i) the sale, assignment or transfer of such common shares is
registered under the Securities Act; (ii) such common shares is sold, assigned
or transferred in accordance with all the requirements and limitations of Rule
144 under the Securities Act (it being understood that Rule 144 is not available
at the present time for the sale of the common shares); or (iii) such sale,
assignment or transfer is otherwise exempt from registration under the
Securities Act, including Regulation S promulgated thereunder.  The
undersigned further understands that an opinion of counsel and other documents
may be required to transfer the common shares.






74






(j) The
undersigned acknowledges that the common shares shall be subject to a stop
transfer order and the certificate or certificates evidencing any common shares
shall bear the following or a substantially similar legend or such other legend
as may appear on the forms of common shares and such other legends as may be
required by state blue sky laws:





THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION
REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.





(k) The
undersigned will acquire the common shares for the undersigned's own account (or
for the joint account of the undersigned and the undersigned's spouse either in
joint tenancy, tenancy by the entirety or tenancy in common) for investment and
not with a view to the sale or distribution thereof or the granting of any
participation therein, and has no present intention of distributing or selling
to others any of such interest or granting any participation
therein.





(l) No
representation, guarantee or warranty has been made to the undersigned by any
broker, the Company, any of the officers, directors, stockholders, partners,
employees or agents of either of them, or any other persons, whether expressly
or by implication, that:





(I) the
Company or the undersigned will realize any given percentage of profits and/or
amount or type of consideration, profit or loss as a result of the Company's
activities or the undersigned's investment in the Company; or






75





(II) the
past performance or experience of the management of the Company, or of any other
person, will in any way indicate the predictable results of the ownership of the
common shares or of the Company's activities.





(m) No
oral or written representations have been made other than as stated in the
Memorandum, and no oral or written information furnished to the undersigned or
the undersigned's advisor(s) in connection with the Offering were in any way
inconsistent with the information stated in the Memorandum.





(n) The
undersigned is not subscribing for the Shares as a result of or subsequent to
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a subscription by a
person other than a representative of the Company.





(o) The
undersigned is not relying on the Company with respect to the tax and other
economic considerations of an investment.





(p) The
undersigned understands that the net proceeds from all subscriptions paid and
accepted pursuant to the Offering (after deduction for commissions, discounts
and expenses of the Offering) will be used in all material respects for the
purposes set forth in the Memorandum.





(q)
Without limiting any of the undersigned's other representations and warranties
hereunder, the undersigned acknowledges that the undersigned has reviewed and is
aware of the risk factors described in the Memorandum.





(r) The
undersigned acknowledges that the representations, warranties and agreements
made by the undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of the Shares.








76





(s) The
undersigned has consulted his own financial, legal and tax advisors with respect
to the economic, legal and tax consequences of an investment in the Shares and
has not relied on the Memorandum or the Company, its officers, directors or
professional advisors for advice as to such consequences.





(t)  The
undersigned acknowledges that the Shares are subject to a lock up for one year
from the date of purchase.  In addition, after the lock up period
ends, such shares can only be sold by the investor at the rate of 12 1/2 % of
the outstanding shares held by the investor per quarter.  The share
certificates to be issued for these shares will bear a legend setting forth
these lock and leak out provisions.





(u)  The
undersigned has received, read carefully and is familiar with this December 31,
2005 10KSB to be filed by the Company with the SEC which has been incorporated
by reference into the Private Placement.





(v) the
undersigned acknowledges that RE/MAX and its directors, officers, employees,
agents and representatives do not assume any responsibility or liability of any
nature whatsoever for the accuracy or adequacy of any available information
concerning us or as to whether all information concerning us required to be
disclosed by it has been generally disclosed.





(w)  The
undersigned acknowledges that it has relied upon its own due diligence
investigation of us and not upon any due diligence investigation by RE/MAX and
the undersigned agrees to release RE/MAX, its agents, employees, officers,
directors and shareholders of any claims or actions, whatsoever, in respect of
this investment.





(x)  The
undersigned acknowledges that it has the knowledge and experience with
respect to investments of this type enabling the undersigned to evaluate the
merits and risks thereof and has obtained, or has the capacity to obtain,
competent independent business, legal and tax advice regarding this investment,
and can bear the risk of economic loss of his/her/its investment.






77







(y)  The
undersigned understands and acknowledges that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
requirements of the 1993 Act or applicable U.S. state laws and regulations, the
certificates representing the Common Shares and all certificates issued in
exchange therefore or in substitution thereof, will bear a legend in
substantially the following form:





“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR STATE
SECURITIES LAWS. THE HOLDER THEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH RULE 904 OF REGULATION UNDER THE U.S. SECURITIES ACT, OR (C)
WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S.
SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE.
DELIVERY OF THE CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING NO LEGEND,
DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE
CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION,
IN A FORM SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH SALE IS BEING
MADE IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT.
THE HOLDER OF THE SECURITIES CAN NOT ENTER INTO ANY HEDING TRANSACTIONS WITH
REGARD TO THE COMMON SHARES.”






78







(z)  The
undersigned agrees not to enter into any hedging transactions with regard to the
common stock.





5.           Indemnification.





The
Purchaser understands the meaning and legal consequences of the representations
and warranties contained in Section 4.2, and agrees to indemnify and hold
harmless the Company and RE/MAX and each member, officer, employee, agent or
representative thereof against any and all loss, damage or liability due to or
arising out of a breach of any representation or warranty, or breach or failure
to comply with any covenant, of the Purchaser, whether contained in the
Memorandum or this Subscription Agreement.  Notwithstanding any of the
representations, warranties, acknowledgments or agreements made herein by the
Purchaser, the Purchaser does not thereby or in any other manner waive any
rights granted to the Purchaser under federal or state securities
laws.





6.           Provisions
of Certain State Laws in the United States.





IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED TIE ADEQUACY
OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.





THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.






79





7.         Provisions
of Certain Laws in Canada.




IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY CANADIAN PROVINCIAL
SECURITIES COMMISSION OR REGULATORY AUTHORITY OR ANY UNITED STATES FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.





THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT IN CANADA AS PERMITTED UNDER NI 45-102 OR IN THE
UNITED STATES AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.





8.           Rights
of Action for Damages or Rescission for Newfoundland and Labrador Purchasers
Only




This
section only applies to Purchasers resident in Newfoundland and
Labrador.





If the
Purchaser is resident in the Province of Newfoundland and Labrador and the
Memorandum contains an untrue statement of a material fact or omits to state a
material fact that is required to be stated or that is necessary:




(a)
            in
      order to prevent any statement that is made from being false or misleading
      in light of the circumstances in which it was made;
  or






80






(b)
            in
      order for the statement not to be false or misleading in the circumstances
      in which it was made;




The
Purchaser will have the rights of action as described in the Memorandum under
“Rights of Recission” as if such rights were fully set forth it this Agreement
and such rights are incorporated herein by reference and, by accepting this
Subscription, the Company agrees that a Purchaser resident in the Province of
Newfoundland and Labrador has such rights.





9.           Additional
Information.





The
Purchaser hereby acknowledges and agrees that the Company may make or cause to
be made such further inquiry and obtain such additional information as they may
deem appropriate, with regard to the suitability of the
undersigned.





10.           Irrevocability;
Binding Effect.





The
Purchaser hereby acknowledges and agrees that the Subscription hereunder is
irrevocable, that the Purchaser is not entitled to cancel, terminate or revoke
this  Agreement or any agreements of the undersigned thereunder and
that this Agreement and such other agreements shall survive the death or
disability of the Purchaser and shall be binding upon and inure to the benefit
of the parties and their heirs, executors, administrators, successors, legal
representatives and assigns.  If the Purchaser is more than one
person, the obligations of the Purchaser hereunder shall be joint and several
and the agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such person and
his heirs, executors, legal representatives and assigns.




11.           Modification.





Neither
this  Agreement nor any provisions hereof shall be waived, modified,
discharged or terminated except by an instrument in writing signed by the party
against whom any such waiver, modification, discharge or termination is
sought.






81




12.           Notices.





Any
notice, demand or other communication which any party hereto may be required, or
may elect, to give to any other party hereunder shall be sufficiently given if
(a) deposited, postage prepaid, in a United States mail box, stamped registered
or certified mail, return receipt requested, addressed to such address as may be
listed on the books of the Company, or (b) delivered personally at such
address.




13.           Counterparts.





This
Agreement may be executed through the use of separate signature pages or in any
number of counterparts, and each such counterpart shall, for all purposes,
constitute one agreement binding on all parties, notwithstanding that all
parties are not signatories to the same counterpart.





14.           Entire
Agreement.





This
Agreement contains the entire agreement of the parties with respect to the
subject matter hereof and there are no representations, covenants or other
agreements except as stated or referred to herein.




15.           Severability.





Each
provision of this Agreement is intended to be severable from every other
provision, and the invalidity or illegality of any portion hereof shall not
affect the validity or legality of the remainder hereof.




16.           Assignability.




This  Agreement
is not transferable or assignable by the Purchaser.




17.           Applicable
Law.





This  Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware as applied to residents of that State executing contracts wholly to be
performed in that State.






82








18.           Choice
of Jurisdiction.





The
parties agree that any action or proceeding arising, directly, indirectly or
otherwise, in connection with, out of or from this Subscription Agreement, any
breach hereof or any transaction covered hereby shall be resolved within the
County of New Castle , City of Wilmington and State of
Delaware.  Accordingly, the parties consent and submit to the
jurisdiction of the United States federal and state courts located within the
County of New Castle, City of Wilmington and State of Delaware.





19.           Language.





Each
purchaser of Shares in Canada who receives a purchase confirmation hereby agrees
that it is the purchaser’s express wish that all documents evidencing or
relating in any way to the sale of the Shares be drafted in the English language
only. Chaque acheteur au
Canada des actions recevant un avis de confirmation à l’égard de son acquisition
reconnaît que c’est sa volonté express que tous les documents faisant foi ou se
raportant de quelque manière à la vente des actions soient rédigés uniquement en
anglais





IN WITNESS THEREOF, the
undersigned exercises and agrees to be bound by this Subscription Agreement by
executing the Signature Page attached hereto on the date therein
indicated.





[EXECUTIONS
FOLLOW ON SUBSEQUENT PAGE]








83










SUBSCRIPTION
AGREEMENT SIGNATURE PAGE
 
 By executing this Signature Page, the
undersigned hereby executes, adopts and agrees to all terms, conditions and
representations of this Subscription Agreement and acknowledges all requirements
are met by the purchaser to purchase common shares in the Company.
 
 Number of
Shares Subscribed at: $1.00
per Share:  ______________________________
 
 Aggregate
Purchase Price: $
_____________________________________________________
 
 Type
      of ownership:
              ____________                                Individual____________                                Joint
      Tenants____________                                Tenants
      by the Entirety____________                                Tenants
      in Common____________                                Subscribing
      as Corporation or Partnership____________                                Other
 
 IN WITNESS WHEREOF, the undersigned
Purchaser has executed this Signature Page this __________day of
__________________________, 2006.
  Exact
      Name in which Shares are to be Registered
                
                Exact
      Name in which Shares are to be RegisteredSignature
                
                SignaturePrint
      Name
                
                Print
      NameTax
      Identification Number
                
                Tax
      Identification NumberMailing
      Address
                
                Mailing
      AddressResidence
      Phone Number
                
                Residence
      Phone NumberWork
      Phone Number
                
                Work
      Phone NumberE-mail
      Address
                
                E-mail
      Address
   84
   
 ACCEPTANCE
OF SUBSCRIPTION
  
 MORTGAGEBROKERS.COM
HOLDINGS, INC. hereby accepts the subscription of ___________ Shares consisting
of ______________________, as of the ____________day of _________________,
2006.
 
 
 MORTGAGEBROKERS.COM
HOLDINGS, INC.
 
 By:
              _________________________________Name:
              _________________________________Title:
              _________________________________
 
 
 85








Exhibit I
to Subscription Agreement







ACCREDITED
INVESTOR CERTIFICATE FORM FOR CANADIAN INVESTORS









TO
BE COMPLETED BYSUBSCRIBERS THAT ARE
SUBSCRIBING UNDER THE "ACCREDITED INVESTOR" EXEMPTION









Accredited Investors
Purchasing as Principal - In connection with the purchase of securities,
the undersigned hereby represents, warrants and certifies that:




(a)
            it
      has been notified by the Company:




(i)
            of
      the delivery to the applicable securities regulators of the information
      pertaining to the undersigned as set out in the subscription agreement
      ("Investor
      Information");




(ii)
            that
      the Investor Information is being collected indirectly by the applicable
      securities regulators under the authority granted to it under the
      applicable securities legislation;
and




(iii)
            that
      the Investor Information is being collected for the purposes of the
      administration and enforcement of the applicable securities legislation,
      and




(b)
            it
      is a resident in the province stated as being the address of the
      undersigned as noted below, is purchasing the shares in the capital of the
      Issuer as principal and is an "accredited investor" within the meaning of
      National Instrument
      45-106 – Prospectus and Registration Exemptionsor Quebec Regulation 45-106 – Regulation
      Respecting Prospectus and Registration Exemptions, as the case may
      be, by virtue of satisfying the indicated criterion as set out below
      (please initial
      the appropriate category or
categories):








86




o
              (a) a
      Canadian financial institution, or a Schedule III bank;o
              (b)the
      Business Development Bank of Canada incorporated under the Business Development Bank of
      Canada Act (Canada);o
              (c)a
      subsidiary of any person referred to in paragraphs (a) or (b) above, if
      the person owns all of the voting securities of the subsidiary, except the
      voting securities required by law to be owned by directors of that
      subsidiary;o
              (d)a
      person registered under the securities legislation of a jurisdiction of
      Canada as an adviser or dealer, other than a person registered solely as a
      limited market dealer under one or both of the Securities Act
      (Ontario) or the Securities Act
      (Newfoundland and Labrador);o
              (e)an
      individual registered or formerly registered under the securities
      legislation of a jurisdiction of Canada as a representative of a person
      referred to in paragraph (d) above;o
              (f)the
      Government of Canada or a jurisdiction of Canada, or any crown
      corporation, agency or wholly owned entity of the Government of Canada or
      a jurisdiction of Canada;o
              (g)a
      municipality, public board or commission in Canada and a metropolitan
      community, school board, the Comité de gestion de la taxe scolaire de
      l’île de Montréal or an intermunicipal management board in
      Québec;o
              (h)any
      national, federal, state, provincial, territorial or municipal government
      of or in any foreign jurisdiction, or any agency of that
      government;o
              (i)a
      pension fund that is regulated by either the Office of the Superintendent
      of Financial Institutions (Canada) or a pension commission or similar
      regulatory authority of a jurisdiction of Canada;o
              (j)an
      individual who, either alone or with a spouse, beneficially owns, directly
      or indirectly, financial assets having an aggregate realizable value that
      before taxes, but net of any related liabilities, exceeds
      $1,000,000;
   87
    o
              (k)an
      individual whose net income before taxes exceeded $200,000 in each of the
      2 most recent calendar years or whose net income before taxes combined
      with that of a spouse exceeded $300,000 in each of the 2 most recent
      calendar years and who, in either case, reasonably expects to exceed that
      net income level in the current calendar year;o
              (l)an
      individual who, either alone or with a spouse, has net assets of at least
      $5,000,000;o
              (m)a
      person, other than an individual or investment fund, that has net assets
      of at least $5,000,000 as shown on its most recently prepared financial
      statements and that person is not created or used solely to purchase or
      hold securities as an accredited investor;o
              (n)an
      investment fund that distributes or has distributed its securities only
      to:
                
                i.
      a person that is or was an accredited investor at the time of the
      distribution,
                ii.
      a person that acquires or acquired securities in the circumstances
      referred to in sections 2.10 [Minimum amount investment], and 2.19
      [Additional investment in investment funds]of NI 45-106 or Quebec
      Regulation 45-106 (as the case may be), or
                iii.
      a person described in paragraph (i)or (ii) abovethat acquires
      or acquired securities under section 2.18 [Investment fund reinvestment]
      of NI 45-106 or Quebec Regulation 45-106 (as the case may
be);o
              (o)an
      investment fund that distributes or has distributed securities under a
      prospectus in a jurisdiction of Canada for which the regulator or, in
      Québec, the securities regulatory authority, has issued a
      receipt;o
              (p)a
      trust company or trust corporation registered or authorized to carry on
      business under the Trust
      and Loan Companies Act (Canada) or under comparable legislation in
      a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be;o
              (q)a
      person acting on behalf of a fully managed account managed by that person,
      if that person:
                
                i.
      is registered or authorized to carry on business as an adviser or the
      equivalent under the securities legislation of a jurisdiction of Canada or
      a foreign jurisdiction, and
                ii.
      in Ontario, is purchasing a security that is not a security of an
      investment fund;
    88
        o
              (r)a
      registered charity under theIncome Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;o
              (s)an
      entity organized in a foreign jurisdiction that is analogous to any of the
      entities referred to in paragraphs (a) to (d) above or paragraph (i) in
      form and function;o
              (t)a
      person in respect of which all of the owners of interests, direct,
      indirect or beneficial, except the voting securities required by law to be
      owned by directors, are persons that are accredited
investors;o
              (u)an
      investment fund that is advised by a person registered as an adviser or a
      person that is exempt from registration as an adviser; oro
              (v)a
      person that is recognized or designated by the securities regulatory
      authority or, except in Ontario and Québec, the regulator as:
                
                i.
      an accredited investor, or
                ii.
      an exempt purchaser in Alberta or British Columbia after Quebec Regulation
      45-106 comes into force.






Note:  A
summary of the meanings of certain of the terms used in this Accredited Investor
Certificate follows the signature block below.








89








IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of the ___ day of
__________________, 200__ and hereby authorizes the indirect collection of the
Investor Information by the applicable securities regulators.











___________________________________


Name of
the Subscriber (please type or print)








___________________________________


Signature
of the Subscriber and, if applicable,


title of
authorized signatory of the Subscriber









____________________________________


Name of
Investor









____________________________________


Address
of Investor:








90








********************************************






For
purposes of the representations and warranties set out above, the terms set out
below shall have the following meanings:




"director"means: (a) a member of
the board of directors of a company or an individual who performs similar
functions for a company; and (b) with respect to a person that is not a company,
an individual who performs functions similar to those of a director of a
company.




"financial assets"means: (a) cash; (b)
securities; or (c) a contract of insurance.




"person"includes: (a) an
individual; (b) a corporation; (c) a partnership, trust, fund and an
association, syndicate, organization or other organized group of persons,
whether incorporated or not; and (d) an individual or other person in that
person’s capacity as a trustee, executor, administrator or personal or other
legal representative.




"related liabilities"means: (a) liabilities
incurred or assumed for the purpose of financing the acquisition or ownership of
financial assets; or (b) liabilities that are secured by financial
assets.




"spouse"means, an individual
who: (a) is married to another individual and is not living separate and apart
within the meaning of the Divorce Act(Canada), from
the other individual; (b) is living with another individual in a marriage-like
relationship, including a marriage-like relationship between individuals of the
same gender; or (c) in Alberta, is an individual referred to in paragraph (a) or
(b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships
Act(Alberta).








91






MINIMUM
AMOUNT INVESTMENT STATUS CERTIFICATE





TO
BE COMPLETED BYSUBSCRIBERS THAT ARE
SUBSCRIBING UNDER THE "MINIMUM AMOUNT INVESTMENT" EXEMPTION





In
connection with the purchase by the undersigned Subscriber of the securities,
the Subscriber hereby represents, warrants, covenants and certifies to the
Company (and acknowledges that the Company and its counsel are relying thereon)
that:





(a)
            the
      Subscriber is resident in or subject to the securities laws of one of the
      provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
      Quebec, Newfoundland and Labrador, Nova Scotia, New Brunswick or Prince
      Edward Island;





(b)
            the
      Subscriber is purchasing the securities as principal for its own account
      and not for the benefit of any other
person;





(c)
            the
      securities have an aggregate acquisition cost to the Subscriber of not
      less than $150,000;





(d)
            the
      Subscriber was not created and is not being used solely to purchase or
      hold securities in reliance on the registration and prospectus exemptions
      provided under Section 2.10 of NI 45-106, it pre-existed the offering and
      has a bona fide purpose other than investment in the securities;
      and





(e)
            upon
      execution of this Certificate by the Subscriber, this Certificate shall be
      incorporated into and form a part of the Subscription
      Agreement.





The
foregoing representations contained in this certificate are true and accurate as
of the date of this certificate and will be true and accurate as of the closing
time.  If any such representations shall not be true and accurate
prior to the closing time, the undersigned shall give immediate written notice
of such fact to the Company prior to the closing time.





Dated:
            
            
            Signed:Witness
      (If Subscriber is an Individual)
            
            Print
      name of SubscriberPrint
      Name of Witness
            
            If
      Subscriber is a corporation,
              print
      name and title of Authorized Signing
Officer








92





Exhibit
II to Subscription Agreement





PURCHASER
QUESTIONNAIRE FOR INDIVIDUALS IN THE UNITED STATES





Purpose
of this Questionnaire.





Shares of
Mortgagebrokers.com Holdings, Inc., a Delaware corporation (the "Company'), are
being offered without registration under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of certain states, in reliance on
the private offering exemption contained in Rule 506 of the Securities Act and
on Regulation D of the Securities and Exchange Commission thereunder
("Regulation D"), and in reliance on similar exemptions under certain applicable
state laws.  The purpose of this Purchaser Questionnaire is to assure
the Company that the proposed purchaser meets the standards imposed for the
application of such exemptions including, but not limited to, whether the
proposed purchaser qualifies as an "accredited investor" as defined in Rule 501
under the Act , your answers will at all times be kept strictly
confidential.  However, by signing this purchaser Questionnaire you
agree that the Company may present this Purchaser Questionnaire to such parties
as the Company may deem appropriate if called upon under the law to establish
the availability of any exemption from registration of the private placement or
if the contents hereof are relevant to any issue in any action, suit or
proceeding to which the Company is a party or by which it may be
bound.  The undersigned realizes that this Purchaser Questionnaire
does not constitute an offer by the Company to sell shares but is a request for
information.





THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT,
AS THOROUGHLY AS POSSIBLE, A PROSPECTIVE PURCHASER QUESTIONNAIRE.





Instructions:





One (1)
copy of this Questionnaire should be completed, signed, dated and delivered
to:





Mortgagebrokers.com
Holdings, Inc.


45 Vogel
Road


Suite
101


Richmond
Hill, Ontario L4B 3P6





Please
contact Mr. Alex Haditaghi if you have any questions with respect to the
Questionnaire at 905-884-9777.





PLEASE ANSWER ALL
QUESTIONS.  If the appropriate answer is "None" or "Not
Applicable," so state.  Please print or type your answers to all
questions.  Attach additional sheets if necessary to complete your
answers to any item.








93







General
Information:





Name
            ____________________________________________________________Date
      of Birth
            ____________________________________________________________Residence
      Address
            ____________________________________________________________Business
      Address
            ____________________________________________________________Home
      Telephone No.
            ____________________________________________________________Business
      Telephone No
            ____________________________________________________________E-mail
      Address
            ____________________________________________________________Preferred
      Mailing Address
            ________
      Business       or           
      _________ Home  (check one)Social
      Security Number
            ____________________________________________________________Marital
      Status
            ____________________________________________________________





Financial
Condition:





Did your
individual annual income during each of 2004 and 2005 exceed $200,000 and do you
reasonably expect your individual annual income during 2006 to exceed
$200,000?


Yes
      _______
            No
      _______





Did your
joint (with spouse) annual income during each of 2004 and 2005 exceed $300,000
and do you reasonably expect your individual annual income during 2006 to exceed
$300,000?


Yes
      _______
            No
      _______





Does your
individual or joint net worth exceed $1,000,000?


Yes
      _______
            No
      _______





By
signing this Questionnaire I hereby confirm the following
statements:





I am
aware that the offering of Common Stock will involve securities that are not
transferable and for which no market exists, thereby requiring my investment to
be maintained for an indefinite period of time.





I
acknowledge that any delivery to me of the Private Placement Memorandum relating
to the common shares prior to the determination by the Company of my suitability
as an investor, shall not constitute an offer of such shares until such
determination of suitability shall be made, and I agree that I shall promptly
return the Private Placement Memorandum to the Company upon
request.





My
answers to the foregoing questions are, and were on any date (if any) that I
previously subscribed for shares in the Company, true and complete to the best
of my information and belief and were true on any date that I previously as of,
and I will promptly notify the Company of any changes in the information I have
provided.





[EXECUTIONS
FOLLOW ON SUBSEQUENT PAGE]










94







Executed:





Date:
            _________________Place:
            ___________________________________________________________________________(Printed
      Name)_________________________________________(Signature)_________________________________________(Printed
      Name of Joint Subscriber)_________________________________________(Signature
      of Joint Subscriber)








95











Exhibit
IV to Subscription Agreement




PURCHASER
QUESTIONNAIRE FOR INDIVIDUALS IN CANADA




Purpose
of this Questionnaire:








Shares of
Mortgagebrokers.com Holdings, Inc., a Delaware Corporation (the "Company'), are being offered
in reliance on the accredited investor exemption contained in National
Investment 45-106 - Prospectus and Registration Exemptions (“NI 45-106”). The purpose of
this Purchaser Questionnaire is to assure the Company that the proposed
purchaser meets the standards imposed for the application of such accredited
investor exemption including, but not limited to, whether the proposed purchaser
qualifies as an "accredited investor" as defined in NI 45-106. Your answers will
at all times be kept strictly confidential. However, by signing this purchaser
Questionnaire you agree that the Company may present this Purchaser
Questionnaire to such parties as the Company may deem appropriate if called upon
under the law to establish the availability of any accredited investor exemption
or if the contents hereof are relevant to any issue in any action, suit or
proceeding to which the Company is a party or by which it may be bound. The
undersigned realizes that this Purchaser Questionnaire does not constitute an
offer by the Company to sell shares but is a request for
information.





THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT,
AS THOROUGHLY AS POSSIBLE, A PROSPECTIVE PURCHASER QUESTIONNAIRE.





Instructions:





One (1)
copy of this Questionnaire should be completed, signed, dated and delivered
to:


Mortgagebrokers.com
Holdings, Inc.


45 Vogel
Road


Suite
101


Richmond
Hill, Ontario L4B 3P6





Please
contact Mr. Alex Haditaghi if you have any questions with respect to the
Questionnaire at:


905 884
9777






96












PLEASE ANSWER ALL QUESTIONS.
If the appropriate answer is "None" or "Not Applicable," so state. Please print
or type your answers to all questions. Attach additional sheets if necessary to
complete your answers to any item.





I.           General
Information:


Name:  ________________________________





Date of
Birth:  ______________________________





Residence
Address:  _______________________________________________________________





Business
Address:  ________________________________________________________________





Home
Telephone No.:
______________________________________________________________





Business
Telephone
No:  ____________________________________________________________





E-mail
Address:  ___________________________________________________________________





Preferred
Mailing Address: ________
Business          or
_________        Home (check
one)





Social
Insurance
Number:  ____________________________________________________________





Marital
Status:  ____________________________________________________________________





II.           Financial
Condition:





1.           Did
your individual annual net income before taxes during each of 2004 and 2005
exceed CDN$200,000 and do you reasonably expect your individual annual net
income before taxes during 2006 to exceed CDN$200,000?




Yes
_______                                No
_______





2.           Did
your joint (with spouse) annual net income before taxes during each of 2004 and
2005 exceed CDN$300,000 and do you reasonably expect your joint (with spouse)
annual net income before taxes during 2006 to exceed CDN$300,000?





Yes
_______                                No
_______





3.           Does
your individual or joint (with spouse) financial assets as defined under NI
45-106 have an aggregate realizable value that before taxes, but net of any
related liabilities, exceed CDN$1,000,000?





Yes
_______                                No
_______








97










By
signing this Questionnaire I hereby confirm the following
statements:





(a) I am
aware that the offering of Common Stock will involve securities that are not
transferable and for which no market exists, thereby requiring my investment to
be maintained for an indefinite period of time.





(b) I
acknowledge that any delivery to me of the Memorandum relating to the Common
shares prior to the determination by the Company of my suitability as an
investor, shall not constitute an offer of such Shares until such determination
of suitability shall be made, and I agree that I shall promptly return the
Memorandum to the Company upon request.





(c)           My
answers to the foregoing questions are, and were on any date (if any) that I
previously subscribed for Shares in the Company, true and complete to the best
of my information and belief and were true on any date that I previously as of,
and I will promptly notify the Company of any changes in the information I have
provided.





Executed:








Date:
________________                _______________________________________________


(Printed Name)





Place:  ____________________________________








__________________________________________


(Signature)





__________________________________________


(Printed Name of Joint
Subscriber)