Filed by Automated Filing Services Inc. (604) 609-0244 - ActionView International, Inc. - Exhibit 4.1





 PRIVATE PLACEMENT MEMO - CONFIDENTIAL 

 AGREEMENT FOR PRIVATE PLACEMENT SUBSCRIPTION ESCROW 


      THIS ESCROW AGREEMENT
  is made and entered into as of the 31 day of March 2004, by and between NevWest
  Securities Corporation, a Nevada corporation ("Placement Agent"), Actionview
  International, Inc., a Nevada Corporation ("Company"), and Wells Fargo Bank
  Arizona, National Association, (the "Escrow Agent"). 

 WHEREAS, the Company intends to offer privately through
  the Placement Agent not less than 500,000 nor more than 10,000,000 of shares
  of the Common Stock of the Company (the "Securities"), for which each subscriber
  will pay $0.20 per share; and 

 WHEREAS, it has been determined that the proceeds to
  be received from the Offering should be placed in escrow until such time as
  subscriptions for $100,000 of the Securities (the "Minimum Amount"), has been
  deposited into escrow; 

 WHEREAS, the Escrow Agent is willing to accept appointment
  as Escrow Agent for only the expressed duties outlined herein. 

 NOW, THEREFORE, in consideration of the premises and
  agreements set forth herein, the parties hereto agree as follows: 

 1. Proceeds to be Escrowed. All funds
  received by the Placement Agent in payment for the Securities will be forwarded
  to the Escrow Agent by noon of the business day following the day, upon which
  such I proceeds are received by the Placement Agent, and shall be retained in
  escrow by the Escrow Agent in a separate, non-interest bearing account or invested
  as stated below. During the term of this Escrow Agreement, the Placement Agent
  shall instruct subscribers that all checks received by it in payment for such
  Securities must be made payable to Wells Fargo Bank Arizona fbo Actionview
  International. Inc. ("Escrow Account"). Any checks received that are made
  payable to a party other than the Escrow Account shall be promptly returned
  by the Placement Agent to the party that submitted the check. 

      The Escrow Agent will not release
  any funds from the Escrow Account until such time as the Escrow Agent has confirmed
  to its satisfaction that (i) the Minimum Amount has been collected and (ii)
  the collected funds are good. 

 2. Identity of Subscribers. The
  Placement Agent shall furnish to the Escrow Agent with each delivery of funds,
  as provided in paragraph 1 hereof, a list of the persons who have paid money
  for the purchase of Securities showing the name, address, amount of Securities
  subscribed for and the amount of money paid. All proceeds so deposited shall
  remain the property of the subscriber and shall not be subject to any liens
  or charges by the Company, the Placement Agent, or the Escrow Agent, or judgments
  or creditors' claims against the Company, until released to the Company as hereinafter
  provided. 

 3. Disbursement of Funds. From time
  to time, and promptly following the Termination Date (as defined in paragraph


 4 hereof), the Escrow Agent shall notify the Company of the
  amount of the funds received hereunder. If payments of the Minimum Amount for
  Securities are obtained at any time on or prior to the Termination Date, the
  Minimum amount shall be payable to the Company by noon of the following business
  day upon receipt by Escrow Agent of written directions from the Company, and
  thereafter the Escrow Account will remain open until the Termination Date for
  the purpose of depositing therein the subscription price for additional securities
  sold in the Offering, which additional Escrow Funds shall be available to the
  Company as instructed by the Company. 

      If the Minimum Amount of proceeds
  has not been delivered prior to the Termination Date, the Escrow Agent shall,
  upon receipt of written confirmation from the Company, refund to each subscriber
  at the address appearing on the list of subscribers, or at such other address
  as shall be furnished to the Escrow Agent by the subscriber in writing, all
  sums paid by the subscriber pursuant to his subscription agreement for Securities,
  and shall then notify the Company and the Placement Agent in writing of such
  refunds. The Company may 

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 PRIVATE PLACEMENT MEMORANDUM – CONFIDENTIAL extend the
  offering once the Minimum Amount has been received by the Escrow Agent, until
  such time as it has received the Maximum Amount by giving written notice to
  the Escrow Agent. 

 4. Term of Escrow. The "Termination
  Date" shall be the earlier of the following dates: 

	 	A. The expiration of 60 days from the date of commencement
        of the Offering (unless extended as permitted in the offering document
        for an additional 60 days by mutual written agreement between the Company,
        the Escrow Agent and the Placement Agent with a copy of such extension
        to the Escrow Agent);

        or 

        B. The date upon which a determination is made by the Company and the
        Placement Agent to terminate the Offering prior to the sale of the Minimum.
      



In all events this escrow shall terminate upon the one-year
  anniversary from the date of this agreement. 

 5. Duty and Liability of the Escrow Agent.
  The sole duty of the Escrow Agent, other than as herein specified, shall
  be to receive said funds and hold them subject to release, in accordance herewith,
  and the Escrow Agent shall be under no duty to determine whether the Placement
  Agent is complying with requirements of this Escrow Agreement in tendering to
  the Escrow Agent said proceeds of the sale of said Securities. The Escrow Agent
  may conclusively rely upon and shall be protected in acting upon any statement,
  certificate, notice, request, consent, order or other document believed by it
  to be genuine and to have been signed or presented by the proper party or parties.
  The Escrow Agent shall have no duty or liability to verify any such statement,
  certificate, notice, request, consent, order or other document, and its sole
  responsibility shall be to act only as expressly set forth in this Escrow Agreement.
  The Escrow Agent shall be under no obligation to institute or defend any action,
  suit or proceeding in connection with this Escrow Agreement unless first indemnified
  to its satisfaction. The Escrow Agent may consult counsel in respect of any
  question arising under this Escrow Agreement and the Escrow Agent shall not
  be liable for any action taken or omitted in good faith upon advice of such
  counsel. 

 6. Escrow Agent's Fee. The Escrow Agent
  shall be entitled to compensation for its services as stated in the fee schedule
  attached hereto as Exhibit A, which compensation shall be paid by the Placement
  Agent. The fee agreed upon for the services rendered hereunder in intended as
  full compensation for the Escrow Agent's services as contemplated by this Escrow
  Agreement; provided, however, that in the event that the conditions for the
  disbursement of funds under this Escrow Agreement are not fulfilled, or the
  Escrow Agent renders any material service not contemplated in this Escrow Agreement,
  or there is any assignment of interest in the subject matter of this Escrow
  Agreement, or any material modification hereof, or if any material controversy
  arises hereunder, or the Escrow Agent is made a party to any litigation pertaining
  to this Escrow Agreement, or the subject matter hereof, then the Escrow Agent
  shall be reasonably compensated for such extraordinary services and reimbursed
  for all costs and expenses, including reasonable attorney's fees,. occasioned
  by any delay, controversy, litigation or event, and the same shall be recoverable
  jointly and severally from the Placement Agent and the Company. 

 7. Investment of Proceeds. All funds
  held by the Escrow Agent pursuant to this Escrow Agreement shall constitute
  trust property for the purposes for which they are held. The Escrow Agent shall
  keep all funds received from subscribers in cash or, alternatively, invest such
  funds only in investments permissible under SEC Rule 15c2-4 as directed in writing
  by Placement Agent. However, under any and all circumstances, the Escrow Account
  shall bear no interest to subscribers or the Company. 

 8. Issuance of Certificates. Until the
  terms of this Escrow Agreement with respect to Securities have been met and
  the funds hereunder received from subscriptions for Securities have been released
  to the Company, the Company may not issue any certificates or other evidence
  of Securities, except subscription agreements. 

 9. Notices. All notices, requests, demands,
  and other communications under this Escrow Agreement shall be in writing and
  shall be deemed to have been duly given (a) on the date of service if served
  personally on the party to whom notice is to be given, (b) on the day of transmission
  if sent by facsimile transmission to 

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 PRIVATE PLACEMENT MEMORANDUM – CONFIDENTIAL

 the facsimile number given below, and telephonic confirmation
  of receipt is obtained promptly after completion of transmission, (c) on the
  day after delivery to Federal Express or similar overnight courier or the Express
  Mail service maintained by the United States Postal Service, or (d) on the fifth
  day after mailing, if mailed to the party to whom notice is to be given, by
  first class mail, registered or certified, postage prepaid, and properly addressed,
  return receipt requested, to the party as follows:

	 	If to the Company: 

       Actionview International, Inc. 

        #388-145 Tyee Drive 

        Point Roberts, Washington 98281 

        Attn: Christopher Stringer 

        Phone: 866-878-0200 

       If to the Placement Agent 

       NevWest Securities Corporation 

        5440 West Sahara Avenue, Suite 202 

        Las Vegas, Nevada 89146 

        Attn: David S. Laub 

        Phone: 702-257-4660 

        Fax: 702-257-4651 

       If to Escrow Agent: 

        Wells Fargo Bank Arizona, National Association 

        Corporate Trust Department 

        Attn: Eunice Ortega 

        MAC S4101-080 

        100 West Washington 

        Phoenix, AZ 85003 

        Phone: 602-378-2335 

        Fax: 602-378-2333 




Any party may change its address for purposes of this paragraph
  by giving the other party written notice of the new address in the manner set
  forth above. 

 10. Indemnification of Escrow Agent: The Company
  and the Placement Agent hereby jointly indemnify and hold harmless the Escrow
  Agent from and against, any and all loss, liability, cost, damage and expense,
  including, without limitation, reasonable counsel fees, which the Escrow Agent
  may suffer or incur by reason of any action, claim or proceeding brought against
  the Escrow Agent arising out of or relating in any way to this Escrow Agreement
  or any transaction to which this Escrow Agreement relates unless such action,
  claim or proceeding is the result of the willful misconduct of the Escrow Agent.
  The Escrow Agent may consult counsel in respect of any question arising under
  this Escrow Agreement and the Escrow Agent shall not be liable for any acting
  taken or omitted in good faith upon advice of such counsel. 

 11. Successors and Assigns. Except as otherwise
  provided in this Escrow Agreement, no party hereto shall assign this Escrow
  Agreement or any rights or obligations hereunder without the prior written consent
  to the other parties hereto and any such attempted assignment without such prior
  written consent shall be void and of no force and effect. This Escrow Agreement
  shall inure to the benefit of and shall be binding upon the successors and permitted
  assigns of the parties hereto. 

 12. Governing Law; Jurisdiction. This Escrow
  Agreement shall be construed, performed, and enforced in accordance with, and
  governed by, the internal laws of the State of Arizona, without giving effect
  to the 

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 PRIVATE PLACEMENT MEMORANDUM - CONFIDENTIAL 

 principles of conflicts of laws thereof. Each party hereby
  consents to the personal jurisdiction and venue of any United States District
  Court for the District of Arizona located in Maricopa County, Arizona. 

 13. Non-Liability. The Escrow Agent shall not
  be liable for any act or omission while acting in good faith and in the exercise
  of its own best judgment. Any act or omission by the Escrow Agent pursuant to
  the advice of its attorneys shall be conclusive evidence of such good faith.
  The Escrow Agent shall have the right to consult with counsel whenever any question
  arises concerning the Escrow Agreement and shall incur no r' liability for any
  delay reasonably required to obtain such advice of counsel. The Escrow Agent
  shall not be r liable for the alteration, modification or elimination of any
  right permitted or given under the instructions set forth in this Escrow Agreement
  and/or in any document deposited under the Escrow Agreement pursuant to any
  Statute of Limitations or by reason of laches. The Escrow Agent shall have no
  further responsibility or liability whatsoever to any or all of the parties
  following a partial or complete distribution of the escrowed funds pursuant
  to this Escrow Agreement. The Escrow Agent shall not incur any liability with
  respect to any act or omission in reliance upon any document, including any
  written notice or instruction provided for in the Escrow Agreement. In performing
  its obligations hereunder, the Escrow Agent shall be entitled to presume, without
  inquiry, the due execution, validity and effectiveness of all documents it receives,
  and also the truth and accuracy of any information contained therein. 

 14. Severability. In the event that any part
  of this Escrow Agreement is declared by any court or other judicial or administrative
  body to be null, void, or unenforceable, said provision shaII survive to the
  extent it is not so declared, and all of the other provisions of this Escrow
  Agreement shall remain in full force and effect. 

 15. Amendments; Waivers. This Escrow Agreement
  may be amended or modified, and any of the terms, covenants, representations,
  warranties, or conditions hereof may be waived, only by a written instrument
  executed by the parties hereto, or in the case of a waiver, by the party waiving
  compliance. Any waiver by any party of any condition, or of the breach of any
  provision, term, covenant, representation, or warranty contained in this Escrow
  Agreement, in anyone or more instances, shall not be deemed to be nor construed
  as further or continuing waiver of any such condition, or of the breach of any
  other provision, term, covenant, representation, or warranty of this Escrow
  Agreement. 

 16. Entire Agreement. The Escrow Agent shall
  not be a party to, or bound by, any agreement between the Company, the Placement
  Agent, and the Escrow Agent other than this Escrow Agreement. The Escrow Agent
  shall have no duty to know or inquire as to the performance or nonperformance
  of any provision of any such agreement between the parties. 

 17. Disagreements. If any disagreement or dispute
  arises between the parties to this Escrow Agreement. concerning the meaning
  or validity of any provision hereunder or concerning any other matter relating
  to this Escrow Agreement, the Escrow Agent shall be under no obligation to act,
  except under process or order of court, or until it has been adequately indemnified
  to its full satisfaction, and shall sustain no liability for its failure to
  act pending such process, court order or indemnification. 

 18. Section Headines. The section headings in
  this Escrow Agreement are for reference purposes only and shall not affect the
  meaning or interpretation of this Escrow Agreement. 

 19. Counterparts. This Escrow Agreement may
  be executed in counterparts, each of which shall be deemed an original, but
  all of which shall constitute the same instrument. 

 20 . Time of Essence. Time
  is of the essence of this Escrow Agreement. 

 21. Resignation. The Escrow Agent may resign
  at any time by furnishing written notice of its resignation to the Placement
  Agent. The Placement Agent may remove the Escrow Agent at any time by furnishing
  to the Escrow Agent a written notice of its removal. Such resignation or removal,
  as the case may be, shall be effective upon delivery of such notice. 

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 PRIVATE PLACEMENT MEMORANDUM - CONFIDENTIAL 

 IN WITNESS WHEREOF, the parties hereto have caused this Escrow
  Agreement to be executed the day and year first set forth above. 

 Actionview International Inc. 

  By: /Signed/                                                                                                                                                                                                                     

  Christopher Stringer 

  President and CFO 

 NevWest Securities Corporation 

  By: /Signed/                                                                                                                                                                                                                      

  Antony M. Santos 

  Executive Vice-President 

 Wells Fargo Bank Arizona, National Association 

  as Escrow Agent  

 By:/ Authorized Signatory/