THIS
SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”).

     

    NONE
OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION
AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933 (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

     

    SUBSCRIPTION
AGREEMENT

     

    (Offshore
Subscribers)

     

     

    
      	
              TO:

            	
              Qnective,
      Inc. (the “Company”)

            


    

     

    c/o
Qporter (Schweiz) AG

    Thurgauerstrasse
54, CH-8050, Zurich, Switzerland

     

     

    
      Purchase of
Shares

    

     

    
      	
              Whereas,
      the Company and the Subscriber (as hereinafter defined) entered into an
      agreement (the “Agreement") for the purchase of a 15% convertible
      debenture (the "Debenture") on September 4,
  2008;

            


    

     

    
      	
              Whereas,
      pursuant to the Debenture the Subscriber loaned the principal amount of
      Two Million and 00/100 U.S. Dollars ($2,000,000.00) to the Company (the
      "Loan"); and

            


    

     

    
      	
              Whereas,
      the Company and the Subscriber have agreed to terminate the Agreement and
      the Debenture upon the terms and conditions of a Termination Agreement
      dated as of December 8, 2008.

            


    

     

    
      	
              1.

            	
              Subscription

            


    

     

    On the
basis of the representations and warranties and subject to the terms and
conditions set forth herein, Mrs. Thea Kunz (the “Subscriber”) hereby
irrevocably subscribes for and agrees to accept the issuance to the Subscriber
of 1,000,000 shares of the Company’s common stock (“Common Stock”), par value
$0.001 per share (each a “Share” and collectively the “Shares”) (the subscription
and agreement to purchase being the “Subscription”), in lieu of
repayment of, and in satisfaction of all obligations under the Agreement, the
Loan and the Debenture having a principal amount of  TWO MILLION
DOLLARS (US$2,000,000.00) (collectively, the “Subscription
Proceeds”).

     

    A.    The
Shares may also be hereafter referred to, collectively, as the “Securities”.

     

    B.    On the
basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to sell the
Shares to the Subscriber.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    C.    Subject to the
terms hereof, the Subscription will be effective upon its acceptance by the
Company.

     

    
      	
              2.

            	
              Payment

            


    

     

    The
Company hereby acknowledges that it has, as of the date of this Subscription
Agreement, received all of the Subscription Proceeds pertaining to the purchase
of the Shares by the Subscriber.

     

    
      	
              3.

            	
              Documents
      Required from Subscriber

            


    

     

    The
Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement.

     

    A.    The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, the Financial
Industry Regulatory Authority Over the Counter Bulletin Board (the “OTCBB”) and
applicable law.

     

    
      	
              4.

            	
              Closing

            


    

     

    The sale
of the Shares shall be completed (the “Closing”) on the date this
Subscription Agreement is executed by the parties hereto (the “Closing Date”) or such other
date as the parties may agree upon.

     

    A.    At the
Closing, or promptly thereafter, the Company will deliver a certificate for the
Shares registered as provided in this Subscription Agreement.

     

    
      	
              5.

            	
              Acknowledgements
      of Subscriber

            


    

     

    The
Subscriber acknowledges and agrees that:

     

    
      	
               
      

            	
              i.

            	
              none
      of the Securities have been or will be registered under the Securities
      Act, or under any state securities or “blue sky” laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S under the Securities Act (“Regulation S”), except
      in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the Securities Act, or pursuant to
      an exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and in each case only in accordance
      with applicable state securities
laws;

            


    

     

    
      	
               
      

            	
              ii.

            	
              the
      Company has not undertaken, and will have no obligation, to register any
      of the Securities under the Securities Act or any other securities
      legislation;

            


    

     

    
      	
               
      

            	
              iii.

            	
              it
      has received and carefully read this Subscription
    Agreement;

            


    

     

    
      	
               
      

            	
              iv.

            	
              the
      decision to execute this Subscription Agreement and purchase the Shares
      agreed to be purchased hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Company and such decision is based entirely upon a review of any public
      information which has been filed by the Company with the Securities and
      Exchange Commission (“Commission”) in
      compliance, or intended compliance, with applicable securities
      legislation;

            


    

     

    
      	
               
      

            	
              v.

            	
              it
      and its advisor(s) have had a reasonable opportunity to ask questions of
      and receive answers from the Company in connection with the sale of the
      Shares hereunder, and to obtain additional information, to the extent
      possessed or obtainable by the Company without unreasonable effort or
      expense;

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              vi.

            	
              the
      books and records of the Company were available upon reasonable notice for
      inspection, subject to certain confidentiality restrictions, by the
      Subscriber during reasonable business hours at its principal place of
      business and that all documents, records and books in connection with the
      sale of the Securities hereunder have been made available for inspection
      by it and its attorney and/or
advisor(s);

            


    

     

    
      	
               
      

            	
              vii.

            	
              all
      information which the Subscriber has provided to the Company is correct
      and complete as of the date the Subscription Agreement is signed, and if
      there should be any change in such information prior to this Subscription
      Agreement being executed by the Company, the Subscriber will immediately
      provide the Company with such
information;

            


    

     

    
      	
               
      

            	
              viii.

            	
              the
      Company is entitled to rely on the representations and warranties of the
      Subscriber contained in this Subscription Agreement and the Subscriber
      will hold the Company harmless from any loss or damage it may suffer as a
      result of the Subscriber’s failure to correctly complete this Subscription
      Agreement;

            


    

     

    
      	
               
      

            	
              ix.

            	
              the
      Subscriber has been advised to consult the Subscriber’s own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Securities and with respect to applicable resale restrictions, and it
      is solely responsible (and the Company is not in any way responsible) for
      compliance with:

            


    

     

    
      	
               
      

            	
              any
      applicable laws of the jurisdiction in which the Subscriber is resident in
      connection with the distribution of the Securities hereunder,
      and

            


    

     

    
      	
               
      

            	
              applicable
      resale restrictions;

            


    

     

    
      	
               
      

            	
              x.

            	
              none
      of the Securities are listed on any stock exchange or automated dealer
      quotation system and no representation has been made to the Subscriber
      that any of the Securities will become listed on any stock exchange or
      automated dealer quotation system, except that currently certain market
      makers make a market in the common shares of the Company on the OTCBB
      operated by the Financial Industry Regulatory Authority, Inc.
      (“FINRA”);

            


    

     

    
      	
               
      

            	
              xi.

            	
              none
      of the Securities may be offered or sold by the Subscriber to a U.S.
      Person (as defined in Section 6.2, below), or for the account or benefit
      of a U.S. Person (other than a distributor) prior to the end of the
      Distribution Compliance Period (as defined
  herein);

            


    

     

    
      	
               
      

            	
              xii.

            	
              the
      Company will refuse to register any transfer of the Securities not made in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the Securities Act or pursuant to an
      available exemption from the registration requirements of the Securities
      Act and in each case in accordance with applicable state securities
      laws;

            


    

     

    
      	
               
      

            	
              xiii.

            	
              neither
      the Commission nor any other securities commission or similar regulatory
      authority has reviewed or passed on the merits of the
      Securities;

            


    

     

    
      	
               
      

            	
              xiv.

            	
              no
      documents in connection with the sale of the Shares hereunder have been
      reviewed by the Commission or any state securities
      administrators;

            


    

     

    
      	
               
      

            	
              xv.

            	
              there
      is no government or other insurance covering any of the
      Securities;

            


    

     

    
      	
               
      

            	
              xvi.

            	
              the
      issuance and sale of the Securities to the Subscriber will not be
      completed if it would be unlawful or if, in the discretion of the Company
      acting reasonably, it is not in the best interests of the
      Company;

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              xvii.

            	
              the
      Subscriber is purchasing the Securities pursuant to an exemption from the
      registration and the prospectus requirements of applicable securities
      legislation on the basis that the Subscriber is not a resident of the
      United States and, as a
consequence:

            


    

     

    
      	
               
      

            	
              is
      restricted from using most of the civil remedies available under
      securities legislation,

            


    

     

    
      	
               
      

            	
              may
      not receive information that would otherwise be required to be provided
      under securities legislation, and

            


    

     

    
      	
               
      

            	
              the
      Company is relieved from certain obligations that would otherwise apply
      under securities legislation;

            


    

     

    
      	
            	
              xviii.

            	
              the
      statutory and regulatory basis for the exemption claimed for the offer and
      sale of the Securities, although in technical compliance with Regulation
      S, would not be available if the offering is part of a plan or scheme to
      evade the registration provisions of the Securities Act;
    and

            


    

     

    
      	
               
      

            	
              xix.

            	
              this
      Subscription Agreement is not enforceable by the Subscriber unless it has
      been accepted by the Company.

            


    

     

    
      	
              6.

            	
              Representations,
      Warranties and Covenants of the
Subscriber

            


    

     

    
      	
              6.1 

            	
              The
      Subscriber hereby represents and warrants to and covenants with the
      Company (which representations, warranties and covenants shall survive the
      Closing) that:

            


    

     

    
      	
               
      

            	
              i.

            	
              the
      Subscriber is not a U.S. Person;

            


    

     

    
      	
               
      

            	
              ii.

            	
              the
      Subscriber is not acquiring the Securities for the account or benefit of,
      directly or indirectly, any U.S.
Person;

            


    

     

    
      	
               
      

            	
              iii.

            	
              the
      Subscriber is resident in the jurisdiction set out on the signature page
      of this Subscription Agreement and the sale of the Securities to the
      Subscriber as contemplated in this Subscription Agreement complies with or
      is exempt from the applicable securities legislation of the jurisdiction
      of residence of the Subscriber;

            


    

     

    
      	
               
      

            	
              iv.

            	
              the
      Subscriber has the legal capacity and competence to enter into and execute
      this Subscription Agreement and to take all actions required pursuant
      hereto and, if the Subscriber is a corporation, it is duly incorporated
      and validly subsisting under the laws of its jurisdiction of incorporation
      and all necessary approvals by its directors, shareholders and others have
      been obtained to authorize execution and performance of this Subscription
      Agreement on behalf of the
Subscriber;

            


    

     

    
      	
               
      

            	
              v.

            	
              if
      the Subscriber is a corporation or other entity, the entering into of this
      Subscription Agreement and the transactions contemplated hereby do not and
      will not result in the violation of any of the terms and provisions of any
      law applicable to, or the outstanding documents of, the Subscriber or of
      any agreement, written or oral, to which the Subscriber may be a party or
      by which the Subscriber is or may be
bound;

            


    

     

    
      	
               
      

            	
              vi.

            	
              the
      Subscriber is acquiring the Securities as principal for its own account
      for investment purposes only and not for the account of any other person
      and not for distribution, assignment or resale to others, and no other
      person has a direct or indirect beneficial interest in such Securities,
      and it has not subdivided its interest in the Securities with any other
      person;

            


    

     

    
      	
               
      

            	
              vii.

            	
              the
      Subscriber is outside the United States when receiving and executing this
      Subscription Agreement and is acquiring the Securities as principal for
      the Subscriber’s own account for investment purposes only, and not with a
      view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in the Securities;

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              viii.

            	
              the
      Subscriber is aware that an investment in the Company is speculative and
      involves certain risks, including the possible loss of the entire
      investment and it has carefully read and considered the matters set forth
      under the heading “Risk Factors” appearing in the Company’s Form 10-KSB,
      and the Company’s Form 10-Q, Form 8-K and any other periodic filings filed
      from time to time with the
Commission;

            


    

     

    
      	
               
      

            	
              ix.

            	
              the
      Subscriber has made an independent examination and investigation of an
      investment in the Securities and the Company and has depended on the
      advice of its legal and financial advisors and agrees that the Company
      will not be responsible in any way whatsoever for the Subscriber’s
      decision to invest in the Securities and the
  Company;

            


    

     

    
      	
               
      

            	
              x.

            	
              the
      Subscriber (i) has adequate net worth and means of providing for its
      current financial needs and possible personal contingencies, (ii) has no
      need for liquidity in this investment, and (iii) is able to bear the
      economic risks of an investment in the Securities for an indefinite period
      of time;

            


    

     

    
      	
               
      

            	
              xi.

            	
              the
      Subscriber understands and agrees that the Company and others will rely
      upon the truth and accuracy of the acknowledgements, representations and
      agreements contained in this Subscription Agreement and agrees that if any
      of such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Subscriber shall promptly notify the
      Company;

            


    

     

    
      	
               
      

            	
              xii.

            	
              the
      Subscriber has the legal capacity and competence to enter into and execute
      this Subscription Agreement and to take all actions required pursuant
      hereto;

            


    

     

    
      	
               
      

            	
              xiii.

            	
              the
      Subscriber has duly executed and delivered this Subscription Agreement and
      it constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber in accordance with its
  terms;

            


    

     

    
      	
               
      

            	
              xiv.

            	
              the
      Subscriber is not an underwriter of, or dealer in, the Common Stock of the
      Company, nor is the Subscriber participating, pursuant to a contractual
      agreement or otherwise, in the distribution of any of the
      Securities;

            


    

     

    
      	
               
      

            	
              xv.

            	
              the
      Subscriber understands and agrees that none of the Securities have been or
      will be registered under the Securities Act or under any state securities
      or “blue sky” laws of any state of the United States and, unless so
      registered, may not be offered or sold in the United States or directly or
      indirectly to U.S. Persons, except in accordance with the provisions of
      Regulation S (“Regulation “S” promulgated under the Securities Act,
      pursuant to an effective registration statement under the Securities Act,
      or pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act and in each case only in
      accordance with applicable state securities
  laws;

            


    

     

    
      	
               
      

            	
              xvi.

            	
              the
      Subscriber understands and agrees that offers and sales of any of the
      Securities prior to the expiration of a period of six months after the
      date of original issuance of the Securities (the six month period
      hereinafter referred to as the “Distribution Compliance
      Period”) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the Securities Act or an exemption therefrom, and that all
      offers and sales after the Distribution Compliance Period shall be made
      only in compliance with the registration provisions of the Securities Act
      or an exemption therefrom and in each case only in accordance with
      applicable state securities laws;

            


    

     

    
      	
               
      

            	
              xvii.

            	
              the
      Subscriber has not acquired the Securities as a result of, and it
      covenants that it will not itself engage in, any “directed selling
      efforts” (as defined in Regulation S) in the United States in respect of
      any of the Securities which would include any activities undertaken for
      the purpose of, or that could reasonably be expected to have the effect
      of, conditioning the market in the United States for the resale of any of
      the Securities; provided, however, that the Subscriber may sell or
      otherwise dispose of any of the Securities pursuant to registration of any
      of the Securities pursuant to the Securities Act and any applicable state
      securities laws or under an exemption from such registration requirements
      and as otherwise provided herein;

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
            	
              xviii.

            	
              the
      Subscriber agrees not to engage in any hedging transactions involving any
      of the Securities unless such transactions are in compliance with the
      provisions of the Securities Act and in each case only in accordance with
      applicable state securities laws;

            


    

     

    
      	
               
      

            	
              xix.

            	
              the
      Subscriber understands and agrees that the Company will refuse to register
      any transfer of the Securities not made in accordance with the provisions
      of Regulation S, pursuant to an effective registration statement under the
      Securities Act or pursuant to an available exemption from the registration
      requirements of the Securities Act;

            


    

     

    
      	
               
      

            	
              xx.

            	
              the
      Subscriber (i) is able to fend for itself in the Subscription; (ii) has
      such knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of its investment in the
      Securities and the Company; and (iii) has the ability to bear the economic
      risks of its prospective investment and can afford the complete loss of
      such investment;

            


    

     

    
      	
               
      

            	
              xxi.

            	
              the
      Subscriber is not aware of any advertisement of any of the Securities and
      is not acquiring 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 or television, or any seminar or
      meeting whose attendees have been invited by general solicitation or
      general advertising; and

            


    

     

    
      	
               
      

            	
              xxii.

            	
              no
      person has made to the Subscriber any written or oral
      representations:

            


    

     

    
      	
               
      

            	
              that
      any person will resell or repurchase any of the
  Securities,

            


    

     

    
      	
               
      

            	
              that
      any person will refund the purchase price of any of the
      Securities,

            


    

     

    
      	
               
      

            	
              as
      to the future price or value of any of the Securities,
  or

            


    

     

    
      	
               
      

            	
              that
      any of the Securities will be listed and posted for trading on any stock
      exchange or automated dealer quotation system or that application has been
      made to list and post any of the Securities of the Company on any stock
      exchange or automated dealer quotation system, except that currently the
      Company’s Common Stock is quoted on the Over-The-Counter Bulletin Board
      (“OTCBB”) operated by FINRA.

            


    

     

    
      	
              6.2 

            	
              In
      this Subscription Agreement, the term “U.S. Person” shall have the meaning
      ascribed thereto in Regulation S.

            


    

     

    7.    Representations,
Warranties and Covenants of the Company

     

    7.1           Except
as set forth or incorporated by reference into the reports required to be filed
by the Company during the two years preceding the date hereof (the “SEC
Reports”) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company hereby makes the following representations and warranties to
the Subscriber:

     

    
      	
               
      

            	
              (a)

            	
              Organization, Good Standing and
      Qualification.  The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Nevada and has full corporate power and authority to conduct its
      business as currently conducted.  The Company is duly qualified
      to do business as a foreign corporation and is in good standing in all
      jurisdictions in which the character of the property owned or leased or
      the nature of the business transacted by it makes qualification necessary,
      except where any failure to be so qualified would not, individually or in
      the aggregate, have a material adverse effect on (i) the business,
      properties, financial condition or results of operations of the Company or
      (ii) the transactions contemplated hereby or by the agreements and
      instruments to be entered into in connection herewith or therewith or on
      the ability of the Company to perform its obligations hereunder (a
      “Material Adverse Effect”).

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (b)

            	
              Issuance of
      Shares.  The issuance of the Shares has been duly and
      validly authorized by all necessary corporate action and no further action
      is required by the Company or its stockholders in connection
      therewith.  The Shares, when issued and paid for pursuant to
      this Agreement, will be validly issued, fully paid and non-assessable
      shares of Common Stock of the
Company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Authorization;
      Enforceability.  The Company has all corporate right,
      power and authority to enter into this Agreement and to consummate the
      transactions contemplated hereby.  All corporate action on the
      part of the Company necessary for the authorization, execution, delivery
      and performance of this Agreement by the Company has been taken and no
      further action is required by the Company or its stockholders in
      connection therewith.  This Agreement has been (or upon delivery
      will have been) duly executed by the Company and, when delivered in
      accordance with the terms hereof, will constitute the legal, valid and
      binding obligation of the Company, enforceable against the Company in
      accordance with its terms except as limited by (i) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors' rights generally, (ii)
      laws relating to the availability of specific performance, injunctive
      relief or other equitable remedies, and (iii) laws, or public policy
      underlying such laws, relating to indemnification and
      contribution.

            


    

     

    
      Representations
and Warranties will be Relied Upon by the Company

    

     

    The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that such representations and warranties may
be relied upon by the Company and its legal counsel in determining the
Subscriber’s eligibility to purchase the Securities under applicable securities
legislation.  The Subscriber further agrees that by accepting delivery
of the certificates representing the Shares, it will be representing and
warranting that the representations and warranties contained herein are true and
correct as at the Closing Date with the same force and effect as if they had
been made by the Subscriber on the date of this Subscription Agreement and that
they will survive the purchase by the Subscriber of the Shares and will continue
in full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Securities.

     

    
      	
              7.

            	
              Resale
      Restrictions

            


    

     

    The
Subscriber acknowledges that the Shares are not transferable and that any resale
of any of the other Securities will be subject to resale restrictions contained
in the securities legislation applicable to each Subscriber or proposed
transferee.  The Subscriber acknowledges that the Securities have not
been registered under the Securities Act or the securities laws of any state of
the United States and that none of the Securities may be offered or sold in the
United States unless registered in accordance with United States federal
securities laws and all applicable state securities laws or exemptions from such
registration requirements are available.

     

    A.    The
Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Securities by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 0 above, and, in particular, the Subscriber
acknowledges and agrees that none of the Securities may be offered or sold to a
U.S. Person or for the account or benefit of a U.S. Person (other than a
distributor) prior to the end of the Distribution Compliance
Period.

     

    
      	
              8.

            	
              Acknowledgement
      and Waiver

            


    

     

    The
Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of information available to the Subscriber on the EDGAR
database maintained by the Commission at www.sec.gov.  The
Subscriber hereby waives, to the fullest extent permitted by law, any rights of
withdrawal, rescission or compensation for damages to which the Subscriber might
be entitled in connection with the distribution of the Securities.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              9.

            	
              Legending
      of Subject Securities

            


    

     

    The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form:

     

    
      	
               
      

            	
              “THESE
      SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
      U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (“REGULATION S”)
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”).  ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
      CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
      STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR
      SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
      DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
      ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
      IN ACCORDANCE WITH THE 1933 ACT.”

            


    

     

    A.    The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

     

    
      	
              10.

            	
              Costs

            


    

     

    The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.

     

    
      	
              11.

            	
              Governing
      Law

            


    

     

    This
Subscription Agreement is governed by the laws of the State of New York
applicable to agreements made and to be performed solely within such state
without reference to, or application of, principles of conflicts of
law.

     

    
      	
              12.

            	
              Survival

            


    

     

    This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant
hereto.

     

    
      	
              13.

            	
              Assignment

            


    

     

    This
Subscription Agreement is not transferable or assignable.

     

    
      	
              14.

            	
              Severability

            


    

     

    The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.

     

    
      	
              15.

            	
              Entire
      Agreement

            


    

     

    Except as
expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Securities and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              16.

            	
              Notices

            


    

     

    All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to the Subscriber shall be directed to the
address on the signature page of this Subscription Agreement and notices to the
Company shall be directed to it at Qnective, Inc., c/o Qporter (Schweiz) AG.,
Thurgauerstrasse 54, CH-8050, Zurich, Switzerland, Attention:
President.

     

    
      	
              17.

            	
              Counterparts
      and Electronic Means

            


    

     

    This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument.  Delivery of an
executed copy of this Subscription 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 Subscription
Agreement as of the date hereinafter set forth.

     

    
      	
              18.

            	
              Delivery
      Instructions

            


    

     

    The
Subscriber hereby directs the Company to deliver any certificates representing
the Shares issued pursuant to this Subscription Agreement to:

    MRS. THEA
KUNZ

     

    A.    The
Subscriber hereby directs the Company to cause any certificates representing the
Shares issued pursuant to this Subscription Agreement to be registered on the
books of the Company as follows:

    MRS. THEA
KUNZ

     

    B.    The
undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber’s purchase of the
Securities as may be required for filing with the appropriate securities
commissions and regulatory authorities.

     

    IN WITNESS WHEREOF the
Subscriber has duly executed this Subscription Agreement as of the date of
acceptance by the Company.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      THEA
      KUNZ
      
                                        
      

                                    
	 
      	
                                      (Name
      of Subscriber – Please type or print)

                                    
	 	 
	 
      	
                                      /s/
      Thea Kunz

                                    
	 	 
	 
      	
                                      (Signature
      and, if applicable, Office)

                                    
	 	 
	 
      	
                                      Arlesheim

                                    
	 	 
	 
      	
                                      (Address
      of Subscriber)

                                    
	 	 
	 
      	
                                      CH-4144

                                    
	 	 
	 
      	
                                      (City,
      State or Province, Postal Code of Subscriber)

                                    
	 	 
	 
      	
                                      Switzerland

                                    
	 	 
	 
      	
                                      (Country
      of
Subscriber)

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    ACCEPTANCE

     

    The
above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by Qnective, Inc.

     

     

    DATED at
Zurich, Switzerland as of the    8th     day
of December, 2008.

     

    QNECTIVE,
INC.

    


     

    
      	
              By: 

            	
              /s/ Oswald
      Ortiz

            


    

    Oswald Ortiz

    Chief Executive Officer

     

    
      
         

      

      
        10