Omnicity Corp. - Exhibit 10.10 - Filed by newsfilecorp.com






10.10 

	 
	$0.35 UNIT PRIVATE
        PLACEMENT 

	SUBSCRIPTION AGREEMENT
        

	 


 

 

Between: 

OMNICITY CORP.

 

 

And: 

THE UNDERSIGNED SUBSCRIBER

 

 

Omnicity Corp. 
720 N. Range Line Road,
Carmel, Indiana, U.S.A., 46032 
__________ 


-- $0.35 Unit Private Placement Subscription
Agreement -- 

-- Omnicity Corp. -- 




SIGNATURE PAGE/SUBSCRIBER STATEMENT 

TO THE $0.35 UNIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
  

  OF OMNICITY CORP. 

                 
  SUBSCRIBER’S STATEMENT – the undersigned
  subscriber (the “Subscriber”) is a sophisticated
  investor, the Subscriber has sought such independent counsel as the Subscriber
  considers necessary and the Subscriber has read the attached “$0.35 Unit
  Private Placement Subscription Agreement” (the “Agreement”)
  carefully and accepts, agrees and acknowledges the representations and
  terms thereof in full and without exception and agrees that such Agreement
  constitutes the entire agreement between Omnicity Corp. (the “Company”)
  and the Subscriber and that there are no collateral representations or
  agreements between the same. 

                 
  The Company is offering (collectively, the “Offering”),
  on a private placement basis, units of the Company (each a “Unit”),
  at a subscription price of U.S. $0.35 per Unit, with each
  Unit consisting of one share of common stock of the Company and one-half of
  one non-transferable common stock share purchase warrant of the Company (each
  a “Warrant”), and with each such whole
  Warrant entitling the Subscriber to purchase one additional common share of
  the Company (each a “Warrant Share”), for the
  period commencing upon the date of issuance of the within Units by the
  Company and ending on the day which is twoe years from
  the date of issuance of the Units, at an exercise price
  of U.S. $0.50 per Warrant Share. The within private
  placement Offering of Units by the Company is not subject to any minimum subscription.
  The Company offers, and the Subscriber accepts, the Units on the terms and conditions
  as set forth in this Agreement. 

Number of Units subscribed for at U.S. $0.35 per Unit:                                                                      
  Units.

Total Subscription Price payable: U.S. $0.35 x number of
Units = U.S.
$                                                  
.. 

Dated at __________,
__________, on this _____ day of __________, 2009. 

________________________________________________________________________________________
Name
of Subscriber - please print 

By:                                                                  Official Capacity or Title
- please
print                                                                   

________________________________________________________________________________________
Signature
of Subscriber 

________________________________________________________________________________________
Please
print name of individual whose signature appears above if different than the
Subscriber 

	Subscriber’s Address: 	 
	 	 
	Subscriber’s Telephone Number: 	 
	Subscriber’s Facsimile Number: 	 




-- $0.35 Unit Private Placement Subscription Agreement
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-- Omnicity Corp. -- 








- 2 - 

	Subscriber’s E-mail address: 	 


IF THE SUBSCRIBER IS NOT A U.S.
RESIDENT, THE SUBSCRIBER MUST COMPLETE AND SIGN ATTACHMENT “I”
IMMEDIATELY FOLLOWING THIS SIGNATURE PAGE/SUBSCRIBER STATEMENT AND COMPLETE THE
MISSING INFORMATION AND CIRCLE THE APPLICABLE CATEGORY(IES) (A) THROUGH (P) AS
SET FORTH IN SECTION 3.4(af)(i) OF THE ATTACHED AGREEMENT. 

IF THE SUBSCRIBER IS A U.S.
RESIDENT, THE SUBSCRIBER MUST COMPLETE AND SIGN EACH OF
ATTACHMENT “I” AND ATTACHMENT “II” IMMEDIATELY FOLLOWING THIS SIGNATURE
PAGE/SUBSCRIBER STATEMENT, COMPLETE THE MISSING INFORMATION AND CIRCLE THE
APPLICABLE CATEGORY(IES) (A) THROUGH (P) AS SET FORTH IN SECTION 3.4(af)(i) AND
CHECK THE APPROPRIATE BOX(ES) SET FORTH IN SECTIONS 4.1 OR 4.2 OF THE ATTACHED
AGREEMENT. 

Acceptance by the Company:
  

                 
  OMNICITY CORP. hereby accepts the above subscription by the Subscriber
  on this _____ day of __________, 2009. 

	The COMMON SEAL of 	) 	  
	OMNICITY CORP., 	) 	  
	the Company herein, 	) 	  
	was hereunto affixed in the presence of: 	) 	(C/S) 
	  	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  


-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




Attachment “I” 

TO THE $0.35 UNIT PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT OF OMNICITY CORP. 

SUBSCRIBER’S CERTIFICATE 

                 
  In addition to the covenants, representations and warranties contained in
  the “$0.35 Unit Private Placement Subscription Agreement” of the Company,
  to which this Attachment “I” – “Subscriber’s
  Certificate” is attached, the undersigned Subscriber covenants,
  represents and warrants to the Company that the Subscriber is purchasing the
  Units as principal, that the Subscriber is resident in the jurisdiction set
  out on the signature page thereof and that the Subscriber: 

	1. 	
      is an “accredited investor”, as defined in
      National Instrument 45-106 – Prospectus and Registration Exemptions
      by virtue of being {please check the appropriate category or
      categories where applicable}:




	[  ]	(a) 	
      a Canadian financial institution, or an authorized
      foreign bank listed in Schedule III of the Bank Act
  (Canada);

	 	 	 
	[  ]	(b) 	
      the Business Development Bank incorporated under the
      Business Development Bank Act (Canada);

	 	 	 
	[  ]	(c) 	
      a subsidiary of a person referred to in paragraphs (a) or
      (b), if the person owns all of the voting shares of the subsidiary, except
      the voting securities required by law to be owned by directors of that
      subsidiary;

	 	 	 
	[  ]	(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);

	 	 	 
	[  ]	(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);

	 	 	 
	[  ]	(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,;

	 	 	 
	[  ]	(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;

	 	 	 
	[  ]	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;

	 	 	 
	[  ]	(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;



-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 2 - 

	[  ]	(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;

	 	 	 
	[  ]	(k) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the two most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar
    year;

	 	 	 
	[  ]	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000;

	 	 	 
	[  ]	(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;

	 	 	 
	[  ]	(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 of National Instrument 45-106 – Prospectus and Registration
      Exemptions [Additional investment in investment funds]; or

	 	 	 
	 	(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 of National Instrument 45-106 –
      Prospectus and Registration Exemptions [Investment fund
      reinvestment];




	[  ]	(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,

	 	 	 
	[  ]	(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;

	 	 	 
	[  ]	(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;




	[  ]	(r) 	
      a registered charity under the Income 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;



-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 3 - 

	[  ]	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;

	 	 	 
	[  ]	(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;

	 	 	 
	[  ]	(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;
      or

	 	 	 
	[  ]	(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.



OR 

	2. 	
      is resident in one of the Provinces of British Columbia,
      Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova
      Scotia, New Brunswick, Newfoundland and Labrador, the Northwest
      Territories or the Yukon and is {please check the appropriate
      category or categories where applicable and complete the missing
      information as appropriate}:




	[  ]	(a) 	
      a director, senior officer or control person of the
      Company, or of an affiliate of the Company; or 

	 	  	
       

	[  ]	(b) 	
      a spouse, parent, grandparent, brother, sister or child
      of _______________________ (insert name), a director, senior
      officer or control person of the Company, or of an affiliate of the
      Company; or 

	 	  	
       

	[  ]	(c) 	
      a close personal friend of _______________________
      (insert name), a director, senior officer or control person of the
      Company, or of an affiliate of the Company; or 

	 	  	
       

	[  ]	(d) 	
      a close business associate of _______________________
      (insert name), a director, senior officer or control person of the
      Company, or of an affiliate of the Company; or 

	 	  	
       

	[  ]	(e) 	
      a founder of the Company; or 

	 	  	
       

	[  ]	(f) 	
      a parent, grandparent, brother, sister, child, spouse,
      close personal friend or close business associate of
      _______________________ (insert name), a founder of the Company; or
      

	 	  	
       

	[  ]	(g) 	
      a person or company that is wholly-owned by, or a
      majority of its board of directors is comprised of, any combination of
      persons or companies described in §(a) to (f) above; or 

	 	  	
       

	[  ]	(h) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in §(a) to (f)
      above. 



 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




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OR 

	3. 	
      is resident in the Province of Ontario and is
      {please check the appropriate category or categories where
      applicable and complete the missing information as
      appropriate}:




	[  ]	(a) 	
      a founder of the Company, or an affiliate of
      _______________________ (insert name), a founder of the Company; or
      

	 	  	
       

	[  ]	(b) 	
      a spouse, parent, brother, sister, grandparent or child
      of _______________________ (insert name), an executive officer,
      director or founder of the Company; or 

	 	  	
       

	[  ]	(c) 	
      a control person of the Company. 



OR 

	4. 	
      as defined in National Instrument 45-106 - Prospectus
      and Registration Exemptions

		
      {please check the category where
      applicable}:




	[  ]	
      an employee, executive officer, director or consultant of
      the Company, of a related entity of the Company or of a permitted assign
      of one of those persons and the purchase of the Units is voluntary.
  



OR 

	5. 	
      {please check the appropriate category or
      categories where applicable}:




	[  ]	(a) 	
      an individual and will have an aggregate acquisition cost
      for the Units of not less than $150,000; or

	 	 	 
	[  ]	(b) 	
      not an individual but is a corporation, partnership,
      trust, fund, association or any other organized group of persons that was
      not created solely, nor used primarily, to permit a group of individuals
      to purchase securities without a prospectus which will have an aggregate
      acquisition cost of purchasing the Units of not less than
  $150,000.



Dated at __________,
__________, on this _____ day of __________, 2009. 

________________________________________________________________________________________
Name
of Subscriber - please print 

By:                                                              Official Capacity or Title
- please
print                                                                      

________________________________________________________________________________________
Signature
of Subscriber 

________________________________________________________________________________________
Please
print name of individual whose signature appears above if different than the
Subscriber 

	Subscriber’s Address: 	 
	 	 


-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 5 - 

	Subscriber’s Telephone Number: 	 
	Subscriber’s Facsimile Number: 	 
	 	 
	Subscriber’s E-mail address: 	 



_________

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 






-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. --





Attachment “II” 

TO THE $0.35 UNIT PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT OF OMNICITY CORP. 

SUBSCRIBER’S SUITABILITY QUESTIONNAIRE 

                    In
addition to the covenants, representations and warranties contained in the
“$0.35 Unit Private Placement Subscription Agreement” of the Company, to which
this Attachment “II” – “Subscriber’s Suitability Questionnaire” is
attached, the undersigned Subscriber covenants, represents and warrants to the
Company as follows. 

                    Name
of Subscriber:                                                                                        . 



                    Instructions: This “Subscriber’s Suitability
Questionnaire” (the “Questionnaire”) is being provided to each potential
subscriber (each a “Subscriber”) who has indicated an interest in
purchasing “Units” in the capital stock of Omnicity Corp., a Nevada
corporation (the “Company”). The purpose of this Questionnaire is, in
part, to allow the Company to have complete information about the Subscriber
and, in addition, to assure the Company that it may rely on, if applicable, the
exemption from the registration requirements under the United States
Securities Act of 1933, as amended (the “U.S. Act”), afforded by
Section 4(2) of the U.S. Act and “Rule 501” and “Rule 506” of “Regulation D”
promulgated thereunder (the “Regulation”). The Regulation requires that,
in order for an issuer, such as the Company, of securities, such as the Units,
to rely on the exemption afforded thereby, the Company may only sell the Units
to “Accredited Investors”. Eligibility is determined, among other things, by the
ability of the Subscriber either alone or with his representative to evaluate
the merits and risks of an investment in the Units, based on his knowledge and
experience in financial and business matters, or by certain financial criteria.

                    If
the answer to any question is “None” or “Not Applicable” please so state. If you
are acting as agent for a corporation, partnership, trust or other entity, any
reference to the term “you” shall mean such corporation, partnership,
trust or other entity. 

                    Your
answers will at all times be kept strictly confidential. However, by signing
this Questionnaire the Subscriber agrees that the Company may present this
Questionnaire to such parties as may be appropriate if called upon to verify the
information provided or to establish the availability of an exemption from
registration of the private placement under the federal or state securities laws
or if the contents are relevant to issue in any action, suit or proceeding to
which the Company is a party or by which it is or may be bound. A false
statement by the Subscriber may constitute a violation of law, for which a claim
for damages may be made against the Subscriber and, if applicable, its
representative. Otherwise, your answers to this Questionnaire will be kept
strictly confidential. 

                    This
Questionnaire does not constitute an offer of Units by the Company, but is
merely a request for information. 

                    Please
  complete the following Questionnaire fully, attaching additional sheets if necessary.


-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 2 - 

1.               
Individuals 

                    Please
complete the following information if you are investing as an individual or
jointly with another individual: 

                    Name:
___________________________________________________________________. 

                    Spouse’s
full name, if jointly held: ______________________________________________. 

                    Date
of birth:______________________________________________________________. 

                    Citizenship:
_______________________________________________________________. 

                    Permanent
home address:
_____________________________________________________

                                       
                             
  _____________________________________________________. 

                    Marital
status: ______________________________________________________________. 

                    Address
for notices: _________________________________________________________ 

                                                          _________________________________________________________.

                    Home
telephone number: ______________________________________________________. 

                    Business
telephone number: ____________________________________________________. 

                    Social
security or tax identification number: ________________________________________.


                    Occupation
or profession: ______________________________________________________. 

                    Are
you purchasing Units for your own account?

                    Yes 
_________          No 
_________

                    If
you are not purchasing Units for your own account, please complete the
following: 

		(a) 	capacity in which you are purchasing Units
      (e.g.,: agent, representative, administrator, trustee, etc.) 
	 	 	 
	 	  	
		(b) 	name, address and home and business telephone
      numbers of person(s) you represent: 
	 	  	  
	 	 	 
	 	  	
		(c) 	Please attach evidence of authority authorizing
      you to represent each person. 


-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 






- 3 - 

2.               
Corporations and other entities 

                    Please
complete the following information if you are investing as a corporation,
partnership, trust or other entity: 

                    Name
and address of entity: _____________________________________________________

                                                                      _____________________________________________________ .

                    State
and year of organization: ___________________________________________________.


                    Employer
identification number: _________________________________________________. 

                    Business
activities: ___________________________________________________________

                                                        ___________________________________________________________.



	 	(a) 	
      Has the corporation, partnership, trust or other entity
      been formed for the specific purpose of purchasing
Units?



Yes 
_________          No 
_________

	 	(b) 	
      Does the corporation, partnership, trust or other entity
      have total assets in excess of $5,000,000?



Yes 
_________          No 
_________

	 	(c) 	
      Has the corporation, partnership, trust or other entity
      been in existence for less than 90 days prior to the date
  hereof?



Yes 
_________          No 
_________

	 	(d) 	
      Indicate the number of shareholders, partners,
      beneficiaries or other holders of beneficial interest of the corporation,
      partnership, trust or other entity:_________ .

	 	 	 
	 	(e) 	
      Does the Subscriber, any relative, spouse or relative of
      the Subscriber who has the same residence as the Subscriber and any trust
      or estate described in question “(f)” immediately hereinbelow collectively
      hold more than 50% of the equity securities (excluding directors’
      qualifying shares) or equity interests of the investing corporation,
      partnership or other entity?



Yes 
_________          No 
_________

	 	(f) 	
      Do the Subscriber and the persons and entities specified
      in question “(e)” immediately hereinabove above collectively hold more
      than 50% of the beneficial interest (excluding contingent interests) of
      the investing trust or estate?



Yes 
_________          No 
_________

-- $0.35 Unit Private Placement Subscription Agreement
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-- Omnicity Corp. -- 




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3.               
All subscribers 

Please answer each of the following
questions: 

For purposes of this Questionnaire the
following definitions shall apply: 

	 	(i) 	
      “income” shall mean adjusted gross income as
      reported for federal tax purposes reduced by (a) any deduction for long
      term capital gain, (b) any deduction for depletion, (c) any exclusion for
      interest and (d) any losses allocated to purchaser as an individual;
      and

	 	 	 
	 	(ii) 	
      “net worth” shall mean the total assets in excess
      of liabilities, as determined in accordance with generally accepted
      accounting principles, except that if any such assets have been
      depreciated, then the amount of the depreciation regarding any particular
      asset may be added to the depreciated cost of that asset to determine
      total assets; provided, however, that the amount of any such depreciation
      may be added only to the extent that the amount resulting after adding
      such depreciation does not exceed the fair market value of that
    asset.




	 	(a) 	
      Is your net worth, excluding the value of your principal
      residence, home furnishings and automobiles, more than
  $200,000?



Yes 
_________          No 
_________

	 	(b) 	
      Is your net worth, jointly with your spouse and inclusive
      of the value of your principal residence, home furnishings and
      automobiles, at least $1,000,000?



Yes 
_________          No 
_________

	 	(c) 	
      If you are purchasing Units as an individual, has your
      income from all sources exceeded $200,000 in each of the two years
      preceding the date you will sign this
Questionnaire?



Yes 
_________          No 
_________

	 	(d) 	
      If you are purchasing Units as an individual, did you and
      your spouse have joint income from all sources exceeding $300,000 in each
      of the two years preceding the date you will sign this
    Questionnaire?



Yes 
_________          No 
_________

	 	(e) 	
      If you are purchasing Units as an individual and have had
      income from all sources of $200,000 for each of the two years preceding
      the date you will sign this Questionnaire, or you and your spouse have had
      joint income of $300,000 for each of the two years preceding the date you
      will sign this Questionnaire, do you reasonably expect your joint income
      from all sources to be equal to or exceed such amounts for the current
      year?



Yes 
_________          No 
_________

	 	(f) 	
      As a non-accredited investor, you have an individual or
      joint income in the prior two years and a projected income for the current
      year as follows:



-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 






- 5 - 

2007 $__________; 2008 $__________;
2009 $__________

	 	(g) 	
      Do you anticipate that your current amount of income will
      change in the foreseeable future?



Yes 
_________          No 
_________

If so, when, why and to what amount
will that income change?: 

________________________________________________________________
_______________________________________________________________.

	 	(h) 	
      Does your proposed purchase of Units
  exceed:



____ 10% of your net worth (excluding
home, furnishings and automobiles)? 

____ 20% of your net worth (excluding
home, furnishings and automobiles)? 

	 	(i) 	
      Do you have a prior close business or personal
      relationship with the Company or any of its officers, directors or
      principal (10% or more) shareholders?



Yes 
_________          No 
_________

If so, when, why and to what amount
will that income change?: 

________________________________________________________________
_______________________________________________________________.

	 	(j) 	
      Are you aware that the proposed offering of Units is
      intended to be a long-term investment?



Yes 
_________          No 
_________

	 	(k) 	
      Please indicate the general, business or professional
      education and degrees received by you (or, if the Subscriber is a
      corporation, partnership, trust or other entity, by the person completing
      this Questionnaire on its behalf).





	School 	Degree 	Year Received 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




	 	(l) 	
      Investment experience:

	 	 	 
	 		
      (i)      Frequency of investment
      in market securities:



Often _____  Occasionally
_____  Seldom _____  Never _____

	 	(ii) 	
      Frequency of investment in commodities
  futures:



Often _____  Occasionally _____ 
  Seldom _____  Never _____



-- $0.35 Unit Private Placement Subscription Agreement
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-- Omnicity Corp. -- 




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	 	(iii) 	
      Frequency of investment in
options:



Often _____  Occasionally
_____  Seldom _____  Never _____

	 	(iv) 	
      Frequency of investment in
options:



Often _____  Occasionally
_____  Seldom _____  Never _____

	 	(v) 	
      Frequency of investment in securities purchased on
      margin:



Often _____  Occasionally
_____  Seldom _____  Never _____

	 	(vi) 	
      Have you purchased securities sold in reliance on the
      private offering exemptions from registration pursuant to the U.S. Act or
      any state laws during the past three years?



Yes 
_________          No 
_________

If you answered “Yes,” please provide
the following information: 


	  	Nature of 	Business 	Total amount 
	Year 	Security 	of issuer 	invested 
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	 
    	 
    	 
                         
                     .





	 	(m) 	
      Please describe your principal business activities (or
      the business activities of the corporation, partnership, trust or entity)
      during the past five years:

	 	 	 
	 		.
	 	 	 
	 	(n) 	
      Have you previously invested in a development stage
      company?



Yes 
_________          No 
_________

	 	(o) 	
      Do you believe you have sufficient knowledge and
      experience in financial and business affairs that you can evaluate the
      merits and risks of a purchase of Units?



Yes 
_________          No 
_________

	 	(p) 	
      Do you believe you have sufficient knowledge of
      investments in general, and investments similar to a purchase of Units in
      particular, to evaluate the risks associated with a purchase of
    Units?



Yes 
_________          No 
_________


	 	(q) 	 	 
	 	 	 
	 	(1) 	
      In evaluating the merits and risks of this investment, do
      you intend to rely upon the advice of a representative (the
      “Representative”)?



Yes 
_________          No 
_________

-- $0.35 Unit Private Placement Subscription Agreement
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-- Omnicity Corp. -- 




- 7 - 

	 		
      If you answered “Yes,” please identify such person and
      indicate his or her business address and telephone number. Any person
      offering such advice must complete and return one copy of the
      “Subscriber’s Representative Questionnaire” which immediately follows this
      Questionnaire.

	 	 	 
	 	 	 
	 	 	 
	 		.
	 	 	 
	 	(2) 	
      You hereby acknowledge that the Representative identified
      above, if any, may receive a sales commission or other compensation in
      connection with your purchase of Units (if permitted by state and federal
      securities laws), and that you have been informed that you will receive
      written notification of such amounts to be paid before acceptance of this
      subscription.




	 	(r) 	
      Will any of the money you will use to purchase the Units
      be borrowed from lenders outside of the United States of
  America?



Yes 
_________          No 
_________

	 	(s) 	
      Do you understand that there will be substantial
      restrictions on your ability to resell any Units you purchase and that, in
      any event, you will not be able to resell any Units purchased unless an
      exemption from registration or qualification is available pursuant to the
      U.S. Act and the securities laws of the various states and other
      appropriate jurisdictions.



Yes 
_________          No 
_________

                   
You hereby acknowledge that the foregoing statements are true and accurate to
the best of your information and belief and that you will promptly notify the
Company of any changes in the foregoing answers. You further acknowledge that
you have requested and hereby authorize the individual named in question (p)
hereinabove, if any, to act as your Representative in connection with the
evaluation of the merits and risks of a prospective purchase of Units by you (or
the purchasing corporation, partnership, trust or other entity) and you have
read and understood the Subscriber’s Representative Questionnaire delivered to
you herewith. 

                   
Dated at __________, __________, on this _____ day of
__________, 2009. 

________________________________________________________________________________________

  Name
of Subscriber - please print 

By:                                                             Official Capacity or
Title - please
print                                                                     

________________________________________________________________________________________
Signature
of Subscriber 

________________________________________________________________________________________
Please
print name of individual whose signature appears above if different than the
Subscriber 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 8 - 

	Subscriber’s Address: 	 
	 	 
	Subscriber’s Telephone Number: 	 
	Subscriber’s Facsimile Number: 	 
	Subscriber’s E-mail address: 	 






$0.35 UNIT PRIVATE
PLACEMENT 
SUBSCRIPTION
AGREEMENT 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED
PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO
SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE
SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN
ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF
DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH
REGISTRATION. THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO
EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE
INSTRUCTIONS. 

(OR) 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED
  STATES SECURITIES ACT OF 1933,
  AS AMENDED (THE “ACT”), OR THE LAWS OF ANY STATE,
  AND ARE BEING ISSUED IN RELIANCE UPON REGULATION S PROMULGATED
  UNDER THE ACT. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
  TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION,
  THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION
  OR COMPLIANCE WITH REGULATION S. THE STOCK TRANSFER AGENT
  HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE
  WITH THE ABOVE INSTRUCTIONS.

(AND, IF APPLICABLE) 

UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION,
  THE HOLDER OF THE SECURITIES REPRESENTED HEREBY SHALL NOT
  TRADE THE SECURITIES IN CANADA BEFORE THE EARLIER OF (I)
  THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE THE
  COMPANY FIRST BECAME A REPORTING ISSUER IN ANY OF ALBERTA,
  BRITISH COLUMBIA, MANITOBA, NOVA SCOTIA, ONTARIO, QUEBEC
  AND SASKATCHEWAN, IF THE COMPANY IS A SEDAR FILER, AND
  (II) THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER
  OF (A) THE DISTRIBUTION DATE, AND (B) THE DATE THE COMPANY
  BECAME A REPORTING ISSUER IN THE LOCAL JURISDICTION OF THE
  SUBSCRIBER OF THE SECURITIES THAT ARE THE SUBJECT OF THE TRADE.

(AND) 

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION,
  THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
  IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION
  12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S.
  OVER-THE-COUNTER MARKET ARE MET.

UNIT PRIVATE PLACEMENT OFFERING

	To: 	OMNICITY CORP. (the
      “Company”), with an address for notice and 
	  	delivery located at 720 N. Range Line Road,
      Carmel, Indiana, U.S.A., 
	  	46032. 


                 
 The Company is offering (collectively, the “Offering”), on a
private placement basis, units of the Company (each a “Unit”) to eligible
investors (each such an investor who subscribes to this Offering by this document is hereinafter
referred to as the “Subscriber”), at a subscription price of U.S.
$0.35 per Unit, with each Unit consisting of one share of common stock of
the Company (each a “Share”) and one-half of one non-transferable common
stock share purchase warrant of the Company (each a “Warrant”). The
within private placement Offering of Units by the Company is not subject to any
minimum subscription. The Company offers, and the Subscriber accepts, the Units
on the terms and conditions as set forth in this subscription agreement (the
“Agreement”). 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 2 - 

Article 1 
SUBSCRIPTION FOR UNITS


1.1              
Subscription for Units. Based upon the hereinafter terms,
conditions, representations, warranties and covenants given by each party to the
other, the Subscriber hereto hereby irrevocably subscribes for and agrees to
purchase the number of Units of the Company set forth on the Signature
Page/Subscriber Statement at the beginning of this Agreement at a subscription
price of U.S. $0.35 per Unit, for aggregate consideration (the
“Subscription Price”) as set forth on the Signature Page/Subscriber
Statement at the beginning of this Agreement. 

1.2              
Acceptance of subscription. The Company, upon acceptance by its
Board of Directors (the “Board”) of all or part of this subscription
Agreement, agrees to issue the accepted number of Units, as fully paid and
non-assessable, and as consideration for the Subscriber’s subscription, and to
refund any excess subscription monies of the Subscription Price of any
non-accepted portion of this subscription Agreement. 

1.3              
Warrants and exercise of Warrants. The Warrants forming part of
the Units will be registered in the name of the Subscriber and will be
non-transferable except in compliance with the United States Securities Act
of 1933, as amended (the “U.S. Act”), and each such whole Warrant
will entitle the Subscriber to purchase one additional common share of the
Company (each a “Warrant Share”), for the period commencing upon the date
of issuance of the within Units by the Board and ending at 5:00 p.m. (Carmel,
Indiana, time) on the day which is two years from the date of issuance of the
within Units (such time period being the “Warrant Exercise Period”
herein), at an exercise price of U.S. $0.50 per Warrant Share during the
Warrant Exercise Period. 

1.4              
Warrant certificates. The terms and conditions which govern the
Warrants will be referred to on the certificates representing the Warrants in
the form attached hereto as Exhibit “A” and will contain, among other things,
anti-dilution provisions and provisions for the appropriate adjustment in the
class, number and price of the Warrant Shares issuable on the exercise of the
Warrants upon the occurrence of certain events including any subdivision,
consolidation or reclassification of the common shares, the payment of stock
dividends and the amalgamation of the Company. 

1.5              
Other financings. The issue and terms of the Warrants will not
restrict or prevent the Company from obtaining any other financing or from
issuing additional securities or rights during the period within which the
Warrants are exercisable. 

1.6              
Replacement Warrant certificates. If the Subscriber exercises any
Warrants the Company will issue to the Subscriber the number of Warrant Shares
equal to the number of Warrants exercised and deliver to the Subscriber a
certificate representing the Warrant Shares. 

1.7 Subscriber’s eligibility
  for subscription. The Subscriber acknowledges and warrants (and has made
  diligent inquiries to so determine or has the sophistication and knowledge to
  know the Subscriber’s status without concern of error), on which the Company
relies, that the Subscriber is purchasing the Units on a
private basis and without infraction of or impedance by his domicile laws due to
one or more of the following: 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 3 - 

	 	(a) 	
      the Subscriber is an eligible and exempt investor under
      the laws of the Subscriber’s domicile by either being a person who
      complies with exemptions from prospectus requirements or is otherwise
      exempt by virtue of the Subscriber’s wealth, income and investment
      knowledge or capacity; or

	 	 	 
	 	(b) 	
      the Subscriber is subscribing for a value in Units
      constituting an exempt investment under the laws of the Subscriber’s
      domicile; or

	 	 	 
	 	(c) 	
      the Subscriber’s domicile laws do not restrict
      investment; and

	 	 	 
	 	(d) 	
      where the Subscriber has completed the appropriate
      portions of this Agreement and its related Appendices and the completion
      of the same, whether signed or not, constitute a true and accurate
      statement by the Subscriber.



                  
For the purposes of this Agreement it is hereby acknowledged and agreed that
“Securities” is hereinafter collectively defined to mean the Units, the
Shares, the Warrants and the Warrant Shares. 

1.8              
Risks of subscription. The Subscriber acknowledges that no party
independent of the Company has made or will make any opinion or representations
on the merits or risks of an investment in any of the Securities unless sought
out by the Subscriber; which the Subscriber is encouraged to do. The Subscriber
is aware that this investment is a speculative and risky investment, the
Subscriber warrants that it could tolerate the full loss of the investment
without significant or material impact on the Subscriber’s financial condition.


Article 2 

  METHOD OF SUBSCRIPTION AND ACCEPTANCE BY THE COMPANY

2.1              
Method of subscription. It is hereby acknowledged and agreed by
the parties hereto that any subscription for Units shall be made by the
Subscriber: 

	 	(a) 	
      by faxing to the Company’s counsel, Lang Michener LLP
      (the “Company’s Counsel”), at (604) 893-2679 or (604) 685-7084, a
      completed and executed copy of this Agreement together with all applicable
      Appendices hereto; and

	 	 	 
	 	(b) 	
      by delivering to the Company, at 720 N. Range Line Road,
      Carmel, Indiana, U.S.A., 46032, or to the Company’s Counsel, at 1500 Royal
      Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E
      4N7, an originally executed and completed copy of this Agreement and all
      applicable Appendices hereto together with payment for the exact
      Subscription Price for such Units by way of bank draft, money order or
      cashier’s cheque made payable to the Company or as directed by the
      Company.



                   In
  this regard, and should the Subscriber’s subscription and/or Subscription
  Price payment be submitted to the Company’s Counsel, in trust or otherwise
  (as above in respect to the wire transfer), then the Subscriber agrees that
  the Company’s Counsel shall have no accountability to the Subscriber whatsoever
  and acknowledges that the Company’s Counsel is merely a recipient for the
  Company and has no obligation of any nature to the Subscriber. Under no circumstances
  shall the Company’s Counsel be considered to be giving legal or other advice
  or services to the Subscriber and no communication between the Subscriber and
  the Company’s Counsel shall be considered advice (at the most only administrative
  subscription assistance on behalf of the Company) but the Subscriber shall rely solely and
exclusively on the Subscriber’s own judgment and the advice of the Subscriber’s
own counsel. 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 4 - 

2.2              
Acceptance of subscription or return of Subscription Price by the
Company. The Subscriber acknowledges that the Company will be accepting
subscriptions for Units on a first come, first serve, basis. As a consequence
the Company, upon acceptance by its Board of all or part of this subscription
Agreement (the “Acceptance”), hereby agrees to issue the accepted number
of Units, as fully paid and non-assessable, and as consideration for the
Subscriber’s subscription, and to promptly refund any excess subscription monies
of the Subscription Price of any non-accepted portion of this subscription
Agreement. In this regard the Subscriber acknowledges that, although Units may
be issued to other subscribers concurrently with the Company’s Acceptance of all
or part of this subscription Agreement, there may be other sales of Units by the
Company, some or all of which may close before or after the Acceptance herein.
The Subscriber further acknowledges that there is a risk that insufficient funds
may be raised by the Company upon the Company’s Acceptance of all or part of
this subscription Agreement to fund the Company’s objectives and that further
closings may not take place after Acceptance herein. 

2.3              
Use of funds before and after Acceptance. The Company
agrees that the Subscription Price will be held by the Company or by the
Company’s Counsel for the benefit of the Subscriber to reserve the Subscriber’s
subscription and, prior to Acceptance, such funds shall not be considered a loan
and shall not bear interest but shall constitute solely a reservation of
subscription. The Subscriber shall not demand return of its Subscription Price
monies unless the Units have not been issued for a period in excess of 90
calendar days from the date of this subscription and such demand may be
fulfilled by Acceptance and delivery of subscribed Units or return of funds at
the Company’s sole and absolute discretion. The Subscriber acknowledges that the
funds to be raised from all Units are to be employed for the business of the
Company in accordance with management’s determination as to the best use of the
same for the Company’s business plans. Notwithstanding any disclosure document
or offering memorandum or prospectus provided concurrent with this subscription,
the Company reserves the right at any time to alter its business plans in
accordance with management’s appreciation of the market for the goods and
services of the Company and the best use of the Company’s funds to advance its
business, whether present or future. 

2.4.              
  Securities issued at different prices and characteristics. The
  Subscriber acknowledges that the Company will issue its securities at different
  prices which may occur sequentially, from time-to-time, or at the same time
  and prices in the future may be lower than now. The Company will also issue
  offerings which have warrants, or other benefits, attached and some offerings
  which do not. Not all subscribers will receive common shares, or other share
  classes, of the Company at the same price and such may be issued at vastly different
  prices to that of the Subscriber. For example, however, without limitation,
  the Company will or may issue securities at nominal prices as ‘founders
  shares’ (which may or will constitute millions of securities, as determined
  solely by the Board) or for developmental assets (which cannot be valued and
  so may be assigned a nominal value on the Company’s books) or for services
  or to attract expertise or management talent or other circumstances considered
  advisable by the Board. Such issuance at different prices are made by the Board
  in its judgment as to typical structuring for a company such as the Company,
  to incentivise, reward and to provide a measure of developmental control, to
  acquire assets or services which the Board considers necessary or advisable
  for the Company’s development and success and other such considerations
  in the Board’s judgment. The Company may or will acquire debt and/or equity
  financings in the future required or advisable, as determined by the Board,
  in the course of the Company’s business development. The Subscriber acknowledges
  these matters, understands that the Subscriber’s investment is not necessarily
  the most advantageous investment in the Company and authorizes the Board now
  and hereafter to use its judgment to make such issuances whether such issuances
are at a lesser, equal or greater price than that of the
Subscriber and whether such is prior to, concurrent with or subsequent to the
Subscriber’s investment herein. 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 5 - 

2.5              
Delivery of Share and Warrant certificates. The Company, promptly
after the Acceptance by its Board of all or part of this subscription Agreement,
agrees to deliver to the Subscriber a Share certificate and a Warrant
certificate for the accepted number of Units purchased by the Subscriber under
this subscription Agreement and registered in the name of the Subscriber. 

Article 3 
INVESTMENT SUBSCRIPTION TERMS,
CORPORATE DISCLOSURE AND 

  GENERAL SUBSCRIBER ACKNOWLEDGEMENTS AND WARRANTIES

3.1              
Description of the Units. The Company is issuing Units at a price
of U.S. $0.35 per Unit. The Shares forming part of the Units, together with the
Warrant Shares which are issuable upon the exercise of the Warrants, are a part
of the common shares of the Company presently authorized. Copies of the
constating documents of the Company describing the common shares and the rights
of shareholders are available upon request. 

3.2              
  Release of liability and indemnity. The Subscriber acknowledges
  and agrees that, in consideration, in part, of the Company’s within Acceptance
  of this subscription, the Subscriber hereby does hereby release, remise and
  forever discharge each of the Company and its respective subsidiaries, directors,
  officers, employees, attorneys, agents, executors, administrators, successors
  and assigns and the Company’s Counsel, of and from all manner of action
  and actions, causes of action, suits, debts, dues, accounts, bonds, covenants,
  contracts, claims, damages and demands, whether known or unknown, suspected
  or unsuspected and whether at law or in equity, which against either of the
  Company and/or any of its respective subsidiaries, directors, officers, employees,
  attorneys, agents, executors, administrators, successors and assigns and the
  Company’s Counsel, the Subscriber ever had, now has, or which any of the
  Subscriber’s respective successors or assigns, or any of them hereafter
  can, shall or may have by reason of any matter arising from the within subscription
  or the use of funds or the operation of the Company (collectively, the “Release”)
  except only for gross negligence or fraud (and such shall constitute only objective
  willful act of objective material wrongdoing). The Subscriber shall hold harmless
  and indemnify the Company from and against, and shall compensate and reimburse
  the same for, any loss, damage, claim, liability, fee (including reasonable
  attorneys’ fees), demand, cost or expense (regardless of whether or not
  such loss, damage, claim, liability, fee, demand, cost or expense relates to
  a third-party claim) that is directly or indirectly suffered or incurred by
  the Company, or to which the Company becomes subject, and that arises directly
  or indirectly from, or relates directly or indirectly to, any inaccuracy in
  or breach of any representation, warranty, covenant or obligation of the Subscriber
  contained in this Agreement. This Release is irrevocable and will not terminate
  in any circumstances.

3.3              
The Subscriber’s understandings and acknowledgments. The
Subscriber hereby acknowledges and agrees that: 

	 	(a) 	
      Further financings: the Company may issue further
      offerings in the future similar to the within Offering which may be at
      higher or lower prices (as determined by the Company in accordance with
      its appreciation of market conditions). The Company may, and will, acquire
      debt and/or equity financings in the future required or advisable in the
      course of the Company’s business development;



-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 






- 6 - 

	 	(b) 	
      Withdrawal or revocation: this Agreement is given
      for valuable consideration and shall not be withdrawn or revoked by the
      Subscriber once tendered to the Company with the Subscription
  Price;

	 	 	 
	 	(c) 	
      Agreement to be bound: the Subscriber hereby
      specifically agrees to be bound by the terms of this Agreement as to all
      particulars hereof and hereby reaffirms the acknowledgments,
      representations and powers as set forth in this Agreement;

	 	 	 
	 	(d) 	
      Reliance on Subscriber’s representations: the
      Subscriber understands that the Company will rely on the acknowledgments,
      representations and covenants of the Subscriber contained herein in
      determining whether a sale of the Units to the Subscriber is in compliance
      with applicable securities laws. The Subscriber warrants that all
      acknowledgments, representations and covenants are true and accurate;
      and

	 	 	 
	 	(e) 	
      Waiver of pre-emptive rights: the Subscriber
      hereby grants, conveys and vests unto the President of the Company, or
      unto such other nominee or nominees of the President of the Company as the
      President of the Company may determine, from time to time, in the
      President’s sole and absolute discretion, as the Subscriber’s power of
      attorney solely for the purpose of waiving any prior or pre- emptive
      rights which the Subscriber may have to further issues of equity by the
      Company under applicable corporate and securities
laws.



3.4              
The Subscriber’s representations and warranties. The Subscriber
hereby represents and warrants that: 

	 	(a) 	
      Not a U.S. Person: if the Subscriber is not a
      resident of the United States, the Subscriber: (i) is not a U.S. Person
      (as defined in Rule 902 of Regulation S (“Regulation S”) under the
      U.S. Act, which definition includes, but is not limited to, any natural
      person resident in the United States, any corporation or partnership
      incorporated or organized under the laws of the United States or any
      estate or trust of which any executor, administrator or trustee is a U.S.
      Person; (ii) is not purchasing any of the Securities for the account or
      benefit of any U.S. Person or for offering, resale or delivery for the
      account or benefit of any U.S. Person or for the account of any person in
      any jurisdiction other than the jurisdiction set out in the name and
      address of the Subscriber set forth hereinbelow; and (iii) was not offered
      any Units in the United States and was outside the United States at the
      time of execution and delivery of this Agreement;

	 	 	 
	 	(b) 	
      No registration and sales under Regulation S: if
      the Subscriber is not a resident of the United States: (i) the Subscriber
      acknowledges that the Securities have not been registered under the U.S.
      Act; (ii) the Subscriber agrees to resell the Securities only in
      accordance with the provisions of Regulation S, pursuant to a registration
      under the U.S. Act or pursuant to an available exemption from such
      registration, and that hedging transactions involving the Securities may
      not be conducted unless in compliance with the U.S. Act; (iii) the
      Subscriber understands that any certificate representing the Securities
      may bear a legend setting forth the foregoing restrictions; and (iv) the
      Subscriber understands that the Securities are restricted within the
      meaning of “Rule 144” promulgated under the U.S. Act; that the
      exemption from registration under Rule 144 will not be available in any
      event for at least one year from the date of purchase and payment of the
      Securities by the Subscriber, and even then will not be available unless
      (i) a public trading market then exists for the common stock of the
      Company, (ii) adequate information concerning the Company is then
      available to the public and (iii) other terms and conditions of Rule 144 are complied
      with; and that any sale of the Securities may be made by the Subscriber
      only in limited amounts in accordance with such terms and
  conditions;



-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 






- 7 - 

	 	(c) 	
      No U.S. beneficial interest: if the Subscriber is
      not a resident of the United States, no U.S. Person, either directly or
      indirectly, has any beneficial interest in any of the Securities acquired
      by the Subscriber hereunder, nor does the Subscriber have any agreement or
      understanding (written or oral) with any U.S. Person
  respecting:





	 	(i) 	
      the transfer or any assignment of any rights or interest
      in any of the Securities;

	 	 	 
	 	(ii) 	
      the division of profits, losses, fees, commissions or any
      financial stake in connection with this subscription; or

	 	 	 
	 	(iii) 	
      the voting of the Securities;




	 	(d) 	
      Experience: the Subscriber has the requisite
      knowledge and experience in financial and business matters for properly
      evaluating the risks of an investment in the Company;

	 	 	 
	 	(e) 	
      Information: the Subscriber has received all
      information regarding the Company reasonably requested by the
      Subscriber;

	 	 	 
	 	(f) 	
      Risk: the Subscriber understands that an
      investment in the Company involves certain risks of which the Subscriber
      has taken full cognizance, and which risks the Subscriber fully
      understands;

	 	 	 
	 	(g) 	
      Adequacy of information: the Subscriber has been
      given the opportunity to ask questions of, and to receive answers from,
      the Company concerning the terms and conditions of the Offering and to
      obtain additional information necessary to verify the accuracy of the
      information contained in the information described in paragraph (e) above,
      or such other information as the Subscriber desired in order to evaluate
      an investment in the Company;

	 	 	 
	 	(h) 	
      Residency: the residence of the Subscriber as set
      forth hereinbelow is the true and correct residence of the Subscriber and
      the Subscriber has no present intention of becoming a resident or
      domiciliary of any other jurisdiction;

	 	 	 
	 	(i) 	
      Independent investigation: in making a decision to
      invest in the Company the Subscriber has relied solely upon independent
      investigations made by the Subscriber;

	 	 	 
	 	(j) 	
      Principal: the Subscriber is purchasing the Units
      as principal for the Subscriber’s own account and not for the benefit of
      any other person, except as otherwise stated herein, and not with a view
      to the resale or distribution of all or any of the Units;

	 	 	 
	 	(k) 	
      Decision to purchase: the decision of the
      Subscriber to enter into this Agreement and to purchase Units pursuant
      hereto has been based only on the representations of this Agreement. It is
      not made on other information relating to the Company and not upon any
      oral representation as to fact or otherwise made by or on behalf of the
      Company or any other person. The Subscriber agrees that the
  Company assumes no responsibility or liability
of any nature whatsoever for the accuracy, adequacy or completeness of any
business plan information which has been created based upon the Company’s
management experience. In particular, and without limiting the generality of the
foregoing, the decision to subscribe for Units has not been influenced by: 



-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 






- 8 - 

	 	(i) 	
      newspaper, magazine or other media articles or reports
      related to the Company or its business;

	 	 	 
	 	(ii) 	
      promotional literature or other materials used by the
      Company for sales or marketing purposes; or

	 	 	 
	 	(iii) 	
      any representations, oral or otherwise, that the Company
      will become a listed company, that any of the Securities will be
      repurchased or have any guaranteed future realizable value or that there
      is any certainty as to the success of the Company or the liquidity or
      value of any of the Securities;




	 	(l) 	
      Advertisements: the Subscriber acknowledges that
      the Subscriber has not purchased Units as a result of any 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;

	 	 	 
	 	(m) 	
      Information not received: the Subscriber has not
      received, nor has the Subscriber requested, nor does the Subscriber have
      any need to receive, any offering memorandum or any other document (other
      than financial statements or any other document the content of which is
      prescribed by statute or regulation) describing the business and affairs
      of the Company which has been prepared for delivery to, and review by,
      prospective subscribers in order to assist them in making an investment
      decision in respect of the Units, and the Subscriber has not become aware
      of any advertisement in printed media of general and regular paid
      circulation, radio or television with respect to the distribution of the
      Units;

	 	 	 
	 	(n) 	
      Information received: the Subscriber has had
      access to such additional information, if any, concerning the Company as
      the Subscriber has considered necessary in connection with the
      Subscriber’s investment decision to acquire the Units;

	 	 	 
	 	(o) 	
      Satisfaction with information received: the
      Subscriber acknowledges that, to the Subscriber’s
  satisfaction:




	 	(i) 	
      the Subscriber has either had access to or has been
      furnished with sufficient information regarding the Company and the terms
      of this investment transaction to the Subscriber’s satisfaction;

	 	 	 
	 	(ii) 	
      the Subscriber has been provided the opportunity to ask
      questions concerning this investment transaction and the terms and
      conditions thereof and all such questions have been answered to the
      Subscriber’s satisfaction; and

	 	 	 
	 	(iii) 	
      the Subscriber has been given ready access to and an
      opportunity to review any information, oral or written, that the
      Subscriber has requested concurrent with or as a part of this
      Agreement;



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- 9 - 

	 	(p) 	
      Economic risk: the Subscriber has such knowledge
      and experience in financial and business affairs as to be capable of
      evaluating the merits and risks of the Subscriber’s investment in and to
      the Securities, and the Subscriber is able to bear the economic risk of a
      total loss of the Subscriber’s investment in and to any of the
      Securities;

	 	 	 
	 	(q) 	
      Speculative investment: the Subscriber understands
      that an investment in the Securities is a speculative investment and that
      there is no guarantee of success of the Company’s management’s plans.
      Management’s plans are an effort to apply present knowledge and experience
      to project a future course of action which is hoped will result in
      financial success employing the Company’s assets and with the present
      level of management’s skills and of those whom the Company will need to
      attract (which cannot be assured). Additionally, all plans are capable of
      being frustrated by new or unrecognized or unappreciated present or future
      circumstances which can typically not be accurately, or at all,
      predicted;

	 	 	 
	 	(r) 	
      Address: the Subscriber is resident as set out on
      the last page of this Agreement as the “Subscriber’s Address”, and the
      address as set forth on the last page of this Agreement is the true and
      correct address of the Subscriber;

	 	 	 
	 	(s) 	
      Risk and resale restriction: the Subscriber is
      aware of the risks and other characteristics of the Securities and of the
      fact that the Subscriber will not be able to resell the Securities except
      in accordance with the applicable securities legislation and regulatory
      policy;

	 	 	 
	 	(t) 	
      Representations as to resale: no person has made
      to the Subscriber any written or oral
representations:




	 	(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 
	 	(ii) 	
      that any person will refund the purchase of any of the
      Securities;

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange, over-the-counter or bulletin board market,
      or that application has been made to list and post any of the Securities
      for trading on any stock exchange, over-the-counter or bulletin board
      market; and




	 		
      the Subscriber will not resell any of the Securities
      except in accordance with the provisions of applicable securities
      legislation and stock exchange, over-the- counter and/or bulletin board
      market rules;

	 	 	 
	 	(u) 	
      Reports and undertakings: if required by
      applicable securities legislation, policy or order or by any securities
      commission, stock exchange or other regulatory authority, the Subscriber
      will execute and otherwise assist the Company in filing such reports,
      undertakings and other documents as may be reasonably required with
      respect to the issue of the Units;

	 	 	 
	 	(v) 	
      Resale restrictions: the Subscriber has been
      independently advised as to the applicable hold period imposed in respect
      of the Securities by securities legislation in the jurisdiction in which
      the Subscriber’s resides and confirms that no representation has been made
      respecting the applicable hold periods for the Securities and is aware of the risks and other
      characteristics of the Securities and of the fact that the Subscriber may
      not be able to resell the Securities except in accordance with the
  applicable securities legislation and regulatory policy; 



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- 10 - 

		(w) 	
      Age of majority: the Subscriber, if an individual,
      has attained the age of majority and is legally competent to execute this
      Agreement and to take all actions required pursuant hereto; 

	 	  	
       

		(x) 	
      Authorization and formation of Subscriber: the
      Subscriber, if a corporation, partnership, trust or other form of business
      entity, is authorized and otherwise duly qualified to purchase and hold
      the Securities, and such entity has not been formed for the specific
      purpose of acquiring Securities in this issue. If the Subscriber is one of
      the aforementioned entities it hereby agrees that, upon request of the
      Company, it will supply the Company with any additional written
      information that may be requested by the Company. In addition, the
      entering into of this Agreement and the transactions contemplated hereby
      will not result in the violation of any of the terms of and provisions of
      any law applicable to, or the constating documents, if a corporation, of,
      the Subscriber or of any agreement, written or oral, to which the
  Subscriber may be a party or by which the Subscriber may be bound;  

	 	  	
       

		(y) 	
      Legal obligation: this Agreement has been duly and
      validly authorized, executed and delivered by and constitutes a legal,
      valid, binding and enforceable obligation of the Subscriber; 

	 	  	
       

		(z) 	
      Legal and tax consequences: the Subscriber
      acknowledges that an investment in the Securities of the Company may have
      tax consequences to the Subscriber under applicable law, which the
      Subscriber is solely responsible for determining, and the Subscriber also
      acknowledges and agrees that the Subscriber is responsible for obtaining
      its own legal and tax advice; 

	 	  	
       

		(aa) 	
      Compliance with applicable laws: the Subscriber
      knows of no reason (and is sufficiently knowledgeable to determine the
      same or has sought legal advice) why the delivery of this Agreement, the
      acceptance of it by the Company and the issuance of the Units to the
      Subscriber will not comply with all applicable laws of the Subscriber’s
      jurisdiction of residence or domicile, and all other applicable laws, and
      the Subscriber has no reason to believe that the Subscriber’s subscription
      hereby will cause the Company to become subject to or required to comply
      with any disclosure, prospectus or reporting requirements or to be subject
      to any civil or regulatory review or proceeding. In addition, the
      Subscriber will comply with all applicable securities laws and will assist
      the Company in all reasonable manner to comply with all applicable
      securities laws; 

	 	  	
       

		(ab) 	
      Encumbrance or transfer of Securities: while the
      Company is a non-reporting company in Canada, the Subscriber will not
      sell, assign, gift, pledge or encumber in any manner whatsoever any of the
      Securities herein subscribed for in Canada without the prior written
      consent of the Company and in accordance with applicable securities
      legislation; 

	 	  	
       

		(ac) 	
      Regulation S: if the Subscriber is not a resident
      of the United States, the Subscriber further represents and warrants that
      the Subscriber was not specifically formed to acquire any of the
      Securities subscribed for in this Agreement in violation of the provisions
      of Regulation S; 



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  -- 

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- 11 - 

	 	(ad) 	
      Finders’ fees: the Subscriber has not retained,
      employed or introduced any broker, finder or other person who would be
      entitled to a brokerage commission or finder’s fee arising out of the
      transactions contemplated hereby; 

	 	  	
       

	 	(ae) 	
      Additional Subscriber acknowledgements: the
      Subscriber also acknowledges (on its own behalf and, if applicable, on
      behalf of those for whom the Subscriber is contracting hereunder) as set
      forth below: 




	 	(i) 	
      it has been furnished with all information, financial and
      otherwise, concerning the business, affairs and financial position of the
      Company necessary to make an informed decision to purchase the Units and
      the Subscriber agrees that such information has not been furnished
      pursuant to any form of written material which is, or may be construed as,
      an offering memorandum as that term is defined in the securities
      legislation of any Province of Canada or any State of the United States,
      the securities legislation in the jurisdictions in which the Company is
      incorporated and conducts business and the securities legislation in the
      jurisdiction in which the Subscriber is resident (collectively, the
      “Applicable Securities Legislation” herein) as such legislation is
      from time to time amended, and the regulations and rules prescribed
      thereto;

	 	 	 	 
	 	(ii) 	
      the issue of the Units will be made pursuant to
      exemptions from the registration and prospectus requirements of the
      Applicable Securities Legislation and therefore:

	 	 	 	 
	 		(A) 	
      the Subscriber may be restricted from using certain of
      the civil remedies available under such legislation and certain
      protections, rights and remedies provided in such legislation, including
      statutory rights of rescission or damages, may not be available to the
      Subscriber;

	 	 	 	 
	 		(B) 	
      the Subscriber may not receive information that might
      otherwise be required to be provided to the Subscriber under such
      legislation;

	 	 	 	 
	 		(C) 	
      the Company may be relieved from certain obligations that
      would otherwise apply under such legislation;

	 	 	 	 
	 		(D) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 	 
	 		(E) 	
      there is no government or other insurance covering the
      Securities; and

	 	 	 	 
	 		(F) 	
      there are risks associated with the purchase of the
      Securities;

	 	 	 	 
	 	(iii) 	
      no prospectus has been filed by the Company with any
      regulatory authority in connection with the issuance of the Securities and
      the Company has already issued or may issue units or shares for
      significantly lesser consideration per unit or share than is being paid by
      the Subscriber for Units hereunder;

	 	 	 	 
	 	(iv) 	
      any Subscription Price monies paid by the Subscriber for
      the Units are not subject to any restrictions pertaining to the use
      thereof by the Company and may be used immediately by the Company upon the
  Company’s Acceptance;



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  -- 

-- Omnicity Corp. -- 






- 12 - 

	 	(v) 	
      this subscription forms part of a larger Offering and is
      subject only to the Company’s Acceptance of this subscription Agreement
      and the Subscription Price therefore;

	 	 	 
	 	(vi) 	
      the sale and delivery of the Units to the Subscriber or
      to any subscriber on whose behalf the Subscriber is contracting is
      conditional upon such sale being exempt from the requirement to file a
      prospectus or to prepare and deliver an offering memorandum under any
      applicable legislation relating to the sale of the Units or upon the
      issuance of such orders, consents or approvals as may be required to
      permit such sale without the requirement of filing a prospectus or
      preparing and delivering an offering memorandum;

	 	 	 
	 	(vii) 	
      the Company may be required to provide applicable
      securities regulatory authorities with a list setting forth the identities
      of the beneficial purchasers of the Units and the Subscriber acknowledges
      and agrees that the Subscriber will provide, on request, particulars as to
      the identity of such beneficial purchasers as may be required by the
      Company in order to comply with the foregoing; and

	 	 	 
	 	(viii) 	
      the Subscriber (or others for whom the Subscriber is
      contracting hereunder) has been advised to consult its own legal advisors
      with respect to the merits and risks of an investment in the Securities
      and with respect to applicable resale restrictions and the Subscriber (or
      others for whom the Subscriber is contracting hereunder) is solely
      responsible, and the Company is not in any way responsible, for compliance
      with applicable resale restrictions;





		
      (af) 
	
      Additional Subscriber representations and warranties
      under Applicable Securities Legislation: if the Subscriber is
      not a resident of the United States, the Subscriber further represents and
      warrants to the Company and acknowledges and agrees that the Company will
      also rely upon the following representations and warranties in determining
      whether or not to accept this subscription under all Applicable Securities
      Legislation: 




	 	(i) 	
      the Subscriber is purchasing the Units as principal for
      its own account, not for the benefit of any other person and not with a
      view to the resale or distribution of all or any of the Units and, by
      signing and returning the attached Attachment “I” – “Subscriber’s
      Certificate”, certifies that it

	 	 	 
	 		
      {please circle at least one of the following
      categories and complete the missing information as
      appropriate}:




	 	(A) 	
      is resident in one of the Provinces of British Columbia,
      Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova
      Scotia, New Brunswick, Newfoundland and Labrador, the Northwest
      Territories or the Yukon and is a director, senior officer or control
      person of the Company, or of an affiliate of the Company; or

	 	 	 
	 	(B) 	
      is resident in one of the Provinces of British Columbia,
      Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island,
  Nova Scotia, New Brunswick, Newfoundland and Labrador, the
      Northwest Territories or the Yukon and is a spouse, parent, grandparent,
      brother, sister or child of {insert name}, a director, senior
      officer or control person of the Company, or of an affiliate of the
  Company; or



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  -- 

-- Omnicity Corp. -- 






- 13 - 

	 	(C) 	
      is resident in one of the Provinces of British Columbia,
      Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova
      Scotia, New Brunswick, Newfoundland and Labrador, the Northwest
      Territories or the Yukon and is a close personal friend of {insert
      name}, a director, senior officer or control person of the Company, or
      of an affiliate of the Company; or

	 	 	 
	 	(D) 	
      is resident in one of the Provinces of British Columbia,
      Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova
      Scotia, New Brunswick, Newfoundland and Labrador, the Northwest
      Territories or the Yukon and is a close business associate of {insert
      name}, a director, senior officer or control person of the Company, or
      of an affiliate of the Company; or

	 	 	 
	 	(E) 	
      is resident in one of the Provinces of British Columbia,
      Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova
      Scotia, New Brunswick, Newfoundland and Labrador, the Northwest
      Territories or the Yukon and is a founder of the Company; or

	 	 	 
	 	(F) 	
      is resident in one of the Provinces of British Columbia,
      Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova
      Scotia, New Brunswick, Newfoundland and Labrador, the Northwest
      Territories or the Yukon and is a parent, grandparent, brother, sister,
      child, spouse, close personal friend or close business associate of
      {insert name}, a founder of the Company; or

	 	 	 
	 	(G) 	
      is a person or company that is wholly-owned by, or a
      majority of its board of directors is comprised of, any combination of
      persons or companies described in §3.4(af)(i)(A) to §3.4(af)(i)(F)
      hereinabove; or

	 	 	 
	 	(H) 	
      is a trust or estate of which all of the beneficiaries or
      a majority of the trustees are persons or companies described in
      §3.4(af)(i)(A) to §3.4(af)(i)(F) hereinabove; or

	 	 	 
	 	(I) 	
      is resident in the Province of Ontario and is a founder
      of the Company, or an affiliate of {insert name}, a founder of the
      Company; or

	 	 	 
	 	(J) 	
      is resident in the Province of Ontario and is a spouse,
      parent, brother, sister, grandparent or child of {insert name}, an
      executive officer, director or founder of the Company;
or



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  -- 

-- Omnicity Corp. -- 






- 14 - 

	 	(K) 	
      is resident in the Province of Ontario and is a control
      person of the Company; or

	 	 	 
	 	(L) 	
      is an “accredited investor” as defined in National
      Instrument 45- 106 – Prospectus and Registration Exemptions (“NI
      45-106”); or

	 	 	 
	 	(M) 	
      is an individual and will have an aggregate acquisition
      cost for the Units of not less than Cdn. $150,000; or

	 	 	 
	 	(N) 	
      is not an individual but is a corporation, partnership,
      trust, fund, association or any other organized group of persons that was
      not created solely, nor used primarily, to permit a group of individuals
      to purchase securities without a prospectus which will have an aggregate
      acquisition cost of purchasing the Units of not less than Cdn. $150,000;
      or

	 	 	 
	 	(O) 	
      is an employee, executive officer, director or consultant
      as defined in NI 45-106 of the Company, of a related entity of the Company
      or of a permitted assign of one of those persons and the purchase of the
      Units is voluntary; or

	 	 	 
	 	(P) 	
      is resident in an “International Jurisdiction”
      (being a jurisdiction outside of Canada and the United States)
  and:




	 	(I) 	
      the Subscriber is knowledgeable of, or has been
      independently advised as to, the Applicable Securities Legislation of such
      International Jurisdiction which would apply to this Agreement;

	 	 	 
	 	(II) 	
      the Subscriber is purchasing the Units pursuant to an
      applicable exemption from any prospectus, registration or similar
      requirements under the Applicable Securities Legislation of such
      International Jurisdiction, or, if such is not applicable, the Subscriber
      is permitted to purchase the Units under the Applicable Securities
      Legislation of the International Jurisdiction without the need to rely on
      exemptions; and

	 	 	 
	 	(III) 	
      the Applicable Securities Legislation of the
      International Jurisdiction do not require the Company to make any filings
      or seek any approvals of any kind whatsoever from any regulatory authority
      of any kind whatsoever in the International
Jurisdiction;




	 	(ii) 	
      the Subscriber has not relied upon the Company or its
      directors and officers, or the Company’s Counsel or advisors, for
      investment, legal or tax advice, including advice with respect to the hold
      period and resale restrictions imposed upon the Securities by the
      securities legislation in the jurisdiction in which the Subscriber
      resides, and has, if desired, in all cases sought the advice of the
      Subscriber’s own personal investment advisor, legal counsel and tax
      advisors, and the Subscriber is either experienced in or knowledgeable
      with regard to the affairs of the Company or, either alone or with its
      professional advisors, is capable by reason of knowledge and experience in
      financial and business matters in general, and investments in particular, of evaluating the
      merits and risks of an investment in the Securities, and it is able to
      bear the economic risk of an investment in the Securities and can
      otherwise be reasonably assumed to have the capacity to protect its own
  interest in connection with the investment; and



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  -- 

-- Omnicity Corp. -- 






- 15 - 

	 	(iii) 	
      the Subscriber understands and acknowledges that the
      Company is not currently a reporting issuer or reporting company in every
      applicable jurisdiction and as a result the hold period to which the
      Securities are subject may be indefinite in certain jurisdictions in which
      the Securities are issued until the Company becomes a reporting issuer or
      reporting company in such jurisdiction. The Subscriber further understands
      that the certificates representing the Securities will bear a legend
      describing the resale restrictions and the Subscriber agrees to comply
      with such resale restrictions; and





	 	
      (ag) 
	
      Additional Subscriber covenants and agreements:
      the Subscriber further covenants and agrees that the Company will also
      rely upon the following covenants and agreements in determining whether or
      not to accept this subscription under all Applicable Securities
      Legislation: 




	 	(i) 	
      the Subscriber acknowledges and consents to the
      collection and retention by the Company of certain information, including
      personal information, regarding the Subscriber and the Subscriber’s
      subscription, including the Subscriber’s name, address, telephone number
      and e-mail address, the number of Securities purchased and any control
      persons of the Subscriber. The Subscriber acknowledges and agrees that
      this information will be retained on the share register of the Company
      which may be available for inspection by the public. The Subscriber
      further consents and agrees to the release of this information to the
      securities regulatory authorities as required by law and regulatory
      policies; and

	 	 	 
	 	(ii) 	
      the Subscriber agrees that this Agreement will in no way
      restrict the Company from obtaining further funds through the sale of
      equity securities of the Company or otherwise.



3.5              
Company Confidential Information. The Subscriber acknowledges that
the Company is presently engaged in the business of mineral exploration and
development, however, and with proposed acquisition and merger with Omnicity,
Inc., proposes to be engaged in the further business of the build-out and
expansion into full broadband solutions, including a rollup and consolidation of
the United States rural WISP market. The Subscriber recognizes the importance of
protecting the Company’s trade secrets, confidential information and other
proprietary information and related rights acquired through the Company’s
expenditure of time, effort and money. Therefore, in consideration of the
Company permitting the Subscriber to submit this subscription and have access to
Company information and/or Company confidential information otherwise coming to
the Subscriber, the Subscriber agrees to be bound by the following terms and
conditions: 

	 	(a) 	
      Definitions: for all purposes of this Agreement,
      except as otherwise expressly provided or unless the context otherwise
      requires, the following words and phrases shall have the following
      meanings:




	 	(i) 	
      “Confidential Information” includes any of the
      following:



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  -- 

-- Omnicity Corp. -- 






- 16 - 

	 	(A) 	
      any and all versions of the trade names, trade-mark,
      business plans, products, software, all Developments (as defined below)
      and all other matters owned or marketed by the Company;

	 	 	 
	 	(B) 	
      information regarding the Company’s business operation,
      methods and practices, including marketing strategies, product pricing,
      margins and hourly rates for staff and information regarding the financial
      affairs of the Company;

	 	 	 
	 	(C) 	
      the names of the Company’s clients and the names of the
      suppliers to the Company, and the nature of the Company’s relationships
      with these clients and suppliers; and

	 	 	 
	 	(D) 	
      any other trade secret or confidential or proprietary
      information in the possession or control of the
Company;




	 		
      however, Confidential Information does not include
      information which is or becomes generally available to the public without
      the Subscriber’s fault; and

	 	 	 
	 	(ii) 	
      “Developments” include all the following related
      to the products or business of the Company:




	 	(A) 	
      copyright works, software, documentation, data, designs,
      scripts, photographs, music, reports, flowcharts, trade-marks,
      specifications, source codes, product designs or formula and any related
      works, including any enhancements, modifications or additions to the
      products owned, marketed or used by the Company; and

	 	 	 
	 	(B) 	
      inventions, devices, discoveries, concepts, ideas,
      algorithms, formulae, know-how, processes, techniques, systems and
      improvements, whether patentable or not;



developed, created, acquired,
generated or reduced to practice by the Company or any person by or for the
Company, including the Subscriber; 

	 	(b) 	
      Maintaining confidentiality: at all times the
      Subscriber shall keep in strictest confidence and trust the Confidential
      Information. The Subscriber shall take all necessary precautions against
      unauthorized disclosure of the Confidential Information, and, except as
      required by applicable law, judicial process or regulatory investigation,
      the Subscriber shall not, directly or indirectly disclose, allow access
      to, transmit or transfer the Confidential Information to a third party,
      nor shall the Subscriber use, copy or reproduce the Confidential
      Information except as may be reasonably required for the Subscriber with
      the permission of the Company;

	 	 	 
	 	(c) 	
      Return of Confidential Information: at the request
      of the Company the Subscriber shall immediately return to the Company all
      materials, including all copies in whatever form, containing the
      Confidential Information which are in the Subscriber’s possession or under
      the Subscriber’s control; and

	 	 	 
	 	(d) 	
      No rights to Confidential Information: the
      Subscriber acknowledges and agrees that the Subscriber shall not acquire
      any right, title or interest in or to the Confidential Information. Should any interest in the
Confidential Information come into the possession of the Subscriber by any
means, other than specific written transfer by the Company, the Subscriber
hereby assigns and transfers, now and in the future, to the Company, and agrees
that the Company shall be the exclusive owner of, all of the Subscriber’s right,
title and interest to any such throughout the world, including all trade
secrets, patent rights, copyrights and all other intellectual property rights
therein. The Subscriber further agrees to cooperate fully at all times with
respect to signing further documents and doing such acts and other things
required by the Company to confirm such transfer of ownership of rights. The
Subscriber agrees that the obligations in this section shall continue beyond the
issue of any Securities hereunder, beyond the ownership of any Securities
acquired hereunder and beyond the termination of the Subscriber’s employment,
engagement or association with the Company, for a period of five years from the
date that the Subscriber delivers this Agreement to the Company. 



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  -- 

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- 17 - 

3.6              
Reliance on Subscriber’s representations and warranties and
indemnification. The Subscriber understands that the Company
will rely on the representations and warranties of the Subscriber herein in
determining whether a sale of the Units to the Subscriber is in compliance with
federal and applicable state and provincial securities laws. The Subscriber
hereby agrees to indemnify the Company and its affiliates and hold the Company
and its affiliates harmless from and against any and all liability, damage, cost
or expense (including reasonable attorney’s fees) incurred on account of or
arising out of: (i) any inaccuracy in the Subscriber’s acknowledgements,
representations or warranties set forth in this Agreement; (ii) the disposition
of any of the Securities which the Subscriber will receive, contrary to the
Subscriber’s acknowledgements, representations or warranties in this Agreement
or otherwise; (iii) any suit or proceeding based upon the claim that such
acknowledgments, representations or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Company or its
affiliates; and (iv) the Subscriber’s failure to fulfill any or all of the
Subscriber’s obligations herein. 

3.7              
Change in Subscriber’s representations and warranties. All of the
information set forth hereinabove with respect to the Subscriber and including,
without limitation, the acknowledgements, representations and warranties set
forth hereinabove, is correct and complete as of the date hereof and, if there
should be any material change in such information prior to the acceptance of
this subscription Agreement by the Company, the Subscriber will immediately
furnish the revised or corrected information to the Company. 

3.8              
The Company’s representations and warranties. The Company hereby
represents and warrants as follows and hereby acknowledges and agrees that the
Subscriber will rely on the following representations and warranties in
effecting the subscription contemplated hereby: 

	 	(a) 	
      Organization and Qualification of the Company: the
      Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Nevada and has the requisite
      corporate power to own its properties and to carry on its business as now
      being conducted. The Company is duly qualified as a foreign corporation to
      do business and is in good standing in each jurisdiction where the nature
      of the business conducted or property owned by it makes such qualification
      necessary, other than those jurisdictions in which the failure to so
      qualify would not have a material adverse effect on the business,
      operations or condition (financial or otherwise) of the
  Company;



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  -- 

-- Omnicity Corp. -- 






- 18 - 

	 	(b) 	
      Authority: the Company has the requisite corporate
      power and authority to execute and deliver this Agreement and to
      consummate the Offering and the other transactions contemplated hereby.
      The execution and delivery of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby have
      been duly authorized by all necessary action on the party of the Company,
      and no further consent or action is required;

	 	 	 
	 	(c) 	
      Enforceability: this Agreement has been duly
      executed and delivered by the Company and constitutes the valid and
      binding obligations of the Company enforceable against the Company in
      accordance with its terms, subject as to enforceability to general
      principles of equity and to bankruptcy, insolvency, moratorium, and other
      similar laws affecting the enforcement of creditors’ rights
    generally;

	 	 	 
	 	(d) 	
      No Conflicts: the execution, delivery and
      performance of this Agreement by the Company and the consummation of the
      Offering by the Company do not and will not conflict with or violate (i)
      any provision of the Articles of Incorporation or bylaws of the Company,
      as amended, or (ii) any judgment, order, decree, statute, law, ordinance,
      rule or regulation applicable to the Company, except where such conflict
      or violation would not have a material adverse effect on the business,
      operations or condition (financial or otherwise) of the Company. No
      material consent, waiver, approval order or authorization of, or
      registration, declaration or filing with, any court, administrative agency
      or commission or other federal, state, county, local or foreign
      governmental authority, instrumentality, agency or commission or any third
      party, including a party to any material agreement with the Company, is
      required in connection with the execution, delivery and performance of
      this Agreement or the consummation of the Offering by the
  Company;

	 	 	 
	 	(e) 	
      The Shares: The Shares and the Warrant Shares been
      duly authorized, and when issued and paid for in accordance with this
      Agreement and the Warrant, will be duly and validly issued, fully paid and
      non-assessable. The Company has reserved from its duly authorized capital
      stock the number of Warrant Shares issuable upon exercise of the Warrant.
      The Shares have not been issued in violation of, and are not subject to,
      any preemptive or subscription rights;

	 	 	 
	 	(f) 	
      SEC Filings: the Company has filed all reports
      required to be filed by it under the U.S. Act and under the United States
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), including pursuant to Section 13(a) or 15(d) thereof, for the
      18 months preceding the date hereof (collectively, the “SEC
      Reports”) on a timely basis or has received a valid extension of such
      time of filing. At the time they were filed, the SEC Reports complied in
      all material respects with the requirements of the U.S. Act and the
      Exchange Act and the rules and regulations promulgated thereunder. At the
      time when they were filed, none of the SEC Reports contained any untrue
      statement of a material fact or omitted to state any material fact
      required to be stated therein or necessary to make the statements made
      therein in light of the circumstances under which they were made, not
      misleading. The financial statements of the Company contained in the SEC
      Reports comply in all material respects with all applicable accounting
      requirements of the United States Securities and Exchange Commission (the
      “SEC”), were prepared in accordance with generally accepted
      accounting principles, and fairly present in all material respects the
      financial condition of the Company as of the dates thereof. The number and
      type of all authorized, issued and outstanding shares of capital stock of the Company is
  as set forth in the SEC Reports; and



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	 	(g) 	
      Absence of Certain Changes: Since the date of the
      last audited financial statement contained in the SEC Reports, there has
      been no material adverse change and no material adverse development in the
      business, properties, operations, condition (financial or otherwise), or
      results of operations of the Company, except as disclosed in the SEC
      Reports.





	Article 4 
	UNITED STATES DECLARATIONS



4.1              
Subscriber’s declarations as an “Accredited Investor” if resident in
the United States. If applicable and the Subscriber
is a resident of the United States, the undersigned Subscriber also warrants and
certifies that the Subscriber is an “Accredited Investor”, as that term
is defined in “Rule 501” of “Regulation D” promulgated under
Section 4(2) of the U.S. Act, by virtue of the Subscriber’s qualification under
one or more of the following categories {please check the appropriate
category or categories where applicable}: 

	 	[  ]	
      The Subscriber is a natural person whose individual net
      worth, or joint net worth with that person’s spouse, exceeds U.S.
      $1,000,000. 

	 	 	
       

	 	[  ]	
      The Subscriber is a natural person who had an individual
      income in excess of U.S. $200,000 in each of the two most recent years or
      joint income with the Subscriber’s spouse in excess of U.S. $300,000 in
      each of those years and has a reasonable expectation of reaching the same
      income level in the current year. 

	 	 	
       

	 	[  ]	
      The Subscriber is a corporation, organization described
      in section 501(c)(3) of the United States Internal Revenue Code,
      Massachusetts, or similar business trust or partnership, not formed for
      the specific purpose of acquiring the Units, with total assets in excess
      of U.S. $5,000,000. 

	 	 	
       

	 	[  ]	
      The Subscriber is a trust, with total assets in excess of
      U.S. $5,000,000, not formed for the specific purpose of acquiring the
      Units, whose purchase is directed by a sophisticated person. 

	 	 	
       

	 	[  ]	
      The Subscriber is a director or executive officer of the
      Company. 

	 	 	
       

	 	[  ]	
      The Subscriber is a “private business development
      company” as that term is defined in section 202(a)(22) of the United
      States Investment Advisers Act of 1940. 

	 	 	
       

	 	[  ]	
      The Subscriber is either: (a) a “bank” as defined in
      section 3(a)(2) of the U.S. Act, or a “savings and loan association or
      other institution” as defined in section 3(a)(5)(A) of the U.S. Act,
      whether acting in its individual or fiduciary capacity; or (b) a broker or
      dealer registered pursuant to section 15 of the United States
      Securities Exchange Act of 1934; or (c) an “insurance
      company” as defined in section 2(13) of the U.S. Act; or (d) an investment
      company registered under the United States Investment Company
      Act of 1940 or a “business development company” as defined in section
      2(a)(48) of the United States Investment Company Act of 1940; or
      (e) a small business investment company licensed by the United States
      “Small Business Administration” under either of subsections 301(c) or (d)
      of the United States Small Business Investment Act of 1958;
      or (f) a plan established and maintained by a state, its political
      subdivisions, or any agency or instrumentality of a state or its political
      subdivisions, for the benefit of its employees, if such plan has total
      assets in excess of U.S. $5,000,000; or (g) an employee benefit plan within
      the meaning of the United States Employee Retirement Income Security
      Act of 1974, if the investment decision is made by a plan fiduciary as
      defined in section 3(21) of the United States Employee Retirement
      Income Security Act of 1974 which is either a bank, savings and loan
      association, insurance company or registered investment adviser, or if the
      employee benefit plan has total assets in excess of U.S. $5,000,000 or, if
      a self- directed plan, with investment decisions made solely by persons
  that are accredited investors. 



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	 	[  ]	
      The Subscriber is an entity in which all of the equity
      owners are accredited investors under one or more of the categories set
      forth hereinabove. 



                  
In this regard the Subscriber hereby acknowledges and agrees that one of the
requirements of the above-referenced exemption is that the Company and the
persons involved in the offering and sale of the relevant securities; and in
this case the Units; must have reasonable grounds to believe and, in fact,
believe that the Subscriber, whether alone or together with the Subscriber’s
representative, if any, has such knowledge and experience in financial and
business matters that the Subscriber is capable of evaluating the merits and
risks of the prospective investment. As a result, and in order to be assured
that the offer and sale of Units to the Subscriber as an Accredited Investor
will not result in violation of that certain exemption from the registration and
prospectus delivery requirement of the U.S. Act specified by the provisions of
Rule 501 and “Rule 506” of Regulation D promulgated under Section 4(2) of
the U.S. Act, the Subscriber is being requested to hereby provide the Company
with a completed and executed copy of the Attachment “II” – “Subscriber’s
Suitability Questionnaire” which is attached hereto.

4.2              
Subscriber’s declarations as a non-Accredited Investor. If
applicable and the Subscriber is a resident of the United States, the
undersigned Subscriber also warrants and certifies that the Subscriber is not an
Accredited Investor, as that term may be interpreted in accordance with Rule 501
of Regulation D promulgated under Section 4(2) of the of the U.S. Act, however,
the Subscriber also warrants and certifies that the Subscriber satisfies one or
more of the following categories {please check the appropriate category or
categories where applicable}: 

	 	[  ] 	
      The Subscriber has an annual gross income of at least
      U.S. $50,000 and a net worth (exclusive of home, home furnishings and
      automobiles) of at least U.S. $100,000; 

	 	 	
       

	 	[  ]	
      The Subscriber has, irrespective of annual gross income,
      a net worth of U.S. $200,000 (determined with the same exclusions
      specified immediately above); or 

	 	 	
       

	 	[  ]	
      The Subscriber represents and warrants, in the event of
      sales to fiduciary accounts, that such conditions are satisfied by the
      fiduciary, the fiduciary account or the contributor who directly or
      indirectly furnished the funds for the purchase of the Units.
  



                  
  In this regard the Subscriber hereby again acknowledges and agrees that one
  of the requirements of the above-referenced exemption is that the Company and
  the persons involved in the offering and sale of the relevant securities; and
  in this case the Units; must have reasonable grounds to believe and, in fact,
  believe that the Subscriber, whether alone or together with the Subscriber’s
  representative, if any, has such knowledge and experience in financial and business
  matters that the Subscriber is capable of evaluating the merits and risks of
  the prospective investment. As a result, and in order to be assured that the
  offer and sale of Units to the Subscriber as a non-Accredited Investor will
  not result in violation of that certain exemption from the registration and
  prospectus delivery requirement of the U.S. Act specified by the provisions
  of Rules 501 and 506 of Regulation D promulgated under Section 4(2) of the U.S.


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Act, the Subscriber is being requested to hereby provide the
Company with a completed and executed copy of the Attachment “II” –
“Subscriber’s Suitability Questionnaire” which is attached hereto. 

Article 5 

  RESTRICTED SECURITIES AND REGISTRATION

5.1              
No initial registration. The Subscriber acknowledges and
understands that neither the sale of the Units which the Subscriber is acquiring
nor any of the Securities themselves have been registered under any Applicable
Securities Legislation and, furthermore, that the Securities must be held
indefinitely unless subsequently registered under Applicable Securities
Legislation or an exemption from such registration is available. 

5.2              
Legending of the Securities. The Subscriber also acknowledges and
understands that the certificates representing the Securities will be stamped
with the following legend (or substantially equivalent language) restricting
transfer in the following manner: 

“These securities have not been
registered under the United States Securities Act of 1933, as amended, or
the laws of any state, and are being issued pursuant to an exemption from
registration pertaining to such securities and pursuant to a representation by
the security holder named hereon that said securities have been acquired for
purposes of investment and not for purposes of distribution. These securities
may not be offered, sold, transferred, pledged or hypothecated in the absence of
registration, or the availability of an exemption from such registration. The
stock transfer agent has been ordered to effectuate transfers only in accordance
with the above instructions.” 

(or) 

“These securities have not been
registered under the United States Securities Act of 1933, as amended
(the “Act”), or the laws of any state, and are being issued in reliance upon
Regulation S promulgated under the Act. These securities may not be offered,
sold, transferred, pledged or hypothecated in the absence of registration, the
availability of an exemption from such registration or compliance with
Regulation S. The stock transfer agent has been ordered to effectuate transfers
only in accordance with the above instructions. 

(and, if applicable) 

“Unless permitted under applicable
securities legislation, the holder of the securities represented hereby shall
not trade the securities in Canada before the earlier of (i) the date that is
four months and a day after the date the company first became a reporting issuer
in any of Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and
Saskatchewan, if the company is a sedar filer, and (ii) the date that is four
months and a day after the later of (a) the distribution date, and (b) the date
the company became a reporting issuer in the local jurisdiction of the
subscriber of the securities that are the subject of the trade. 

(and) 

“Unless otherwise permitted under
securities legislation, the holder of this security must not trade the security
in or from British Columbia unless the conditions in section 12(2) of BC
Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Market are met.”.


                  
The Subscriber hereby consents to the Company making a notation on its records
or giving instructions to any transfer agent of the Securities in order to
implement the restrictions on transfer set forth and described hereinabove. 

5.3              
  Disposition under Rule 144. The Subscriber also acknowledges and
  understands that: 

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	 	(a) 	
      the Securities are restricted securities within the
      meaning of Rule 144 promulgated under the U.S. Act;

	 	 	 
	 	(b) 	
      the exemption from registration under Rule 144 will not
      be available in any event for at least one year from the date of purchase
      and payment of the Securities by the Subscriber, and even then will not be
      available unless (i) adequate information concerning the Company is then
      available to the public and (ii) other terms and conditions of Rule 144
      are complied with; and

	 	 	 
	 	(c) 	
      any sale of the Securities may be made by the Subscriber
      only in limited amounts in accordance with such terms and
    conditions.



                  
In this regard the Subscriber further acknowledges and understands that, without
in anyway limiting the acknowledgements and understandings as set forth
hereinabove, the Subscriber agrees that the Subscriber shall in no event make
any disposition of all or any portion of the Securities which the Subscriber is
acquiring hereunder unless and until: 

	 	(a) 	
      there is then in effect a “Registration Statement”
      under the U.S. Act covering such proposed disposition and such disposition
      is made in accordance with said Registration Statement; or

	 	 	 
	 	(b) 	
      (i) the Subscriber shall have notified the Company of the
      proposed disposition and shall have furnished the Company with a detailed
      statement of the circumstances surrounding the proposed disposition, (ii)
      the Subscriber shall have furnished the Company with an opinion of the
      Subscriber’s own counsel to the effect that such disposition will not
      require registration of any such Securities under the U.S. Act and (iii)
      such opinion of the Subscriber’s counsel shall have been concurred in by
      counsel for the Company and the Company shall have advised the Subscriber
      of such concurrence.



5.4              
Disposition under BCI 51-509. The Subscriber further acknowledges
and understands that, in accordance with and subject to the provisions of BC
Instrument 51-509 - Issuers Quoted in the U.S. Over-the-Counter Market
promulgated by the British Columbia Securities Commission (“BCI 51-509”),
if the Company is and continues to be an “OTC reporting issuer” as defined under
BCI-509, the first trade by the Subscriber of the Securities distributed to the
Subscriber by the Company under this Agreement is deemed to be a distribution
and shall not be traded unless the following conditions are satisfied: 

	 	(a) 	
      a four-month period has passed from the date that the
      Company distributed the Securities;

	 	 	 
	 	(b) 	
      if the Subscriber is a “control person”, the control
      person has held the Securities for at least six months;

	 	 	 
	 	(c) 	
      the number of Securities that the Subscriber proposes to
      trade, plus the number of securities of the Company of the same class that
      the Subscriber has traded in the preceding 12-month period, does not
      exceed five percent of the Company’s outstanding securities of the same
      class;

	 	 	 
	 	(d) 	
      the Subscriber trades the security through an investment
      dealer;

	 	 	 
	 	(e) 	
      there is no unusual effort made to prepare the market or
      create a demand for the security;



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	 	(f) 	
      no extraordinary commission or other commission is paid
      to a person for the trade;

	 	 	 
	 	(g) 	
      if the Subscriber is an “insider” of the Company, the
      Subscriber reasonably believes that the Company is not in default of
      securities legislation; and

	 	 	 
	 	(h) 	
      the certificate(s) representing the Securities carries a
      legend, or the ownership statement issued under a direct registration
      system or other electronic book entry system relating to the Securities
      bears a legend notation, stating the following:



“Unless otherwise permitted under
securities legislation, the holder of this security must not trade the security
in or from British Columbia unless the conditions in section 12(2) of BC
Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Market are met.”.


                  
The Subscriber further acknowledges and understands that, in accordance with and
subject to the provisions of BCI 51-509, sections 2.3, 2.4, 2.5 and 2.6 of
National Instrument 45-102 – Resale of Securities do not apply to the
trade of a security of the Company distributed under an exemption from the
prospectus requirement. 

5.5              
Registration of the Securities. The Company hereby covenants and
agrees that: 

	 	(a) 	
      within 180 days from the date of Acceptance by the
      Company for any Units subscribed for hereunder, the Company shall use its
      reasonable best efforts to file a Registration Statement under the U.S.
      Act with the SEC covering the proposed registration and disposition of not
      less than fifty percent (50%) of the Securities (including any shares
      issued as a dividend or other distribution with respect to or in exchange
      for or in replacement of the shares issued to the Subscriber hereunder or
      under the Warrant) to be acquired hereunder by the Subscriber;

	 	 	 
	 	(b) 	
      upon the filing of said Registration Statement with the
      SEC, the Company shall use its reasonable best efforts to obtain an
      effective date from the SEC for the Registration Statement (the
      “Effective Date”) within nine months from the initial date of
      Acceptance by the Company for any Units subscribed for
hereunder;

	 	 	 
	 	(c) 	
      upon the receipt by the Company from the SEC of an
      Effective Date for said Registration Statement, the Company shall use its
      reasonable best efforts to maintain the effectiveness of the Registration
      Statement for a period of not less than two years months from the
      Effective Date in order to coincide with the Warrant Exercise Period of
      the Warrants hereunder, including the filing of such amendments and
      supplements to the Registration Statement and the prospectus used in
      connection with such registration statement as may be necessary to comply
      with the provisions of the U.S. Act;

	 	 	 
	 	(d) 	
      if the Company proposes to register or list any of its
      shares of common stock under applicable law in Canada, either for its own
      account or for the account of any other stockholder of the Company, then
      the Company will give written notice thereof to the Subscriber at least 30
      days prior to the commencement of the registration or listing process and
      shall use its commercially reasonable efforts to include the Securities in
      such registration or listing; provided that the Company may exclude the
      Securities from any underwritten public offering in Canada to the extent
      the underwriter of such offering advises the Company in writing that
      marketing factors require a limitation of the amount of securities to be
      underwritten.



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	 	(e) 	
      the Company (i) will keep the Subscriber advised in
      writing as to the initiation of the registration and as to the completion
      thereof, (ii) will give the Subscriber, its underwriters, if any, and
      their respective counsel, the opportunity to participate in the
      preparation of the Registration Statement, each prospectus included
      therein or filed with the SEC, and each amendment thereof or supplement
      thereto, (iii) will give each of them such access to its books and records
      and such opportunities to discuss the business of the Company with its
      officers, its counsel and the independent public accountants who have
      certified its financial statements as shall be necessary, in the opinion
      of the Subscriber’s and such underwriters’ respective counsel, to conduct
      a reasonable due diligence investigation within the meaning of the U.S.
      Act, and (iv) will furnish the Subscriber with a copy of all documents
      filed with and all correspondence from or to the SEC in connection with
      the Registration Statement;

	 	 	 
	 	(f) 	
      the Company will furnish the Subscriber with such number
      of prospectuses and other documents incident thereto, including
      supplements and amendments, as Subscriber may reasonably
request;

	 	 	 
	 	(g) 	
      the Company will list all Securities covered by the
      Registration Statement on any securities exchange or quotation system on
      which the Company’s securities are then listed;

	 	 	 
	 	(h) 	
      the Company shall pay, and shall reimburse the Subscriber
      for paying, any fees and expenses incurred in connection with filing of
      the Registration Statement, registration of the Securities, and obtaining
      the Effective Date, including, without limitation, all registration,
      filing, qualification, printing and accounting fees and all fees and
      disbursements of counsel for the Company and the reasonable fees and
      disbursements of the Subscriber’s counsel (not to exceed $30,000), but not
      any underwriting or brokerage fees or commissions nor any expenses of
      underwriters or brokers; and

	 	 	 
	 	(i) 	
      the Company hereby agrees to indemnify and hold harmless
      the Subscriber, each of its directors, officers and controlling persons,
      if any, each other person who participates as an underwriter in the
      offering or sale of such securities and each other person who controls any
      such underwriter within the meaning of the U.S. Act, against any losses,
      claims, damages or liabilities, joint or several, to which the Subscriber
      or any such person, underwriter or controlling person may become subject
      under the U.S. Act or otherwise, insofar as such losses, claims, damages
      or liabilities (or actions or proceedings, whether commenced or
      threatened, in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in
      the Registration Statement under which such Securities were registered
      under the U.S. Act, any preliminary prospectus, final prospectus or
      summary prospectus contained therein, or any amendment or supplement
      thereto, or any omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading, and the Company will reimburse the Subscriber and each such
      person, underwriter and controlling person for any reasonable legal or any
      other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, liability, action or
      proceeding; provided, however, that the Company shall not be liable in any
      such case to the extent that any such loss, claim, damage, liability (or
      action or proceeding in respect thereof) or expense arises out of or is
      based upon an untrue statement or alleged untrue statement or omission or
      alleged omission made in such registration
statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by the Subscriber
or any other person who participates as an underwriter in the offering or sale
of such securities, in either case, specifically stating that it is for use in
the preparation thereof; and provided, further, that the Company shall not be
liable to any person who participates as an underwriter in the offering or sale
of Securities or any other person, if any, who controls such underwriter within
the meaning of the U.S. Act in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of such person’s failure to send or give a copy of the final
prospectus or supplement to the persons asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Securities to such person if such statement or
omission was corrected in such final prospectus or supplement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Subscriber or any such underwriter or controlling person and
shall survive the transfer of such securities by the Subscriber.



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Article 6 

  GENERAL PROVISIONS

6.1              
Address for delivery. Each notice, demand or other communication
required or permitted to be given under this Agreement shall be in writing and
shall be sent by delivery (electronic or otherwise) or prepaid registered mail
deposited in a post office addressed to the Subscriber or the Company at the
address specified in this Agreement. The date of receipt of such notice, demand
or other communication shall be the date of delivery thereof if delivered, or,
if given by registered mail as aforesaid, shall be deemed conclusively to be the
fifth calendar day after the same shall have been so mailed, except in the case
of interruption of postal services for any reason whatsoever, in which case the
date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee. Either party may at any
time and from time to time notify the other party in writing of a change of
address and the new address to which notice shall be given to it thereafter
until further change. 

6.2              
Severability and construction. Each Article, section, sub-section,
paragraph, sub-paragraph, term and provision of this Agreement, and any portion
thereof, shall be considered severable, and if, for any reason, any portion of
this Agreement is determined to be invalid, contrary to or in conflict with any
applicable present or future law, rule or regulation, that ruling shall not
impair the operation of, or have any other effect upon, such other portions of
this Agreement as may remain otherwise intelligible (all of which shall remain
binding on the parties and continue to be given full force and agreement as of
the date upon which the ruling becomes final). 

6.3              
Gender and number. This Agreement is to be read with all changes
in gender or number as required by the context. 

6.4              
  Governing law. This Agreement shall be governed by and construed
  in accordance with the laws of the State of Nevada, U.S.A., and the federal
  laws of the United States applicable therein. Any dispute regarding matters
  as between the Subscriber and the Company, whether as a subscriber or shareholder
  and whether arising under this Agreement or pursuant to shareholder rights pursuant
  to the constating documents of the Company or applicable law, shall be adjudicated
  in the Courts of the State of Nevada, U.S.A., unless the Company shall permit
  otherwise. 

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6.5              
Representation and costs. It is hereby acknowledged by each of the
parties hereto that the Company’s Counsel acts solely for the Company, and,
correspondingly, that the Subscriber has been required by each of the Company’s
Counsel and the Company to obtain independent legal advice with respect to the
Subscriber’s review and execution of this Agreement. In addition, it is hereby
further acknowledged and agreed by the parties hereto that the Company’s
Counsel, and certain or all of its principal owners or associates, from time to
time, may have both an economic or shareholding interest in and to the Company
and/or a fiduciary duty to the same arising from either a directorship,
officership or similar relationship arising out of the request of the Company
for certain of such persons to act in a similar capacity while acting for the
Company as counsel. Correspondingly, and even where, as a result of this
Agreement, the consent of each party hereto to the role and capacity of the
Company’s Counsel and its principal owners and associates, as the case may be,
is deemed to have been received, where any conflict or perceived conflict may
arise, or be seen to arise, as a result of any such capacity or representation,
each party hereto acknowledges and agrees to, once more, obtain independent
legal advice in respect of any such conflict or perceived conflict and,
consequent thereon, the Company’s Counsel, together with any such principal
owners or associates, as the case may be, shall be at liberty at any time to
resign any such position if it or any party hereto is in any way affected or
uncomfortable with any such capacity or representation. The Company will bear
and pay its and the Subscriber’s costs, legal and otherwise, in connection with
their respective preparation, review and execution of this Agreement and the
preparation, review, filing, and maintenance of effectiveness of the
Registrations Statement (to the extent set forth in Section 5.4) and, in
particular, that the costs involved in the preparation of this Agreement, and
all documentation necessarily incidental thereto, by the Company’s Counsel,
shall be at the cost of the Company. 

6.6              
Survival of representations and warranties. The covenants,
representations and warranties contained herein shall survive the closing of the
transactions contemplated hereby. 

6.7              
Counterparts. This Agreement may be signed by the parties hereto
in as many counterparts as may be necessary, each of which so signed shall be
deemed to be an original, and such counterparts together shall constitute one
and the same instrument and notwithstanding the date of execution will be deemed
to bear the execution date as set forth in this Agreement. This Agreement may
also be executed and exchanged by facsimile and such facsimile copies shall be
valid and enforceable agreements. 

6.8              
Entire Agreement and amendments. This Agreement
constitutes the only agreement between the parties with respect to the subject
matter hereof and shall supersede any and all prior negotiations and
understandings. There are no collateral agreements or understandings hereto and
this Agreement, and the documents contemplated herein, constitutes the totality
of the parties’ agreement. This Agreement may be amended or modified in any
respect by written instrument only. 

6.9              
Corrections. The Subscriber hereby authorizes the
Company to correct any minor errors in, or complete any minor information
missing from, any of this Agreement and each of Attachment “I” –
“Subscriber’s Certificate” and Attachment “II” – “Subscriber’s
Suitability Questionnaire” to this Agreement, which may be required to be
completed and executed by the Subscriber and delivered to the Company in
accordance with the terms and conditions of this Agreement. 

6.10            
  Successors and assigns. The terms and provisions of this Agreement
  shall be binding upon and enure to the benefit of the Subscriber, the Company
  and their respective successors and lawfully permitted assigns; provided that,
  except as herein provided, this Agreement shall not be assignable by any party
  without the written consent of the other.

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 




- 27 - 

Notwithstanding the foregoing proviso, the benefit and
obligations of this Agreement, insofar as they extend to or affect the
Subscriber, shall pass with any sale, assignment or transfer of any of the
Units, the Shares, the Warrants or the Warrant Shares in accordance with the
terms of this Agreement. 

                  
IN WITNESS WHEREOF the parties hereto have hereunto set their
respective hands and seals in the presence of their duly authorized signatories
effective as at the dates as set forth in the Signature Page/Subscriber
Statement at the beginning of this Agreement. 

__________ 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 



 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. -- 





Exhibit “A” 

TO THE $0.35 UNIT PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT OF OMNICITY CORP. 

FORM OF WARRANT CERTIFICATE 

                   Attached
is the form of Warrant certificate which is referred to in section 1.4 of the
“$0.35 Unit Private Placement Subscription Agreement” of the Company to which
this is Exhibit “A”. 

__________ 

End of $0.35 Unit Private Placement Subscription Agreement

__________ 

-- $0.35 Unit Private Placement Subscription Agreement
  -- 

-- Omnicity Corp. --