Omnicity Corp. - Exhibit 10.11 - Filed by newsfilecorp.com






10.11 


	 
	$0.35 UNIT FOR DEBT 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 For Debt Private Placement
Subscription Agreement -- 
-- Omnicity Corp.
-- 




SIGNATURE PAGE/SUBSCRIBER STATEMENT 

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


      
          
SUBSCRIBER’S STATEMENT – the within 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 within and attached “$0.35 Unit For Debt
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”) to eligible creditors of Omnicity, Inc.
(“Omnicty”); and each such creditor who
subscribes to this Offering by this document is hereinafter referred to
as the Subscriber) at a deemed settlement subscription price of U.S.
$0.35 per Unit, with each Unit consisting of
one common share in the capital of the Company (each a
“Share”) and one-half of one non-transferable
share purchase warrant in the capital of the Company (each a
“Warrant”) to acquire an additional common
share of the Company. 

     
            The
undersigned Subscriber is hereby acquiring certain restricted Units in the
capital of the Company under this Offering as a consequence of and in
accordance with the terms and conditions of a certain “Agreement and Plan
of Merger”, dated for reference December 28, 2008, together with any
formal share exchange/merger agreement resulting therefrom (collectively,
the “Acquisition Agreement”), as entered into and to be
entered into among each of the Company, Omnicity and all vendor
shareholders of Omnicity (each a “Vendor” therein
and a Subscriber herein), in consideration of each such Vendor’s anticipated
agreement therein to assign, sell and transfer all of such Vendor’s
respective right, entitlement and interest in and to all of the Vendor’s
common shares which are presently issued and outstanding in the share
capital of the Omnicity; this Agreement being contemplated as a matter for
closing under the Acquisition Agreement; and the certifications,
representations, warranties and understandings contained in this
Agreement being in addition to those certain certifications,
representations, warranties and understandings of the Vendors as
contained under the Acquisition Agreement. 

                 
  As at the date of this subscription by the Subscriber, Omnicity was indebted
  to the Subscriber in the aggregate sum which is set forth hereinbelow
  (collectively, the “Outstanding Debt”)
  and, as a consequence of such Outstanding Debt, and in conjunction with the
  anticipated closing of the Company’s Acquisition Agreement with
  the Vendors (herein and herein the “Closing”),
  the Company has agreed to issue and the Subscriber has agreed to accept an
  aggregate of that number of Units which are set forth hereinbelow, at a deemed
  settlement price of U.S. $0.35 per Unit, in full and complete satisfaction
  of such Outstanding Debt with Omnicity. The within private placement
  Offering of Units by the Company is not subject to any minimum subscription.
  In that respect the Company hereby offers, and the Subscriber hereby accepts,
  the Units in full and complete settlement of the Outstanding Debt with Omnicity
  and on the terms and conditions as set forth in this Agreement and as
  contemplated at Closing under the Acquisition Agreement. 



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 2 - 

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

Total Outstanding Debt being settled: 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: 	 
	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 ATTACHMENT “II”
IMMEDIATELY FOLLOWING ATTACHMENT “I” AND CHECK THE APPROPRIATE BOX(ES) SET FORTH
IN SECTIONS 4.1 AND 4.2 OF THE 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 For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




Attachment “I” 

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


SUBSCRIBER’S CERTIFICATE 

          
       In addition to the covenants,
representations and warranties contained in the “$0.35 Unit For Debt 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 For Debt 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 For Debt 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 For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 4 - 

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 For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 5 - 

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




-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. --  









  -- $0.35 Unit For Debt Private Placement Subscription Agreement
  -- 

  -- Omnicity Corp. --  





Attachment “II” 

TO THE $0.35 UNIT FOR DEBT 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 For Debt 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 For Debt 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 For Debt 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: 

                    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 For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




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 For Debt 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 “Yes,” please describe
  the nature of the relationship: 

________________________________________________________________

  ________________________________________________________________

  _______________________________________________________________.

	 	(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 For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 6 - 

	 	(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 For Debt Private Placement Subscription
  Agreement -- 

  -- 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 For Debt 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 For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






$0.35 UNIT FOR DEBT 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 FOR DEBT 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 creditors of Omnicity, Inc. (“Omnicty”); and each such creditor who subscribes to
this Offering by this document is hereinafter referred to as the
“Subscriber”) at a deemed settlement subscription price of U.S. $0.35
per Unit, with each Unit consisting of one common share in the
capital of the Company (each a “Share”) and one-half of one
non-transferable share purchase warrant in the capital of the Company (each
a “Warrant”) to acquire an additional common share of the Company. 



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 2 - 

                 
The undersigned Subscriber is hereby acquiring certain restricted Units in
the capital of the Company under this Offering as a consequence of and in
accordance with the terms and conditions of a certain “Agreement and Plan of
Merger”, dated for reference December 28, 2008, together with any formal share
exchange/merger agreement resulting therefrom (collectively, the “Acquisition
Agreement”), as entered into and to be entered into among each of the
Company, Omnicity and all vendor shareholders of Omnicity (each a
“Vendor” therein and a Subscriber herein), in consideration of each such
Vendor’s anticipated agreement therein to assign, sell and transfer all of such
Vendor’s respective right, entitlement and interest in and to all of the
Vendor’s common shares which are presently issued and outstanding in the share
capital of the Omnicity; this Agreement being contemplated as a matter for
closing under the Acquisition Agreement; and the certifications,
representations, warranties and understandings contained in this Agreement being
in addition to those certain certifications, representations, warranties and
understandings of the Vendors as contained under the Acquisition Agreement. 

                  As
at the date of the execution of this “$0.35 Unit For Debt Private Placement
Subscription Agreement” (the “Agreement”) by the Subscriber, Omnicity was
indebted to the Subscriber in the aggregate sum which is set forth
hereinabove (collectively, the “Outstanding Debt”) and, as a
consequence of such Outstanding Debt, and in conjunction with the anticipated
closing of the Company’s Acquisition Agreement with the Vendors (herein and
herein the “Closing”), the Company has agreed to issue and the Subscriber
has agreed to accept an aggregate of that number of Units which are set forth
hereinabove, at a deemed settlement price of U.S. $0.35 per Unit, in full and
complete satisfaction of such Outstanding Debt with Omnicity. The within private
placement Offering of Units by the Company is not subject to any minimum
subscription. In that respect the Company hereby offers, and the Subscriber
hereby accepts, the Units in full and complete settlement of the Outstanding
Debt with Omnicity and on the terms and conditions as set forth in this
Agreement and as contemplated at Closing under the Acquisition Agreement. 

Article 1 
SUBSCRIPTION FOR UNITS


1.1             
Subscription for Units and settlement of Outstanding Debt.
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 as set forth on the Signature Page/Subscriber Statement at the beginning
of this subscription Agreement, at the Closing of the Acquisition Agreement, at
a deemed settlement price of U.S. $0.35 per Unit and in consideration of the
settlement by the Subscriber of all of the Outstanding Debt presently due and
owing by Omnicity to the Subscriber at Closing (collectively, the
“Subscription Price” herein) as set forth on the Signature
Page/Subscriber Statement at the beginning of this subscription 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, and only at Closing of the Acquisition Agreement, agrees to issue
  the accepted number of Units, as fully paid and non-assessable, and as consideration
  for the Subscriber’s subscription and for the Subscriber’s within
  acknowledgement of the full and complete settlement of the Outstanding Debt
  with Omnicity (collectively, the “Settlement”). 



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 3 - 

1.3.             
Representations and warranties of the Subscriber respecting
the Outstanding Debt. The Subscriber hereby
acknowledges, represents and warrants to the Company, with the intent that the
Company will rely thereon in entering into this subscription Agreement and in
concluding the transactions contemplated herein, that, to the best of the
knowledge, information and belief of the Subscriber, after having made due
inquiry: 

	 	(a) 	
      Ownership of the Outstanding Debt: the Subscriber
      is the legal and beneficial owner of the Outstanding Debt; and

	 	 	 
	 	(b) 	
      No other interest in the Outstanding Debt: the
      Subscriber has granted no other person any prior right, title or interest
      in and to any of the Outstanding Debt.



1.4             
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. 

1.5             
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. 

1.6             
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. 

1.7             
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. 1.8 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: 

	 	(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





-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 4 - 

	 	(d) 	
      where the Subscriber has completed the appropriate
      portions of this Agreement and its related Attachments 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 each of the
Units, Shares, Warrants and Warrant Shares. 

1.9             
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
and the Subscriber waives all claim or liability of the Company for any loss in
value of this investment. 

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.



                  In
this regard, and should the Subscriber’s subscription be submitted to the
Company’s Counsel, 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.


2.2             
  Acceptance of subscription or reinstatement of the deemed Subscription
  Price Outstanding Debt 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 within Settlement,
  and to reinstate any portion of the Subscription Price Outstanding Debt of any
  non-accepted portion of this subscription Agreement by the Board. 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. 



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 5 - 

2.3.             
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 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. 

2.4             
  Delivery of Share certificates. The Company, within 30 calendar
  days of the Acceptance by its Board of all or part of this subscription Agreement
  in accordance with the Closing of the Acquisition Agreement, agrees to deliver
  to the Subscriber a Share certificate for the accepted number of Shares 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
deemed settlement Subscription 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.



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 6 - 

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

	 	(a) 	
      Further financings: the Company may issue further
      offerings 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;

	 	 	 
	 	(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;

	 	 	 
	 	(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 United States Securities Act of 1933, as amended (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;





-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 7 - 

	 	(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;

	 	 	 
	 	(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;





-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 8 - 

	 	(h) 	
      Residency: the residence of the Subscriber as set
      forth hereinabove 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:





	 	(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;





-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 9 - 

	 	(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;




	 	(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) 	
      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;

	 	 	 
	 	(s) 	
      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





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  Agreement -- 

  -- Omnicity Corp. -- 






- 10 - 

	 	(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;

	 	 	 
	 	(t) 	
      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;

	 	 	 
	 	(u) 	
      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;

	 	 	 
	 	(v) 	
      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;

	 	 	 
	 	(w) 	
      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;

	 	 	 
	 	(x) 	
      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;

	 	 	 
	 	(y) 	
      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;

	 	 	 
	 	(z) 	
      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; 





-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 11 - 

	 	(aa) 	
      Encumbrance or transfer of Securities: the
      Subscriber will not sell, assign, gift, pledge or encumber in any manner
      whatsoever any of the Securities herein subscribed for without the prior
      written consent of the Company and in accordance with applicable
      securities legislation; 

	 	  	
       

	 	(ab) 	
      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; 

	 	  	
       

	 	(ac) 	
      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; 

	 	  	
       

	 	(ad) 	
      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 my 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;





-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 12 - 

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

	 	 	 
	 	(v) 	
      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;

	 	 	 
	 	(vi) 	
      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

	 	 	 
	 	(vii) 	
      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;




	 	
      (ae) 
	
      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}:





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  Agreement -- 

  -- Omnicity Corp. -- 






- 13 - 

	 	(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

	 	 	 
	 	(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(ae)(i)(A) to §3.4(ae)(i)(F)
      hereinabove; or





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  Agreement -- 

  -- Omnicity Corp. -- 






- 14 - 

	 	(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(ae)(i)(A) to §3.4(ae)(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

	 	 	 
	 	(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; 





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  Agreement -- 

  -- Omnicity Corp. -- 






- 15 - 

	 	(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

	 	 	 
	 	(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




	 	
      (af) 
	
      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: 



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 16 - 

	 	(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:




	 	(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;





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  Agreement -- 

  -- Omnicity Corp. -- 






- 17 - 

	 	(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.



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: 



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 18 - 

	 	(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;

	 	 	 
	 	(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





-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 19 - 

	 	(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.






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  Agreement -- 

  -- Omnicity Corp. -- 






- 20 - 

	 	[  ]	
      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. 

	 		
       

	 	[  ]	
      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. 





-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 






- 21 - 

                 
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.
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.” 



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  Agreement -- 

  -- Omnicity Corp. -- 




- 22 - 

(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: 

	 	(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) a public trading market then exists for the common
      stock of the Company; 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;





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  Agreement -- 

  -- Omnicity Corp. -- 






- 23 - 

	 	(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;

	 	 	 
	 	(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;





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  Agreement -- 

  -- Omnicity Corp. -- 






- 24 - 

	 	(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.

	 	 	 
	 	(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.



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. --






- 25 - 

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). 



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  Agreement -- 

  -- Omnicity Corp. -- 




- 26 - 

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. 

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. Each party to this
Agreement will also bear and pay its own costs, legal and otherwise, in
connection with its respective preparation, review and execution of this
Agreement 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. 



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 




- 27 - 

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. The benefit and obligations of
this Agreement, insofar as they extend to or affect the Subscriber, shall pass
with any assignment or transfer of any of the Units 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 For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 



 



-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. -- 





Exhibit “A” 

TO THE $0.35 UNIT FOR DEBT PRIVATE PLACEMENT
SUBSCRIPTION 

  AGREEMENT OF OMNICITY CORP. 

FORM OF WARRANT CERTIFICATE 

                   
      Attached is the form of Warrant certificate which is
  referred to in section 1.5 of the “$0.35 Unit Private Placement Subscription
  Agreement” of the Company to which this is Exhibit “A”. 

__________ 

End of $0.35 Unit For Debt Private Placement Subscription
  Agreement

__________ 

-- $0.35 Unit For Debt Private Placement Subscription
  Agreement -- 

  -- Omnicity Corp. --