Omnicity Corp. - Exhibit 10.18 -  Filed by newsfilecorp.com






10.18 


	 
	PRIVATE PLACEMENT 
	SUBSCRIPTION AGREEMENT
  
	 



 

 

Between: 

OMNICITY CORP

 

And: 

     ____________________

[SUBSCRIBER] 

 

OMNICITY CORP 
720 N. Rangeline Road,
Carmel, Indiana 46032 
__________ 





SIGNATURE PAGE/SUBSCRIBER STATEMENT 

TO THE 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 “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. 

Value of Shares subscribed for and Total Subscription Price
payable: ___Units of Rushville Internet Services, LLC (“Rushville Internet”),
valued at $6,000 each = $_____________.

Pursuant to the Letter Agreement dated May __, 2009 between
Subscriber and Omnicity, Incorporated, the number of Shares subscribed for is
calculated by dividing the Total Subscription Price payable by 90% of the
trading price of the Company on the date the last member of Rushville Internet
delivers his acceptance of the Letter Agreement to the Company.

      
          
Dated at __________, __________, on this _____ day of
May, 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 

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


THE SUBSCRIBER MUST COMPLETE AND SIGN ATTACHMENT “I” AND
CHECK THE APPROPRIATE BOX (ES) SET FORTH IN SECTIONS 4.1 AND 4.2 OF THE
AGREEMENT. 




- 2 - 

IF THE SUBSCRIBER IS A U.S. RESIDENT AND HAS A REPRESENTATIVE,
  THE REPRESENTATIVE MUST COMPLETE AND SIGN ATTACHMENT “II” IMMEDIATELY
  FOLLOWING ATTACHMENT “I”. 

                 
  Acceptance by the Company: 

                 
OMNICITY CORP hereby accepts the above subscription by the Subscriber on this
_____day of May, 2009. 

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






Attachment “I” 

TO THE PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
OF OMNICITY CORP 

SUBSCRIBER’S SUITABILITY QUESTIONNAIRE 

                  In
addition to the covenants, representations and warranties contained in the
“Private Placement Subscription Agreement” of the Company, to which this
Attachment “I” – “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 acquiring “Shares” 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 Shares, to rely on the exemption afforded thereby, the Company may only
sell the Shares 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 Shares,
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 Shares by the Company, but is
merely a request for information. 

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




- 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 acquiring Shares (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.



2.             
 Corporations and other entities (All others please skip to Item 3
below) 

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




- 3 - 

                    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 acquiring
Shares?



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  _________

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







- 4 - 

	 	(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 acquiring Shares 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 acquiring Shares 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 acquiring Shares 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:



2006 $__________; 2007 $__________;
2008 $__________

	 	(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? 

___________________________________________________________

  

___________________________________________________________




- 5 - 

	 	(h) 	
      Does your proposed acquisition of Shares
  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 Shares 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 
_____

	 	(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:







- 6 - 

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 Shares?



Yes  _________         
  No  _________

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



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  _________

	 	
      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. 

	 	  
	 	 
	 	  
	 	   . 






- 7 - 

	 	(2) 	
      You hereby acknowledge that the Representative identified
      above, if any, may receive a sales commission or other compensation in
      connection with your acquisition of Shares (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 acquire the Shares
      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 Shares you acquire and that, in
      any event, you will not be able to resell any Shares acquired 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 acquisition of Shares by you
(or the acquiring 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 

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









Attachment “II” 

TO THE PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
OF OMNICITY CORP 

SUBSCRIBER’S REPRESENTATIVE QUESTIONNAIRE 

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

                  Name
of Subscriber: __________________________________________________. 

                  Instructions: This “Subscriber’s Representative
  Questionnaire” (the “Questionnaire”) is being sent to each potential
  subscriber who has indicated an interest in purchasing “Shares” 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 “Regulation D” promulgated thereunder (the
  “Regulation”). The Regulation requires that, in order for an issuer, such
  as the Company, of securities, such as the Shares, to rely on the exemption
  afforded thereby, the Company may only sell the Shares to “Accredited
  Investors”. Eligibility is determined, among other things, by the ability of the
  Subscriber either alone or with his representative (herein the
  “Representative”) to evaluate the merits and risks of an investment in
  the Shares, 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.


                  Your
answers will at all times be kept strictly confidential. However, by signing
this Questionnaire, the Representative 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 Representative may constitute a violation of law, for which a
claim for damages may be made against the Representative and, if applicable, the
Subscriber. 

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

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

	1. 	Name: 	. 
	  	Age: 	. 
	  	Business Address: 	  
	  	  	. 
	  	Telephone Number: 	. 






- 2 - 

2.             
  Present occupation or position, indicating period of such practice or employment
  and field of professional specialization, if any: 

________________________________________________________________

  _______________________________________________________________.

3.             
  List any business or professional education, including degrees received, if
  any. 

________________________________________________________________

  _______________________________________________________________.

4.             
Have you had prior experience in advising clients with respect to investments of
this type? 

Yes  _________         
  No  _________

5.             
  List any professional licenses or registrations, including bar admissions, accounting
  certifications, real estate brokerage licenses, and SEC or state broker-dealer
  registrations held by you. 

________________________________________________________________

  _______________________________________________________________.

6.             
  Describe generally any business, financial or investment experience that would
  help you to evaluate the merits and risks of this investment. 

________________________________________________________________

  _______________________________________________________________.

7.             
  State how long you have known the Subscriber and in what capacity. 

________________________________________________________________

  _______________________________________________________________.

8.             
Except as set forth in subparagraph (a) below, neither I nor any of my
affiliates have any material relationship with the above-noted Company, its
directors, officers, shareholders or attorneys; no such material relationship
has existed at any time during the previous two years; and no such material
relationship is mutually understood to be contemplated. 

	 	(a) 	
      

	 	 	 
	 		.



	 	(b) 	
      If a material relationship is disclosed in subparagraph
      (a) above, indicate the amount of compensation received as a result of
      such relationship.

	 	 	 
	 	 	 
	 	 	 .


9.             
 In advising the Subscriber in connection with Subscriber’s prospective
investment in the Company, I will be relying in part on the Subscriber’s own
experience in certain areas. 

Yes  _________         
  No  _________




- 3 - 

10.             In
advising the Subscriber in connection with the Subscriber’s prospective
investment in the Company, I will be relying in part on the expertise of an
additional representative or representatives. 

Yes  _________         
  No  _________

               
     If “Yes,” give the name and address of such additional
  representative or representatives. 

________________________________________________________________

  _______________________________________________________________.

                  
I understand that the Company will be relying on the accuracy and completeness
of my responses to the foregoing questions, and I represent and warrant to the
Company as follows: 

	 	(a) 	
      I am acting as Representative for the Subscriber in
      connection with the Subscriber’s prospective investment in the
    Company;

	 	 	 
	 	(b) 	
      the answers to the above questions are complete and
      correct and may be relied upon by the Company in determining whether the
      offering in connection with which I have executed this Questionnaire is
      exempt from registration under the U.S. Act pursuant to the Regulation or
      otherwise;

	 	 	 
	 	(c) 	
      I will notify the Company immediately of any change in
      any statement made herein occurring prior to the closing of any purchase
      by the Subscriber of an interest in the proposed investment;

	 	 	 
	 	(d) 	
      I am not an affiliate, director, officer or other
      employee of the Company or any of its subsidiaries or affiliates or a
      beneficial owner of 10% or more of any class of the equity securities of
      the Company or any of its subsidiaries or affiliates;

	 	 	 
	 	(e) 	
      I have disclosed to the Subscriber in writing, prior to
      the Subscriber’s acknowledgment of me as his/her Representative, any
      material relationship with the Company or its affiliates disclosed in
      answer to Question 8 above; and

	 	 	 
	 	(f) 	
      I personally (or together with the Subscriber or the
      additional representative or representatives indicated above) have such
      knowledge and experience in financial and business matters that I am
      capable of evaluating the merits and risks of the Subscriber’s prospective
      investment in the Company.



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

__________________________________________
Name of
Representative - please print 

__________________________________________
Signature of
Representative 

__________ 








PRIVATE PLACEMENT 

  SUBSCRIPTION
AGREEMENT 

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR UNDER
THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF
THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM
AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

PRIVATE PLACEMENT OFFERING

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


              
    The Company is offering (collectively, the
“Offering”), on a private placement basis, common shares of the Company
(each a “Share”) to eligible investors (each such an investor who
subscribes to this Offering by this document is hereinafter referred to as the
“Subscriber”). The within private placement Offering of Shares by the
Company is not subject to any minimum subscription, and is made only in
connection with the acquisition by Omnicity, Incorporated of the Subscriber’s
interest in Rushville Internet Services, LLC (“Rushville Internet”). The Company
offers, and the Subscriber accepts, the Shares on the terms and conditions as
set forth in this Subscription Agreement (the “Agreement”). 

Article 1 
SUBSCRIPTION FOR
SHARES 


1.1             
Subscription for Shares. 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
acquire the Shares of the Company set forth on the Signature
Page/Subscriber Statement at the beginning of this Agreement, for aggregate
consideration (the “Subscription Price”) as set forth on the Signature
Page/Subscriber Statement at the beginning of this Agreement. 

1.2             
Acceptance of subscription. The Company, upon acceptance by its
Board of Directors (the “Board”) of this Subscription Agreement, agrees
to issue the Shares, as fully paid and non-assessable, and as consideration for
the Subscriber’s subscription. 

1.3             
Other financings. The issuance of the Shares and the terms of this
Offering 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 Offering is being conducted. 

1.4 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 acquiring the Shares on a private basis and
  without infraction of or impedance by his domicile laws due to one or more of
  the following: 




- 2 - 

	 	(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 Shares
      constituting an exempt investment under the laws of the Subscriber’s
      domicile; or

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

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



1.5             
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 Shares 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 Shares shall be made by the
Subscriber by delivering to the Company, at 720 N. Rangeline Road, Carmel,
Indiana 46032 an originally executed and completed copy of this Agreement and
all applicable Appendices hereto together with an executed Letter Agreement
wherein Subscriber sales his/her/its ownership interest in Rushville Internet to
Omnicity, Incorporated in exchange for the Shares. 

2.2.             
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, but 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 incentivize, 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. 




- 3 - 

2.3             
Delivery of Share certificates. The Company, within 90 calendar
days of the Acceptance by its Board of this Subscription Agreement, agrees to
deliver to the Subscriber a Share certificate for the accepted number of Shares
acquired 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 AND COMPANY
ACKNOWLEDGEMENTS AND WARRANTIES 


3.1             
Description of the Shares. The Company is issuing Shares to enable
the acquisition by Omnicity, Incorporated of the Subscribers ownership interest
in Rushville Internet. The Shares are a part of the common shares of the Company
presently authorized. Copies of the constating documents of the Company
describing the common shares and the rights of shareholders are available upon
request. 

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

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

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







- 4 - 

	 	(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 Shares 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) 	
      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;

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

	 	 	 
	 	(c) 	
      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;

	 	 	 
	 	(d) 	
      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;

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

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

	 	 	 
	 	(g) 	
      Principal: the Subscriber is purchasing the Shares
      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
  Shares;







- 5 - 

	 	(h) 	
      Decision to purchase: the decision of the
      Subscriber to enter into this Agreement and to purchase Shares 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 Shares 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 Shares 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 Shares;




	 	(i) 	
      Advertisements: the Subscriber acknowledges that
      the Subscriber has not purchased Shares 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;

	 	 	 
	 	(j) 	
      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 Shares, 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
      Shares;

	 	 	 
	 	(k) 	
      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 Shares;

	 	 	 
	 	(l) 	
      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








- 6 - 

	 	(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;





	 	(m) 	
      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 Shares, 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
    Shares;

	 	 	 
	 	(n) 	
      Speculative investment: the Subscriber understands
      that an investment in the Shares 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;

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

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

	 	 	 
	 	(q) 	
      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
      Shares;

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

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

	 	 	 
	 	(iv) 	
      that any of the Shares 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 Shares for
      trading on any stock exchange, over-the-counter or bulletin board market;
      and




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

	 	 	 
	 	(r) 	
      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 Shares;








- 7 - 

	 	(s) 	
      Resale restrictions: the Subscriber has been
      independently advised as to the applicable hold period imposed in respect
      of the Shares 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 Shares and is aware of the
      risks and other characteristics of the Shares and of the fact that the
      Subscriber may not be able to resell the Shares except in accordance with
      the applicable securities legislation and regulatory policy;

	 	 	 
	 	(t) 	
      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;

	 	 	 
	 	(u) 	
      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 Shares, and such entity has not been formed for the specific purpose
      of acquiring Shares 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;

	 	 	 
	 	(v) 	
      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;

	 	 	 
	 	(w) 	
      Legal and tax consequences: the Subscriber
      acknowledges that an investment in the Shares 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;

	 	 	 
	 	(x) 	
      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 Shares 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;

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








- 8 - 

	 	(z) 	
      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;

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




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

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

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

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

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

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




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

	 	 	 
	 	(iv) 	
      the sale and delivery of the Shares 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 Shares 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;








- 9 - 

	 	(v) 	
      the Company may be required to provide applicable
      securities regulatory authorities with a list setting forth the identities
      of the beneficial purchasers of the Shares 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

	 	 	 
	 	(vi) 	
      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 Shares 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;





	 	
      (ab) 
	
      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 Shares acquired 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 specific product research,
development, production, marketing and commercialization. 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: 




- 10 - 

	 	(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;







- 11 - 

	 	(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 Shares hereunder, beyond the ownership of any
      Shares 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
  Shares 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 Shares which the
  Subscriber will receive, contrary to the Subscriber’s acknowledgements,
  representations or warranties in this Agreement or otherwise; (iii) any suit
  or proceeding based upon the claim that such acknowledgments, representations
  or warranties were inaccurate or misleading or otherwise cause for obtaining
  damages or redress from the Company or its affiliates; and (iv) the Subscriber’s
  failure to fulfill any or all of the Subscriber’s obligations herein. 

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

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

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








- 12 - 

	 	(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 have been duly authorized,
      and when issued and paid for in accordance with this Agreement, will be
      duly and validly issued, fully paid and non-assessable. 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








- 13 - 

	 	(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 Shares, 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 Shares, whose purchase is directed by a sophisticated
      person. 

	 	 	
       

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

	 	 	
       

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

	 	 	
       

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








- 14 - 

	 	[  ]	
      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 Shares; 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 Shares 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 “I” – “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
      Shares. 



                  
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 Shares; 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 Shares 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 “I” –
“Subscriber’s Suitability Questionnaire” which is attached
hereto. 




- 15 - 

4.3             
Subscriber’s reliance on a Representative. If the Subscriber is
relying upon the investment advice of a representative who has advised the
undersigned in connection with this investment (the “Representative”),
the undersigned believes the Representative to be sophisticated and competent in
the area of investment advice and analysis and therefore capable of evaluating
the risks and merits of an investment in the Shares. In this regard, if
applicable, and in order to rely on Regulation D under the U.S. Act, the
Subscriber is being requested to hereby provide the Company with a completed and
executed copy from its Representative of the Attachment “II” – “Subscriber’s
Representative 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 Shares which the Subscriber is
acquiring nor any of the Shares themselves have been registered under any
Applicable Securities Legislation and, furthermore, that the Shares must be held
indefinitely unless subsequently registered under Applicable Securities
Legislation or an exemption from such registration is available. 

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

THE SHARES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 

                  
The Subscriber hereby consents to the Company making a notation on its records
or giving instructions to any transfer agent of the Shares 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: 




- 16 - 

	 	(a) 	
      the Shares 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 Shares 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 Shares 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 Shares 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 Shares 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.



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). 




- 17 - 

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. 




- 18 - 

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 Suitability Questionnaire” and Attachment “II” –
“Subscriber’s Representative 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 inure 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 Shares in accordance with the
terms of this Agreement. 

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

__________ 

End of Private Placement Subscription Agreement

__________