Filed by Automated Filing Services Inc. (604) 609-0244 - Cool Can Technologies, Inc. - Exhibit 10.5






 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED
  IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
  PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
  MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
  WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
  THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
   

 SUBSCRIPTION AGREEMENT  

 COOL CAN TECHNOLOGIES, INC. 

 SUBSCRIPTION AGREEMENT made as of this ____ day of
  _______________ , 200__ between COOL CAN TECHNOLOGIES, INC., a Minnesota
  corporation (the "Company") and the undersigned (the "Subscriber"). 


WHEREAS:


 A.                     The
  Company desires to issue up to $550,000 of 10% Convertible Notes (the “Notes”)
  (the "Offering"). Each Note will be on the terms and conditions and in the form
  attached as Schedule A hereto. 

 B.                     The
  Offering will be completed by the Company pursuant to Regulation S of the United
  States Securities Act of 1933 (the “Act”) and exemptions from
  other applicable securities legislation. 

 NOW, THEREFORE, for and in consideration of the premises
  and the mutual covenants hereinafter set forth, the parties hereto do hereby
  agree as follows: 

 1.                     SUBSCRIPTION
  FOR NOTES  

 1.1                    Subject
  to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes
  for and agrees to purchase from the Company, Convertible Notes in the principal
  amount set forth on the signature page hereof. Upon execution, the subscription
  by the Subscriber will be irrevocable. 

 1.2                    The
  purchase price is payable by the Subscriber contemporaneously with the execution
  and delivery of this Subscription Agreement and will be advanced to the Company
  or its legal counsel. The Subscriber acknowledges that if the funds are advanced
  to the Company’s legal counsel, the legal counsel shall be entitled release
  such funds to the 








 -2- 


Company on confirmation by the Company that it will accept the subscription and without any further authorization from the Subscriber.


 1.3                    Upon
  execution by the Company, the Company agrees to sell such amount of Notes to
  the Subscriber for said purchase price subject to the Company's right to sell
  to the Subscriber such lesser amount of Notes as it may, in its sole discretion,
  deem necessary or desirable. 

 2.                     COMPLIANCE
  WITH SECURITIES LAWS  

 2.1                    Any
  acceptance by the Company of the Subscription is conditional upon compliance
  with all securities laws and other applicable laws of the jurisdiction in which
  the Subscriber is resident. Each Subscriber will deliver to the Company all
  other documentation, agreements, representations and requisite government forms
  required by the lawyers for the Company as required to comply with all securities
  laws and other applicable laws of the jurisdiction of the Subscriber. 

 2.2                    The
  Company will not grant any registration or other qualification rights to any
  Subscriber. 

 2.3                    The
  Subscriber agrees to resell the Notes, any shares into which the Notes are convertible
  (the “Conversion Shares”), any shares issued as payment of interest
  on the Notes (the “Interest Shares”) only in accordance with the provisions
  of 1933 Act and other applicable securities legislation. 

 2.4                   
  The Subscriber acknowledges and agrees that all certificates representing the
  Notes, the Conversion Shares and the Interest Shares will be endorsed with the
  following legend in accordance with Regulation S of the Act: 


  
    
       “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
        AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
        ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
        TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
        PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
        AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
        INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
        THE ACT.” 

    

  



 2.5                    The
  Subscriber agrees not to engage in hedging transactions with regard to the Notes,
  the Conversion Shares and the Interest Shares unless in compliance with the
  Act. 






-3-

 2.6                    The
  Subscriber and the Company agree that the Company will refuse to register any
  transfer of the Notes, the Conversion Shares and the Interest Shares not made
  in accordance with the applicable securities legislation and the provisions
  of Regulation S of the Act, pursuant to registration under the Act, or pursuant
  to an available exemption from registration.

 3.                      TERMS
  OF CONVERTIBLE NOTES AND WARRANTS

 3.1                    
  The Subscriber agrees to be bound by all terms and conditions of the Notes.

 4.                      REPRESENTATIONS
  AND WARRANTIES BY SUBSCRIBER

 4.1                    The
  Subscriber represents and warrants to the Company and acknowledges that the
  Company is relying upon the Subscriber’s representations and warranties
  in agreeing to sell the Notes to the Subscriber that: 

	(a)	The Subscriber is not a “U.S.
        Person” as defined by Regulation S of the Act and is not acquiring
        the Notes for the account or benefit of a U.S. Person.

       A “U.S. Person” is defined by Regulation
        S of the Act to be any person who is:

	 	 	 
	 	(1)
	any natural person resident
        in the United States;

	 	 	 
	 	(2)
	any partnership or corporation
        organized or incorporated under the laws of the United States;

	 	 	 
	 	(3)
	any estate of which any
        executor or administrator is a U.S. person;

	 	 	 
	 	(4)
	any trust of which any
        trustee is a U.S. person;

	 	 	 
	 	(5)
	any agency or branch
        of a foreign entity located in the United States;

	 	 	 
	 	(6)
	any non-discretionary
        account or similar account (other than an estate or trust) held by a dealer
        or other fiduciary organized, incorporate, or (if an individual) resident
        in the United States; and

	 	 	 
	 	(7)
	any partnership or corporation
        if:

	 	 	 	 
	 	 	1.
	organized or incorporated under the
        laws of any foreign jurisdiction; and

	 	 	 	 
	 	 	2.
	formed by a U.S. person principally
        for the purpose of investing in securities not registered under the Act,
        unless it is organized or incorporated, and owned, by accredited investors
        [as defined










-4-

	  	 	 	in Section 230.501(a) of the Act]
        who are not natural persons, estates or trusts.

	 	 	 	 
	(b)	The Subscriber recognizes
        that the purchase of Notes involves a high degree of risk in that the
        Company is in the development phase of its business and may require substantial
        funds in addition to the proceeds of this private placement in order to
        carry out its business plan;

	 	 
	(c)	An investment in the Company
        is highly speculative and only investors who can afford the loss of their
        entire investment should consider investing in the Company and the Notes;

	 	 	 	 
	(d)	The Subscriber hereby acknowledges
        that this offering of Notes has not been reviewed by the United States
        Securities and Exchange Commission ("SEC") and that the Notes and Warrants
        are being issued by the Company pursuant to an exemption from registration
        provided by Regulation S of the Act;

	 	 	 	 
	(e)	The Subscriber is acquiring
        the Notes as principal for the Subscriber's own benefit;

	 	 	 	 
	(f)	The Subscriber is acquiring
        the Notes subscribed to hereunder as an investment for Subscriber's own
        account, not as a nominee or agent, and not with a view toward the resale
        or distribution of any part thereof, and Subscriber has no present intention
        of selling, granting any participation in, or otherwise distributing the
        same;

	 	 	 	 
	(g)	The Subscriber does not
        have any contract, undertaking, agreement or arrangement with any person
        to sell, transfer or grant participation to such person, or to any third
        person, with respect to any of the Notes sold hereby;

	 	 	 	 
	(h)	The Subscriber has full
        power and authority to enter into this Agreement which constitutes a valid
        and legally binding obligation, enforceable in accordance with its terms;

	 	 	 	 
	(i)	The Subscriber can bear
        the economic risk of this investment, and was not organized for the purpose
        of acquiring the Notes;

	 	 	 	 
	(j)	The Subscriber has satisfied
        himself or herself as to the full observance of the laws of his or her
        jurisdiction in connection with any invitation to subscribe for the Notes
        and/or any use of this Agreement, including (i) the legal requirements
        within his/her jurisdiction for the purchase of the Notes, (ii) any foreign
        exchange restrictions applicable to such purchase, (iii) any governmental
        or other consents that may need to be obtained, and (iv) the income tax
        and other tax consequences, if any, that may be relevant to the purchase,
        holding, redemption, sale, or transfer of the Notes;











-5- 

	(k)	The Subscriber has such
        knowledge and experience in finance, securities, investments, including
        investment in non-registered securities, and other business matters so
        as to be able to protect its interests in connection with this transaction.

	 	 	 
	5.                      REPRESENTATIONS
        BY BRITISH COLUMBIA RESIDENTS

       5.1                    
        If the Subscriber is a resident of the Province of British Columbia and
        the Subscriber is purchasing Shares having an aggregate acquisition cost
        to the Subscriber of less than $97,000 CDN, the Subscriber represents
        and warrants to the Company, and acknowledges that the Company is relying
        on these representations and warranties to, among other things, ensure
        that it is complying with all of the British Columbia Securities Act (the
        “B.C. Act”) and the Securities Rules promulgated under the B.C.
        Act (the “Securities Rules”), that:

	 	 	 
	 	(1)
	The Subscriber is:

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

	 	 	 
	 	(ii)
	a spouse, parent, grandparent, brother,
        sister, child, close personal friend or close business associate of a
        director, senior officer or control person of the Company or of an affiliate
        of the Company;

	 	 	 
	 	(iii)
	a person or company that is wholly-owned
        by any combination of persons described in subparagraphs (i) and (ii);
        or

	 	 	 
	 	(iv)
	an “Accredited Investor” as
        defined by Subsection 1.1 of the Multilateral Instrument 45-103 and as
        outlined in Schedule B attached to this Subscription Agreement, and has
        completed the Accredited Investor Qualification Form attached as Schedule
        C to this Subscription Agreement.

	 	 	 
	5.2                    
        If the Subscriber is a resident of the Province of British Columbia, the
        Subscriber acknowledges that because this subscription is being made pursuant
        to the exemptions from the prospectus requirements of the B.C. Act and:

	 	 	 
	 	(1)
	the Subscriber is restricted
        from using most of the civil remedies available under the B.C. Act;

	 	 	 
	 	(2)
	the Subscriber may not receive
        information that might otherwise be required to be provided to the Subscriber
        under the B.C. Act if the











-6- 

	  	 	exemptions from the prospectus requirements were
      not being used; and
	 	 	 
	 	(3)	 

      the Company is relieved from certain obligations that
        would otherwise apply under the B.C. Act if the exemptions from the prospectus
        requirements were not being used.

	 	 	 
	5.3                     
        If the Subscriber is a resident of the Province of British Columbia, the
        Shares may not be sold or otherwise disposed of for value in the Province
        of British Columbia, except pursuant to either a prospectus or statutory
        exemption available only in specific and limited circumstances unless
        or until the Company becomes a reporting Issuer in the Province of British
        Columbia, as the case may be, and the common shares are held thereafter
        for the applicable period. Since the Company is not a reporting Issuer
        in British Columbia, the applicable hold period in British Columbia may
        never expire, and if a further statutory exemption may not be relied upon
        and if a discretionary order is not obtained, this could result in a subscriber
        wishing to resell the securities in British Columbia having to hold the
        securities acquired under this offering for an indefinite period of time.

	 
	 
	6.                     
        REPRESENTATIONS BY THE COMPANY

       6.1                   
        The Company represents and warrants to the Subscriber that:

	 	 	 
	 	 	 
	 	(1)
	The Company is a corporation
        duly organized, existing and in good standing under the laws of the State
        of Minnesota and has the corporate power to conduct the business which
        it conducts and proposes to conduct;

	 	 	 
	 	 	 
	 	(2)
	The issuance of the Notes
        and the Warrants comprising the Notes has been duly authorized by all
        required corporate action of the Company;

	 	 	 
	 	 	 
	 	(3)
	Upon the conversion of the
        Convertible Notes or exercise of the Warrants in accordance with their
        terms, the Shares will be duly and validly issued, fully paid and non-assessable
        common shares in the capital of the Company.

	 	 	 
	 
	7.                    
        TERMS OF SUBSCRIPTION

       7.1                  
        Pending acceptance of this subscription by the Company, all funds paid
        hereunder shall be deposited by the Company and immediately available
        to the Company for its corporate purposes. In the event the subscription
        is not accepted, the subscription funds will constitute a non-interest
        bearing demand loan of the Subscriber to the Company.

       7.2                   The
        Subscriber hereby authorizes and directs the Company to deliver the securities
        to be issued to such Subscriber pursuant to this Subscription Agreement
        to the Subscriber’s address indicated herein.












 -7- 

 7.3                   
  The Subscriber acknowledges and agrees that the subscription for the Notes and
  the Company's acceptance of the subscription is not subject to any minimum subscription
  for the Offering. 

 8.                    
    MISCELLANEOUS  

 8.1                   
  Any notice or other communication given hereunder shall be deemed sufficient
  if in writing and sent by registered or certified mail, return receipt requested,
  addressed to the Company, at 311 – 698 Seymour Street, Vancouver, BC, Canada
  V6B 3K6, Attention: Mr. Bruce Leitch, President, and to the Subscriber at his/her
  address indicated on the last page of this Subscription Agreement. Notices shall
  be deemed to have been given on the date of mailing, except notices of change
  of address, which shall be deemed to have been given when received. 

 8.2                   
  Notwithstanding the place where this Subscription Agreement may be executed
  by any of the parties hereto, the parties expressly agree that all the terms
  and provisions hereof shall be construed in accordance with and governed by
  the laws of the State of Nevada. 

 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 








 -8- 

 8.3                   
  The parties agree to execute and deliver all such further documents, agreements
  and instruments and take such other and further action as may be necessary or
  appropriate to carry out the purposes and intent of this Subscription Agreement.



IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year first written above.


	Amount of Notes Subscribed For:	$
	 	 
	 	 
	 	 
	Signature of Subscriber:	 
	 	 
	Name of Subscriber:	 
	 	 
	Address of Subscriber:	 
	 	 
	 	 
	ACCEPTED BY:	 
	 	 
	COOL CAN TECHNOLOGIES, INC.	 
	 	 
	Signature of Authorized Signatory:	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	Position of Authorized Signatory:	 
	 	 
	Date of Acceptance:	 












SCHEDULE A 


	No.	U.S. $


 COOL CAN TECHNOLOGIES, INC.  


(Incorporated under the laws of the State of Minnesota)


 10% CONVERTIBLE NOTE 

  DUE DECEMBER 31, 2005  

 (BEING ONE OF A SERIES OF CONVERTIBLE NOTES
  APPROVED BY RESOLUTION 

  OF THE DIRECTORS OF THE COMPANY DATED DECEMBER 31, 2002, AND SUBJECT TO THE
  TERMS 

  AND CONDITIONS (THE “TERMS”) THEREOF.) 

                     FOR
  VALUE RECEIVED, COOL CAN TECHNOLOGIES, INC. (herein referred to as the “Company”)
  promises to pay to 

 


or any subsequent registered holder hereof (the “Holder”), the principal sum of


 on or prior to December 31, 2005 (the “Maturity Date”),
  and to pay interest on the principal sum outstanding on December 31 of each
  year commencing on December 31, 2002, at the rate of 10% per annum subject to
  adjustment for any part period in accordance with the Terms of this Note. Such
  interest shall be paid in United States currency or common shares in accordance
  with the Terms of this Note, to the person and at the address in whose name
  this Note is registered on the records of the Company regarding registration
  and transfers of the Notes (the “Note Register”) on the business day
  immediately preceding the payment date. The principal of this Note is payable,
  if converted in shares of Common Stock, or if not converted, in such coin or
  currency of the United States of America as at the time of payment is legal
  tender for payment of public and private debts, to the person and at the address
  in whose name this Note is registered on the Note Register on the business day
  immediately preceding the payment date. The forwarding of such payment shall
  constitute a payment hereunder and shall satisfy and discharge the liability
  for principal on this Note to the extent of the sum or Common Shares so paid.


                      THIS
  NOTE is one of a duly authorized issue of Notes of the Company, designated as
  its 10% Convertible Notes due December 31, 2005 (the “Notes”). 


                     THIS
  NOTE is subject to the terms and conditions established by Resolution of the
  Directors of the Company dated December 31, 2002 creating the series of Notes,
  which are incorporated herein by reference, and available for inspection at
  the head office of the Company at 311 – 698 Seymour Street, Vancouver,
  BC, Canada V6B 3K6. 

                     IN
  WITNESS WHEREOF, the Company has caused this instrument to be duly executed
  by an officer thereunto duly authorized. 

COOL CAN TECHNOLOGIES, INC. 
  

   By: _____________________________

           BRUCE LEITCH, President





Page 1 of Schedule A









 TERMS AND CONDITIONS OF 10% CONVERTIBLE NOTES DUE DECEMBER
  31, 2005 APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS OF COOL CAN TECHNOLOGIES,
  INC. DATED DECEMBER 31, 2002 

 Section 1. Note Denominations. The Notes are initially
  issuable in denominations of at least One Thousand ($1,000 U.S.) and integral
  multiples of $1.00 U.S. in excess thereof. Upon conversion of a portion, but
  less than all, of a Note in accordance with the terms hereof, a new note or
  notes may be issued to the Holder in a denomination equal to the exact amount
  of the unconverted portion of the Note. 

 Section 2. Interest Payments. The Company may, at its
  option, elect to pay interest by the issuance of common shares of the Company,
  the number of common shares to be determined by dividing the amount of the interest
  payment by the number which is 70% of the average market price of the Company’s
  common shares for the 10 trading days immediately prior to the interest payment
  date. The amount of interest payable in respect of any Note for any payment
  period shall be reduced proportionately in the event the Note shall not be outstanding
  for the entire payment period as a result of its issuance after December 31,
  2002, or its conversion prior to the end of any payment period. 

 Section 3. Sale, Transfer or Exchange. The Notes and
  any shares of the Company’s common stock issued upon conversion of the
  Notes or as payment of interest on the Notes (the Note Shares”) will not
  be registered under the Securities Act of 1933, as amended, (the "Act") and
  will be issued to the Holder pursuant to Regulation S of the Act on the representations
  of the Holder in favor of the Company. Neither the Notes nor the Note Shares
  may be sold, transferred, pledged or hypothecated in the absence of an effective
  registration statement under the Act relating to such securities or an opinion
  of counsel reasonably satisfactory to the Company that registration is not required
  under the Act. Each certificate for the Notes and the Note Shares shall contain
  a legend on the face thereof, in form and substance satisfactory to counsel
  for the Company, setting forth the restrictions on transfer contained in these
  terms and conditions. By acceptance of any certificate representing the Notes,
  the Holder acknowledges and agrees that:

	 	(1) 	The Holder will only sell the Notes and the Note
        Shares only in accordance with the provisions of Regulation S of the Act,
        pursuant to registration under the Act, or pursuant to an available exemption
        from registration pursuant to the Act; 

	 	 	 
	 	(2) 	The Company will refuse to register any transfer
        of the Notes and the Note Shares not made in accordance with the provisions
        of Regulation S of the Act, pursuant to registration under the Act, or
        pursuant to an available exemption from registration; 

	 	 	 
	 	(3) 	The Holder will not engage in hedging transactions
        except in accordance with the Act; 

	 	 	 
	 	(4) 	The Holder is not entitled to any registration rights
        with respect to the Notes and the Note Shares. 



All certificates representing the Notes and the Note Shares
  will be endorsed with the following legend: 


  
    
       “NEITHER THESE SECURITIES, THE SECURITIES ISSUABLE
        UPON CONVERSION HEREOF OR THE SECURITIES ISSUED AS PAYMENT OF INTEREST
        HEREON HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
        COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR PROVINCE OR UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
        THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED
        OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OR OTHER APPLICABLE
        SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN
        EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. HEDGING TRANSACTIONS INVOLVING
        THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”
      

    

  



 In addition, the Holder will comply with all other applicable
  securities legislation in addition to the Act to which the Holder is subject
  in selling or transferring any Notes or Note Shares and the Company may refuse
  to register any sale or transfer not in compliance with such other securities
  legislation. 

 Any Holder of a Note, by acceptance thereof, agrees to the
  representations, warranties and covenants herein. 

 Prior to due presentment to the Company for transfer of a
  Note, the Company and any agent of the Company may treat the person in whose
  name the Note is duly registered on the Company’s Note Register as the
  owner hereof for the purpose of receiving payment as herein provided and for
  all other purposes, whether or not the Note be overdue, and neither the Company
  nor any such agent shall be affected by notice to the contrary. 

 Section 4. Conversion. The Record Holders of a Note
  shall have conversion rights as follows (the ‘Conversion Rights’):


                     (a)
  Right to Convert; Conversion Price. The record Holder of a Note shall
  be entitled, at any time, at the office of the company, to convert all or any
  portion of the Note held by such Holder into that number of fully-paid and non-assessable
  shares of Common Stock as shall be equal to the Principal Amount to be converted
  divided by (the “Conversion Price”) which shall be the lesser of $0.001
  or 50% of the average trading price of the Company’s common stock for the
  10 trading days immediately preceding the date of conversion. 


Page 2 of Schedule A







                   (b)
  Mechanics of Conversion. In order to convert the Notes into full shares
  of Common Stock, the Holder shall deliver a copy of the fully executed notice
  of conversion in the form on the rear of the certificate evidencing the Note
  (‘Notice of Conversion’) to the Company at the office of the Company
  which notice shall specify the amount of the Note to be converted (together
  with a copy of the first page of each Note to be converted) prior to Midnight,
  Pacific time (the ‘Conversion Notice Deadline’) on the date of Conversion
  specified on the Notice of Conversion and (ii) surrender the original Note(s);
  provided, however, that the Company shall not be obligated to issue certificates
  evidencing the shares of Common Stock issuable upon such conversion unless either
  the original Notes are delivered to the Company as provided above, or the Holder
  notifies the Company that such Note(s) have been lost, stolen or destroyed.
  In the case of a dispute as the calculation of the Conversion Price, the Company’s
  calculation shall be deemed conclusive absent manifest error.

                                      
  (i)  Lost or Stolen Notes. Upon receipt by the Company of evidence
  of the loss, theft, destruction or mutilation of a Note, and (in the case of
  loss, theft or destruction) indemnity or security reasonably satisfactory to
  the Company, and upon surrender and cancellation of the Note, if mutilated,
  the Company shall execute and deliver new Note(s) of like tenor and date.

                                      
  (ii) Delivery of Common Stock upon Conversion. The Company shall
  issue and use its best efforts to deliver within a reasonable time after delivery
  to the Company of a Note and Notice of Conversion, or after provision for security
  or indemnification required by (i) above, to such Holder of the Note at the
  address of the Holder on the books of the company, a certificate for the number
  of shares of Common Stock to which the Holder shall be entitled as aforesaid.

                                      
  (iii) No Fractional Shares. No fractional shares of Common Stock
  shall be issued upon conversion of a Note. If any conversion of the Note would
  create a fractional share of Common Stock or a right to acquire a fractional
  share of Common Stock, a cash adjustment will be made for the fractional interest.

                                      
  (iv) Date of Conversion. The date of which conversion occurs (the
  ‘Date of Conversion’) shall be deemed to be the date set forth in
  such Notice of Conversion, provided that the copy of the Notice of Conversion
  is delivered or faxed to the Company before midnight, Pacific time, on the Date
  of Conversion, and (ii) that the original Notes to be converted are surrendered,
  and received by the Company within five business days from the Date of Conversion.
  The person or persons entitled to receive the shares of common Stock issuable
  upon such conversion shall be treated for all purposes as the record holder
  or holders of such shares of Common Stock on such date. If the original Notes
  to be converted are not received by the Transfer Agent or the Company within
  five business days after the Date of Conversion or if the facsimile of the Notice
  of Conversion is not received by the Company or its designated transfer agent
  prior to the Conversion Notice Deadline, the Notice of Conversion, at the Company’s
  option, may be declared null and void.

                   (c)
  Reservation of Stock Issuable Upon Conversion. The Company shall at all
  times reserve and keep available out of its authorized but unissued shares of
  Common Stock, solely for the purpose of effecting the conversion of the Notes,
  such number of its shares of Common Stock as shall from time to time be sufficient
  to effect the conversion of all then outstanding Notes; and if at any time the
  number of authorized but unissued shares of Common Stock shall not be sufficient
  to effect the conversion of all then outstanding Notes, the Company will immediately
  take such corporate action as may be necessary to increase its authorized but
  unissued shares of Common Stock to such number of shares as shall be sufficient
  for such purpose.

                   
  (d)  Adjustment to Conversion Price.

                                      
  (i) Adjustment Due to Stock Split, Stock Dividend, Etc. If
  at any time when the Notes are issued and outstanding, the number of outstanding
  shares of Common Stock is increased by a stock split, stock dividend, or other
  similar event, the Fixed Conversion Price shall be proportionately reduced,
  or if the number of outstanding shares of Common Stock is decreased by a combination
  or reclassification of shares, or other similar event, the Fixed Conversion
  Price share be proportionately increased.

                                      
  (ii) Adjustment Due to Merger, Consolidation, Etc. If at
  any time when the Notes are issued and outstanding, there shall be any merger,
  amalgamation, consolidation, exchange of shares, recapitalization, reorganization,
  or other similar event, as a result of which shares of Common Stock of the Company
  shall be changed into the same or a different number of shares of another class
  or classes of stock or securities of the company or another entity, then the
  Holders of the Notes shall thereafter have the right to receive upon conversion
  of the Notes, upon the basis and upon the terms and conditions specified herein
  and in lieu of the shares of Common Stock immediately theretofore issuable upon
  conversion, such stock and/or securities which the Holder would have been entitled
  to receive in such transaction had the Notes been converted immediately prior
  to such transaction, and in any such case appropriate provisions shall be made
  with respect to the rights and interest of the Holders of the Notes to the end
  that the provisions hereof (including, without limitation, provisions for adjustment
  of the Fixed Conversion Price and of the number of shares issuable upon conversion
  of the Notes shall thereafter be applicable, as nearly as may be practicable
  in relation to any securities thereafter deliverable upon the exercise hereof.

 Section 5. Events of Default and Notices Thereof. The
  term ‘Event of Default’ includes any one of the following; (i) failure
  of the Company to pay interest for 45 days or principal when due; (ii) failure
  of the Company to perform any other covenant herein for 45 days after notice;
  (iii) default by the Company with respect to its obligations to pay principal
  of or interest on certain other indebtedness aggregating more than $1,500,000
  or the acceleration of such indebtedness under the terms of the instruments
  evidencing such indebtedness; and (iv) events of bankruptcy or insolvency of
  the Company or the Subsidiary.

                    
  In case an event of Default (other than an Event of Default resulting from bankruptcy
  or insolvency) shall occur and be continuing for a period of 45 days from the
  date that an Event of Default is deemed to have occurred, the holders of a least
  25% in aggregate principal amount of the Notes then outstanding may by notice
  in the writing to the Company declare all unpaid principal and accrued interest
  on the Notes then outstanding to be due and payable immediately.

 Section 6. Modification and Waiver. Modification and amendment
  of the Notes may be made by the Company with the consent of the

 Page 3 of Schedule A 







 holders of not less than a majority in principal amount of
  the outstanding Notes, provided that no such modification or amendment may,
  without the consent of the holder of each Note affected thereby (i) change the
  stated maturity of the principal of or any installment of interest on any Note,
  (ii) reduce the principal of, or the rate of interest on, any Note, (iii) change
  the currency of payment of principal of or interest on any Note, (iv) reduce
  the above-stated percentage of holders of Notes necessary to modify or amend
  the Notes or (v) modify any of the foregoing provisions or reduce the percentage
  of outstanding Notes necessary to waive any covenant or past default. Holders
  of not less than a majority in principal amount of the outstanding Notes may
  waive any covenant or past defaults. (See ‘Events of Default and Notice
  Thereof’) An amendment to the Notes may not adversely affect the rights
  under the subordination provisions of the holders of any issue of Senior Indebtedness
  without the consent of such holders. 

 Section 7. No Voting Rights. The Notes shall not entitle
  the Holders thereof to any of the rights of a stockholder of the Company, including
  without limitation, the right to vote, to receive dividends and other distributions,
  or to receive any notice of, or to attend meetings of stockholders or any other
  proceedings of the Company. 

 Section 8. Governing Law. The Notes shall be governed
  by and construed in accordance with the laws of the State of Nevada U.S.A. without
  giving effect to the principles of conflicts of laws, except for matters arising
  under the Act or the Securities Exchange Act of 1934, as amended, which matters
  shall be governed by and construed in accordance with such laws or matters relating
  to realization on the security which shall be governed by the laws of the jurisdiction
  under which such security is located. 

 Section 9. Business Day Definition. For purposes hereof,
  the term ‘business day’ shall mean any day on which banks are generally
  open for business in the State of Nevada, USA and excluding any Saturday and
  Sunday. 

 Section 10. Notices. Any notice or other communication
  required or permitted to be given hereunder shall be given as provided herein
  or delivered against receipt if to (i) the Company at 311 – 698 Seymour
  Street, Vancouver, BC, Canada V6B 3K6, fax number 604-688-8621 and (ii) the
  Holder of a Note, to such holder at its last address as shown on the Note Register
  (or to such other address as the party shall have furnished in writing as its
  new address to be entered on the Note Register (which address must include a
  telecopy number) in accordance with the provisions of this Section 12). Any
  notice or other communication needs to be made by facsimile and delivery shall
  be deemed give, except as otherwise required herein, at the time of transmission
  of said facsimile. Any notice given on a day that is not a business day shall
  be effective upon the next business day. 

 Section 11. Waiver of any Breach to be in Writing.
  Any waiver by the Company or the Holder of a Note of a breach of any provision
  of the Note shall not operate as, or be construed to be a waiver of any other
  breach of such provision or of any breach of any other provision of the Note.
  The failure of the Company or the Holder hereof to insist upon strict adherence
  to any term of the Note on one or more occasions shall not be considered a waiver
  or deprive that party of the right thereafter to insist upon strict adherence
  to that term or any other term of the Note. Any waiver must be in writing. 

 Section 12. Unenforceable Provisions. If any provision
  of a Note is invalid, illegal or unenforceable, the balance of the Note shall
  remain in effect, and if any provision is inapplicable to any person or circumstance,
  it shall nevertheless remain applicable to all other persons and circumstances.



Page 4 of Schedule A










SCHEDULE B 


 BRITISH COLUMBIA DEFINITION OF “ACCREDITED INVESTOR”
   


“Accredited Investor” means:


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

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

	 	 
	(c)	an association under the Cooperative
        Credit Associations Act (Canada) located in Canada;

	 	 
	(d)	a subsidiary of any person or company
        referred to in paragraphs (a) to (c), where the person or company owns
        all of the voting securities of the subsidiary, except the voting securities
        required by law to be owned by directors of that subsidiary;

	 	 
	(e)	a person or company registered under
        the securities legislation, or under the securities legislation of another
        jurisdiction of Canada, as an adviser or dealer, other than a limited
        market dealer registered under the Securities Act (Ontario);

	 	 
	(f)	an individual registered or formerly
        registered under the securities legislation, or under the securities legislation
        of another jurisdiction of Canada, as a representative of a person or
        company referred to in paragraph (e);

	 	 
	(g)	the government of Canada or a province,
        or any crown corporation or agency of the government of Canada or a province;

	 	 
	(h)	a municipality, public board or commission
        in Canada;

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

	 	 
	(j)	a pension fund that is regulated by
        either the Office of the Superintendent of financial Institutions (Canada)
        or a provincial pension commission or similar regulatory authority;

	 	 
	(k)	a registered charity under the Income
        Tax Act (Canada);

	 	 
	(l)	an individual who, either alone or jointly
        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;

	 	 
	(m)	an individual whose net income before
        taxes exceeded $200,000 in each of the two most recent years or whose
        net income before taxes combined with that of a spouse exceeded $300,000
        in each of the two most recent years and the current year;




Page 1 of Schedule B






 



	(n)	a corporation, limited partnership,
        limited liability partnership, trust or estate, other than a mutual fund
        or non-redeemable investment fund, that had net assets of at least $5,000,000
        as shown on its most recently prepared financial statements;

	 	 
	(o)	a mutual fund or non-redeemable investment
        fund that, in the local jurisdiction, distributes its securities only
        to persons or companies that are accredited investors;

	 	 
	(p)	a mutual fund or non-redeemable investment
        fund that, in the local jurisdiction, distributes its securities under
        a prospectus for which the regulator has issued a receipt;

	 	 
	(q)	an entity organized in a foreign jurisdiction
        that is analogous to any of the entities referred to in paragraphs (a)
        through (e) and paragraph (j) in form and function; or

	 	 
	(r)	a person or company in respect of which
        all of the owners of interests, direct or indirect, legal or beneficial,
        are persons or companies that are accredited investors.




Page 2 of Schedule B










SCHEDULE C 



ACCREDITED INVESTOR QUALIFICATION FORM 



CONFIDENTIAL 



COOL CAN TECHNOLOGIES, INC. 


 Instructions: This questionnaire is being presented
  to each individual who has indicated a preliminary interest in being made an
  offer to purchase securities of Cool Can Technologies, Inc., (the "Company").
  The purpose of this questionnaire is to assist the Company in its attempt to
  determine whether the investor qualifies as an accredited investor in order
  to enable the Company comply with the provincial securities law of the Provinces
  of British Columbia and Alberta. 

 Your answers will at all times be kept strictly confidential.
  However, by signing this questionnaire, you agree that the Company may present
  this questionnaire to such parties, as it deems appropriate if called upon to
  establish the availability under any provincial securities law of an exemption
  from dealer registration or the prospectus requirement. 

 Please state if the answer to any question is "None" or "Not
  Applicable". 

 Disclosure of all dollar amounts are in Canadian dollars for
  the purposes of this questionnaire. Please complete, sign, date, and return
  one copy of this questionnaire to the Company. 

PLEASE PRINT 

 Name: _________________________________________________________________________________________________________


 Residential Address: _____________________________________________________________________________________________

                                                                                                                                   Phone: (           
  )                                                                                                 
  

 Occupation: ____________________________________________________________________________________________________

 Business Address: _______________________________________________________________________________________________

                                                                                                                                   Phone: (           
  )                                                                                                 
  

 What is your citizenship?_______________________________________



 Page 1 of Schedule C 





 

	(1)
   	Have you maintained your principal residence
        in that country/province for the past six months?

       Yes ______ No ______

      

	 	 
	(2)
   	Do you presently intend to maintain your principal
        residence in that country/province?

       Yes ______ No ______

      

	 	 
	(3)
   	Is that country/province presently your country/province
        of principal employment?

       Yes ______ No ______

      

	 	 
	(4)	If you are a resident
        of Canada, in what province are you executing this Subscription Agreement?

       

	 	 
	NOTE: "Yes" answers to most of questions (1)
      through (5) are required to establish that you are a bona fide citizen/resident
      of your country/province. On a separate sheet of paper, please explain any
      "No" answers, which might raise questions about your residency.
	 	 
	(5)	Income
	 	 	 
	 	(a)	Was your annual income for the calendar year ended December
        31, 2002 over $200,000?

       Yes ______ No ______

	 	 	 
	 	(b)
 	Was your annual income for the calendar year ended December
        31, 2001 over $200,000?

       Yes ______ No ______

	 	 	 
	 	(c)	Do you anticipate that your annual income for the year
        ended December 31, 2003 will be over $200,000?

       Yes ______ No ______

	 	 	 
	 	(d)	If your responses to questions 5(a) through 5(c) were "No,"
      please provide your annual income for the calendar years ending 
	 	 	 
	 	 	December 31, 2002 and December 31, 2001.
	 	 	December 31, 2002: $ December 31, 2001: $
	 	 	 
	 	 
	(6)	Spousal Income
	 	 	 
	 	(a)	Was your joint annual income with your spouse for the
        calendar year ended December 31, 2002 over $300,000?

       Yes ______ No ______




Page 2 of Schedule C




 

	 	(b)

          
	Was your joint annual income with your
        spouse for the calendar year ended December 31,2001 over $300,000?

       Yes ______ No ______

	 	 	 
	 	(c)

          
	Do you anticipate that your joint annual
        income with your spouse this year will be over $300,000?

       Yes ______ No ______

	 	 	 
	 	(d)
	If your responses to questions 6(a)
        through 6(c) were "No" please provide your joint annual income with your
        spouse for the calendar years ending December 31, 2002 and December 31,
        2001.

	 	 	 
	 	 	December 31,
        2002: $ 

	 	 	December 31,
        2001: $

	 	 	 
	 	 	 
	(7)	Net Worth

	 	 	 
	 	(a)
	Does your net worth (including home,
        furnishings and automobiles) exceed $1,000,000 at this time? Yes ______
        No ______

	 	 	 
	 	(b)
	If your response to question 7(a) was
        "No," please provide your net worth (including home, furnishings and
        automobiles)

	 	 
	 	 	Net Worth: $

	 	 
	(8)	Net Worth

	 	 	 
	 	(a)
	Does your net worth (excluding home,
        furnishings and automobiles) exceed $1,000,000 at this time? Yes ______
        No ______

	 	 	 
	 	(b)
	
        If your response to question 8(a) was "No," please provide your net
          worth (excluding home, furnishings and automobiles).

        ________________________________________________

      




Page 3 of Schedule C




 

	(9)	What is your date of birth?______________________________________________________________

	 	 
	(10)	Briefly describe educational
        background, relevant institutions attended, dates, degrees:

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	(11)	Briefly describe business
        involvement or employment during the past 10 years or since graduation
        from school, whichever period is shorter. (Specific employers need not
        be named. A sufficient description is needed to assist the Company in
        determining the extent of vocationally related experience in financial
        and business matters).

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	(12)	Investment experience:

	 	 	 
	 	(a)
	Please indicate the frequency
        of your investment in marketable securities:

       (  ) Often;      ( 
        ) Occasionally;      (  ) Seldom;      ( 
        ) Never.

	 	 	 
	 	(b)
	Please indicate the frequency
        of your investment in unmarketable securities;

	 	 
	 	(  ) Often;      ( 
        ) Occasionally;      (  ) Seldom;      ( 
        ) Never.

	 	 	 
	 	(c)
	Please indicate in the space
        provided below any additional information which you think may be helpful
        in enabling the Company to determine that your knowledge and experience
        in financial and business matters is sufficient to enable you to evaluate
        the merits and risks of this investment.




I hereby certify that I have answered the foregoing to the best of my knowledge
  and that my answers are complete and accurate.

	Signature of Subscriber: 	 	 
	 	 	 
	Name of Subscriber: 	 	 
	 	 	 
	Address of Subscriber:	 	 


Page 4 of Schedule C