Filed by Automated Filing Services Inc. (604) 609-0244 - FundsTech Corp. - Exhibit 10.11






THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
(U.S. Accredited Subscribers)

	TO: 	FundsTech Corp. (the "Company")
    
	 	4425 Park Arroyo
  
	  	Calabasas, CA 91302 
	  	United States of America
  


Purchase of Units

1.                      
Subscription

1.1                   
 The undersigned (the “Subscriber”) hereby irrevocably subscribes for and
agrees to purchase ____________ units (each, a “Unit” and collectively, the
“Units”), with each Unit consisting of one share of the common stock of the
Company (each a “Share”) and one half of one common share purchase warrant (with
each whole warrant being hereafter referred to as a “Warrant”) at a price per
Unit of USD $1.00 (such subscription and agreement to purchase being the
“Subscription”), for an aggregate purchase price of USD$_____________ (the
“Subscription Proceeds”.) Each Warrant will entitle the holder to purchase one
additional Share at a purchase price of $1.25 for a period of 24 months from the
Closing Date; provided, however, that if at any time the average closing price
for shares of the Company’s common stock on the OTC-Bulletin Board in the United
States exceeds U.S. $1.50 for a period of 10 trading days or more, the Company
shall have the right, upon written notice to the Subscriber, to reduce the
exercise period of the Warrants to a period of 5 days beginning on the date of
the written notice. Notwithstanding the foregoing, the Company shall not give
such notice to the Subscriber unless the Company will be in a position, upon
receipt from the Subscriber of the exercise price and any other documentation
necessary to the exercise of the Warrants, to issue the Shares underlying the
Warrants (the “Underlying Shares”.) The Units, Warrants and Underlying Shares
together referred to herein as the “Securities”.

1.2                    
Certificate(s) representing the Warrants (“Warrant Certificate”) will be
in the form attached as Appendix C.

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

1.4                    
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company. The Subscriber acknowledges that the offering of
Units contemplated hereby (the “Offering”) is part of a private placement
or a series of private placements in which the Company seeks to raise an
aggregate of up to USD $750,000. The Offering is not subject to any minimum
aggregate subscription level.

2.                     
 Payment
The Subscription Proceeds must
accompany this Subscription and shall be paid by certified cheque or bank draft
drawn on a U.S. bank reasonably acceptable to the Company, and made payable and
delivered to the Company. Alternatively, the Subscription Proceeds may be wired
to the Company or its lawyers pursuant to wiring instructions that will be
provided to the Subscribers upon request. If the funds are wired tot he
Company’s lawyers, those lawyers are authorized to immediately deliver the funds
to the Company.




2

2.1                    
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the event that this Subscription
Agreement is not accepted by the Company for whatever reason, which the Company
expressly reserves the right to do, within 30 days of the delivery of an
executed Subscription Agreement by the Subscriber, this Subscription Agreement,
the Subscription Proceeds (without interest thereon) and any other documents
delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription Agreement.

2.2                     Where
the Subscription Proceeds are paid to the Company, the Company is entitled to
treat such Subscription Proceeds as an interest free loan to the Company until
such time as the Subscription is accepted and the certificates representing the
Units have been issued to the Subscriber. 

3.                     
 Documents Required from Subscriber

3.1                     The
Subscriber must complete, sign and return to the Company

	 	(a) 	
      an executed copy of this Subscription Agreement;
    and,

	 	 	 
	 	(b) 	
      the Prospective Investor Suitability Questionnaire
      attached as Appendix A to this Subscription; and,

	 	 	 
	 	(c) 	
      the Canadian Accredited Investor Questionnaire (the
      Prospective Investor Suitability Questionnaire and the Canadian Accredited
      Investor Questionnaire hereinafter to referred to collectively as the
      “Questionnaires”).



3.2                    
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, and applicable
law.

4.                      
Closing

4.1                    
Closing of the offering of the Units (the “Closing”) shall occur on or
before October 31, 2006, or on such other date as may be determined by the
Company (the “Closing Date”). 

4.2                    
The Company may, at its discretion, elect to close the Offering in one or more
closings, in which event the Company may agree with one or more subscribers
(including the Subscriber hereunder) to complete delivery of the Units to such
subscriber(s) against payment therefor at any time on or prior to the Closing
Date.

5.                      
Acknowledgements of Subscriber

5.1                    
The Subscriber acknowledges and agrees that:

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      except pursuant to an effective registration statement under the 1933 Act
      or pursuant to an available exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act and in
      accordance with applicable state securities laws.

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act;

	 	 	 
	 	(c) 	
      by completing the Questionnaires, the Subscriber is
      representing and warranting that the Subscriber is an “Accredited
      Investor”, as the term is defined in Regulation D under the 1933 Act
      and as the term is defined in Canadian National Instrument
  45-106;







3

	 	(d) 	
      the decision to execute this Subscription Agreement and
      acquire the Units hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of information
      (the receipt of which is hereby acknowledged) which has been provided by
      the Company to the Subscriber;

	 	 	 
	 	(e) 	
      if the Company has presented a business plan to the
      Subscriber, the Subscriber acknowledges that the business plan may not be
      achieved or be achievable;

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

	 	 	 
	 	(g) 	
      there is no government or other insurance covering any of
      the Units;

	 	 	 
	 	(h) 	
      there are risks associated with an investment in the
      Units;

	 	 	 
	 	(i) 	
      the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any “directed selling efforts”
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Securities; provided, however, that the Subscriber
      may sell or otherwise dispose of the Securities pursuant to registration
      thereof under the 1933 Act and any applicable state securities laws or
      under an exemption from such registration requirements;

	 	 	 
	 	(j) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Company;

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

	 	 	 
	 	(l) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein, or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company or the
      Agent in connection therewith;

	 	 	 
	 	(m) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system;

	 	 	 
	 	(n) 	
      the Company will refuse to register any transfer of the
      Shares or the Warrant Shares not made pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from the registration requirements of the 1933 Act;

	 	 	 
	 	(o) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable







4

resale restrictions, and it is solely
responsible (and the Company is not in any way responsible) for compliance
with:

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

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

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



6.                     
 Representations, Warranties and Covenants of the
Subscriber

6.1                    
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

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

	 	 	 
	 	(b) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to the Subscriber or the
      Articles of Incorporation and By-laws of the Subscriber or of any
      agreement, written or oral, to which the Subscriber may be a party or by
      which the Subscriber is or may be bound;

	 	 	 
	 	(c) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Subscriber is providing evidence of such knowledge and experience in
      these matters through the information requested in the
    Questionnaires;

	 	 	 
	 	(e) 	
      all information contained in the Questionnaires are
      complete and accurate and may be relied upon by the Company;

	 	 	 
	 	(f) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement;

	 	 	 
	 	(g) 	
      the Subscriber is acquiring the Securities for investment
      only and not with a view to resale or distribution;

	 	 	 
	 	(h) 	
      the Subscriber is acquiring the Securities as principal
      for the Subscriber’s own account, for investment purposes only, and not
      with a view to, or for, resale, distribution or fractionalisation thereof,
      in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Securities;

	 	 	 
	 	(i) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;







5

	 	(j) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts:

	 	 	 	 
	 		(i) 	
      the Subscriber has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgements, representations and agreements on behalf of such
      account, and

	 	 	 	 
	 		(ii) 	
      the investor accounts for which the Subscriber acts as a
      fiduciary or agent satisfy the definition of an “Accredited Investor”, as
      the term is defined in Regulation D under the 1933 Act;

	 	 	 	 
	 	(k) 	
      the Subscriber acknowledges that the Subscriber has not
      acquired the Securities as a result of, and will not itself engage in, any
      directed selling efforts in the United States in respect of any of the
      Securities which would include any activities undertaken for the purpose
      of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of any of the
      Securities; provided, however, that the Subscriber may sell or otherwise
      dispose of any of the Securities pursuant to registration of any of the
      Securities pursuant to the 1933 Act and any applicable state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

	 	 	 	 
	 	(l) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities; and

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

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

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

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

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares on any stock
      exchange or automated dealer quotation system; except that the Company’s
      Common Stock is currently approved for trading on the U.S. Over the
      Counter Bulletin Board.



7.                     
 Acknowledgement and Waiver

7.1                    
The Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Units.

8.                      
Legending of Subject Units

8.1                    
The Subscriber hereby acknowledges that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form:

THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT 




6

SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.

8.2                    
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

9.                     
 Costs

9.1                    
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Units shall be borne
by the Subscriber.

10.                    
Governing Law

10.1                  
This Subscription Agreement is governed by the laws of the State of Delaware.
The Subscriber, in its personal or corporate capacity and, if applicable, on
behalf of each beneficial purchaser for whom it is acting, irrevocably attorns
to the jurisdiction of the courts of the State of Delaware.

11.                     Survival

11.1                  
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Units by the Subscriber pursuant hereto.

12.                    
Assignment

12.1                  
This Subscription Agreement is not transferable or assignable.

13.                     Severability

13.1                  
The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

14.                    
Entire Agreement

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

15.                     Notices

15.1                   All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
the signature page of this Subscription Agreement and notices to the Company
shall be directed to it at FundsTech Corp., 4425 Park Arroyo, Calabasas, CA
91302, U.S.A., Attention: Don Headlund, President..

15.2                   The
Subscriber hereby acknowledges and agrees that it will notify the Company at the
address or fax number above, or at such other address or fax number as the
Company notifies the Subscriber from time to time is the current address or fax
number of the Company, to maintain with the Company’s records an updated address
to which the Company may mail or transmit notices and other communications under
this Subscription Agreement.




7

16.                     Reliance,
Indemnity, Notification of Changes and Survival

16.1                   
The representations and warranties in this Subscription Agreement are made by
the Subscriber with the intent that they be relied upon by the Company in
determining its suitability as a purchaser of the Securities, and the Subscriber
hereby agrees to indemnify the Company against all losses, claims, costs,
expenses and damages or liabilities which any of them may suffer or incur as a
result of reliance thereon. The Subscriber undertakes to notify the Company
immediately of any change in any representation, warranty or other information
relating to the Subscriber set forth in this Subscription Agreement (and the
exhibits, schedules, forms and appendices thereto) which takes place prior to
the Closing.

16.2                    The
representations and warranties of each Subscriber contained in this Section will
survive the Closing.

17.                     Counterparts
and Electronic Means

17.1                    This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Subscription Agreement by electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy will be deemed
to be execution and delivery of this Subscription Agreement as of the date
hereinafter set forth.

18.                    
Delivery Instructions

18.1                    The
Subscriber hereby directs the Company to deliver the Share and Warrant
Certificate to:

	 	(name) 
	 	 
	 	 
	 	(address) 


18.2                    The
Subscriber hereby directs the Company to cause the Units to be registered on the
books of the Company as follows:

	 	(name) 
	 	 
	 	 
	 	(address) 


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

	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 
	 	 
	 	(Country of Subscriber) 
	 	 
	 	 
	 	(Fax and/or E-mail Address of Subscriber)
  






8

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Units is hereby accepted by the Company.

DATED at ______________________, the ________ day of
___________________, 2006.

FUNDSTECH CORP.

Per:  
_______________________________________________
         
Authorized Signatory




APPENDIX A

PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by each Subscriber who is a U.S.
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Units of
FUNDSTECH CORP. (the “Company”). The purpose of this Questionnaire is to
assure the Company that each Subscriber will meet the standards imposed by the
1933 Act and the appropriate exemptions of applicable state securities laws. The
Company will rely on the information contained in this Questionnaire for the
purposes of such determination. The Units will not be registered under the 1933
Act in reliance upon the exemption from registration afforded by Section 3(b)
and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not
an offer of the Units or any other securities of the Company in any state other
than those specifically authorized by the Company.

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Units hereunder.

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies)

		____ 	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Units, with total assets in excess of US $5,000,000;
    

	 	 	  	
       

		____ 	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, on the date of purchase exceeds US
      $1,000,000; 

	 	 	  	
       

		____ 	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 

	 	 	  	
       

		____ 	Category 4 	
      A "bank" as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United States)
      or a business development company as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of $5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment
      decisions are made by a plan fiduciary, as defined in Section 3(21) of
      such Act, which is either a bank, savings and loan association,
  







2

				
      insurance company or registered investment adviser, or if
      the employee benefit plan has total assets in excess of $5,000,000, or, if
      a self- directed plan, whose investment decisions are made solely by
      persons that are accredited investors; 

	 	 	  	
       

		____ 	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	 	 	  	
       

	 	____	Category 6 	
      A director or executive officer of the Company;


	 	 	  	
       

		____ 	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Units, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; 

	 	 	  	
       

		____ 	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories;




Note that prospective Subscribers
claiming to satisfy one of the above categories of Accredited Investor may be
required to supply the Company with a balance sheet, prior years' federal income
tax returns or other appropriate documentation to verify and substantiate the
Subscriber's status as an Accredited Investor.

If the Subscriber is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity: 

______________________________________________________________________________________

The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity.

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______ day of __________________, 2006.

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Print or Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. Number







APPENDIX B

NI 45-106 ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription.

The purpose of this Canadian Questionnaire is to assure the
Company that the Subscriber will meet certain requirements of National
Instrument 45-106 ("NI 45-106"). The Company will rely on the information
contained in this Canadian Questionnaire for the purposes of such
determination.

The Subscriber covenants, represents and warrants to the
Company that:

	1. 	
      The Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription and the
      Subscriber is able to bear the economic risk of loss arising from such
      transactions;

	 	 
	2. 	
      The Subscriber satisfies one or more of the categories of
      "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):




	 	[ ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada);

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

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

	 	 	 
	 	[ ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland);

	 	 	 
	 	[ ] 	
      (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d);

	 	 	 
	 	[ ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;

	 	 	 
	 	[ ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;

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

	 	 	 
	 	[ ] 	
      (i) a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;







2

	 	[ ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;

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

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

	 	 	 
	 	[ ] 	
      (m) a person, other than a person or investment fund,
      that had net assets of at least CDN$5,000,000 as reflected on its most
      recently prepared financial statements;

	 	 	 
	 	[ ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;

	 	 	 
	 	[ ] 	
      (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt;

	 	 	 
	 	[ ] 	
      (p) a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;

	 	 	 
	 	[ ] 	
      (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund;

	 	 	 
	 	[ ] 	
      (r) a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;

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

	 	 	 
	 	[ ] 	
      (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors;

	 	 	 
	 	[ ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or

	 	 	 
	 	[ ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;







3

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Shares under relevant legislation.

          IN
WITNESS WHEREOF, the undersigned has executed this BC Questionnaire as of the
________ day of __________________, 2006.

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	 	 	 
	  	 	Type of Entity 






4

APPENDIX C

FORM OF SUBSCRIPTION FOR WARRANT SHARES

	TO: 	FundsTech Corp. (the "Company")
    
	 	4425 Park Arroyo
  
	  	Calabasas, CA 91302 
	  	United States of America
  


The undersigned Holder of the within Warrants hereby subscribes
for ____________ common shares (the “Warrant Shares”) of the “Company pursuant
to the within Warrants at USD [$1.25] per Warrant Share on the terms specified
in the said Warrants. This subscription is accompanied by a certified cheque or
bank draft payable to or to the order of the Company for the whole amount of the
purchase price of the Warrant Shares.

The undersigned hereby directs that the Warrant Shares be
registered as follows:

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	TOTAL: 	 	  
	 	 	 	 	 


(Please print full name in which share certificates are to be
issued, stating whether Mr., Mrs. or Miss is applicable).

DATED this ________ day of  __________________,
_______.

In the presence of:


	Signature of Witness
    	 	Signature
      of Warrant Holder 


Please print below your name and address in full.

	Name (Mr./Mrs./Miss) 	 
	 	 
	Address 	 
	 	 
	 	 


INSTRUCTIONS FOR SUBSCRIPTION

The signature to the subscription must correspond in every
particular with the name written upon the face of the Warrant without alteration
or enlargement or any change whatever. If there is more than one subscriber, all
must sign.

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign must be proven to the satisfaction of the Company.

If the Warrant certificate and the form of subscription are being
  forwarded by mail, registered mail must be employed