Filed by Automated Filing Services Inc. (604) 609-0244 - FundsTech Corp. - Exhibit 10.1






NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN
THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

AMENDED PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
(United States Accredited Subscribers Only)

	TO: 	FUNDSTECH CORP. (the
      “Company”) 
	  	4425 Park Arroyo 
	 	Calabasas, CA 91302
    


Purchase of Shares

1.                      
Subscription

1.1                    
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees
to purchase from the Company, on the basis of the representations and warranties
and subject to the terms and conditions set forth herein, ________________
common shares in the capital of the Company (the "Shares") for services rendered
to the company (such subscription and agreement to purchase being the
"Subscription").

1.2                    
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company.

2.                     
 Documents Required from Subscriber

2.1                    
The Subscriber must complete, sign and return to the Company an executed copy of
this Agreement.

2.2                    
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, stock exchanges and
applicable law.

3.                      
Acknowledgements of Subscriber

3.1                    
The Subscriber acknowledges and agrees that:

	 	(a) 	
      the Shares have not been registered under the 1933 Act,
      or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons (as defined herein), except pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act,
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      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;







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	 	(c) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act;

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and purchase the
      Shares agreed to be purchased 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 upon a review of information as
      provided by the Company (the “Company Information”). If the Company has
      presented a business plan or any other type of corporate profile to the
      Subscriber, the Subscriber acknowledges that the business plan, the
      corporate profile and any projections or predictions contained in any such
      documents may not be achieved or be achievable;

	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company regarding the issuance of the Shares (the “Offering”), and to
      obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information contained in the Company Information, or any business
      plan, corporate profile or any other document provided to the
      Subscriber;

	 	 	 
	 	(f) 	
      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 that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber’s attorney and/or advisor(s);

	 	 	 
	 	(g) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Shares pursuant to this Agreement;

	 	 	 
	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Agreement, and the Subscriber will hold harmless the Company from
      any loss or damage it may suffer as a result of the Subscriber’s failure
      to correctly complete this Agreement;

	 	 	 
	 	(i) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective 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 other 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 in
      connection therewith;

	 	 	 
	 	(j) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(k) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Shares and with respect to applicable resale
      restrictions and it is solely responsible (and the Company is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(l) 	
      the Shares are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system;







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	 	(m) 	
      neither the Securities and Exchange Commission (the
      “SEC”) nor any other securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Shares;

	 	 	 
	 	(n) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Shares; and

	 	 	 
	 	(p) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      Subscription for any reason.



4.                      
Representations, Warranties and Covenants of the Subscriber

4.1                    
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 is resident in the United
States;

	 	 	 
	 	(b) 	
      the Subscriber has received and carefully read this
      Agreement;

	 	 	 
	 	(c) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this 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 Agreement on behalf of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time, and can afford the complete loss of such
      investment;

	 	 	 
	 	(e) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(f) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents 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;

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

	 	 	 
	 	(h) 	
      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 Shares and the
Company,

	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Subscriber shall promptly
      notify the Company;

	 	 	 
	 	(j) 	
      all information contained herein is complete and accurate
      and may be relied upon by the Company, and the Subscriber will notify the
      Company immediately of any material change in any such information
      occurring prior to the closing of the purchase of the
  Shares;







- 4 -

	 	(k) 	
      the Subscriber is purchasing the Shares for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such Shares,
      and the Subscriber has not subdivided his interest in the Shares with any
      other person;

	 	 	 	 
	 	(l) 	
      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 Shares;

	 	 	 	 
	 	(m) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber’s decision to invest in the Shares and the Company;

	 	 	 	 
	 	(n) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, 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 under Regulation D of
      the 1933 Act;

	 	 	 	 
	 	(o) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      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; and

	 	 	 	 
	 	(q) 	
      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 price 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 or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation
  system.



4.2                    
In this Agreement, the term “U.S. Person” shall have the meaning ascribed
thereto in Regulation S and for the purpose of the Subscription includes any
person in the United States.

5.                      
Acknowledgement and Waiver

5.1                    
The Subscriber has acknowledged that the decision to purchase the Shares 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 Shares.




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6.                     
 Representations and Warranties will be Relied Upon by the
Company

6.1                    
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that they may be relied upon by the
Company and its legal counsel in determining the Subscriber’s eligibility to
purchase the Shares under applicable securities legislation, or (if applicable)
the eligibility of others on whose behalf it is contracting hereunder to
purchase the Shares under applicable securities legislation. The Subscriber
further agrees that by accepting delivery of the certificates representing the
Shares, it will be representing and warranting that the representations and
warranties contained herein are true and correct as of the date hereof and will
continue in full force and effect notwithstanding any subsequent disposition by
the Subscriber of such Shares.

7.                      
Resale Restrictions

7.1                    
The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States and that the Company does not intend to register same under
the 1933 Act, or the securities laws of any such state and has no obligation to
do so. The Shares may not be offered or sold in the United States unless
registered in accordance with federal securities laws and all applicable state
securities laws or exemptions from such registration requirements are
available.

8.                     
 Legending and Registration of Subject Shares

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 Shares will bear a
legend in substantially the following form:


  
    
      
        “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
          BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
          (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND,
          UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO
          AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO
          AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
          REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY 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 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 Shares shall be
borne by the Subscriber.

10.                     
Governing Law

10.1                    This
Agreement is governed by the laws of the State of Delaware and the federal laws
of the United States of America applicable therein. 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
State of Delaware.




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11.                     
Survival

11.1                    This
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 Shares by the Subscriber pursuant hereto.

12.                     
Assignment

12.1                   
This Agreement is not transferable or assignable.

13.                    
 Severability

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

14.                    
 Entire Agreement

14.1                   
Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the parties with respect to the
sale of the Shares and there are no other terms, conditions, representations or
warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company 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
herein and notices to the Company shall be directed to it at 4425 Park Arroyo
Calabasas, California 91302, Attention: The President; fax number (604)
926-5806.

16.                     
Counterparts and Electronic Means

16.1                    This
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 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 Agreement as of the date hereinafter set forth.

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date hereinafter set forth.

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	Delivery - please deliver the
      Share certificates to: 
	 	 
	 	 
	  	  
	  	  
	2. 	Registration - registration of
      the certificates which are to be delivered at closing should be made as
      follows: 
	 	 
	  	(name) 
	 	 
	 	 






- 7 -

		
      (address)

	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber’s purchase of the Shares as may be required for filing with
      the appropriate securities commissions and regulatory
  authorities.




	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	(City, State, and Zip Code of Subscriber)

	 	 
	 	United
      States of America 
	 	(Country of Subscriber) 
	 	 
	 	 
	 	(Fax Number) 






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A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is
hereby accepted by FUNDSTECH CORP.

DATED at ______________________________, the _____ day of
August, 2006.

FUNDSTECH CORP.

Per:  
__________________________________________________

         
Authorized Signatory