Filed by Automated Filing Services Inc. (604) 609-0244 - FundsTech Corp. - Exhibit 10.5






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN
OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S.
PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, 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
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE 1933 ACT.

CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
(Subscribers Resident Outside of the United States)

	TO: 	FUNDSTECH CORP.(the "Company")
  
	  	165 Woodlands Creek Drive 
	  	Ponte Verda Beach, FL 32082
  


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") at the price of $____
per Share (such subscription and agreement to purchase being the "Subscription")
for the total purchase price of $______________ (the "Subscription
Proceeds").

1.2                     Subject
to the terms hereof, the Subscription will be effective upon its acceptance by
the Company. The Subscriber acknowledges that the offering of the Shares
contemplated hereby is part of a private placement of Shares having an aggregate
subscription amount of $___________ (the "Offering"). The Offering is not
subject to any minimum aggregate subscription amount.

2.                      
Payment

2.1                    
The Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a Canadian chartered bank, 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 Subscriber upon request. If the funds are wired to the
Company's lawyers, those lawyers are authorized to immediately deliver the funds
to the Company.

2.2                     The
Subscriber acknowledges and agrees that this 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 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 Agreement by the
Subscriber, this 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 Agreement.




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2.3                     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
Shares have been issued to the Subscriber.

3.                     
 Documents Required from Subscriber

3.1                    
The Subscriber must complete, sign and return to the Company an executed copy of
this Agreement.

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 (the "Closing") shall occur on or before ______________,
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 Shares 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 Shares 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 in
      the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S under the 1933 Act ("Regulation S"),
      except in accordance with the provisions of Regulation S, 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 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 Shares
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Shares hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company;

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

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

	 	 	 
	 	(f) 	
      there are risks associated with an investment in the
      Shares;

	 	 	 
	 	(g) 	
      the Subscriber has not acquired the Shares 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 the Shares 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 Shares; provided, however, that the Subscriber may sell or otherwise
      dispose of the Shares pursuant to registration thereof under the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements;







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	 	(h) 	
      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 Shares 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;

	 	 	 	 
	 	(i) 	
      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 Shares hereunder have been made
      available for inspection by the Subscriber, the Subscriber's lawyer and/or
      advisor(s);

	 	 	 	 
	 	(j) 	
      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 in
      connection therewith;

	 	 	 	 
	 	(k) 	
      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;

	 	 	 	 
	 	(l) 	
      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 the registration requirements of
      the 1933 Act and in accordance with applicable state securities
    laws;

	 	 	 	 
	 	(m) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Shares, although in technical compliance with
      Regulation S, would not be available if the offering is part of a plan or
      scheme to evade the registration provisions of the 1933 Act or any
      applicable state securities laws;

	 	 	 	 
	 	(n) 	
      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 Shares and with respect to applicable
      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 Shares
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and

	 	 	 	 
	 	(o) 	
      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.



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:




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	 	(a) 	
      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;

	 	 	 
	 	(b) 	
      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 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
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber in accordance with its
      terms;

	 	 	 
	 	(d) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(e) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(f) 	
      the Subscriber is resident in the jurisdiction set out on
      the signature page of this Agreement;

	 	 	 
	 	(g) 	
      the sale of the Shares to the Subscriber as contemplated
      in this Agreement complies with or is exempt from the applicable
      securities legislation of the jurisdiction of residence of the
      Subscriber;

	 	 	 
	 	(h) 	
      the Subscriber is acquiring the Shares for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Shares in the United States or to U.S. Persons;

	 	 	 
	 	(i) 	
      the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Shares 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 Shares;

	 	 	 
	 	(j) 	
      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;

	 	 	 
	 	(k) 	
      the Subscriber (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Shares; and (iii) has the ability to bear
      the economic risks of its prospective investment and can afford the
      complete loss of such investment;

	 	 	 
	 	(l) 	
      the Subscriber acknowledges that the Subscriber has not
      acquired the Shares 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 the Shares 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 the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of the Shares pursuant to
      registration of the Shares pursuant to the 1933 Act and any applicable
      state securities laws or under an exemption from such registration
      requirements and as otherwise provided herein;

	 	 	 
	 	(m) 	
      the Subscriber understands and agrees that none of the
      Shares 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 in the United States or,
      directly or indirectly, to U.S.







- 5 -

	 		
      Persons except in accordance with the provisions of
      Regulation S, 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;

	 	 	 	 
	 	(n) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of a period of one year
      after the date of original issuance of the Shares (the one year period
      hereinafter referred to as the "Distribution Compliance Period") shall
      only be made in compliance with the safe harbor provisions set forth in
      Regulation S, pursuant to the registration provisions of the 1933 Act or
      an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 	 
	 	(o) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 	 
	 	(p) 	
      the Subscriber understands and agrees that 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
      the registration requirements of the 1933 Act;

	 	 	 	 
	 	(q) 	
      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

	 	 	 	 
	 	(r) 	
      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.



7.                     
 Acknowledgement and Waiver

7.1                     The
Subscriber has acknowledged that the decision to purchase the Shares was solely
made on the basis of available information provided to the Subscriber. 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 the Shares.

8.                      
Representations and Warranties will be Relied Upon by the
Company

8.1                    
The Subscriber acknowledges that the representations and warranties contained
herein are made by the undersigned with the intention that they may be relied
upon by the Company and its legal counsel in determining the undersigned’s
eligibility to acquire the Shares under relevant Legislation. The undersigned
further agrees that by accepting delivery of the Shares, the undersigned will be
representing and warranting that the foregoing representations and warranties
are true and correct as at the time of delivery of such Shares with the same





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force and effect as if they had been made by the undersigned at
such time, and that they shall survive the completion of the transactions
contemplated under this Subscription and remain in full force and effect
thereafter for the benefit of the Company for a period of one year.

9.                     
 Legending of Subject Securities

9.1                    
The Subscriber hereby acknowledges that 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 the Shares will
bear a legend in substantially the following form:

"THESE SECURITIES WERE ISSUED IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER 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, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT."

9.2                    
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.

9.3                     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.

10.                     Costs

10.1                   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.

11.                     Governing
Law

11.1                   This
Agreement is governed by the laws of the State of Nevada. 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 Nevada.

12.                     Survival

12.1                   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.

13.                     Assignment

13.1                   This
Agreement is not transferable or assignable.

14.                     Severability

14.1                   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.




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15.                     Entire
Agreement

15.1                  
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.

16.                    
Notices

16.1                   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 Agreement and notices to the Company shall be
directed to it at 165 Woodlands Creek Drive Ponte Verda Beach FL 32082,
Attention: The President; fax number (604) 926-5806.

17.                     Counterparts
and Electronic Means

17.1                  
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.

18.                     Currency

18.1                  
Unless otherwise provided, all dollar amounts referred to in this Agreement are
in lawful money of the United States of America.

IN WITNESS WHEREOF the Subscriber has duly executed this
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)







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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 __________________, 2006.

FUNDSTECH CORP.

 

Per:    
_________________________________
            Authorized
Signatory