ex4_1.htm


    
      

    

    EXHIBIT 4.1

     

    
      
        
          
            	 
      	
                    THE
      SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
      THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND
      THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR
      SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE
      ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES
      UNDER, OR AN EXEMPTION FROM, THE PROSPECTUS AND REGISTRATION REQUIREMENTS
      OF THE 1933 ACT, OR (B) IN CANADA OR TO RESIDENTS OF CANADA EXCEPT
      PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE APPLICABLE PROVINCIAL
      SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN EXEMPTION ORDER MADE BY
      THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR(S), IN EACH CASE AS
      EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE
    COMPANY.

                  	 
      


          

        

      

    

     

    Subscription
Agreement

    
       

       

      By
and Between

       

       

      A.           Entheos
Technologies, Inc., a Nevada corporation having its principal office at the
address set forth on the signature page hereto (the “Company”);

      


      And

      


      B.           The undersigned subscriber, an
entity, having an office or residential address, as the case may be, at
_________________________________________ (the
“Subscriber”).  

       

      Recitals

      


       

      WHEREAS, the Company is
offering on a no minimum basis (the “Offering”) up to an aggregate
of 8,000,000 units (the “Offered Units”) at a price of
US $0.50  per
Offered Unit or $4,000,000
in the aggregate; each Offered Unit consists of one
(1) share (the “Unit
Shares”) of the Company’s common
stock, $0.00001 par value per share, one (1) Series A Non-redeemable Warrant
(in the form of Exhibit
A hereto) to purchase a share of common stock at $0.60 per share for a
period of 18 months from the date of issuance (the “Series A Warrants”) and one
(1) Series B Non-redeemable
Warrant (in the form of Exhibit
B hereto) to purchase a share of common stock at $0.75 per share for a
period of 24 months from the date of issuance (the “Series B Warrants”)
;


      
        
           


        

        
          E-1

          
            

          

        

        
           


        

      


      WHEREAS, the Company is
conducting the Offering without any private placement memorandum and will offer
and sell Offered Units, in reliance on, among others, the exemptions from the
registration requirements of the US Securities Act of 1933 as amended (the
“1933 Act”) afforded by
Regulation D (“Regulation
D”) and  Regulation S (“Regulation S”) each as
promulgated pursuant to the 1933 Act, only to investors (the “Qualified Investors”) who
either are (i) residents of the United States and are “accredited investors” as
defined in Regulation D or (ii) residents of British Columbia, Canada, and who
satisfy the prospectus delivery exemption requirements of Section 2.3 and/or 2.5
of National Instrument 45-106
Prospectus and
Registration Exemptions  (“NI-45-106”);

      


      NTD: Is
there a placement agent for the offering? Provide information re cash
commission.

       

      WHEREAS, subject to the terms
and conditions set forth herein the Subscriber desires to purchase from the
Company and the Company desires to sell to the Subscriber the number of Offered
Units (the “Subscribed for
Units”) set forth on the signature page hereof.

      
 

      NOW THEREFORE, in
consideration of the recitals and the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

       

       

      AGREEMENTS

       

      The
following numbering is done with the Alt NB numbering macro.  There
are 6 levels (Heading 1 to Heading 6 styles); shortcut keys Ctrl Alt 1 to Ctrl
Alt 6.

       

      
        	
                1.

              	
                Definitions.

              


      

       

      “1933 Act” has the meaning
ascribed thereto in the recitals to this Agreement.

      


      “1934 Act” means the US
Securities Exchange Act of 1934, as amended.

      


      “Accredited Investor” means
with respect to any non-Canadian Person a Person who is an accredited investor
as that term is defined in Regulation D, as promulgated pursuant to the 1933
Act, and with respect to any Canadian Person, a Person who is an accredited
investor as that term is defined in NI-45-106.

      


      “Affiliate” means, with respect
to any Person, any other Person that directly or indirectly controls or is
controlled by or under common control with such Person.  For the
purposes of this definition, "control," when used with respect to any Person,
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms of
"affiliated," "controlling" and "controlled" have meanings correlative to the
foregoing.

       

      “Aggregate Purchase Price” has
the meaning ascribed thereto in Section 2.2
hereof.


      
        
           


        

        
          E-2

          
            

          

        

        
           


        

      


      “Agreement” means this
Subscription Agreement.

      


      “Base Share Price” has the meaning ascribed
thereto in Section 11.16
hereof.

      


      “BC Investor Questionnaire” has
the meaning ascribed thereto in Section 3(d)
hereof.

      


      “BC Representation Letter” has
the meaning ascribed thereto in Section 3(d)
hereof.

      


      “BCSC” has the meaning ascribed
thereto in Section
8.3(b) hereof.

      


      “Business Day” means any day
except Saturday, Sunday and any day which shall be a legal holiday or a day on
which banking institutions in the State of New York generally are
closed.

      


      “Canadian Securities Laws” has
the meaning ascribed thereto in Section 8.3(b)(1)
hereof.

      


      “Closing” has the meaning
ascribed thereto in Section
2.5(a) hereof.

      


      “Closing Date” has the meaning
ascribed thereto in Section 2.5
(a) hereof.

      


      “Commission” means the United
States Securities and Exchange Commission.

      


      “Common Stock” means shares of
the Company's common stock, $0.001 (NTD: Is it $0.001 or $0.00001? – see
Recitals and Page 9 – REVISE) par value, orsuch securities that such stock shall
hereafter be reclassified into.

      


      “Company” has the meaning
ascribed thereto in the preamble.

      


      “Effective Date” has the
meaning ascribed thereto in Section 11.17
hereof.

      


      “Exercise Price” means the
exercise price of the Warrants as the same may from time to time be
adjusted.

      


      “Family and Friends” has the
meaning ascribed thereto in Section 8.3(b)
hereof.

      


      “Filing Date” has the meaning
ascribed thereto in Section
10.2 hereof.

      


      “NI-45-106” has the meaning
ascribed thereto in the recitals to this Agreement.

      


      “Offered Units” has the meaning
ascribed thereto in the recitals to this Agreement.

      


      “Offering”  has the
meaning ascribed thereto in the recitals to this Agreement.


      
        
           


        

        
          E-3

          
            

          

        

        
           


        

      

      


      “Person” means an individual or
a corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or political subdivision thereof) or other entity of any
kind.

      


      “Plan” has the meaning ascribed
thereto in Section
8.1(k) hereof.

      


      “Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceed­ing, such as a deposition), whether
commenced or threatened.

      


      “Qualified Investors” has the
meaning ascribed thereto in the recitals to this Agreement.

      


      “Registration Rights Agreement”
means the Registration Rights Agreement executed and delivered by
Subscriber and the Company pursuant to Sections 3 and 4 of this Agreement,
respectively.

      


      “Registrable Securities” has
the meaning ascribed thereto in Section 10.1
hereof.

      


      “Registration Statement” has
the meaning ascribed thereto in Section 10.2
hereof.

      


      “Regulation D” has the meaning
ascribed thereto in the recitals to this Agreement.

      


      “Regulation D Investor
Questionnaire” means the Investor Questionnaire delivered by the
Subscriber pursuant to Section
3(e) hereof.

      


      “Regulation D Investor Representative
Acknowledgment” means the Investor Representative Acknowledgment
delivered by the Subscriber pursuant to Section 3(e)
hereof.

      


      “Regulation S” has the meaning
ascribed thereto in the recitals to this Agreement.

      


      “Required Effectiveness Date”
has the meaning ascribed thereto in Section 10.2
hereof.

      


      “SEC Filings” has the meaning
ascribed thereto in Section
7.5 hereof.

      


      “Series A Warrants” has the
meaning ascribed thereto in the recitals to this Agreement.

      


      “Series B Warrants” has the
meaning ascribed thereto in the recitals to this Agreement.

      


      “Subscribed for Units” has the
meaning ascribed thereto in the recitals to this Agreement.

      


      “Subscriber” has the meaning
ascribed thereto in the preamble to this Agreement.


      
        
           


        

        
          E-4

          
            

          

        

        
           


        

      


      “Unit Purchase Price” has the
meaning ascribed thereto in Section 2.2 hereof.(NTD: It is
not defined in Section 2.2)

      


      “Unit Shares” has the meaning
ascribed thereto in the recitals to this Agreement.

      


      “U.S. Person” has the meaning
ascribed thereto in Regulation
S.

      


      “Warrants” shall mean the
Series A and Series B Warrants.

      


      “Warrant Shares” means,
collectively, the shares of the Company’s common stock issuable upon the
exercise of the Warrants.

      


      


      
        	
                2.

              	
                Subscription
      and Purchase of Shares;
Closing.

              


      

      


      
        	
              	
                2.1

              	
                Subscription
      and Purchase of Shares.

              


      

      


      
        (a)  Subject
to the terms and conditions herein set forth, the Subscriber hereby subscribes
for and agrees to purchase from the Company the Subscribed for Units, at a price
of US$0.50 per Subscribed for Unit.

      

      
        


      

      (b)  The
Subscriber acknowledges that this Agreement may be accepted or rejected by the
Company with respect to all or part of the amount subscribed and that, to the
extent the subscription may be rejected, the accompanying cash subscription
payment will be refunded without payment of interest and without deduction of
expenses.

      


      
        	
                 
      

              	
                2.2

              	
                Payment
      of Purchase Price.

              


      

      


      Simultaneously
with the execution and delivery of this Agreement by the Subscriber, the
Subscriber shall deliver to the company a dollar amount equal to (x) the number of Subscribed
for Units multiplied
by (y) the Unit
Purchase Price (the “Aggregate
Purchase Price”) by wire transfer of funds pursuant to wiring
instructions provided by the Company.

      


      
        	
                 
      

              	
                2.3

              	
                Limitations
      of Offering.

              


      

      


      The
Subscriber acknowledges that the Company is offering and selling the Offered
Units only to Qualified Investors. In order to assist the Company in determining
whether the Subscriber is an accredited investor, in the case of Subscribers
resident in British Columbia (NTD: according to recitals, residents of BC must
satisfy the prospectus delivery exemption requirement of NI-45-106), Canada, the
Subscriber has delivered to the Company a completed and signed BC Investor
Questionnaire and BC Representation Letter; and in the case of all other
Subscribers who are US Persons, a Regulation D Investor Questionnaire and, to
the extent applicable, the Regulation D Investor Representative
Acknowledgment.


      
        
           


        

        
          E-5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                2.4

              	
                No Minimum Number of
      Offered Units Need be Sold.

              


      

      


      The
Subscriber acknowledges that the Company is offering and selling the Offered
Units on a no minimum basis, and further acknowledges and understands that since
there is no minimum number of Offered Units to be sold, none of the subscription
proceeds will be held in an escrow account and all funds will be immediately
available to, and for use by, the Company. Subscriber further acknowledges that
it may be the only investor in the Offering.

      


      
        	
              	
                2.5

              	
                Closing.

              


      

      


      (a) The
Company will consummate the Offering (the “Closing”), at the offices of
the Company, no event later than 5:00 pm (local Vancouver, British Columbia,
time) on July 25, 2008 (NTD: Revise the Closing Date) (the “Closing Date”).

      


      (b) At
a Closing, the Company in its sole discretion shall either (i) accept this
subscription (in whole or in part) and shall cause its stock transfer agent to
deliver to the Subscriber certificate(s) for the Subscribed for Units, all
against delivery to the Company of the Aggregate Purchase Price for the
Subscribed for Units; or (ii) reject this subscription (or portion thereof) and
return or cause to be returned to the Subscriber, without interest, his/her/its
subscription payment or such portion thereof applicable to the rejected portion
of the Subscribers subscription. The Company shall also deliver to the
Subscriber a countersigned copy of this Subscription Agreement and the
Registration Rights Agreement, effective as of the Closing Date.

      


      
        	
              	
                2.6 

              	
                Use of
      Proceeds.

              


      

      


      The
Company will use the proceeds of this Offering for general working capital
purposes.

      


      
        	
                3.

              	
                Subscriber’s
      Closing Deliveries.

              


      

      


      At the
Closing, the Subscriber’s shall have delivered to the Company:

      


      
        	
                 
      

              	
                (a)

              	
                This
      Agreement, duly executed by the
Subscriber;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Aggregate Purchase Price by wire transfer in accordance with written
      instructions provided by the
Company;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                a
      duly completed and executed Registration Rights Agreement substantially in
      the form of Exhibit
      C hereto (the “Registration Rights
      Agreement”);

              


      

       

      (d)          
in the case of Subscribers who are residents of British Columbia, Canada, a completed and signed
Representation Letter substantially in the form of Exhibit
D hereto (the “BC
Representation Letter”) and Investor
Questionnaire  substantially in the form of Schedule
A to the BC
Representation Letter (the “BC Investor Questionnaire”);
and

       

      
        
           


        

        
          E-6

          
            

          

        

        
           


        

      


      (e)           in
the case of Subscribers who are US Persons,  a completed and signed
Investor Questionnaire substantially in the form of Exhibit
E hereto (the “Regulation D Investor
Questionnaire”), and to the extent applicable the Investor Representative
Acknowledgment substantially in the form attached to the Regulation D Investor
Questionnaire (the “Regulation
D Investor Representative Acknowledgment”).

       

      
        
          	
                  4.

                	
                  Company’s
      Closing Deliveries.

                


        

      

       

      At the
Closing the Company shall have delivered to the Subscriber:

       

      
        	
                 
      

              	
                (a)

              	
                If
      accepted by the Company, a duly countersigned copy of this Agreement, duly
      executed by the Subscriber;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                a
      duly countersigned copy of the Registration Rights
    Agreement;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Series A Warrant and the Series B Warrant;
and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                written
      instructions to its transfer agent to issue and deliver certificates
      representing the Unit Shares acquired by the Subscriber, all as more fully
      set forth on the signature page
hereto

              


      

      


      
        
          	
                  5.

                	
                  Company’s
      Conditions of Closing.

                


        

      

       

      The
Company’s obligation to sell the Subscribed for Units is subject to the
satisfaction or waiver, on or before the Closing Date, of the conditions
contained in this Section
5.

       

      
        	
                 
      

              	
                5.1

              	
                Representations,
      Warranties and Covenants.

              


      

       

      The
representations, warranties and covenants of the  Subscriber set forth
in Section 8 hereof
shall be true in all material respects on and as of the Closing
Date.

       

      
        	
                 
      

              	
                5.2

              	
                Closing
      Deliveries.

              


      

       

      The
conditions in Section 3
hereof shall have been satisfied or waived by the Company.

       

      
        
          
             


          

          
            E-7

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                5.3

              	
                No Adverse Action or
      Decision.

              


      

       

      There
shall be no action, suit, investigation or proceeding pending, or to
the  Subscriber’s knowledge, threatened, against or affecting the
Company or any of its properties or rights, or any of its affiliates,
associates, officers or directors, before any court, arbitrator, or
administrative or governmental body that (i) seeks to restrain, enjoin, prevent
the consummation of or otherwise adversely affect the transactions contemplated
by this Agreement, or (ii) questions the validity or legality of any such
transaction or seeks to recover damages or to obtain other relief in connection
with any such transaction.

       

      
        
          	
                  6.

                	
                  Subscriber’s
      Conditions of Closing.

                


        

      

       

      The
Subscriber’s obligation to purchase the Subscribed for Units is subject to the
satisfaction or waiver, on or before the Closing Date, of the conditions
contained in this Section
6.

       

      
        	
                 
      

              	
                6.1

              	
                Representations,
      Warranties and Covenants.

              


      

       

      The
representations, warranties and covenants of the Company set forth in Section 7 hereof shall be true
in all material respects on and as of the Closing Date.

       

      
        	
                 
      

              	
                6.2

              	
                Closing
      Deliveries.

              


      

       

      The
conditions in Section 4
hereof shall have been satisfied or waived by the Subscriber.

       

      
        	
                 
      

              	
                6.3

              	
                No Adverse Action or
      Decision.

              


      

       

      There
shall be no action, suit, investigation or proceeding pending, or to the
Company’s knowledge, threatened, against or affecting the Company or any of its
properties or rights, or any of its affiliates, associates, officers or
directors, before any court, arbitrator, or administrative or governmental body
that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise
adversely affect the transactions contemplated by this Agreement, or (ii)
questions the validity or legality of any such transaction or seeks to recover
damages or to obtain other relief in connection with any such
transaction.

       

      
        
          	
                  7. 

                	
                  Representations
      and Warranties of the
Company.

                


        

      

       

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

       

      
        
          
             


          

          
            E-8

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                7.1

              	
                Corporate
      Existence.

              


      

      


      The
Company is a Company duly organized, legally existing, and in good standing
under the laws of the State of Nevada with the requisite corporate power and
authority to own and use its properties and assets and to carry on its business
as currently conducted.

      


      
        	
                 
      

              	
                7.2

              	
                Authorization;
      Enforcement.

              


      

       

      The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement, and otherwise to
carry out its obligations hereunder.  The execution and delivery of
this Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the Company.  When executed and delivered in accordance with
the terms hereof, this Agreement shall constitute the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application. Anything herein to the
contrary notwithstanding, this Agreement shall not become a binding obligation
of the Company until it has been accepted by the Company as evidenced by its
execution by a duly authorized officer.

       

      
        	
                 
      

              	
                7.3

              	
                Agreement
      Not in Conflict.

              


      

       

      The
execution and delivery of this Agreement by the Company and the completion of
the transactions contemplated hereby do not and will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a
default under (whether after notice or lapse of time or both): (A) any statute,
rule or regulation applicable to the Company; (B) the charter documents, by-laws
or resolutions of the Company which are in effect at the date hereof; (C) any
mortgage, note, indenture, contract, agreement, instrument, lease or other
document to which the Company is a party or by which it is bound; or (D) any
judgment, decree or order binding the Company or, to the best of its knowledge,
information and belief, the property or assets of the Company.

       

      
        	
                 
      

              	
                7.4

              	
                Authorized and
      Outstanding Capital Stock.

              


      

       

      The
Company’s authorized capital stock consists of 56,625,122 shares of Common
Stock, $0.00001 par value per share and 10,000,000 shares of preferred stock,
$0.0001 par value per share. As of July 7, 2008, there were 56,625,122 shares of
Common Stock issued and outstanding and no preferred shares issued and
outstanding.  If all of the Offered Units are sold there will be an
aggregate of 64,625,122 shares of common stock issued and outstanding. The
Company has reserved for issuance up to 24,000,000 shares of Common Stock for
issuance in connection with the Offering.

       

      
        
           


        

        
          E-9

          
            

          

        

        
           


        

      

       

      
        	
              	
                7.5 

              	
                Reporting Issuer
      Status.

              


      

      


      The
Company is not a “reporting
issuer” in any province of Canada. The Company has a reporting obligation
under Section 15 (d) of the 1934 Act and files current, quarterly and annual
reports with the Commission on forms 8-K, 10-QSB and 10-KSB (collectively, the
“SEC Filings”). The
Company’s SEC Filings may be inspected and copied at the Public Reference Room
maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. You
can obtain information about operation of the Public Reference Room by
calling the Commission at 1-800-U.S. The Commission also maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
U.S.  Securities & Exchange Commission at http://www.sec.gov.
Copies of such material can be obtained from the public reference section of the
U.S.  Securities & Exchange Commission at prescribed rates. Since
January 1, 2007, the Company has timely filed all reports required to have been
filed by it pursuant to the 1934 Act.

      


      
        	
                 
      

              	
                7.6

              	
                Market for the
      Company’s Common Stock.

              


      

      


      The
Company’s common stock is quoted for trading on the over the counter bulletin
board securities market under the symbol ETHT.

      


      
        	
                8.

              	
                Representations,
      Warranties and Acknowledgements of Subscriber.

              


      

      


      
        	
              	
                8.1 

              	
                Representations,
      Warranties and Acknowledgements Applicable to all
      Subscribers.

              


      

      


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

      


      
        	
                 
      

              	
                (a)

              	
                Organization;
      Authority.

              


      

      


      (1)         The
Subscriber:

      


      (i)           if
a company, trust, partnership, qualified plan or other entity, it is duly
incorporated or formed, validly existing and in good standing under the laws of
the jurisdiction of its organization and is authorized and qualified to become a
holder of the Subscribed for Units, the person signing this Agreement on behalf
of such entity has been duly authorized to execute and deliver this agreement,
and the acquisition of the Subscribed for Units by the Subscriber and the
consummation by the Subscriber of the transactions contemplated hereby have been
duly authorized by all necessary action to be taken on the part of the
Subscriber and all necessary approvals of its directors, partners, shareholders,
trustees or otherwise (as the case may be) with respect to such matters have
been given or obtained; or

      


      (ii)           if
a natural person,  has the requisite power, authority and legal
capacity to execute and deliver this Subscription Agreement, to perform all of
his obligations hereunder and to undertake all actions required of the
Subscriber hereunder;


      
        
           


        

        
          E-10

          
            

          

        

        
           


        

      


      (2)           This
Agreement has been duly executed and delivered by the Subscriber  and
constitutes a valid and legally binding obligation of the Subscriber,
enforceable against the Subscriber, in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights generally and to general principles of equity.  The
entering into of this Agreement and the consummation of the transactions
contemplated hereby will not result in a violation of any of the terms or
provisions of any law applicable to the Subscriber, or of any agreement to which
the Subscriber is a party or by which he/she/it is bound, or, if the Subscriber
is not a natural person, any of the Subscriber’s charter documents.

       

      
        	
              	
                (b) 

              	
                Acquisition of
      Subscribed for Subscribed Units for
  Investment.

              


      

       

      The
Subscriber is acquiring the Subscribed for Units as principal for its own
account for investment purposes only and not with a view to or for distributing
or reselling the Subscribed for Units or any part thereof or interest therein,
without prejudice, however, to the Subscriber’s right, subject to the provisions
of this Agreement and in accordance with all applicable laws, at all times to
sell or otherwise dispose of all or any part of such Subscribed for Units as
otherwise permitted hereunder.

      


      
        	
                 
      

              	
                (c)

              	
                Experience
      of Subscriber.

              


      

      


      The
Subscriber either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as
to be capable of evaluating and assessing the merits and risks of the
prospective investment in the Subscribed for Units, and has so evaluated the
merits and risks of such investment and has determined that the Subscribed for
Units are suitable to investment for him.  If the Subscriber
is relying on its representatives to evaluate the risks and merits of an
investment in the Offered Units, it has caused its representative to complete,
execute and deliver the Investor Representative Acknowledgment.

      


      
        	
                 
      

              	
                (d)

              	
                No
      Advertisement.

              


      

      


      The
Subscriber is unaware of, is in no way relying on, and did not become aware of
the Offering through or as a result of, any form of general solicitation or
general advertising including, without limitation, any article, notice,
advertisement or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or electronic mail over the
Internet, in connection with the Offering and is not subscribing for Offered
Units and did not become aware of the Offering through or as a result of any
seminar or meeting to which the Subscriber was invited by, or any solicitation
of a subscription by, a person not previously known to the Subscriber in
connection with investments in securities generally.


      
        
           


        

        
          E-11

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (e)

              	
                Ability
      of Subscriber to Bear Risk of Investment.

              


      

       

      The
Subscriber acknowledges that the purchase of the Subscribed for Units is a
highly speculative investment, involving a high degree of risk and the
Subscriber is able to bear the economic risk of an investment in the Subscribed
for Units; and, at the present time, is able to afford a complete loss of such
investment.

       

      
        	
              	
                (f)

              	
                 No
      Conflict or Violation.

              


      

      


      The
execution, delivery and performance by the Subscriber of this Subscription
Agreement and the completion of the transaction contemplated hereby do not and
will not result in a violation of any law, regulation, order or ruling
applicable to the Subscriber, and do not and will not constitute a breach of or
default under any of the Subscriber's charter documents (if the Subscriber is
not a natural person) or any agreement to which the Subscriber is a party or by
which it is bound.

      


      
        	
                 
      

              	
                (g)

              	
                No Approval by
      Regulatory Authority.

              


      

      


      The
Subscriber understands that no securities commission, stock exchange,
governmental agency, regulatory body or similar authority has made any finding
or determination or expressed any opinion with respect to the merits of the
purchase of any of the Offered Units.

      


      
        	
                 
      

              	
                (h)

              	
                No Joint
      Action.

              


      

      


      Except as
disclosed in writing to the Company, the Subscriber does not act jointly or in
concert with any other person or company for the purposes of acquiring the
Subscribed for Units.

      


      
        	
              	
                (i) 

              	
                Professional
      Advice.

              


      

      


      The
Subscriber is responsible for obtaining such legal advice as it considers
appropriate in connection with the execution and delivery of this Agreement and
the purchase of the Offered Units. The Subscriber acknowledges that it has been
advised that no accountant or attorney engaged by the Company is acting as its
representative, accountant or attorney in connection with this Agreement and/or
the transactions contemplated hereby.

      


      
        	
                 
      

              	
                (j)

              	
                Information
      Provided by the Subscriber.

              


      

      


      All
information which the Subscriber has provided or is providing the Company, or to
its agents or representatives concerning the Subscriber’s suitability to invest
in the Company is complete, accurate and correct as of the date of the signature
on the last page of this Agreement.  Such information includes, but is
not limited to the Investor Questionnaire and information concerning the
Subscriber’s personal financial affairs, business position and the knowledge and
experience of the Subscriber and the Subscriber’s advisors.


      
        
           


        

        
          E-12

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (k)

              	
                ERISA
      Plans.

              


      

      


      The
fiduciary of the ERISA plan (the “Plan”) represents that such
fiduciary has been informed of and understands the Company’s investment
objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the
provisions of ERISA that require diversification of plan assets and impose other
fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible
for the decision to invest in the Company; (ii) is independent of the Company
and any of its affiliates; (iii) is qualified to make such investment decision;
and (iv) in making such decision, the Subscriber or Plan fiduciary has not
relied primarily on any advice or recommendation of the Company or any of its
affiliates.

      


      
        	
                 
      

              	
                (l)

              	
                Acquisition
      of Shares for Investment.

              


      

      


      The
Subscriber is acquiring the Subscribed for Units as principal for its own
account for investment purposes only and not with a view to or for distributing
or reselling the Subscribed for Units or any part thereof or interest therein.
 Except as otherwise disclosed in writing to the Company, the Subscriber is
not acting jointly or in concert with any other person or company for the
purposes of acquiring any of the Shares.

       

      
        	
                 
      

              	
                (m)

              	
                No
      Offering Memorandum.

              


      

       

      The
Subscriber acknowledges that the offering is being conducted without delivery of
an offering memorandum and that it has not relied on any oral representation,
warranty or information in connection with the offering of the Subscribed for
Units by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company.

       

      
        	
                 
      

              	
                (n)

              	
                No
      Representation as to Value of Offered
Units.

              


      

       

      The
Subscriber confirms that neither the Company nor any of its directors,
employees, officers, consultants, agents or affiliates, has made any
representations (written or oral) to the Subscriber regarding the future value
of the Offered Units and acknowledges and confirms that no representation has
been made to the Subscriber with respect to the listing of the Offered Units on
any exchange or that application has been or will be made be made for such
listing. In making its investment decision with respect to the Subscribed for
Units, the Subscriber has relied solely upon publicly available information
relating to the Company and the written representation made by or on behalf of
the Company herein.

       

      
        	
                 
      

              	
                (o)

              	
                Conditional
      Sale.

              


      

       

      The
Subscriber understands that the sale and delivery of the Subscribed for Units is
conditional upon such sale being exempt from the registration and prospectus
requirements under applicable securities legislation or upon the issuance of
such orders, consents or approvals as may be required to permit such sale and
delivery without complying with such requirements. If required under applicable
securities legislation or regulatory policy, or by any securities commission,
stock exchange or other regulatory authority, the Subscriber will execute,
deliver, file and otherwise assist the Company in filing such reports,
undertakings and other documents with respect to the issue of the Subscribed for
Units.

       

      
        
           


        

        
          E-13

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (p)

              	
                Tax
      Consequences.

              


      

       

      The
Subscriber understands that the investment in the Subscribed for Units may have
tax consequences under applicable taxation laws, that it is the sole
responsibility of the Subscriber to determine and assess such tax consequences
as may apply to its particular circumstances, and the Subscriber has not
received and is not relying on the Company for any tax advice
whatsoever.

       

      
        	
                 
      

              	
                (q)

              	
                Enforceability.

              


      

      


      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.

      


      
        	
                 
      

              	
                (r)

              	
                Risk
      Acknowledgement.

              


      

       

      The
Subscriber acknowledges that the purchase of the Offered Units is a speculative
investment involving substantial risks, including, but not limited to, the risks
set forth in the SEC Reports, which risks the Subscriber has reviewed and
considered, and are incorporated herein by reference.

      


      
        	
                 
      

              	
                (s)

              	
                Information Provided
      by the Company.

              


      

      


      The
Subscriber has been provided with copies of or access to all of the SEC
Reports.  There has been made available the opportunity to ask
questions of and receive answers from the Company concerning the terms and
conditions of this offering and to obtain any additional information (to the
extent the Company possesses such information or can acquire it without
unreasonable effort or expense) desired or necessary to verify the accuracy of
the information provided.  No oral or written representations or
warranties have been made to the Subscriber by the Company or any of its
officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries,
other than any representations of the Company contained herein, and in
subscribing for the Offered Units, the Subscriber is not relying upon any
representations other than those contained herein.

       

      
        	
                 
      

              	
                (t)

              	
                Other
      Offerings.

              


      

       

      Subscriber
acknowledges that the Company will, from time to time, offer and sell additional
shares of Common Stock on such terms and conditions as its board of directors,
in its sole discretion, may determine. The terms and conditions of the offer and
sale of any such additional shares of Common Stock may be different from and
better than the terms of this Offering.


      
        
           


        

        
          E-14

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (u)

              	
                Transfer
      Restrictions.

              


      

       

      The
Subscriber acknowledges that the certificates representing Unit Shares, the
Warrants and the Warrant Shares shall bear a restrictive legend in substantially
the following form:

      


      “THE
SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY
OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT
OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, IN COMPLIANCE WITH
REGULATION S AND/OR OTHER APPLICABLE EXEMPTION FROM, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT, OR (B) IN CANADA OR TO RESIDENTS OF CANADA EXCEPT
PURSUANT TO REGISTRATIONS AND PROSPECTUS EXEMPTIONS UNDER THE APPLICABLE
PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN EXEMPTION ORDER
MADE BY THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR(S), IN EACH CASE AS
EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY.”

      


      The
Subscriber understands and acknowledges that the Company has the right not to
record a purported transfer of the Subscribed for Units, the Unit Shares, the
Warrant or the Warrant Shares, without the Company being satisfied that such
transfer is exempt from or not subject to (a) registration under the 1933 Act
and any applicable state securities laws, and (b) the registration and
prospectus requirements under Canadian Securities Laws.

       

      In
addition to resale restrictions imposed under U.S. federal securities law, there
are additional restrictions on the Subscriber’s ability to resell the Subscribed
for Units under applicable Canadian Securities Law.

      


      The
Subscriber understands and acknowledges that the Company is not obligated to
file and, except as provided in the Registration Rights Agreements of even date
herewith between the Subscriber and the Company, has no present intention of
filing any registration statement or prospectus in respect of re-sales of the
Subscribed for Units, the Unit Shares or the Warrant Shares with the SEC in the
United States or with any of the provincial securities regulatory authorities in
Canada.


      
        
           


        

        
          E-15

          
            

          

        

        
           


        

      


      The
Subscriber confirms that it has been advised to consult its own legal and
financial advisors with respect to the suitability of the Subscribed for Units
as an investment for the Subscriber and the resale restrictions (including
“hold periods”) to which
the Subscribed for Units will be subject under applicable securities legislation
and confirms that no representation has been made to the Subscriber by or on
behalf of the Company with respect thereto.

      


      The
Subscriber will not resell any Subscribed for Units except in accordance with
the provisions of applicable securities legislation and stock exchange
rules.

       

      
        	
                 
      

              	
                8.2

              	
                Representation
      By Subscribers who are US Persons As to Accredited Investor Status under
      Regulations.

              


      

       

      If the
Subscriber is a U.S. Person, the Subscriber represents and warrants that he is
an Accredited Investor.

      


      
        	
                 
      

              	
                8.3

              	
                Additional
      Representations, Acknowledgements and Warranties by Subscribers Who Are
      Residents of British Columbia,
Canada.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Regulation
      S.

              


      

       

      If the
Subscriber is a resident of British Columbia, Canada, the Subscriber represents,
warrants, acknowledges, and covenants that:

       

      he is not
a “U.S. Person” as that
term is defined in Rule 902 of Regulation S;

       

      the
Subscribed for Units are being offered and sold in reliance on the exemptions
from the registration requirements of the 1933 Act provided by the provisions of
Regulation S as promulgated under the 1933 Act, and that the Subscribed for
Units may not be resold in the United States or to a US Person as defined in
Regulation S, except pursuant to an effective registration statement or an
exemption from the registration provisions of the 1933 Act as evidenced by an
opinion of counsel acceptable to the Company, and that in the absence of an
effective registration statement covering the Subscribed for Units or an
available exemption from registration under the 1933 Act, the Subscribed for
Units must be held indefinitely.  The Subscriber further acknowledges
that this Agreement is not intended as a plan or scheme to evade the
registration requirements of the 1933 Act;

       

      he is a
resident of British Columbia, Canada;

       

      he is
not, and on the Closing Date will not be, an Affiliate of the
Company;


      
        
           


        

        
          E-16

          
            

          

        

        
           


        

      


      all
offers and sales of the Subscribed for Units shall be made in compliance with
all applicable laws of any applicable jurisdiction and, particularly, in
accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to
registration of the Subscribed for Units under the 1933 Act or pursuant to an
exemption from registration.  In any case, none of the Subscribed for
Units have been and will be offered or sold by the Subscriber to, or for the
account or benefit of a U.S. Person or within the United States until after the
end of a one year period commencing on the date on which this Agreement is
accepted by the Company (the “Distribution Compliance
Period”), except pursuant to an effective registration statement as to
the Subscribed for Units or an applicable exemption from the registration
requirements of the 1933 Act;

       

      the
Subscribed for Units have not been offered to the Subscriber in the United
States and the individuals making the decision to purchase the Subscribed for
Units and executing and delivering this Agreement on behalf of the Subscriber
were not in the United States when the decision was made and this Agreement was
executed and delivered;

       

      he will
not engage in any activity for the purpose of, or that could reasonably be
expected to have the effect of, conditioning the market in the United States for
any of the Shares;

       

      neither
the Subscriber nor any of his affiliates will directly or indirectly maintain
any short position, purchase or sell put or call options or otherwise engage in
any hedging activities in any of the Subscribed for Units or any other
securities of the Company until after the end of the Distribution Compliance
Period, and acknowledges that such activities are prohibited by Regulation
S.

      


      
        	
                 
      

              	
                (b)

              	
                Canadian
      Exemptions Representations, Acknowledgements and
    Warranties.

              


      

       

      (1)           The
Subscriber understands that it is purchasing the Subscribed for Units pursuant
to certain exemptions from the registration and prospectus requirements of
applicable securities legislation in Canada (the “Canadian Securities Laws”)
afforded by, without limitation, Sections 2.3 [Accredited
Subscribers], and 2.5 [Family, friends and business associates] of NI 45-106
and, as a consequence, (A) certain rights, remedies and protections under
securities legislation will not be available to the Subscriber in connection
with the purchase of the Subscribed for Units; (B) the Subscriber may not
receive information that would otherwise be required to be provided to it under
securities legislation; and (C) the Company is relieved from certain obligations
that would otherwise apply under securities legislation;

      


      (2)           If
the Subscriber is a resident of either the province of Alberta or the province
of British Columbia, Canada, the subscriber represents that he is (i) purchasing the Subscribed
for Units as principal and is an “accredited subscriber” as
defined in NI-45-106, as
adopted by the British Columbia Securities Commission (the “BCSC”) and has delivered the
BC Representation Letter and the BC Investor Questionnaire, or (ii) is purchasing Subscribed
for Units as a principal and is either:


      
        
           


        

        
          E-17

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                a
      director, senior officer or control person of the Company, or of an
      affiliate of the Company,

              


      

       

      
        	
                 
      

              	
                a
      spouse, parent, grandparent, brother, sister or child of a director,
      executive officer or control person of the Company, or of an affiliate of
      the Company,

              


      

      


      
        	
                 
      

              	
                a
      parent, grandparent, brother, sister or child of the spouse of a director,
      executive officer or control person of the Company or of an affiliate of
      the Company,

              


      

       

      
        	
                 
      

              	
                a
      close personal friend of a director, executive officer or control person
      of the Company, or of an affiliate of the
  Company,

              


      

       

      
        	
                 
      

              	
                a
      close business associate of a director, senior officer or control person
      of the Company, or of an affiliate of the
  Company,

              


      

       

      
        	
                 
      

              	
                a
      founder of the issuer or a spouse, parent, grandparent, brother, sister,
      child, close personal friend or close business associate of a founder of
      the Company,

              


      

       

      
        	
                 
      

              	
                a
      parent, grandparent, brother, sister or child of the spouse of a founder
      of the Company,

              


      

       

      
        	
                 
      

              	
                a
      person of which a majority of the voting securities are beneficially owned
      by, or a majority of the directors are, persons described in paragraphs
      (i) to (vii), provided such person does not have a “prohibited
      relationship” with the Company, as that term is defined in subsection
      66(12.671) of the Income
      Tax Act (Canada), or

              


      

       

      
        	
                 
      

              	
                a
      trust or estate of which all of the beneficiaries or a majority of the
      trustees or executors are persons described in paragraphs (i) to (vii),
      provided such trust or estate does not have a “prohibited relationship”
      with the Company, as that term is defined in subsection 66(12.671) of the
      Income Tax Act
      (Canada).

              


      

       

      Collectively,
the categories of prospective investors described in paragraphs 5.7 (b) (2) (i)
through (ix) are herein referred to as “Family and
Friends”.  If the Subscriber is resident in Alberta or British
Columbia and is purchasing the Shares as an “accredited investor” within the
meaning of NI-45-106 or as Family and Friends the Subscriber must deliver, at
Closing, a duly completed and executed BC Representation Letter.

       

      
        
           


        

        
          E-18

          
            

          

        

        
           


        

      

       

      
        	
                9.

              	
                Reliance
      and Indemnification.

              


      

      


      
        	
                 
      

              	
                9.1

              	
                Reliance
      and Timeliness.

              


      

      


      The
Subscriber understands and acknowledges that (i) the Subscribed for Units are
being offered and sold to the Subscriber without registration under the
Securities Act in a private placement that is exempt from the registration
provisions of the Securities Act and (ii) the availability of such exemption,
depends in part on, and the Company will rely upon, the accuracy and
truthfulness of, the foregoing representations and warranties and the Subscriber
hereby consents to such reliance. The Subscriber agrees
that the representations, warranties and covenants of the Subscriber contained
herein (or in any representation letter or questionnaire executed and delivered
by the Subscriber pursuant to the provisions hereof) shall be true and correct
both as of the execution of this Subscription Agreement and as of the Closing
Date, and shall survive the completion of the distribution of the Unit Shares
and Warrants.  The
Subscriber hereby agrees to notify the Company immediately of any change in any
representation, warranty, covenant or other information relating to the
Subscriber contained in this Agreement, or any exhibit hereto, which takes place
prior to Closing.

      


      
        	
                 
      

              	
                9.2

              	
                Indemnification.

              


      

      


      The
Subscriber agrees to indemnify the Company, and each of its officers, directors,
employees, consultants and agents from and against all losses, claims, costs,
expenses, damages or liabilities that any of them  may suffer or incur
as a result of or in connection with their reliance on such representations,
warranties and covenants.

      


      
        	
                10. 

              	
                Registration
      Rights.

              


      

      


      10.1         Registrable
Securities.  The
Company shall grant the Subscriber registration rights with respect to the Unit
Shares and the Warrant Shares (collectively, the “Registrable Securities”) on
the terms set forth in the Registration Rights Agreement and
herein.

      


      10.2         Filing
Date. Subject to the terms and conditions set forth in the Registration
Rights Agreement, the Company shall prepare and file on or before the 90th day
following the Closing Date (the date of such filing being the “Filing Date”), a registration
statement or amendment thereto (the “Registration Statement”)
covering the resale of the Registrable Securities with the SEC and shall use its
best efforts to cause the Registration Statement to be declared effective by the
SEC no later than 120 days following the Filing Date (the “Required Effectiveness
Date”).  The Company shall pay all expenses of registration
(other than underwriting fees and discounts, if any, in respect of Registrable
Securities offered and sold under the registration statement by Subscriber, and
legal fees incurred by the Subscribers).  The Company agrees to use
its best efforts to file an initial written response to the SEC within twenty
(20) Business Days of receipt of any comments by the SEC relating to the
Registration Statement.


      
        
           


        

        
          E-19

          
            

          

        

        
           


        

      

       

      
        	
                11. 

              	
                Miscellaneous.

              


      

       

      
        	
              	
                11.1

              	
                Amendment;
      Waivers.

              


      

       

      No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by both the Company and the
Subscriber; or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought.  No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party
to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.

      


      
        	
              	
                11.2 

              	
                Survival of
      Representations and
Warranties.

              


      

      


      All
representations, warranties and agreements contained herein or made in writing
by or on behalf of any party to this Agreement in connection herewith shall
survive the execution and delivery of this Agreement.

       

      
        	
              	
                11.3

              	
                Successors
      and Assigns; No Third Party.

              


      

      


      This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns.  The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the Buyer, including by merger or consolidation. The Buyer may not
assign its rights or obligations under this Agreement. This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by any other person.

      


      
        	
              	
                11.4

              	
                Notices.

              


      

       

      Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this
Section prior to 4:30 p.m. (Pacific Standard Time) on a business day, (ii) the
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Agreement later than 4:30 p.m. (Pacific Standard Time) on any date and earlier
than 11:59 p.m. (Pacific Standard Time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.


      
        
           


        

        
          E-20

          
            

          

        

        
           


        

      

       

      The
address for such notices and communications shall be as follows:

       

      If to the
Company: At the address set forth next to the Company’s acceptance of this
Agreement as set forth on the signature page hereto; with copies to (which shall
not constitute notice hereunder):

      


      Sierchio  &
Company, LLP

      110 East
59th Street, 29th Floor

      New York,
NY 10022

      
        	
                 
      

              	
                Telephone:

              	
                212-246-3030

              


      

      
        	
                 
      

              	
                Facsimile:

              	
                212-486-0208

              


      

      
        	
                 
      

              	
                Attention:

              	
                Joseph
      Sierchio, Esq.

              


      

      


      If to the
Subscriber:  At the address set forth below the Subscriber’s name on
the signature page hereto; or, to such other address as may be designated in
writing hereafter, in the same manner, by such party.

      


      
        	
              	
                11.5 

              	
                Headings;
      Gender.

              


      

      


      The
headings herein are inserted for convenience only and do not constitute a part
of this Agreement.  Unless the context otherwise requires, all
references to articles and sections refer to articles and sections of this
Agreement, and all references to schedules are to schedules attached hereto,
each of which is made a part hereof for all purposes. The descriptive headings
of the several articles and sections of this Agreement are inserted for purposes
of reference only, and shall not affect the meaning or construction of any of
the provisions hereof. Whenever the context requires, the gender of any word
used in this Agreement includes the masculine, feminine or neuter, and the
number of any word includes the singular or plural.

      


      
        	
              	
                11.6

              	
                Remedies.

              


      

      


      In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, the Subscriber will be entitled to specific
performance of the obligations of the Company hereunder.  The Company
and the Subscriber agree that monetary damages would not be adequate
compensation for any loss incurred by reason of any breach of its obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific performance of any such obligation the defense that a remedy at law
would be adequate.

      


      
        	
              	
                11.7 

              	
                Entire
      Agreement.

              


      

      


      This
Agreement and the other writings referred to herein or delivered pursuant hereto
contain the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto.


      
        
           


        

        
          E-21

          
            

          

        

        
           


        

      


      
        	
              	
                11.8

              	
                Severability.

              


      

      


      If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

      


      
        	
              	
                11.9

              	
                 Counterparts.

              


      

      


      This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party.
This Agreement, once executed by a party, may be delivered to the other parties
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. In the event any signature is delivered
by facsimile transmission or by e-mail delivery, the party using such means of
delivery shall cause the manually executed execution page(s) hereof to be
physically delivered to the other party within five days of the execution
hereof, provided that the failure to so deliver any manually executed execution
page shall not affect the validity or enforceability of this
Agreement.

      


      
        	
              	
                11.10 

              	
                Maintenance of
      Reporting Status; Supplemental
  Information.

              


      

       

      So long
as any of the Warrants are outstanding, the Company shall timely file all
reports required to be filed with the Commission pursuant to the 1934
Act.  During such period, the Company shall not terminate its status
as an issuer required to file reports under the 1934 Act, even if the 1934 Act
or the rules and regulations thereunder would permit such
termination.  If at any time the Company is not subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will promptly furnish at its expense, upon request, for the benefit of the
holders from time to time of Securities, and prospective purchasers of
Securities, information satisfying the information requirements of Rule 144
under the 1933 Act.

       

      
        	
              	
                11.11

              	
                Form
      D; Blue Sky Laws.

              


      

      


      The
Company agrees to file a “Form D” with respect to the Offered Units as required
under Regulation D of the 1933 Act and to provide a copy thereof to the
Subscribers promptly after such filing.  The Company shall, on or
before the Closing Date, take such action as the Company shall reasonably
determine is necessary to qualify the Securities for sale to Purchaser at the
Closing pursuant to this Agreement under applicable securities or “blue sky”
laws of the states of the United States (or to obtain an exemption from such
qualification), and shall provide evidence of any such action so taken to
Purchaser on or prior to the Closing Date.


      
        
           


        

        
          E-22

          
            

          

        

        
           


        

      

       

      
        	
              	
                11.12

              	
                Fees
      and Expenses.

              


      

      


      Except as
otherwise provided herein, each of the parties hereto shall pay its own fees and
expenses, including attorney fees, in connection with the transactions
contemplated by this Agreement.

      


      
        	
              	
                11.13

              	
                Further
      Assurances.

              


      

      


      Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.

      


      
        	
              	
                11.14

              	
                No
      Strict Construction.

              


      

      


      The
Subscriber acknowledges that it has consented to and requested that all
documents evidencing or relating in any way to the sale of the Offered Units be
drawn up in the English language only. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any
party.

       

      
        	
              	
                11.15

              	
                Currency.

              


      

       

      All
dollar references herein are to U.S. dollars unless otherwise
indicated.

       

      
        	
              	
                11.16

              	
                Subsequent Issuances
      of Securities.

              


      

      


      If the
Company, at any time during the period from the Closing Date until the first
anniversary thereof, shall sell any Common Stock (or securities convertible into
shares of Common Stock), other than pursuant to the Warrants, currently issued
and outstanding options and warrants, or the Company’s employee stock option
plan at an effective price per share less than the  Purchase Price
(such lower price herein referred to as the “Base Share Price”) then the
number of Subscribed for Units issuable hereunder shall be increased by an
amount equal to (1)the quotient of the Aggregate Purchase Price payable
hereunder divided by Base Share Price less
(2) the quotient of the Aggregate Purchase Price divided by the Unit Purchase
Price.

      


      
        	
              	
                11.17

              	
                Effective
      Date.

              


      

      


      The
Closing Date shall be the “effective date” hereof.


      
        
           


        

        
          E-23

          
            

          

        

        
           


        

      


      
        	
              	
                11.18 

              	
                 Governing
      Law; Consent to Jurisdiction.

              


      

      


      The
corporate laws of the State of Nevada shall govern all issues concerning the
relative rights of the Company and its shareholders. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
for the adjudication of any dispute hereunder or in connection herewith or
therewith, or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

      


      SIGNATURES
APPEAR ON THE FOLLOWING PAGE


      
        
           


        

        
          E-24

          
            

          

        

        
           


        

      


      EXECUTION BY NATURAL
PERSONS

       

      


      IF
MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

      


      
        
          	 
      	
                  x   
      $0.50 Per Unit

                	
                  =
      $

                
	
                  Units
      subscribed for

                	
                  Purchase
      Price

                	
                  Aggregate
      Purchase Price

                


        

      

      


      
        
          	 
      
	
                   Exact
      Name in Which Title is to be
Held

                


        

      

      


      
        
          	 
      	 
      	 
      
	
                   Name
      (Please Print)

                	 
      	
                   Name
      of Additional Purchaser

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                   Residence:
      Number and Street

                	 
      	
                   Address
      of Additional Purchaser

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                   City,
      State and Zip Code

                	 
      	
                   City,
      State and Zip Code

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                   Social
      Security Number

                	 
      	
                   Social
      Security Number

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                   Telephone
      Number

                	 
      	
                   Telephone
      Number

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                   Fax
      Number (if available)

                	 
      	
                   Fax
      Number (if available)

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                   E-Mail
      (if available)

                	 
      	
                   E-Mail
      (if available)

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                   (Signature)

                	 
      	
                   (Signature
      of Additional Purchaser)

                


        

      

      


       

      ACCEPTANCE

       

      The
Company hereby accepts the above subscription for the Subscribed for Units
effective the ____________day of
________________,
2008.

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	 
      	 	
                                      Address:

                                    	
                                      Entheos
      Technologies, Inc.

                                    
	
                                      Entheos
      Technologies, Inc.

                                    	 	 
      	
                                      1628
      West 1st Avenue

                                    
	 
      	 
      	 
      	 	 
      	
                                      Suite
      216

                                    
	 
      	 
      	 
      	 	 
      	
                                      Vancouver,
      British Columbia,

                                    
	 
      	 
      	 
      	 	 
      	
                                      Canada

                                    
	 
      	 
      	 
      	 	 
      	
                                      Telephone:
      800-755-5815

                                    
	 
      	
                                      By:

                                    	 
      	 	 
      	
                                      Facsimile:
      604-659-5029

                                    
	 
      	
                                      Name:

                                    	
                                      Harmel
      S. Rayat

                                    	 	 
      	 
      
	 
      	
                                      Title:

                                    	
                                      Chief
      Financial Officer

                                    	 	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


       

      IN WITNESS WHEREOF, the
Subscriber has executed this Agreement on the ____day of  _________________, 2008.

      

        
          
             


          

          
            E-25

            
              

            

          

          
             


          

        



      EXECUTION BY SUBSCRIBER
WHICH IS AN ENTITY

       

      


       (Corporation,
Partnership, LLC, Trust, Etc.)

      


      
        
          	 
      	
                  x   
      $0.50 Per Unit

                	 
	
                  Units
      subscribed for

                	
                  Purchase
      Price

                	
                  Aggregate
      Purchase Price

                


        

      

      


      
        
          	 
      
	
                   Name
      of Entity (Please Print)

                


        

      

      


      
        
          
            	 
      	 
      
	
                     Office
      Address

                  	 
      
	 
      	 
      
	 
      	 
      
	
                     City,
      State and Zip Code

                  	 
      
	 
      	 
      
	
                     Telephone
      Number

                  	 
      
	 
      	 
      
	
                     Fax
      Number (if available)

                  	 
      
	 
      	 
      
	
                     E-Mail
      (if available)

                  	 
      


          

        

      

        

      
        
          	 
      	 
      	
                   By: 

                	 
      
	 
      	 
      	 
      	
                   Name:

                   Title:

                
	
                   [seal]

                	 
      	 
      	 
      
	
                   Attest:

                	 
      	 
      	 
      	 
      
	 
      	
                   (If
      Entity is a Corporation)

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                   Address

                


        

      

                         

      ACCEPTANCE

      The
Company hereby accepts the above subscription for the Subscribed for Units
effective the ____________day of
________________,
2008.

       

      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	 	
                            Address:

                          	
                            Entheos
      Technologies, Inc.

                          
	
                            Entheos
      Technologies, Inc.

                          	 	 
      	
                            1628
      West 1st Avenue

                          
	 
      	 
      	 
      	 	 
      	
                            Suite
      216

                          
	 
      	 
      	 
      	 	 
      	
                            Vancouver,
      British Columbia,

                          
	 
      	 
      	 
      	 	 
      	
                            Canada

                          
	 
      	 
      	 
      	 	 
      	
                            Telephone:
      800-755-5815

                          
	 
      	
                            By:

                          	 
      	 	 
      	
                            Facsimile:
      604-659-5029

                          
	 
      	
                            Name:

                          	
                            Harmel
      S. Rayat

                          	 	 
      	 
      
	 
      	
                            Title:

                          	
                            Chief
      Financial Officer

                          	 	 
      	 
      


                  

                

              

            

          

        

      

       

      
        
           


        

        
          E-26

          
            

          

        

        
           


        

      


       EXHIBIT D

      


      REPRESENTATION
LETTER

       

      FOR

       

      RESIDENTS
OF BRITISH COLUMBIA, CANADA

       

       

      
        	
                TO:

              	
                Entheos Technologies,
      Inc.

              


      

      1628
West 1st Avenue

      Suite
216

      Vancouver,
British Columbia, V6J 1G1

      Canada

      Telephone:
800-755-5815

      Facsimile:
604-659-5029

      


      


      In
connection with the purchase by the undersigned of Shares of the Company, the
undersigned is delivering this representation letter to the Subscription
Agreement between the undersigned and the Company, the undersigned hereby
represents, warrants and certifies to the Company that the undersigned is
resident in Alberta or British Columbia or is otherwise subject to the
securities laws of British Columbia, and is either (A) an “accredited investor”
within the meaning National Instrument 45-106 (Prospectus and Registration
Exemptions) on the basis that the undersigned fits within that category of
“accredited investor” identified on the attached Schedule to this Representation
Letter beside which the undersigned has marked its initials; or
(B) is purchasing the
Shares as a principal, and is (please check all applicable
descriptions):

       

      


      _____ (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 or child of a director, senior officer or control
person of the Company, or of an affiliate of the Company,

      


      _____ (iii) a parent, grandparent,
brother, sister or child of the spouse of a director, senior officer or control
person of the Company or of an affiliate of the Company,

      


      _____ (iv) a close personal friend of
a director, senior officer or control person of the Company, or of an affiliate
of the Company,

      


      _____ (v) a close business associate
of a director, senior officer or control person of the Company, or of an
affiliate of the Company,

      


      _____ (vi) a founder of the issuer or
a spouse, parent, grandparent, brother, sister, child, close personal friend or
close business associate of a founder of the Company,


      
        
           


        

        
          E-27

          
            

          

        

        
           


        

      

       

      _____ (vii) a parent, grandparent,
brother, sister or child of the spouse of a founder of the Company,

      


      _____ (viii) a person or company of
which a majority of the voting securities are beneficially owned by, or a
majority of the directors are, persons or companies described in paragraphs (i)
to (vii), or

      


      _____ (ix) a trust or estate of which
all of the beneficiaries or a majority of the trustees are persons or companies
described in paragraphs (i) to (vii).

      


       

      DATED:                                ,2008

       

      


       

      
        
          
            	 
      	 
      
	 
      	
                    (Name
      of Subscriber – please print)

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    (Authorized
      Signature)

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    (Official
      Capacity – please print)

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    (please
      print name of individual whose signature appears
  above)

                  


          

        

      

      


       

      
        	
                IMPORTANT:

              	
                IF
      APPLICABLE, PLEASE COMPLETE THE SCHEDULE TO THIS REPRESENTATION LETTER BY
      MARKING YOUR INITIALS BESIDE THE CATEGORY TO WHICH YOU
    BELONG.

              


      

       

      
        
           


        

        
          E-28

          
            

          

        

        
           


        

      

       

      SCHEDULE
A TO EXHIBIT D

       

      (ALBERTA
AND BRITISH COLUMBIA)

       

       

      PLEASE
COMPLETE THIS SCHEDULE BY MARKING YOUR INITIALS BESIDE THE CATEGORY OF
“ACCREDITED INVESTOR” TO WHICH YOU BELONG.

       

       

      Name
of the Subscriber:

       

       

      Authorized
Signatory:

       

       

      Date:                           ,2008

      


       

      Meaning
of “Accredited Subscriber”

       

       

      The term
“accredited investor” is defined in National Instrument 45-106 (Prospectus and Registration
Exemptions) to mean (Please check all the categories that apply to
you):

       

      The
following numbering is done with the Alt NG (general) numbering
macro.  The numbered paragraphs use List styles.  The
shortcut keys are Alt G1, Alt G2 etc.

       

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

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

                
	 
      	 
      	 
      
	 
      	 
      	
                  a
      subsidiary of any
      person referred to
      in paragraphs (a) to (b), 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;

                
	 
      	 
      	 
      
	 
      	 
      	
                  a
      person registered
      under the securities legislation of a jurisdiction of Canada, or as an
      adviser or dealer,
      other than a person registered solely as a limited market dealer under one
      or both of the Securities Act
      (Ontario) or Securities
      Act (Newfoundland and Labrador);

                
	 
      	 
      	 
      
	 
      	 
      	
                  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);

                
	 
      	 
      	 
      
	 
      	 
      	
                  the
      Government of Canada or a jurisdiction of Canada, or any crown
      corporation, agency or wholly owned entity of the Government of Canada or
      a jurisdiction of Canada;

                


        

      

      

        
          
             


          

          
            E-29

            
              

            

          

          
             


          

        

      

       

      
        
          	 
      	 
      	
                  a
      municipality, public board or commission in Canada and a metropolitan
      community, school board, the Comite’de gestion de la taxe scolaire de
      l’ile de Montreal or an intermunicipal management board in
      Quebec;

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

                
	 
      	 
      	 
      
	 
      	 
      	
                  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;

                
	 
      	 
      	 
      
	 
      	 
      	
                  an
      individual who,
      either alone or 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;

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

                
	 
      	 
      	 
      
	 
      	 
      	
                  an
      individual who, either alone or with a spouse, has net assets of at least
      $5,000,000;

                
	 
      	 
      	 
      
	 
      	 
      	
                  a
      person , other than an individual or investment fund, that has net assets
      of at least $5,000,000 as shown on its most recently prepared financial
      statements;

                
	 
      	 
      	 
      
	 
      	 
      	
                  an
      investment fund that distributes or has distributed its securities only to
      (i) a person that is or was an accredited investor at the time of the
      distribution, (ii) a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 (of NI-106) [Minimum
      amount investment], and 2.19 (of NI-106)
      [Additional
      investment in investment funds], or (iii) a person
      described in paragraph (i) or (ii) that acquires or acquired securities
      under section 2.18 (of NI-106) [Investment
      fund reinvestment];

                
	 
      	 
      	 
      
	 
      	 
      	
                  an
      investment fund that distributes or has distributed securities under a
      prospectus in a jurisdiction of Canada for which the regulator or, in
      Quebec, the securities regulatory authority, has issued a
      receipt;

                
	 
      	 
      	 
      
	 
      	 
      	
                  a
      trust company or trust corporation registered or authorized to carry on
      business under the Trust and Loan Companies Act
      (Canada) 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;

                
	 
      	 
      	 
      
	 
      	 
      	
                  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;

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

                
	 
      	 
      	 
      
	 
      	 
      	
                  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) above in
      form and function;

                
	 
      	 
      	 
      
	 
      	 
      	
                  a
      person in respect of which all of the owners of interests, direct or
      indirect or beneficial, except the voting securities required by law to be
      owned by directors, are persons that are accredited
    investors;

                
	 
      	 
      	 
      
	 
      	 
      	
                  an
      investment fund that is advised by a person registered as an adviser or a
      person that is exempt from registration as an adviser;
  or

                


        

      

      

        
          
             


          

          
            E-30

            
              

            

          

          
             


          

        

      

      


      
        
          	 
      	 
      	
                  a
      person that is recognized or designated by the securities regulatory or,
      except in Ontario and Quebec, the regulator as (i) an accredited investor,
      or (ii) an exempt purchaser in Alberta or British Columbia after NI-106
      comes into force

                


        

      

       

      The
following definitions relate to certain of the categories of “accredited
investor” set forth above:

       

      “adviser” means a person or
company engaging in or holding itself out as engaging in the business of
advising others with respect to investing in or the buying or selling of
securities or exchange contracts;

       

      “Canadian financial
institution” means (a) an association governed by the Cooperative Credit Associations
Act (Canada) or a central cooperative credit society for which an order
has been made under section 473(1) of that Act or (b) a bank, loan Company,
trust company, insurance company, treasury branch, credit union or caisse
populaire that, in each case, is authorized by an enactment of Canada or a
jurisdiction of Canada to carry on business in Canada or a jurisdiction of
Canada;

       

      “financial assets” means cash,
securities or a contract of insurance, a deposit or an evidence of a deposit
that is not a security for the purposes of securities legislation;

       

      “foreign jurisdiction” means a
country other than Canada or a political subdivision of a country other than
Canada;

       

      “fully managed account” means
an account of a client for which a person makes investment decisions if that
person has full discretion to trade in securities for the account without
requiring the client’s express consent to a transaction;

       

      “issuer” means a person or
company who: (i) has a security outstanding; (ii) is issuing a security; or
(iii) proposes to issue a security;

       

      “investment fund” has the same
meaning as in National Instrument 81-106 Investment Fund Continuous
Disclosure;

       

      “jurisdiction” means a province
or territory of Canada, except when used in the term foreign
jurisdiction;

       


      
        
           


        

        
          E-31

          
            

          

        

        
           


        

      

       

      “person” includes, an
individual, a corporation, a partnership, trust, fund and an association,
syndicate, organization or other organized group of persons, whether
incorporated or not, and an individual or other person in that person’s capacity
as a trustee, executor, administrator or personal or other legal
representative;

       

      “spouse” means, an individual
who, (a) is married to another individual and is not living separate and apart
with the meaning of the Divorce Act (Canada), from
the other individual , (b) is living with another individual in a marriage-like
relationship, including a marriage-like relationship between individuals of the
same gender, or (c) in Alberta, is an individual referred to in paragraph (a) or
(b), or is an adult interdependent partner with the meaning of the Adult Interdependent Relationships
Act (Alberta);

       

      “subsidiary” means an issuer
that is controlled directly or indirectly by another issuer and includes a
subsidiary of that subsidiary; and

       

      Affiliated
Issuers

       

      An issuer
is affiliated with another issuer if one of them is the subsidiary of the other
or if each of them is controlled by the same person.

       

      Control

       

      A person
is considered to control another person (second person) if (a) the first person,
directly or indirectly, beneficially owns or exercises control or direction over
securities of the second person carrying votes which, if exercised, would
entitle the first person to elect a majority of the directors of the second
person, unless that first person holds the voting securities only to secure an
obligation, (b) the second person is a partnership, other than a limited
partnership, and the first person holds more than 50% of the interest of the
partnership, or (c) the second person is a limited partnership and the general
partner of the limited partnership is the first person.

       

       

      All
monetary references in this Schedule A Exhibit “1.6(A)” are in Canadian
Dollars.

       

      
        
          
             


          

          
            E-32

            
              

            

          

          
             


          

        

      

       

      Exhibit
E

      


      Investor
Questionnaire

      


      Delivered

      


      Pursuant
to the Subscription Agreement

      


      Between

      the
Undersigned Subscriber

      and

      Entheos
Technologies, Inc.

      


      
        	
                To:

              	
                Entheos Technologies,
      Inc.

              


      

      1628
West 1st Avenue

      Suite
216

      Vancouver,
British Columbia, V6J 1G1

      Canada

      Telephone:
800-755-5815

      Facsimile:
604-659-5029

      


      


      This
Investor Questionnaire is being delivered by the undersigned (the “Subscriber”) pursuant to the
terms and conditions of the Subscription Agreement, between the Company and the
undersigned (the “Subscription
Agreement”) reference date ___________________, 2008. The
Subscriber has responded to the following questions in order to assist the
Company in determining whether the Subscriber is an Accredited Investor, as
defined in the Subscription Agreement.  All capitalized terms used
herein and not otherwise defined shall have the respective meaning ascribed
thereto in the Subscription Agreement.

       

      THE SUBSCRIBER HAS MARKED, COMPLETED AND INITIALED ALL APPROPRIATE SPACES ON
THE FOLLOWING PAGES INDICATING THE BASIS UPON WHICH THE SUBSCRIBER MAY QUALIFY
TO PURCHASE AN INTEREST. [INITIALING FEWER THAN ALL SPACES APPLICABLE TO THE
SUBSCRIBER MAY NOT PROVIDE THE COMPANY WITH ENOUGH INFORMATION TO DETERMINE IF
THE SUBSCRIBER IS A QUALIFIED INVESTOR].

       

      Please
complete Schedules I and II to this Investor Questionnaire to the extent
applicable.

       

      The
Subscriber represents and warrants that all of the information provided by it,
him or her  herein or in any exhibit hereto is true and correct as of
the date hereof.


      
        
           


        

        
          E-33

          
            

          

        

        
           


        

      


      Part I:   Accredited
Investor

      


      I confirm that I am an "accredited
investor" as defined under Rule 501 of Regulation D of the Securities Act as
checked below [Check and
initial whichever statements are applicable]:

      


      (1) The
Subscriber is  £ a natural
person, £
a trust, £
a corporation, £ a partnership,
£ other
(please specify) ______________________.

      


      (2)  The
Subscriber £ has £ has not
consulted with or been advised by anyone serving in the capacity of a investor
representative in evaluating the risks and merits of the purchase of the Offered
Units except as follows [if none, insert “NONE”].

      


      If the Subscriber has consulted with
a Subscriber representative, certain additional documentation (Schedule B
hereto) must be completed by the Subscriber and such advisor and submitted to
the Company. The Subscriber, or the Subscriber and the investor
representatives listed above together have such knowledge and experience in
financial and business matters that they are capable of evaluating the Company
and the proposed activities thereof and the merits and risks of this prospective
investment.

      


      If the Subscriber is a natural person,
please complete items (3) through (7).  If the Subscriber is other
than a natural person, please complete item (8).

      


      (3)          
State principal occupation: _____________________________________.

      


      (4)           I
have a net worth (or joint net worth with my spouse) of $1,000,000 or
more.

       

      £
Yes    
          £
No

      


      
        	
                (5)

              	
                I
      had an individual income in each of the last two years of $200,000 or
      more; and I reasonably expect to have an individual income in the current
      year of:

              


      

       

      £
Yes    
          £
No

      


      
        	
                (6)

              	
                My
      spouse and I had a joint income in each of the last two years of $300,000
      or more; and my spouse and I reasonably expect to have a joint income in
      the current year of at least
$300,000.

              


      

       

      £
Yes     
         £
No

      


      
        	
                (7)

              	
                I
      am a director, executive officer, or general partner of the issuer of the
      Offered

              	
                Shares
      being sold, or a director, executive officer or general partner of a
      general partner of the issuer.

              


      

       

      £
Yes    
          £
No

      


      
        	
                (8)

              	
                For prospective Subscribers
      which are not natural persons (Please Check and initial
      all appropriate boxes).

              


      

      


      £           The
Subscriber is a corporation and has not been formed for the specific purposes of
acquiring the Shares and has total assets exceeding $5,000,000.


      
        
           


        

        
          E-34

          
            

          

        

        
           


        

      


      £           The
Subscriber is a trust, has total assets exceeding $5,000,000 and was not formed
for the specific purpose of acquiring the Shares.  The decision to
invest in the Company by the trust was made by a person who has such knowledge
and experience in financial and business matters that he or she is capable of
evaluating the merits and risks of the prospective investment. Identify the name
and principal occupation of each such person directing the investment
decision.

      


      
        
          

        

      

      
         

        
          

        

      

      
 

      £           The
Subscriber is an organization described in Section 501(c)(3) of the Internal
Revenue Code, as amended, has not been formed for the specific purpose of
acquiring Shares and has total assets exceeding $5,000,000.

      


      £           The
Subscriber is an entity in which all of the equity owners are (a) individuals
who have individual or joint income in excess of $200,000 or $300,000,
respectively, in each of the past two years and reasonably expect a similar
level of income in the current year, (b) individuals whose net worth exceeds
$1,000,000; or (c) entities which are “accredited investors” (as such item is
defined in Rule 501 of Regulation D under the Securities
Act).  Identify and haves each equity owner of the Subscriber sign
opposite his name below, which signature shall be an representation by that
individual that he satisfies the criteria of clause (a), (b) or (c)
hereof  (Please complete and sign Schedule A
hereto).

       

      
        
          

        



      
        
          

        

      

    

     

     

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

    


    £           The
Subscriber is a private business development company as defined in section
202(a) (22) of the Investment Advisers Act of 1940.

    


    
      
        
           


        

        
          E-35

          
            

          

        

        
           


        

      

    

     

    Part
II:  General Business and Investment Experience

    


    1.            
Please check all applicable descriptions below for any general business,
investment or professional experience that you posses.

    


    
      
        
          	
                  £
      Securities Business Experience

                	
                  £ Small
      Business Experience

                
	
                  £ Business
      Owner

                	
                  £ Financial
      Advisor

                
	
                  £  Insurance
      Experience

                	
                  £ Maintain
      Brokerage Accounts

                
	
                  £  Attorney
      or Accountant

                	
                  £ Frequent
      Investor in private offerings

                
	
                  £ Self
      Employed

                	
                  £ Technology
      Experience

                
	
                  £  Own
      other penny stocks

                	
                  £ Stock
      Broker/Dealer

                


        

      

    

    


    
      
        
          
            
              
                
                  	
                          2.

                        	
                          Do
      you consider yourself knowledgeable about general business
      matter?

                        	 
      	
                          £ Yes
      £  No

                        
	
                          3.

                        	
                          Do
      you make your own business decisions?

                        	 
      	
                          £ Yes
      £  No

                        
	4.	
                          

                            Do
      you keep informed of business, financial or economic trends and
      conditions?

                          

                        	 
      	
                          £ Yes
      £  No

                        
	5.	
                          

                            Do
      you read financial publications or watch or listen to programs with
      financial themes?

                          

                        	 
      	
                          £ Yes
      £  No

                        
	6.	
                          

                            Do
      you invest in stocks, bonds, mutual funds, private businesses or
      auction industry?

                          

                        	 
      	
                          £ Yes
      £  No

                        
	7.	
                          

                            Have
      you ever been a principal in a partnership, or an officer
      or or director in a corporation or similar
    entity?

                          

                        	 
      	
                          £ Yes
      £  No

                        
	
                          8.

                        	
                          Have
      you every had or shared responsibility for running a
    business?

                        	 
      	
                          £ Yes
      £  No

                        
	
                          9.

                        	
                          Do
      you have more than 6 years of general business experience?

                        	 
      	
                          £ Yes
      £  No

                        
	
                          10.

                        	
                          Do
      you understand financial statements and balance sheets?

                        	 
      	
                          £ Yes
      £  No

                        
	
                          11.

                        	
                          Have
      you worked with attorneys and/or financial professionals regarding
      business matters?

                        	 
      	
                          £ Yes
      £  No

                        
	
                           

                        	 	 	 


                

              

            

          

        

      

    

     

    Part III: General Information About the
Subscriber (if a natural Person)

    


    
      	
               
      

            	
              (1)

            	
              My
      educational background is as
follows:

            


    

    


    College:____________  Degree:_____________  Year:___________

    


    Graduate
School:__________ 
Degree:______  Year:________

    


    
      
        
           


        

        
          E-36

          
            

          

        

        
           


        

      

    

     

    Professional
School: __________  Degree:_______  Year:_______

    


    
      	
               
      

            	
              (2)

            	
              I
      am _________ years of
      age.

            


    

    


    
      	
               
      

            	
              (3)

            	
              I
      £ am
      £ am
      not an executive officer, director or shareholder of other public
      companies.

            


    

    


    £ (1) 
(Applicable only if no
Company Representative is acting for the Subscriber.)  The
Subscriber has not authorized any person or institution to act as his Company
Representative (as that term is defined in Regulation D of the General Rules and
Regulations under the Securities Act) in connection with this
transaction.  The Subscriber is experienced in investment and business
matters and has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the prospective
investment in the Shares being offered on the terms and conditions set forth in
this Agreement which the Subscriber has read and understands.  In
connection with his review of this Agreement, the Subscriber has consulted with
such independent legal counsel or other advisers considered appropriate to
assist the Subscriber in evaluating his proposed investment in the
Company.  In particular, and not in limitation of the
foregoing, the Subscriber has taken full cognizance of and understands: (i) the
terms and conditions of this Agreement; and (ii) that there are substantial
"Risk Factors” associated with the purchase of Shares.

    


     £
(2)  (Applicable only if a Company
Representative is acting for the Subscriber).

    


    (a)       has
acted as the Investor Representative of the Subscriber. A copy of the Investor
Representative Acknowledgment (in the form attached hereto as Schedule B), has
been completed signed and delivered to the Company by both the Subscriber and
Investor Representative.

    


    (b)       In
evaluating a potential purchase of the Shares, the Subscriber has been advised
by the Investor Representative as to the merits and risks of the investment in
general and the suitability of the investment for the Subscriber in
particular;

    


    (c)       The
Investor Representative has confirmed to the Subscriber, in writing, (a copy of
which instrument shall be delivered to you upon execution of the Subscription
Agreement) the specific details of any and all past, present or future material
relationships, actual or contemplated, between the Company Representative and
the Company or any affiliate of any of the foregoing; and

    


    (d)       The
Subscriber has reviewed with such Investor Representative and, accordingly, has
taken full cognizance of and understands the terms and conditions of this
Agreement; and

    


    (e)       Either
directly or through his Investor Representative, the Subscriber
has:

    


    (1)        Been
furnished with such other information in connection with this transaction as has
been requested;

    


    (2)        Been
afforded the opportunity to ask questions of and receive answers from the
Company or persons acting on his behalf concerning the terms and conditions of
the transaction and to obtain any additional information, to the extent that the
Company possess such information or can acquire it without unreasonable effort
or expense, necessary to verify the accuracy of the information furnished; and
has availed himself of such opportunity to the extent he considers appropriate
in order to permit him to evaluate the merits and risks of an investment in the
Subscribed for Units.

    


    
      
        
           


        

        
          E-37

          
            

          

        

        
           


        

      

    

     

    (f)       The
Subscriber has signed and delivered the Investor Representative
Acknowledgement.

    


    In Witness Whereof the
Subscriber has signed this Investor Questionnaire on
this     th day
of                                    ,2008.

    


    


    
      
        
          
            	
                    Name
      of Subscriber:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    By
      Authorized Signatory:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Print
      Name if Other

                  	 
      	 
      	 
      
	
                    Than
      Subscriber:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Title
      of Signatory:

                  	 
      	 
      	 
      


          

        

      

    

    

      
        
           


        

        
          E-38

          
            

          

        

        
           


        

      

    

     

    Schedule
A to Exhibit B

    To
the Investor Questionnaire Delivered

    Pursuant
to Subscription Agreement

    


    Reference
Dated As of _________________,
2008 between the undersigned

    And

    Entheos
Technologies, Inc.

    


    TO
BE COMPLETED ONLY BY SHAREHOLDERS,
PARTNERS OR GRANTORS OF CERTAIN CORPORATIONS, PARTNERSHIPS AND TRUSTS,
RESPECTIVELY, WHO ARE PURCHASING THE SUBSCRIPTION SHARES, AS ACCREDITED
INVESTORS ON THE BASIS THAT ALL SUCH SHAREHOLDERS, PARTNERS OR GRANTORS THEREOF
ARE ACCREDITED INVESTORS.

    


    
      	
              To:

            	
              Entheos Technologies,
      Inc.

            


    

    1628
West 1st Avenue

    Suite
216

    Vancouver,
British Columbia, V6J 1G1, Canada

    Telephone:
800-755-5815

    Facsimile:
604-659-5029

    


    Dear
Sir;

    


    Please be
advised that the undersigned is a shareholder, partner, or grantor of/or in
_________________________(the
"Subscriber"), a
corporation/partnership/trust (circle applicable status).  The
undersigned is aware that, for purchase of the Subscribed for Units (as defined
in and subject to the terms of the Subscription Agreement of even date herewith
between the Subscriber and  Entheos Technologies, Inc. (the "Company"), certain
corporations, partnerships, trusts or other entities may qualify to purchase
Subscribed for Units, as an "Accredited Investor" as defined in Regulation D as
promulgated by the Securities and Exchange Commission if all of their equity
owners are Accredited Investors.

    


    Accordingly,
with knowledge that it will be relied upon by the Company, the undersigned
certifies and represents that (as applicable, please initial):

    


    __________(i)          the
undersigned has an individual net worth, or joint net worth with his/her spouse,
in excess of $1,000,000; or,

    _________(ii)           the
undersigned had an individual income in excess of $200,000 in each of the two
most recent years or joint income with his/her spouse in excess of $300,000 in
each of those two years and has a reasonable expectation of reaching the same
income level in the current year; or,

    _________(iii)         
the undersigned is a company  or partnership not formed for the
specific purpose of acquiring the securities offered hereby, with total assets
in excess of $5,000,000.

    


    
      
        
          	
                  Dated:                         ,2008

                	 
      	 
      	 
	 
      	 
      	
                  [Signature]

                	 
	 
      	 
      	
                  Print
      Name

                	 


        

      

    

    


    
      
        
           


        

        
          E-39

          
            

          

        

        
           


        

      

    

     

    Schedule
B to Exhibit E

     INVESTOR
REPRESENTATIVE ACKNOWLEDGMENT

    Confirmation
of Appointment by Subscriber

    Pursuant
to Subscription Agreement

    


    Reference
Dated As of ______________, 2008
between the undersigned

    And

    Entheos
Technologies, Inc.

    


    [TO
BE COMPLETED ONLY
IF AN INVESTOR REPRESENTATIVE HAS BEEN APPOINTED BY THE
SUBSCRIBER].

    


    Name
of Subscriber:

    


    The
undersigned (the "Subscriber") has appointed the
person named below as the Subscriber's  representative in connection
with the Subscription Agreement, dated as of  _____________, 2008 (the “Subscription Agreement”). All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed thereto in the Subscription Agreement.

    


    
      
        	
                Signature
      of Subscriber (if an individual):

              	 
      	 
      
	 
      	
                Name:

              	 
      


      

    

    


    


    


    Signature
of Subscriber (if not an individual):  Name:

    


    
      
        	 
      	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      	 
      
	 
      	
                Title:

              	 
      	 
      


      

    

    


    Acknowledgment
by Subscriber Representative

    


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

     

    1.         Name of
Investor Representative:

     

    Age:

    


    Address:

    


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

    


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

     

    4.        Have
you had prior experience in advising clients with respect to investments of this
type:£
Yes     £
No

    


    
      
        
           


        

        
          E-40

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


    8.         Except
as set forth in subparagraph (a) below, neither the subscriber’s representative
nor any of my affiliates (as such term is defined in Rule 405 under the
Securities Act of 1933, as amended) have any material relationship with the
Company or any of its affiliates; no such material relationship has existed at
any time during the previous two years; and no such material relationship is
mutually understood to be contemplated:

    


    (a)
[Provide details]

    


    


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

    


    9.        In
advising the Subscriber in connection with the Subscriber's prospective
investment in the Company, indicate whether you will be relying in part on the
Subscriber's own expertise in certain areas.

     

    £
Yes          £
No

    


    10.       In
advising the Subscriber in connection with the Subscriber's prospective
investment in the Company, indicate whether you relying in part on the expertise
of an additional purchaser representative or representatives.

    


    £
Yes          £
No

    


    11.     
The undersigned understands and acknowledges that the Company will be relying on
the accuracy and completeness of his responses to the foregoing questions;
and,  accordingly, represent and warrant to the Company as
follows:

    


    (a)  The
undersigned is acting as Subscriber’s Representative for the Subscriber in
connection with the Subscriber's prospective acquisition of Offered
Units;

    


    (b) The
answers to the above questions are complete and correct and may be relied on by
the Company in determining whether the Offering is exempt from registration
under the Securities Act of 1933, as amended, and applicable state securities
statutes;

    


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

    


    (d) The
undersigned is not an affiliate, partner or employee of the Company or an
affiliate, partner, officer, director or other employee of the Company's
affiliates, or a beneficial owner of 10% or more of any class of the equity
securities of the Company or any of its affiliates;

    


    
      
        
           


        

        
          E-41

          
            

          

        

        
           


        

      

    

    


    (e) The
undersigned has disclosed to the Subscriber in writing prior to the Subscriber's
acknowledgment of me as his/her/its Subscriber Representative, any material
relationship with the Company or its affiliates disclosed above;
and

    


    (f) The
undersigned personally (or, together with the Subscriber or the Additional
Subscriber Representative, if any, indicated above) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of the Subscriber's prospective acquisition
of  Offered Units.

    


    EXECUTED
as of
this           th day
of                          ,
2008.

    


    


    Name:

     

    


    By:
__________________________________

    Subscriber
Representative Signature

    


    Name
(Print):

    


    Title:

    


    


    Address:

    


    


    Telephone:

    


    Facsimile:

    


    Email
Address:

     

    
E-42