Exhibit
      4.1

     

    
      

    


    
 

    ADVANCE
      DISPLAY TECHNOLOGIES, INC.

     

    
      
        

      



    Series
      G Preferred Stock

    SUBSCRIPTION
      AGREEMENT

     

    
      
 

      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ADVANCE
      DISPLAY TECHNOLOGIES, INC.

    


    Series
      G Preferred Stock

    SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT (this “Agreement”) is executed and delivered, as of the
      date set forth on the signature page hereof, by and between Advance Display
      Technologies, Inc., a Colorado corporation (the “Company”), and the undersigned
      subscriber (the “Subscriber”).

    


    1.  Subscription.
      Subject
      to the terms and conditions set forth in this Agreement, the Subscriber hereby
      agrees to subscribe for the number of shares of Series G Preferred Stock of
      the
      Company for the total capital commitment (the “Total Capital Commitment”) as set
      forth in the subscription schedule on the signature page (the “Subscription
      Schedule”). 

     

    2.  Acceptance.
      The
      Company, in consideration of and in reliance on the representations, warranties,
      covenants, and the Subscriber’s agreements and payment of the capital
      commitment, hereby accepts the subscription of the Subscriber and agrees to
      issue Series G Preferred Stock to the Subscriber, subject to the terms and
      conditions of this Agreement.

     

    3.  Issuance
      of shares.
      The
      Company shall have no obligation to issue any shares of Series G Preferred
      Stock
      to the Subscriber unless and until the Subscriber has made to the Company,
      and
      the Company has accepted, full payment of the Subscriber’s Total Capital
      Commitment as set forth in the Subscription Schedule.

     

    4.  Termination
      of Subscription.
      The
      Company may terminate its obligations under this Agreement at any time prior
      to
      the Company’s acceptance of full payment of the Total Capital Commitment and be
      relieved of all further obligations under this Agreement without thereby waiving
      any other rights the Company may have. In addition, the Company may, at its
      election, do one of the following: 

     

    (a) Accept
      all or any part of the Total Capital Commitment which the Subscriber has made
      to
      the Company and issue the related shares of Series G Preferred Stock;
      or

     

    (b) Reject
      all or any part of the Total Capital Commitment which the Subscriber has made
      to
      the Company and have no obligation to issue to Subscriber any shares of Series
      G
      Preferred Stock.

     

    5.  Restrictions
      on Transfer.

     

    5.1  The
      certificates representing the Series G Preferred Stock will bear a legend in
      substantially the following form:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
      WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    
      
        
        

      

      
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    5.2  No
      holder
      of Series G Preferred Stock may sell, transfer or dispose of any Series G
      Preferred Stock (except pursuant to an effective registration statement under
      the Securities Act) without first delivering to the Company an opinion of
      counsel (reasonably acceptable in form and substance to the Company) that
      neither registration nor qualification under the Securities Act and applicable
      state securities laws is required in connection with such transfer.

     

    6.  Subscriber’s
      Representations, Warranties, Covenants and Agreements.
      The
      Subscriber hereby represents and warrants to, and covenants and agrees with,
      the
      Company as follows:

     

    6.1  The
      Subscriber has been given adequate access to all information about the Company
      and its investment in the Company that was material to its decision to invest
      therein. The Subscriber has reviewed the Certificate of Incorporation of the
      Company. The Subscriber acknowledges that it is fully informed and knowledgeable
      about the Company, its business (the “Business”), management and personnel; that
      it has had discussions with the Company concerning the Business and has obtained
      information from the Company; and that the Company has answered all questions
      that the undersigned had concerning the Business. The Subscriber has been
      furnished materials relating to the Company, the Business and the financial
      condition of the Company and the offering of the Series G Preferred Stock that
      it has requested and has been afforded the opportunity to ask questions and
      receive answers concerning an investment in the Company. The Subscriber
      acknowledges that it has had the opportunity to request such additional
      information from the President of the Company.

     

    6.2  The
      Subscriber acknowledges that investment in the Company involves a substantial
      degree of risk and is suitable only for persons with adequate means who have
      no
      need for liquidity in their investments.

     

    6.3  The
      Subscriber acknowledges that no market for the Series G Preferred Stock exists
      nor is anticipated to develop and that, therefore, investment in the Company
      will not be liquid.

     

    6.4  The
      Subscriber has knowledge and experience in financial and business matters and
      is
      capable of evaluating the merits and risks of an investment in the Company
      and
      the suitability of the investment for Subscriber.

     

    6.5  The
      Subscriber is making this capital contribution for investment purposes only
      and
      has no present intention to sell or exchange the Series G Preferred Stock;
      the
      Subscriber has adequate means for providing for its current needs in any
      foreseeable contingency; and the Subscriber has no need to sell the Series
      G
      Preferred Stock in the foreseeable future.

     

    
      
        
        

      

      
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    6.6  The
      Subscriber, if a corporation, partnership, trust or other entity, is duly
      organized, and is authorized and otherwise duly qualified to purchase and hold
      the Series G Preferred Stock, and such entity has its principal place of
      business at the address set forth on the signature page hereof.

     

    6.7  The
      Subscriber, if an individual, is at least 21 years of age, has the legal
      capacity to execute, deliver and perform this Agreement, and has his or her
      residence at the address set forth on the signature page hereof.

     

    6.8  The
      Subscriber is an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act of 1933, as amended.


     

    6.9  All
      information which the Subscriber has provided to the Company concerning
      Subscriber, his or her financial position and knowledge of financial and
      business matters, or, in the case of a corporation, partnership, trust or other
      entity, the knowledge of financial and business matters of the person making
      the
      investment decision on behalf of such entity, including all information
      contained herein, is true and complete as of the date set forth at the end
      hereof, and if there should be any adverse change in such information prior
      to
      this subscription being accepted, the Subscriber will immediately provide the
      Company with accurate and complete information concerning any such
      change.

     

    6.10  The
      Subscriber acknowledges that no federal or state agency has made any finding
      or
      determination as to the fairness of this investment, nor any recommendation
      or
      endorsement, of the investment in the Series G Preferred Stock.

     

    6.11  The
      Subscriber acknowledges that the Series G Preferred Stock has not been
      registered under the Securities Act of 1933, as amended (the “Act”), or the blue
      sky laws of any state.

     

    6.12  The
      Subscriber understands that the Company has relied upon an exemption from
      registration provided in the Act and upon all of the foregoing representations
      and warranties of the Subscriber.

     

    6.13  The
      Subscriber certifies, under penalties of perjury, (i) that the social security
      or Federal taxpayer identification number shown on the signature page of this
      Agreement is true and complete and (ii) that the Subscriber is not subject
      to
      backup withholding either because Subscriber has not been notified that he
      or
      she is subject to backup withholding as a result of a failure to report all
      interest or dividends, or the Internal Revenue Service has notified Subscriber
      that he or she is no longer subject to backup withholding.

     

    7.  Confidential
      Information.
      The
      Subscriber acknowledges that the information, observations and data obtained
      by
      him or her during the course of his or her ownership of any interest in the
      Company concerning the business and affairs of the Company are the property
      of
      the Company, including information concerning acquisition opportunities in
      or
      reasonably related to the Business of which Subscriber becomes aware during
      such
      period. Therefore, the Subscriber agrees that he or she will not disclose to
      any
      unauthorized person or use for his or her own account any of such information,
      observations or data without the written consent of the President of the Company
      unless and to the extent that the aforementioned matters become generally known
      to and available for use by the public other than as a result of the
      Subscriber’s acts or omissions. The Subscriber agrees to deliver to the Company
      on the date of disposition of the Series G Preferred Stock held by him or her,
      or at any other time the Company may request in writing, all memoranda, notes,
      plans, records, reports and other documents (and copies thereof) relating to
      the
      Business (including, without limitation, all acquisition prospects, lists and
      contact information) which he or she may then possess or have under his or
      her
      control.

     

    
      
        
        

      

      
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    8.  Indemnification.
      The
      Subscriber agrees to indemnify and hold harmless the Company, its directors,
      officers, employees, stockholders and affiliates, and any person acting on
      behalf of the Company, from and against any and all damage, loss, liability,
      cost and expense (including attorneys’ fees) which any of them may incur by
      reason of the failure by the Subscriber to fulfill any of the terms or
      conditions of this Agreement, or by reason of any breach of the representations
      and warranties made by the Subscriber herein, or in any other document provided
      by the Subscriber to the Company. All representations, warranties and covenants
      contained in this Agreement, and the indemnification contained in this
      paragraph, shall survive the acceptance of this subscription.

     

    9.  Headings.
      The
      headings throughout this Agreement are for convenience of reference only, and
      shall in no way be deemed to define, limit, or add to the meaning of any of
      the
      provisions of this Agreement.

     

    10.  Counterparts.
      This
      Agreement may be executed in counterparts, both of which when taken together
      shall be deemed one original.

     

    11.  No
      Waiver.
      Notwithstanding any of the representations, warranties, acknowledg-ments or
      agreements made herein by the Subscriber, the Subscriber does not thereby or
      in
      any other manner waive any of the rights granted to him or her under federal
      or
      state securities laws.

     

    12.  Entire
      Agreement; Modification.
      This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof, and neither this Agreement nor any of the
      provisions hereof shall be waived, changed, discharged or terminated except
      by
      an instrument in writing signed by the party against whom any waiver, change,
      discharge or termination is sought.

     

    13.  Notice.
      Notices
      required or permitted to be given under this Agreement shall be in writing
      and
      shall be deemed to be sufficiently given when sent by registered or certified
      mail, postage prepaid, addressed to the other party at the address of such
      party
      set forth on the signature page to this agreement, or to such other address
      furnished by notice given in accordance with this paragraph.

     

    14.  Successors
      / Binding Effect.
      Except
      as otherwise provided herein, this Agreement shall be irrevocable and binding
      upon and inure to the benefit of the parties hereto and their respective heirs,
      executors, administrators, successors, legal representatives and assigns. If
      the
      Subscriber is more than one person, the obligations of the Subscriber shall
      be
      joint and several and the agreements, representations, warranties and
      acknowledgments herein contained shall be deemed to be made by and be binding
      upon each such person and his or her respective heirs, executors,
      administrators, successors, legal representatives and assigns.

     

    
      
        
        

      

      
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    15.  Assignment.
      Subscriber agrees not to transfer or assign this Agreement, or any of
      Subscriber’s interest herein without the written consent of the Company, which
      consent may be withheld in its sole discretion, and any such transfer or
      assignment in violation of this Agreement shall be null and void ab initio.
      Further, the Subscriber agrees that the transfer or assignment of the Series
      G
      Preferred Stock shall be made only in accordance with this Agreement, the
      Company’s Certificate of Incorporation and applicable laws.

     

    16.  Applicable
      Law.
      This
      Agreement and all rights and remedies hereunder shall be governed by and
      construed in accordance with the laws of the State of Colorado, without regard
      to the conflicts of laws thereof.

     

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    IN
      WITNESS WHEREOF, the undersigned Subscriber does represent and certify under
      penalty of perjury that the foregoing statements are true and correct and that
      it has, by the following signature, executed this Agreement as of April 4,
      2007.

    


    SUBSCRIBER:

    Iplan
      AR
      LLC

    
      	 	
            	
              Address
                for Notices:

            
	By: 	
              /s/
                Lawrence F. DeGeorge 
                

            	
                                                                                             
                

            
	Name:	Lawrence
              F.
              DeGeorge	
              
                                                                                               
                  

              

            
	Title: 	General
              Partner
              	
                                                                                             
                

            
	 	 	 
	
              Taxpayer
                Identification or Social Security Number of Subscriber:

              
                                                                                               
                  

              

            	
              Telephone:

              
                                                                                               
                  

              

            


    

    


    Subscription
      Schedule

     

    
      	
              Number
                of shares subscribed for

            	
              Capital
                Commitment per share 

            	
              Total
                Capital Commitment

            
	
              8,400

            	
              $100

            	
              $840,000

            


    

    


     

    Subscription
      accepted on

    April
      4,
      2007.

    


    ADVANCE
      DISPLAY TECHNOLOGIES, INC.

    7334
      South Alton Way, Suite F

    Centennial,
      CO  80112

    (303)
      267-0111

     

    
      	By: 	
              /s/
                Matthew W. Shankle 

            
	 	Matthew W. Shankle
	 	President


    

                  
      

    
      
        
        

      

      
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