Filed by Automated Filing Services Inc. (604) 609-0244 -  ImVisioN Therapeutics Inc. - Exhibit 4.1






SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made effective as of the ______day of
_________________, 2007.

BETWEEN:

THE SUBSCRIBER NAMED ON THE EXECUTION
  PAGE 

  TO THIS AGREEMENT

(hereinafter called the
"Subscriber")

OF THE FIRST PART

AND:

IMVISION THERAPEUTICS INC.,

a Nevada corporation

(hereinafter called the “Company")

OF THE SECOND PART

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

1. Definitions

1.1 The following terms will have the following meanings for
all purposes of this Agreement.

	 	(a) 	
      "Agreement" shall mean this Agreement, and all schedules
      and amendments to in the Agreement.

	 	 	 
	 	(b) 	
      “Common Stock” means the shares of common stock of the
      Company, $0.001 par value per share.

	 	 	 
	 	(c) 	
      "Exchange Act" shall mean the United States Securities
      Exchange Act of 1934, as amended.

	 	 	 
	 	(d) 	
      "Offering" shall mean the offering of up 10,000,000
      shares of Common Stock by the Company at a price of $0.40 per
  share.

	 	 	 
	 	(e) 	
      “Prospectus” means the prospectus forming a part of the
      Registration Statement, as amended and supplemented from time to time in
      accordance with the rules and requirements of the Securities
Act.

	 	 	 
	 	(f) 	
      “Purchase Price” means the purchase price payable by the
      Subscriber to the Company in consideration for the purchase and sale of
      the Shares in accordance with Section 2.1 of this Agreement.

	 	 	 
	 	(g) 	
      “Registration Statement” means the registration statement
      on Form SB-2 filed by the Company with the SEC pursuant to the Securities
      Act, as amended.







2

	 	(h) 	
      "SEC" shall mean the United States Securities and
      Exchange Commission.

	 	 	 
	 	(i) 	
      "Securities Act" shall mean the United States Securities
      Act of 1933, as amended.

	 	 	 
	 	(j) 	
      "Shares" means those shares of Common Stock to be
      purchased by the Subscriber.

	 	 	 
	 	(k) 	
      “Subscriber” shall mean the Subscriber executing the
      signature page to this Agreement.



1.2 All dollar amounts referred to in this agreement are in
United States funds, unless expressly stated otherwise.

2. Purchase and Sale of Shares

2.1 Subject to the terms and conditions of this Agreement, the
Subscriber hereby subscribes for and agrees to purchase from the Company such
number of Shares as is set forth upon the signature page hereof at a price equal
to $0.40 US per Share. Upon execution, the subscription by the Subscriber will
be irrevocable.

2.2 The Subscriber will complete the purchase of the Shares by
delivering to the Company payment of the Purchase Price concurrently with the
execution and delivery of this Subscription Agreement by (i) cheque, bank draft
on cashier’s cheque payable to the Company, or (ii) wiring funds to the bank of
account of the Company in accordance with wire transfer instructions provided by
the Company to the Subscriber.

2.3 Upon execution by the Company, the Company agrees to sell
such Shares to the Subscriber for the Purchase Price subject to the Company's
right to sell to the Subscriber such lesser number of Shares as it may, in its
sole discretion, deem necessary or desirable.

2.4 Any acceptance by the Company of the Subscription is
conditional upon compliance with all securities laws and other applicable laws
of the jurisdiction in which the Subscriber is resident. Each Subscriber will
deliver to the Company all other documentation, agreements, representations and
requisite government forms required by the lawyers for the Company as required
to comply with all securities laws and other applicable laws of the jurisdiction
of the Subscriber.

2.5 Pending acceptance of this subscription by the Company, all
funds paid by the Subscriber shall be deposited by the Company and immediately
available to the Company for its corporate purposes. In the event the
subscription is not accepted, the subscription funds will be returned to the
Company as promptly as possible.

2.6 The Subscriber hereby authorizes and directs the Company to
deliver the certificates representing the securities to be issued to such
Subscriber pursuant to this Agreement to the Subscriber’s address indicated on
the signature page of this Agreement.

2.7 The Subscriber acknowledges and agrees that the
subscription for the Shares and the Company's acceptance of the subscription is
not subject to any minimum subscription for the Offering.




3

3. Agreements, Representations and Warranties of the
Subscriber

3.1 The Subscriber acknowledges and agrees that offer and sale
of the Shares has been registered by the Company under the Securities Act by the
filing of the Registration Statement with the Securities and Exchange
Commission.

3.2 The Subscriber acknowledges receipt from the Company of a
Prospectus prior to the execution of this Agreement and confirms that the
Subscriber has had the opportunity to review the Prospectus and to discuss the
Prospectus and an investment in the Shares with the Subscriber’s professional
advisors prior to execution of this Agreement.

3.3 This Agreement has been duly authorized, validly executed
and delivered by the Subscriber.

3.4 The Subscriber has satisfied himself or herself as to the
full observance of the laws of his or her jurisdiction in connection with any
invitation to subscribe for the Shares or any use of this Agreement, including
(i) the legal requirements within his jurisdiction for the purchase of the
Shares; (ii) any foreign exchange restrictions applicable to such purchase;
(iii) any governmental or other consents that may need to be obtained; (iv) the
income tax and other tax consequences, if any, that may be relevant to an
investment in the Shares; and (v) any restrictions on transfer applicable to any
disposition of the Shares imposed by the jurisdiction in which the Subscriber is
resident.

4. Representations and Warranties of the Company

4.1 The Company represents and warrants to the Subscriber and
acknowledges that the Subscriber is relying upon such representations and
warranties in connection with the execution, delivery and performance of this
Agreement:

	 	(a) 	
      The Company is a corporation duly incorporated and in
      good standing under the laws of the State of Nevada, and has the requisite
      corporate power and authority to conduct its business as it is currently
      being conducted, to enter into this Agreement and to sell the Shares to
      the Subscriber.

	 	 	 
	 	(b) 	
      The execution and delivery by the Company of this
      Agreement has been duly authorized by all necessary action on the part of
      the Company, and no further consent or action is required by the Company,
      its board of directors or its stockholders.

	 	 	 
	 	(c) 	
      The issuance of the Shares has been duly authorized by
      all necessary corporate action of the Company.

	 	 	 
	 	(d) 	
      Upon payment of the subscription price and issuance in
      accordance with the terms and conditions of this Agreement, the Shares
      will be validly issued, fully paid and non-assessable shares of the
      Company’s common stock.

	 	 	 
	 	(e) 	
      The existing stockholders of the Company have no
      pre-emptive or similar rights to purchase shares of Common Stock from the
      Company.

	 	 	 
	 	(f) 	
      The issue and sale of the Shares by the Company does not
      and will not conflict with, and does not and will not result in a breach
      of, any of the terms of its Articles of Incorporation or Bylaws or any
      agreement or instrument to which the Company is a
party.







4

5. Miscellaneous

5.1 Each party is entitled to rely on the representations,
warranties and agreements of each of the other parties and all such
representation, warranties and agreement will be effective regardless of any
investigation that any party has undertaken or failed to undertake. The
representation, warranties and agreements will survive the purchase and sale of
the Shares.

5.2 Each of the parties hereto will cooperate with the others
and execute and deliver to the other parties hereto such other instruments and
documents and take such other actions as may be reasonably requested from time
to time by any other party hereto as necessary to carry out, evidence, and
confirm the intended purposes of this Agreement.

5.3 This Agreement may not be amended except by an instrument
in writing signed by each of the parties.

5.4 Each party to this Agreement will bear its respective
expenses incurred in connection with the preparation, execution, and performance
of this Agreement and the transactions contemplated hereby, including all fees
and expenses of agents, representatives, counsel, and accountants. 

5.5 This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior
arrangements and understandings, both written and oral, expressed or implied,
with respect thereto. Any preceding correspondence or offers are expressly
superseded and terminated by this Agreement.

5.6 If one or more provisions of this Agreement is held to be
unenforceable under applicable law, such provision will be excluded from this
Agreement and the balance of this Agreement will be enforceable in accordance
with its terms.

5.7 All notices and other communications required or permitted
under to this Agreement must be in writing and will be deemed given if sent by
personal delivery, faxed with electronic confirmation of delivery,
internationally-recognized express courier or registered or certified mail
(return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as will be specified by like
notice):

If to the Investor:

at the address set forth on the

signature page to this Agreement

If to the Corporation:

ImVision Therapeutics
Inc.
Feodor-Lynen Str. 5, 30625, Hannover, Germany 
Facsimile:
+49-511-538-896-66 
Attention: Dr. Martin Steiner, Chief Executive
Officer

All such notices and other communications will be deemed to
have been received (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of a fax, when the party sending such fax has received
electronic confirmation of its delivery, (c) in the case of delivery by
internationally-recognized express courier, on the business day following
dispatch and (d) in the case of mailing, on the fifth business day following
mailing.




5

5.8 The headings contained in this Agreement are for
convenience purposes only and will not affect in any way the meaning or
interpretation of this Agreement.

5.9 This Agreement is and will only be construed as for the
benefit of or enforceable by those persons party to this Agreement.

5.10 This Agreement may not be assigned (except by operation of
law) by any party without the consent of the other parties.

5.11 This Agreement will be governed by and construed in
accordance with the laws of the State of Nevada applicable to contracts made and
to be performed therein. 

5.12 The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rule
of strict construction will be applied against any party. 

5.13 Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the date of its acceptance by the Company.




6

5.14 The schedules and exhibits are attached to this Agreement
and incorporated herein.

IN WITNESS WHEREOF, this Subscription Agreement is
executed as of the day and year first written above.

	Number of Shares Subscribed For: 	 	Shares 
	 	 	 
	Per Share Purchase Price: 	 	$0.40 per Share 
	 	 	 
	Aggregate Purchase Price: 	 	      $ 
	 	 	 
	Signature of Subscriber or Authorized Signatory
      of Subscriber: 	 	  
	 	 	 
	Name and Title of Authorized Signatory of 
      Subscriber (if Subscriber is not an  individual): 	 	  
	 	 	 
	Name of Subscriber: 	 	  
	 	 	 
	Address of Subscriber: 	 	  
	 	 	 
	 	 	 
	  	 	  
	ACCEPTED BY: 	 	  
	 	 	 
	IMVISION THERAPEUTICS INC. 	 	  
	 	 	 
	Signature of Authorized Signatory: 	 	  
	 	 	 
	Name of Authorized Signatory: 	 	  
	 	 	 
	Position of Authorized Signatory: 	 	  
	 	 	 
	Date of Acceptance: