CURRENT TECHNOLOGY CORPORATION (a corporation formed under the laws of the Canada Business Corporations Act) Private Placement of up to 25,000,000 Units Purchase Price: $0.10 per Unit Each Unit Consisting of One Share of Common Stock and One Five-Year Warrant to Purchase One Share of Common Stock at an Exercise Price of $0.15 per Share SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER

(a corporation formed under the laws of the Canada Business Corporations Act)

THE UNITS OFFERED HEREBY (THE “UNITS” OR “SECURITIES”) ARE OFFERED BY CURRENT TECHNOLOGY CORPORATION (THE “COMPANY” OR “CTC”) THROUGH ITS OFFICERS AND DIRECTORS, ALTHOUGH THE COMPANY MAY PAY FINDERS FEES OR COMMISSIONS TO PERSONS WHO INTRODUCE INVESTORS TO THE COMPANY. THE UNITS ARE OFFERED ON A “BEST EFFORTS” BASIS (THE “OFFERING”) PURSUANT TO SECTION 4(2) AND REGULATION D, RULE 506, PROMULGATED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE OFFERING IS DIRECTED SOLELY TO PERSONS WHO MEET THE DEFINITION OF “ACCREDITED INVESTOR” SET FORTH IN RULE 501(A) OF REGULATION D. THE UNITS ARE NOT CURRENTLY REGISTERED UNDER THE ACT NOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 UNDER THE ACT. THE UNITS MAY NOT BE OFFERED OR SOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE DELIVERY OF THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION WITH RESPECT TO THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This Subscription Agreement and Investment Letter (the “Agreement”) is entered into for the purpose of accepting an Offer to purchase Units in the Company. The Units will be issued at the rate of $0.10 per Unit. Each Unit consists of one share of the Company’s common stock and one five-year warrant to purchase one share of common stock at an exercise price of $0.15 per share.

It is understood that this Agreement is not binding until the Company accepts it in writing, and that it then becomes binding in accordance with the terms of this Agreement. In connection with the undersigned’s investment in the Company, the undersigned subscriber (the “Subscriber”) is asked to make the representations set forth in this Agreement.

Receipt and Review of Information and Documents. 

All information set forth herein is given as of the date set forth on the cover page. The following documents are available to subscribers upon request and, if requested by the undersigned, have been delivered to and received and reviewed by the undersigned: (i) the Company's Form 20-F for the year ended December 31, 2006, which includes audited financial statements as of December 31, 2006 and for the two fiscal years then ended (the “Form 20-F”); (ii) the Company’s quarterly report for the periods ended March 31, 2007, June 30, 2007 and September 30, 2007 all as filed with the British Columbia Securities Commission on its SEDAR filing system; and iii) press releases issued by the Company and dated December 5, 2007 and January 7, 2008. In addition, the undersigned represents that he or she has received all other documents which the undersigned deemed necessary to confirm the information set forth herein which were requested by the undersigned. All of the foregoing documents have been reviewed by the undersigned and, to the extent deemed appropriate by the undersigned, by his financial and legal advisors.

The Company currently is authorized to issue an unlimited number of no par value common stock and no par value Class A preference shares. As of December 31, 2007, the Company had 103,892,023 shares of common stock outstanding and no preference shares outstanding.

Each share of common stock is entitled to share pro rata in dividends and distributions, if any, with respect to the common stock when, as and if declared by the Board of Directors from funds legally available for such purpose. No holder of any shares of common stock has any preemptive rights to subscribe for any securities of the Company. Upon liquidation, dissolution or winding up of the Company, each share of the common stock is entitled to share ratably in the amount available for distribution to holders of common stock. All shares of common stock presently outstanding are fully paid and nonassessable.

Each shareholder is entitled to one vote for each share of common stock held. There is no right to cumulate votes for the election of directors. This means that holders of more than 50% of the shares voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining less than 50% of the shares voting for the election of directors will not be able to elect any person or persons to the Board of Directors.

Net proceeds of this Offering will be used to provide working capital to Celevoke, Inc. It will be necessary for the Company to raise additional equity or debt financing. There can be no assurance that the Company will be able to raise any additional funding.

Please refer to the Company’s Form 20-F for some of the risks associated with the Company.

Arbitrary Determination of Offering Price. The Offering price of the Units has been determined arbitrarily by management’s subjective assessment of the Company's current position and prospects and the current trading price of the Company’s common stock. The Offering price does not bear a relationship to the Company's assets, book value or other recognized criteria of value and should not be regarded as an objective valuation or an indication of any future resale value of the shares of common stock underlying the Units.

Lack of Marketability of Shares and Warrants. The shares of common stock and warrants underlying the Units are restricted securities as that term is defined under Rule 144 of the Act. Therefore, neither the shares nor the warrants may not be readily liquidated in the event of an emergency. Purchasers must be prepared to hold the Securities for an indefinite period of time.

No Dividends. The Company does not intend to declare any dividends in the foreseeable future. Investors who require income from dividends should not purchase these Securities.

Investor Representations and Qualifications. 

The Offering is being conducted in reliance upon the non-public offering exemptions from registration provided in Sections 4(2) of the Act and Regulation D, Rule 506 promulgated under the Act. No registration statement or other filing has been made with the Securities and Exchange Commission. The conditions of these exemptions include, but are not limited to, satisfaction of certain requirements pertaining to the purchasers of the Securities offered hereby.

1. Limitations on Resale of Securities Acquired in this Offering. The Securities acquired in this offering will be “restricted securities” and may in the future be sold only in compliance with limited exemptions from registration under the Act, the availability of which must be established to the satisfaction of the Company. The following legends will be placed on the certificates evidencing the shares and warrants:

The securities represented by this Certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the corporation.

The security represented by this certificate is subject to a hold period expiring on January 3, 2009 and may not be traded in British Columbia until the expiry of the hold period, except as permitted by the Securities Act (British Columbia) and Regulations made under the Act.

In addition, stop transfer instructions regarding the Securities will be issued to the transfer agent of the Company. The Company will refuse to register any transfer of the Securities not made pursuant to registration under the Act, or pursuant to an available exemption from registration.

2. Receipt and Review of Information. The Subscriber has received and reviewed the documents listed above, and has been given the opportunity to discuss the business, properties, financial condition, and affairs of the Company with its management. The Subscriber has reviewed this information and his contemplated investment with his legal, investment, financial, and tax and accounting advisors to the extent the undersigned deems such review necessary. As a result, the undersigned is cognizant of the financial condition, capitalization, and proposed operations and financing of the Company, and the Subscriber has available full information concerning its affairs and has been able to evaluate the merits and risks of the investment in the Securities. Further, the Subscriber represents that all of his questions have been answered and that all information requested has been provided.

3. Investor Has Not Relied on Other Information. The Subscriber acknowledges and understands that the Company has not authorized any person to make any statements on its behalf which would in any way contradict any of the information which the Company has provided to the Subscriber in writing, including the information set forth in this Agreement. The Subscriber further represents to the Company that the Subscriber has not relied upon any such representations regarding the Company, its business or financial condition, or this transaction in making any decision to acquire the Securities offered hereby. If the Subscriber becomes aware of conflicting information, the undersigned will discuss this with management of the Company.

4. Sophisticated Investor/Accredited Investor Status. The Subscriber represents that he is a sophisticated investor in securities with companies in the development stage and acknowledges that he is able to fend for himself, can bear the economic risk of his investment, and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of the investment in the Securities. In addition, the Securities will be sold only to persons who are “accredited investors” as defined under the federal securities laws. Subscribers are asked to furnish information and representations sufficient for the Company to confirm the subscriber's status as an accredited investor in order for the Company to comply with its obligations to demonstrate compliance with federal and with state securities laws. Please indicate each of the following categories in which the undersigned qualifies:

	An employee benefit plan within the meaning of Title I 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) of such Employee Retirement Income Security Act, which is either a bank, 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 otherwise accredited investors.		A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Shares, whose purchase is directed 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 an investment in the Shares.   A bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity.
	A private business development company as defined in Section 202(a)(22) of the Invest-ment Advisors Act of 1940.		A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
	An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or a partnership (in each case not formed for the specific purpose of acquiring the Shares) with total assets in excess of $5,000,000.		An 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 the Investment Company Act of 1940.
	A natural person whose net worth, individually or jointly with spouse, exceeds $1,000,000 at this time (including the value of that person's principal residence valued at either (x) cost, including cost of improvements, net of current encumbrances on the property, or (y) the appraised value of the property as determined by a written appraisal used by an institution lender making a loan to that person secured by the property, including subsequent improvements, net of current encumbrances on the property).		A Small Business Investment 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.
	A natural person who had an individual income in excess of $200,000 in each of the two most recent calendar years or joint income with spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same level of income in the current calendar year.		Any entity in which all the equity owners are accredited investors (i.e., by virtue of their meeting any of the other tests for an “accredited investor”).   Any director or executive officer of the Company.

 

This Agreement may be amended or modified only in writing signed by the parties.

This Agreement binds and inures to the benefit of the representatives, successors and permitted assigns of the respective parties.

This Agreement is made under, shall be construed in accordance with and shall be governed by the laws of the State of Colorado.

Any controversy, claim, dispute and matters of difference with respect to this Agreement and the transactions contemplated hereby shall be resolved through submission to arbitration in Denver, Colorado according to the rules and practices of the American Arbitration Association from time to time in force.

By the undersigned's execution below, it is acknowledged and understood that the Company is relying upon the accuracy and completeness hereof in complying with certain obligations under applicable securities laws. The undersigned recognizes that the sale of the Units by the Company will be based upon his representations and warranties set forth herein and the statements made by the undersigned herein.

The representations and warranties made by the Company, and attached hereto as Schedule B, which forms part of this Agreement.

The “Summary of Offering” attached hereto as Schedule A forms a part of this Agreement.

The 5 equal monthly installments of $500,000 each referred to in Schedule A are to be paid as follows:

 

Date	Amount
January 4, 2008*	$500,000
January 31, 2008	$500,000
February 28, 2008	$500,000
March 31, 2008	$500,000
April 15, 2008	$500,000

* The first installment is to be paid directly to Celevoke, Inc.

Definitive legal documentation shall (i) be fully executed and delivered within 30 calendar days of the date hereof, and (ii) contain such additional and supplementary provisions, including, without limitation, customary representations, warranties, and covenants, as are appropriate to preserve and protect economic benefits intended to be conveyed to the Company and to the Subscriber pursuant hereto.

 

IN WITNESS WHEREOF, subject to acceptance by the Company, the undersigned has completed this Agreement to evidence the undersigned's subscription for $2,500,000.

 

Date: January 10, 2008	Subscriber:	/s/ Jeremy Barbera
	Print Name:	MSGI Securities Solutions, Inc.
		Jeremy Barbera, Chairman and CEO
	Address:	575 Madison Avenue
		New York, NY
		USA 10022

Exact name(s) in which the certificates for Shares and Warrants are to be issued:

This Agreement is hereby accepted as of the 10^th day of January 2008

	CURRENT TECHNOLOGY CORPORATION
	/s/ R. Kramer
	Authorized Officer

 

Investment	Current Technology Corporation (the “Company”)
Symbol	OTCBB: CRTCF
Investor	MSGI Security Solutions, Inc. (“MSGI”)
Securities offered	25 million shares at $ .10 per share; and five-year warrants (the “Warrants”) to purchase that number of shares of the Company’s common stock (the “Common Stock”) sufficient to provide the Investors with 100% “warrant coverage” priced at $ .15 per share. This investment will have standard anti-dilution provisions.
Purchase price	$2.5 million in the form of 5 equal monthly installments of $500,000. 5,000,000 Common Shares and Warrants to be released from escrow upon receipt by the Company of each $500,000 installment.
Additional Conditions:
Outsourcing	Celevoke to outsource 25% of its business to MSGI.
Governance	MSGI will maintain one board seat on the Company’s Board of Directors., commencing in Q1 of 2008.
Re-Domicile	The Company will take the necessary steps to redomicile the company in the United States within six months.
Use of Proceeds	It is understood that the use of proceeds will be for the expansion of the Celevoke platform, which the Company is in the process of acquiring through a 51% controlling interest.
Events of default	The definitive documentation shall contain normal and customary events of default.
Certain investor rights	The Company will not take any of the following actions or permit any of the following events from occurring without receiving the prior written approval of MSGI: (i) redeem any shares of the Company’s capital stock; or (ii) other than to Keith Denner, issue debt securities or otherwise incur indebtedness for borrowed money (other than (a) to a strategic investor in connection with a strategic commercial agreement or transaction as determined in good faith by the Company’s Board of Directors, (b) pursuant to an unsecured commercial borrowing, lending or lease financing transaction approved in good faith by the Company’s Board of Directors, or (c) pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the assets, or other reorganization); (iii) issue any variable price equity or variable price equity linked securities; or (iv) undertake any reverse stock splits.

 

 

Expense Reimbursement	The Company will reimburse MSGI for all directly related expenses upon closing of this transaction, which includes but is not limited to; business evaluation services and legal services, such reimbursement to be in the form of the Company’s securities.
Market Exclusivity	MSGI will be granted a worldwide non-exclusive license for the Celevoke technology with exclusivity in certain predetermined industries and sectors.
Investor Relations	The Company will enter into an agreement with Piedmont IR to create exposure and market awareness of the new business platform, plus general investor relations services.
Future company offerings	MSGI will have a right of participation with respect to each and every offering of securities that the Company proposes to effect. MSGI will respond within (5) business days once an offer (term sheet) is presented to them.
Board Consent	This Offering is subject to approval by the MSGI Board of Directors and the Company’s Board of Directors
Due diligence and definitive legal documentation	The offering will be subject to a satisfactory due diligence review of the Company and its operations by MSGI and their counsel and other representatives. The offering is also subject to the negotiation and execution of definitive legal documentation, which will be prepared by MSGI legal counsel for review and comment by the Company’s legal counsel.

The foregoing terms and conditions are acceptable to the parties signing below as a basis for proceeding with the work that must be completed before the investment described in this Summary of Offering can be consummated.

Executed as of the 28^h day of December 2007.

MSGI SECURITY SOLUTIONS, INC.			CURRENT TECHNOLOGY CORPORATION
By:	/s/ Jeremy Barbera		By:	/s/ R. Kramer
	Jeremy Barbera			Robert Kramer
	Chairman and CEO			Chairman and CEO

 

 

 

(a) Organization and Power. The Company is duly organized, validly existing and in good standing under the laws of Canada. The Company has all requisite corporate or other organizational power and authority and all material licenses, permits, approvals and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted, and is qualified to do business in every jurisdiction where the failure to so qualify might reasonably be expected to have a material adverse effect on the Company’s business or operations (“Material Adverse Affect”). The Company has its principal executive office in Vancouver, British Columbia, Canada. The copies of the Charter Documents and By-Laws of the Company that have been filed with the SEC reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

 

(b) SEC Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, for the twelve months preceding the date hereof. (the foregoing materials being collectively referred to herein as the "SEC Reports" and, together with the Schedules to this Agreement (if any), the "Disclosure Materials"). As of the respective dates of each of the SEC Reports, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with Canadian GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration.

 

(c) Capitalization. As of the date of this Agreement, the authorized capital stock of the Company is unlimited.

 

(d) Authorization; No Breach. The execution, delivery and performance of this Agreement and all other agreements, instruments, certificates and documents contemplated hereby and thereby to which the Company is a party (collectively, the “Transaction Documents”), have been duly authorized by the Company. The execution and delivery by the Company of the Transaction Documents do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien upon any of the Company’s capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any governmental authority or Person pursuant to, the Charter Documents of the Company, or any law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order, judgment or decree to which the Company is a party or to which it or its assets are subject.

 

(e) Enforceability. This Agreement constitutes, and each of the other Transaction Documents when duly executed and delivered by the Company will constitute, legal, valid and binding obligations of the Company enforceable in accordance with their respective terms.

 

(f) Litigation. Except as described in the SEC Reports, there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or any governmental authority now pending or, to the best knowledge of the Company’s management after due inquiry, threatened against or filed by or affecting the Company or any of its directors or officers or the businesses, assets or rights of the Company.