SUBSCRIPTION AGREEMENT Chilco River Holdings Inc.

EXHIBIT 99.4

SUBSCRIPTION AGREEMENT

Chilco River Holdings Inc.

        This Subscription Agreement (the “Agreement”) is effective as of July 26, 2005, by and between the undersigned subscriber (“Subscriber”), and Chilco River Holdings Inc., a Nevada corporation (“Company”).

WHEREAS:

A. The Subscriber is the holder of Promissory Notes in the aggregate principal amount of $100,000 (individually, a “Promissory Note” and collectively, the “Promissory Notes”).

B. The Company would like to satisfy its obligations under the Promissory Notes by issuing the Subscriber 50,000 shares of Common Stock, with a par value of $0.001 (the “Common Share”), in full satisfaction of aggregate principal amount and accrued interest.

C. The Subscriber desires to convert the Promissory Note into 50,000 Common Shares in full and complete satisfaction of the debt and obligations of the Company under the Promissory Note.

D. The Company is offering the Securities pursuant to an exemption from registration promulgated under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”); and

C. The Subscriber and any such beneficial purchaser is a non-resident of the United States and is not a U.S. Person, as the terms “United States” and “U.S. Person” are as defined in Regulation S made under the Securities Act.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained, the receipt of which is acknowledged, the parties covenant and agree with each other as follows:

1. SUBSCRIPTION

1.1  The Company is offering Fifty Thousand (50,000) shares of Common Stock, with a par value of $0.001 to the Subscriber in full satisfaction and complete satisfaction of the Company’s obligations under the Promissory Notes in the aggregate principal amount of $100,000. By signing this Agreement, the Subscriber acknowledges that the Company is relying on the accuracy and completeness of the representations contained in this Agreement in complying with its obligations under applicable securities laws.

1.2  The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, Fifty Thousand (50,000) shares of Common Stock in full satisfaction and complete satisfaction of the Company’s obligations under the Promissory Notes. The Subscriber hereby tenders the Promissory Notes as consideration for Fifty Thousand (50,000) shares of Common Stock.

2. REPRESENTATIONS, WARRANTIES, AND COVENANTS

2.1 The Subscriber makes the following representations and warranties to the Company:

(a) The Subscriber is purchasing the Common Shares for its own account or for the account of one or more persons for investment purposes only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Common Shares issued in connection with the purchase in the United States or to U.S. persons; provided, however, that the Purchaser may sell or otherwise dispose of any of the Common Shares pursuant to

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registration thereof pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements.

(b) The Subscriber recognizes that investment in the Securities involves substantial risks and has taken full cognizance of and understands all of the risks related to the purchase of the Securities, including without limitation those set forth in the Company’s reports on Form 10-KSB and 10-QSB filed pursuant to the Securities Exchange Act of 1934, as amended (collectively, the “Reports”).

(c) In making the Subscriber’s decision to invest in the Common Shares, the Subscriber has carefully reviewed and is familiar with the Company’s Reports, and the related disclosure filed by the Company with the SEC, and the Subscriber has relied on the information contained therein and the documents and materials delivered therewith, and on the Subscriber’s own independent investigations and/or those of the Subscriber’s own professional tax and other advisors. The Subscriber and the Subscriber’s advisors (including the Subscriber’s representative, if any) have been given the opportunity to obtain information and to examine all documents relating to the Company, and to ask questions of and to receive answers from the officers of the Company concerning the Company, the officers and directors, and the terms and conditions of this investment, and to obtain any additional information, to the extent the Company possesses that information or could acquire it without unreasonable effort or expense, to verify the accuracy of any information previously furnished. All questions have been answered to the full satisfaction of the Subscriber, and all information and documents, records and books pertaining to this investment that the Subscriber has requested have been made available to the Subscriber.

(d) The Subscriber believes that it, either alone or with the assistance of its advisor(s) (including the Subscriber’s representative, if any), has such knowledge and experience in financial and business matters that the Subscriber is capable of reading and interpreting disclosure materials, such as the Reports and the Company’s financial statements, and of evaluating the merits and risks of the prospective investment in the Securities. The Subscriber has obtained sufficient information to evaluate the merits and risks of an investment in the Company and has the net worth to undertake those risks.

(e) The Subscriber has obtained, to the extent the Subscriber deems necessary, the Subscriber’s own personal, professional advice with respect to the risks inherent in the investment in the Company and the suitability of the investment in the Securities in light of the Subscriber’s financial condition and investment needs.

(f) The Subscriber believes that investment in the Securities is suitable for the Subscriber based on the Subscriber’s investment objectives and financial needs, and the Subscriber has adequate means for providing for the Subscriber’s current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Securities.

(g) The Subscriber is able to (i) hold the Common Shares for an indefinite period of time, (ii) bear the economic risk of the Subscriber’s investment, and (iii) withstand a complete loss of the investment.

(h) The Subscriber has not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices, or other communications published in any newspaper, magazine, or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(i) The Subscriber, and if applicable, each person for whose account it is purchasing the Common Shares:

(i) is not a “U.S. Person,” as that term is defined by Rule 902 of Regulation S (the definition of which includes, but is not limited to, an individual resident in the

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United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States);

(ii) was not in the United States when its buy order was made to the Company, and the Subscriber did not execute or deliver this Agreement in the United States;

(iii) acknowledges that no offers to sell the Units were made by any person to the Subscriber while the Subscriber was in the United States;

(iv) acknowledges that the Common Shares are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States;

(v) acknowledges that the Common Shares have not been registered under the Securities Act, and the Subscriber undertakes and agrees that it will not offer or sell the Common Shares unless such Common Shares are sold in accordance with Regulation S under the Securities Act, the Common Shares are registered under the Securities Act and the securities laws of all applicable states of the United States, or such Common Shares are sold pursuant to an available exemption from such registration requirements. The Subscriber understands that the Company has no obligation or present intention of filing a registration statement under the Securities Act in respect of the Common Shares.

(j) The Subscriber understands that the Common Shares may not be offered, sold, transferred, pledged, or hypothecated to any person in the absence of registration under the Securities Act or an opinion of counsel satisfactory to the Company that registration is not required. The Subscriber understands that the Company does not plan, and is under no obligation to provide for, registration of the Common Shares in the future. Accordingly, any subsequent sale of part or all of the Subscriber’s interest in the Common Shares will be permissible only if an exemption from the applicable registration provisions of federal and state law is available at the time of the proposed disposition. Even if an exemption is available, the assignability and transfer of the Securities is subject to limitations imposed by this Agreement.

(k) The Subscriber further understands that a legend in substantially the following form will be placed on all documents evidencing the Common Shares and that similar notations may be made on the Company records as a means of preventing the disposition of the Common Shares other than in accordance with this Agreement and applicable law:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.”

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(l) If a partnership, trust, corporation, or other entity: (i) the Subscriber has the power and authority to sign and comply with the terms of this Agreement and the person signing this Agreement on its behalf has the necessary power to do so; (ii) the Subscriber’s principal place of business and principal office are located within the jurisdiction set forth in its address below.

(m) The Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of the Securities.

(n) The Subscriber confirms that neither the officers of the Company nor any of its affiliates or agents have made any representations or warranties or statements, except as explicitly set forth in this Agreement, concerning the Subscriber’s investment in the Common Shares, including but not limited to any representations or warranties concerning tax consequences that may arise in connection with the Subscriber’s investment in the Securities or the anticipated financial results of the operations of the Company.

2.2 The Subscriber agrees as follows:

(a) If the Subscriber decides to offer, sell or otherwise transfer any of the Common Shares, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

(i) the sale is to the Company;

(ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act and in compliance with applicable local laws and regulations;

(iii) the sale is made in compliance with the exemption from the registration requirements under the Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in accordance with any applicable state securities or “Blue Sky” laws; or

(iv) the securities are sold in a transaction that does not require registration under the Securities Act or any applicable U.S. state laws and regulations governing the offer and sale of securities; and

with respect to subparagraphs (iii) and (iv) hereof, it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company.

(b) The Subscriber agrees not to engage in any hedging transactions or other transactions that have the effect of transferring the economic risk of ownership of the Common Shares unless such transactions comply with the requirements of the Securities Act.

3. CLOSING

3.1 The Company will deliver a treasury order (the “Treasury Order”) to its transfer agent sufficient to cause the transfer agent to issue to the Subscriber a share certificate or certificates representing the Common Shares as provided for below by the Subscriber.

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4. GENERAL

4.1 For the purposes of this Agreement, time is of the essence. The parties will sign and deliver all further documents and instruments and do all things that may, either before or after the signing of this Agreement, be reasonably required to carry out the full intent and meaning of this Agreement.

4.2 This Agreement may not be assigned by either party hereto.

4.3 This Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of which so signed will be deemed to be an original, and all counterparts together will constitute one and the same instrument. A copy of this Agreement transmitted by facsimile will be treated and relied on for all purposes by any person as an originally signed copy.

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IN WITNESS WHEREOF the parties have signed this Agreement as of the Effective Date.

Chilco River Holdings Inc.
Per:

                                                 
Xxxxxx Xxxxxx, President
Authorized Signatory

TO BE COMPLETED BY THE SUBSCRIBER

A.     Registration Instructions The name and address of the person in whose name the Securities are to be registered is as follows (if the name and address is the same as was inserted in paragraph A above, then insert “N/A”):

Name (please print or type): ______________________________

Address ____________________________________________

B.     Delivery Instructions. The name and address of the person to whom the certificates representing the Subscriber’s Securities referred to in paragraph A above are to be delivered is as follows (if the name and address is the same as was inserted in paragraph A above, then insert “N/A”):

Name (please print or type): ______________________________

Address ____________________________________________

C.     Subscription Amount:

Subscription Funds:     US$100,000

Number of Common Shares:   50,000 Common Shares.

TO BE COMPLETED AND SIGNED BY THE SUBSCRIBER:

___________________________________________
Name of the Subscriber – use the name inserted in paragraph A above.

___________________________________________
Signature of Subscriber

___________________________________________
Title (if applicable)