REGULATION S SUBSCRIPTION AGREEMENT

Exhibit 10.11

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.  

REGULATION S SUBSCRIPTION AGREEMENT

NON-U.S. PERSONS ONLY

THIS AGREEMENT is made effective as of the ____ day of October, 2008.

BETWEEN:

THE SUBSCRIBER LISTED ON THE EXECUTION PAGE

TO THIS AGREEMENT

 (hereinafter called the "Subscriber")

OF THE FIRST PART

AND:  

EN2GO INTERNATIONAL, INC. , a Nevada corporation,

of 2921 West Olive Ave., Burbank, CA 91505

(hereinafter called the “Company")

OF THE SECOND PART

THE PARTIES HEREBY AGREE AS FOLLOWS :

1.

 DEFINITIONS

1.1

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

(a)

“Agreement” means this Agreement, and all schedules and amendments to the Agreement.

(b)

“Canadian Accredited Investor Status Certificate” means the Accredited Investor Status Certificate required to be completed by a Subscriber who is a resident of Canada.

(c)

“Common Stock” means the shares of Common Stock of the Company, $0.00001 par value per share.

(d)

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

(e)

“Subscriber” means the Subscriber executing the signature page to this Agreement.

(f)

“Offering” means the offering of the Shares by the Company.

(g)

“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.

(h)

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

(i)

"Securities Act" means the United States Securities Act of 1933, as amended.

(j)

“Shares” means those shares of Common Stock to be purchased by the Subscriber.

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 $0.15 US per Share and a warrant at $0.20 for each share purchased.  Upon execution, the subscription by the Subscriber will be irrevocable.

2.2

The Purchase Price is payable by the Subscriber upon execution of this Agreement.

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. On the closing date of the Offering, the Subscriber shall deliver to the Company a certified cheque or bank draft or wire transfer payable to the Company. The Company will then issue and sell the Subscriber’s Shares and cause definitive certificates representing the number of Subscriber’s Shares so issued and registered in accordance with this Subscription Agreement to be delivered in accordance with this Subscription Agreement.

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

The Subscriber hereby authorizes and directs the Company to deliver 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.

2.6

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.

REGULATION S AGREEMENTS OF THE SUBSCRIBER

3.1

The Subscriber represents and warrants to the Company that the Subscriber is not a “U.S. Person” as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.

A “U.S. Person” is defined by Regulation S of the Securities Act to be any person who is:

(a)

any natural person resident in the United States;

(b)

any partnership or corporation organized or incorporated under the laws of the United States;

(c)

any estate of which any executor or administrator is a U.S. person;

(d)

any trust of which any trustee is a U.S. person;

(e)

any agency or branch of a foreign entity located in the United States;

(f)

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and

(g)

any partnership or corporation if:

(i)

organized or incorporated under the laws of any foreign jurisdiction; and

(ii)

formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Securities Act] who are not natural persons, estates or trusts.

3.2

The Subscriber acknowledges that the Subscriber was not in the United States at the time the offer to purchase the Shares was received.  

3.3

The Subscriber acknowledges that the Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Subscriber in accordance with Regulation S of the Securities Act.

2

3.4

The Subscriber agrees not to engage in hedging transactions with regard to the Shares, unless in compliance with the Securities Act.

3.5

The Subscriber and the Company agree that the Company will refuse to register any transfer of the Shares, not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.