---

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (SUBSCRIPTION
AGREEMENT) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT).

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE SUBSCRIPTION AGREEMENT) RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES LAWS AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE 1933 ACT.

Canadian Legend:

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE
HOLDER OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES MUST NOT
TRADE THE SECURITIES IN CANADA BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER
THE LATER OF (I) THE CLOSING DATE (AS DEFINED IN THIS SUBSCRIPTION AGREEMENT)
AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR
TERRITORY OF CANADA.

SUBSCRIPTION AGREEMENT(Canadian Accredited Investors
Only)

|TO: | California Oil & Gas Corp. (the Company)
|--- | ------------------------------------------
|    | #260, 600  6th Avenue SW                 
|    | Calgary, AB                               
|    | T2P 0S5                                   

Purchase of Units

1.Subscription

1.1 On the basis of the representations and warranties and
subject to the terms and conditions set forth herein, Carol McLeod (the
Subscriber) hereby irrevocably subscribes for and agrees to purchase
700,000 units (each a Unit and collectively the Units), with
each Unit consisting of one share of the common stock of the Company (each a
Share) and one-half of one non-transferable common share purchase
warrant (each a Warrantand collectively the Warrants) at a
price per Unit of USD $0.15 (such subscription and agreement to purchase being
the Subscription), for an aggregate purchase price of USD$105,000 (the
Subscription Proceeds). Each Warrant will entitle the holder to
purchase one additional Share at a purchase price of $.20 for a period of 12
months from the Closing Date.

1.2 On the basis of the representations and warranties and
subject to the terms and conditions set forth herein, the Company hereby
irrevocably agrees to sell the Units to the Subscriber.

1.3 Subject to the terms hereof, the Subscription will be
effective upon its acceptance by the Company.

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- 2 -

2.Payment

2.1 The Subscription Proceeds must accompany this Subscription
and shall be paid by cashiers cheque or bank draft payable to the order of Clark
Wilson, LLP, drawn in U.S. funds on a Canadian bank or on a U.S. bank that is
reasonably acceptable to the Company or, at the Subscribers option, by wire
transfer, to:

Clark Wilson LLP Suite 800 885 West
      Georgia Street, Vancouver, British Columbia Canada V6C 3H1.Wire Transfer Instructions are as follows:HSBC BANK USA ONE HSBC
      CENTER BUFFALO, NEW YORK 14203ABA NO.:
    021 001 088SWIFT CODE:
    MRMDUS33ACCOUNT NO.:
    000050881For further credit to:HSBC BANK CANADA 885 WEST
      GEORGIA STREET VANCOUVER, BRITISH COLUMBIA CANADA
      V6C 3G1ACCOUNT
      NAME:
    
    CLARK WILSON LLPU.S.
      TRUST ACCOUNT NO.:
    491689-002TRANSIT NO.:
    
    10020BANK CODE:
    
    16SWIFT NO.:
    
    HKBCCATTPLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND
      OUR FILE NUMBER 27519-0001/EPM


2.2 The Subscriber acknowledges and agrees that this
Subscription Agreement, the Subscription Proceeds and any other documents
delivered in connection herewith will be held on behalf of the Company. In the
event that this Subscription Agreement is not accepted by the Company for
whatever reason, which the Company expressly reserves the right to do, within 30
days of the delivery of an executed Subscription Agreement by the Subscriber,
this Subscription Agreement, the Subscription Proceeds (without interest
thereon) and any other documents delivered in connection herewith will be
returned to the Subscriber at the address of the Subscriber as set forth in this
Subscription Agreement.

2.3 The Company is entitled to treat the Subscription Proceeds
as an interest free loan to the Company until such time as the Subscription is
accepted and a certificate representing the Shares has been issued to the
Subscriber.

3.Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the
Company an executed copy of this Subscription Agreement and an executed copy of
the Accredited Investor Questionnaire attached to this Agreement as Exhibit A
(the Questionnaire).

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- 3 -

3.2 The Subscriber shall complete, sign and return to the
Company as soon as possible, on request by the Company, any documents,
questionnaires, notices and undertakings as may be required by regulatory
authorities, the OTC Bulletin Board and applicable law.

4.Closing

4.1 Closing of the offering of the Shares (the
Closing) shall occur on or before April 11, 2008, or on such other date
as may be determined by the Company (the Closing Date).

5.Acknowledgements of Subscriber

5.1 The Subscriber acknowledges and agrees that:

| | (a) | none of the Shares, the Warrants or the Shares underlying
      the Warrants (the Underlying Shares) have been or will be
      registered under the 1933 Act or under any state securities or blue sky
      laws of any state of the United States and, unless so registered, may not
      be offered or sold in the United States or, directly or indirectly, to
      U.S. Persons as that term is defined in Regulation S under the 1933 Act
      (Regulation S), except in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act and in each case
      only in accordance with applicable state securities laws;                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | the Company has not undertaken to, and will have no
      obligation to, register any of the Shares, the Warrants or the Underlying
      Shares (collectively, the Securities) under the 1933 Act or any
      other securities legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | it has received and carefully read this Subscription
      Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber is not a resident of the
      United States and that the subscriber is an Accredited Investor, as that
      term is defined in National Instrument 45-106, as adopted by the British
      Columbia Securities Commission;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | no prospectus or offering memorandum within the meaning
      of the securities laws has been delivered to, summarized for or seen by
      the Subscriber (and, if applicable, others for whom it is contracting
      hereunder) in connection with the Offering and the Subscriber (and, if
      applicable, others for whom it is contracting hereunder) is not aware of
      any prospectus or offering memorandum having been prepared by the
      Company;                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | the decision to execute this Subscription Agreement and
      acquire the Securities hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of information
      (the adequacy of which is hereby acknowledged) about the Company that is
      available to any member of the public on the EDGAR database maintained by
      the U.S. Securities and Exchange Commission (the SEC) at
      www.sec.gov;                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) | it has not received, nor has it requested, nor does it
      have any need to receive, any offering memorandum (as defined in or
      contemplated by applicable securities legislation) or any other document
      (other than financial statements or any other continuous disclosure
      documents, the contents of which are prescribed by statute or regulation)
      describing the business and affairs of the Company which has been prepared
      for delivery to, and review by, prospective subscribers in order to assist
      them in making an investment decision in respect of the Securities, and it
      has not become aware of any advertisement including, by way of example and
      not in limitation, advertisement in any printed media of general and
      regular circulation or on radio or television with respect to the
      distribution of the Securities;

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- 4 -

| | (h) | it and its advisor(s) have had a reasonable opportunity
      to ask questions of and receive answers from the Company in connection
      with the sale of the Securities hereunder, and to obtain additional
      information, to the extent possessed or obtainable by the Company without
      unreasonable effort or expense;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i) | the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the sale of the Securities hereunder have been made
      available for inspection by him and his attorney and/or
  advisor(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (j) | all information which the Subscriber has provided to the
      Company is correct and complete as of the date the Subscription Agreement
      is signed, and if there should be any change in such information prior to
      this Subscription Agreement being executed by the Company, the Subscriber
      will immediately provide the Company with such information;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (k) | the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Subscription Agreement
      and the Subscriber will hold harmless the Company from any loss or damage
      it or they may suffer as a result of the Subscribers failure to correctly
      complete this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (l) | the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements of the regulatory
      authorities in Canada requiring that the Company provide the Subscriber
      with a prospectus and sell the Securities to the Subscriber through a
      person registered to sell securities under the securities laws of the
      Canadian Province where the Subscriber resides and, as a consequence of
      acquiring the Securities pursuant to this exemption, certain protections,
      rights and remedies provided by the securities laws of that Canadian
      Province, including statutory rights of rescission or damages, will not be
      available to the Subscriber;                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (m) | the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any directed selling efforts
      (as that term is defined in Regulation S) in the United States in respect
      of the Securities which would include any activities undertaken for the
      purpose of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of the
      Securities; provided, however, that the Subscriber may sell or otherwise
      dispose of the Securities pursuant to registration thereof under the 1933
      Act and any applicable state and provincial securities laws or under an
      exemption from such registration requirements;                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (n) | the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (o) | the statutory and regulatory basis for the exemption from
      U.S. registration requirements claimed for the offer of the Securities,
      although in technical compliance with Regulation S, would not be available
      if the offering is part of a plan or scheme to evade the registration
      provisions of the 1933 Act or any applicable state or provincial
      securities laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (p) | the Subscriber has been advised to consult the
      Subscribers own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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- 5 -

resale restrictions, and it is solely
responsible (and the Company is not in any way responsible) for compliance
with:

| | (i)  | any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                             
| | (ii) | applicable resale
restrictions;                                                                                                                             

| | (q) | none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board operated by Financial Industry Regulatory Authority
      (known as FINRA);
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (r) | in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscribers
      ability to resell the Securities under Canadian provincial securities laws
      and Canadian National Instrument 45-102;                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (s) | the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in each case in accordance with applicable state
      securities laws;                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (t) | neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities;                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (u) | no documents in connection with the sale of the
      Securities hereunder have been reviewed by the SEC or any state securities
      administrators;                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (v) | there is no government or other insurance covering any of
      the Securities;                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (w) | the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company; and                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (x) | this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.                                                                                                                                                                                                                                                                                                                                                                          

6.Representations, Warranties and Covenants of
the Subscriber

6.1 The Subscriber hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the Closing) that:

| | (a) | the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | if the Subscriber is a corporation or other entity, the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby do not and will not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;                                                                        

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- 6 -

| | (c) | the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;                                                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | the Subscriber is not a U.S. Person, as that term is
      defined in Regulation S;                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person, as that
      term is defined in Regulation S;                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | the Subscriber is an Accredited Investor (as defined in
      National Instrument 45-106) and the Subscriber agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Agreement:                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g) | the Subscriber is resident in the jurisdiction set out
      under the heading Name and Address of Subscriber on the signature page
      of this Subscription Agreement;                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h) | the sale of the Securities to the Subscriber as
      contemplated in this Subscription Agreement complies with or is exempt
      from the applicable securities legislation of the jurisdiction of
      residence of the Subscriber;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i) | the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Securities as
      principal for the Subscriber's own account, for investment purposes only,
      and not with a view to, or for, resale, distribution or fractionalisation
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Securities;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (j) | the decision to execute this Agreement and acquire the
      Units hereunder has not been based upon any oral or written representation
      as to fact or otherwise made by or on behalf of the Company;                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (k) | no other person has a direct or indirect beneficial
      interest in such Securities, and the Subscriber has not subdivided its
      interest in the Securities with any other person;                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (l) | the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment and it has carefully read and considered the matters
      set forth under the heading Risk Factors appearing in the Companys Form
      10-KSB and any other filings filed with the SEC;                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (m) | the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscribers decision to invest in the Securities and the
  Company;                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (n) | the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (o) | the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement
      and agrees that if any of such acknowledgements, representations and
      agreements are no longer accurate or have been breached, the Subscriber
      shall promptly notify the Company;         

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- 7 -

| | (p) | the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Agreement and the
      Questionnaire and the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein, the Questionnaire or in any document
      furnished by the Subscriber to the Company in connection herewith being
      untrue in any material respect or any breach or failure by the Subscriber
      to comply with any covenant or agreement made by the Subscriber to the
      Company in connection therewith;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (q) | the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (r) | the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber in accordance with its
      terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (s) | it is not an underwriter of, nor is affiliated with any
      underwriter of, the common shares of the Company, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Securities or any of them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (t) | the Subscriber is not a registered broker or dealer, nor
      is it an affiliate of any registered broker or dealer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (u) | the Subscriber understands and agrees that none of the
      Securities have been or will be registered under the 1933 Act, or under
      any state securities or blue sky laws of any state of the United States,
      and, unless so registered, may not be offered or sold in the United States
      or, directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S, except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state securities laws;                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (v) | the Subscriber acknowledges that the Subscriber has not
      acquired the Securities as a result of, and will not itself engage in, any
      directed selling efforts (as defined in Regulation S) in the United
      States in respect of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of the Securities; provided, however, that the Subscriber may sell
      or otherwise dispose of the Shares and the Underlying Shares pursuant to
      registration of the Shares and the Underlying Shares pursuant to the 1933
      Act and any applicable state and provincial securities laws or under an
      exemption from such registration requirements and as otherwise provided
      herein;                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (w) | the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a period of six
      months after the date of original issuance of the Securities (such period
      hereinafter referred to as the "Distribution Compliance Period")
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the 1933 Act
      or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state and provincial
      securities laws;                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (x) | the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| | (y)  | the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Securities not made in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from the registration requirements of the 1933 Act;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                               
| | (z)  | the Subscriber is not aware of any advertisement of, or
      any general solicitation in respect of, any of the Securities;
  and                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                               
| | (aa) | no person has made to the Subscriber any written or oral
      representations:                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                               
| |      | (i)                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                               
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                               
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                               
| |      | (iv)                                                                                                                                                                                                                                                                                                                                                          

6.2 In this Subscription Agreement, the term U.S. Person
shall have the meaning ascribed thereto in Regulation S.

7.Representations and Warranties will be Relied
Upon by the Company

7.1 The Subscriber acknowledges that the representations and
warranties contained herein are made by it with the intention that such
representations and warranties may be relied upon by the Company and its legal
counsel in determining the Subscribers eligibility to purchase the Securities
under applicable securities legislation, or (if applicable) the eligibility of
others on whose behalf it is contracting hereunder to purchase the Securities
under applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares and the Warrants
on the Closing Date, it will be representing and warranting that the
representations and warranties contained herein are true and correct as at the
Closing Date with the same force and effect as if they had been made by the
Subscriber on the Closing Date and that they will survive the purchase by the
Subscriber of the Securities and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such
Securities.

8.Resale Restrictions

8.1 The Subscriber acknowledges that any resale of the
Securities will be subject to resale restrictions contained in the securities
legislation applicable to each Subscriber or proposed transferee. The Subscriber
acknowledges that the Securities have not been registered under the 1933 Act,
the securities laws of any state of the United States or any province or
territory of Canada. The Securities may not be offered or sold in the United
States unless registered in accordance with United States federal securities
laws and all applicable state securities laws or exemptions from such
registration requirements are available.

8.2 The Subscriber acknowledges that restrictions on the
transfer, sale or other subsequent disposition of the Securities by the
Subscriber may be imposed by securities laws in addition to any restrictions
referred to in Section 8.1 above.

9.Acknowledgement and Waiver

9.1 The Subscriber has acknowledged that the decision to
purchase the Securities was solely made on the basis of information available to
the Subscriber on the EDGAR database maintained by the SEC at

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- 9 -

www.sec.gov. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of the Securities.

10.Legending of Subject Securities

10.1 The Subscriber hereby acknowledges that that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Securities (including any common shares that may be issued upon
exercise of any Warrant) will bear a U.S. legend in substantially the following
form (the U.S. Legend):

THESE SECURITIES WERE ISSUED
  IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
  PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
  AMENDED (THE 1933 ACT). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH
  THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
  STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD
  IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S.
  PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
  OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
  REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
  STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
  MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. UNITED STATES"
  AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

10.2 The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement.

11.Canadian Resale Restrictions

11.1 The Subscriber acknowledges that the Shares and the
Warrant Shares are subject to resale restrictions in Canada and may not be
traded in Canada except as permitted by the applicable Canadian securities
legislation (collectively, the Canadian Securities Laws).

11.2 The Subscriber acknowledges that pursuant to Canadian
National Instrument 45-102, a subsequent trade in the Shares and Underlying
Shares will be a distribution subject to the prospectus and registration
requirements of the Canadian Securities Laws unless certain conditions are met,
including the following:

| | (a) | at least four months (the "Canadian Hold Period")
        shall have elapsed from the later of (i) date on which the Shares and
        the Warrants were issued to the Subscriber and (ii) the date upon which
        the Company became a reporting issuer in any Province of Canada;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                         
| | (b) | during the currency of the Canadian Hold Period, any
        certificate representing the any of the Securities is imprinted with a
        legend (the "Canadian Legend") stating:                                                                                                     

> UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
>           THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE
>           THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION
>           DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY
>           PROVINCE OR TERRITORY.

| | (c) | the trade is not a control distribution (as defined in National Instrument
      45-102);                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                  
| | (d) | no unusual effort is made to prepare the market or to create a demand
      for the Securities that are the subject of the trade;

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- 10 -

| | (e) | no extraordinary commission or consideration is paid to a
      person or company in respect of the trade; and                                                                                                     
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                    
| | (f) | if the selling security holder is an insider or officer
      of the Company, the selling security holder has no reasonable grounds to
      believe that the Company is in default of securities legislation;
  or
| |     |                                                                                                                                                                                                                    
| | (g) | the trade qualifies under the provisions of Section 2.14
      of National Instrument 45-102.                                                                                                                      

11.3 The Subscriber acknowledges that any certificate
representing any of the Securities, and any shares issued upon exercise of any
Warrant prior to the expiration of the Canadian Hold Period, will have a
Canadian Legend imprinted thereon.

12.Costs

12.1 The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the
Securities shall be borne by the Subscriber.

13.Governing Law

13.1 This Subscription Agreement is governed by the laws of the
State of Nevada and the federal laws of the United States applicable
therein.

14.Survival

14.1 This Subscription Agreement, including without limitation
the representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto.

15.Assignment

15.1 This Subscription Agreement is not transferable or
assignable.

16.Severability

16.1 The invalidity or unenforceability of any particular
provision of this Subscription Agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this Subscription
Agreement.

17.Entire Agreement

17.1 Except as expressly provided in this Subscription
Agreement and in the agreements, instruments and other documents contemplated or
provided for herein, this Subscription Agreement contains the entire agreement
between the parties with respect to the sale of the Shares and there are no
other terms, conditions, representations or warranties, whether expressed,
implied, oral or written, by statute or common law, by the Company or by anyone
else.

18.Notices

18.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on the signature page of this Subscription Agreement and
notices to the Company shall be directed to it at California Oil & Gas
Corp., #260  600 6th Avenue SW, Calgary, AB T2P 0S5, Attention: President.

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- 11 -

19.Reliance, Indemnity, Notification of Changes
and Survival

19.1 The representations and warranties in this Subscription
Agreement are made by the Subscriber with the intent that they be relied upon by
the Company in determining its suitability as a purchaser of the Securities, and
the Subscriber hereby agrees to indemnify the Company against all losses,
claims, costs, expenses and damages or liabilities which any of them may suffer
or incur as a result of reliance thereon. The Subscriber undertakes to notify
the Company immediately of any change in any representation, warranty or other
information relating to the Subscriber set forth in this Subscription Agreement
(and the exhibits, schedules, forms and appendices thereto) which takes place
prior to the Closing.

19.2 The representations and warranties of the Subscriber
contained in this Agreement shall survive the Closing.

20.Counterparts and Electronic Means

20.1 This Subscription Agreement may be executed in any number
of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery
of an executed copy of this Subscription 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 Subscription
Agreement as of the date hereinafter set forth.

21.Delivery Instructions

21.1 The Subscriber hereby directs the Company to deliver the
Certificate evidencing the Shares to:

NBCN Inc. in trust for: CAROL
McLEOD Acct: 116813R(name)

Suite 1410  Securities Dept (904),
1010 rue de la Gauchetiere West, Montreal, QC H3B 5J2(address)

21.2 The Subscriber hereby directs the Company to cause the
Shares to be registered on the books of the Company as follows:

NBCN Inc. in trust for: CAROL
McLEOD Acct: 116813R(name)

Suite 1410  Securities Dept (904),
1010 rue de la Gauchetiere West, Montreal, QC H3B 5J2(address)

21.3 The undersigned hereby acknowledges that it will deliver
to the Company all such additional completed forms in respect of the
Subscribers purchase of the Shares as may be required for filing with the
appropriate securities commissions and regulatory authorities.

22.Collection of Personal Information

22.1 The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscribers personal information for the purpose
of completing the transactions contemplated by this Subscription Agreement. The
Subscriber further acknowledges and consents to the fact that the Company may be
required by applicable securities laws to provide regulatory authorities
(including securities commissions in applicable jurisdictions with any personal
information provided by the Subscriber.

22.2 The Subscriber, on its own behalf and on behalf of any
other person for whom it is contracting hereunder, acknowledges and consents to
the release by the Company of certain information regarding the Subscriber's
subscription, including the Subscriber's name, address, telephone number and
registration instructions,

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- 12 -

the number of Securities purchased, the number of securities of
the Company held, the status of the Subscriber as an insider, as a Pro Group
member or as otherwise represented herein, and, if applicable, information
regarding beneficial ownership of or the principal of the Subscriber, in
compliance with securities regulatory policies to regulatory authorities in
reporting jurisdictions or to other authorities as required by law and to the
transfer agent of the Company for the purpose of arranging for the preparation
of the certificates representing the Securities issuable in connection with the
Offering. The purpose of the collection of the information is to ensure that the
Company and its advisors will be able to issue Securities to the Subscriber in
compliance with applicable securities laws and the instructions of the
Subscriber and to obtain the information required to be provided in documents
required to be filed with any stock exchange or with securities regulatory
authorities under applicable securities laws and other authorities as required
by law. In addition, the Subscriber acknowledges and consents to the collection,
use and disclosure of all such personal information by any such stock exchange
and other regulatory authorities in accordance with their requirements,
including the provision to third party service providers, from time to time.

The contact information for the officer of the Issuer who can
answer questions about the collection of information by the Issuer is as
follows:

Name & Title:
      John McLeod, PresidentCompany's Name:
      California Oil & Gas Corp.Address:
      #260  600 6th Avenue SW, Calgary, AB T2P 0S5Phone No.:
      (403) 261-1965Fax No.:
      (403) 261-1941


22.3 Furthermore, the Subscriber is hereby notified that:

| | (a) | the Company may deliver to the Securities and Exchange
      Commission in the United States or to any securities commission of any
      province of Canada certain personal information pertaining to the
      Subscriber, including such Subscribers full name, residential address and
      telephone number, the number of Units purchased by the Subscriber and the
      total purchase price paid for such Units, the prospectus exemption relied
      on by the Company and the date of distribution of the Units,
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | such information would be collected indirectly by the
      securities commission under the authority granted to it in securities
      legislation,                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | such information would be collected for the purposes of
      the administration and enforcement of the securities legislation of the
      United States or the applicable province of Canada,
and                                                                                                                                                                                                                                                                                                                            

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company.

| | Carol McLeod                                
| | --------------------------------------------
| | Print Name of Subscriber                    
| |                                             
| | By:                                         
| | (Signature and, if applicable,
      Office)
| |                                             
| |                                             
| | Print Address of Subscriber:                
| |                                             
| | 68 Sandstone Ridge Cres.                    
| | Okotoks, AB T1S 1R1                         

---

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by California Oil & Gas Corp.

DATED at Calgary, AB, the 2nd day of April, 2008.

CALIFORNIA OIL & GAS CORP.

|Per: | /s/ John McLeod     
|---- | --------------------
|     | Authorized Signatory

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- 2 -

EXHIBIT A

ACCREDITED INVESTOR QUESTIONNAIRE

NATIONAL INSTRUMENT 45-106

The purpose of this Questionnaire is to assure California Oil
& Gas Corp. (the Issuer) that the undersigned (the Subscriber) will meet
certain requirements for the registration and prospectus exemptions provided for
under National Instrument 45-106 (NI 45-106), as adopted by the members of the
Canadian Securities Administrators, in respect of a proposed private placement
of securities by the Issuer (the Transaction). The Issuer will rely on the
information contained in this Questionnaire for the purposes of such
determination.

The undersigned Subscriber covenants, represents and warrants
to the Issuer that:

| | 1. | The Subscriber has such knowledge
        and experience in financial and business matters as to be capable of evaluating
        the merits and risks of the Transaction and the Subscriber is able to
        bear the economic risk of loss arising from such Transaction;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                              
| | 2. | the Subscriber satisfies one
        or more of the categories of accredited investor (as that
        term is defined in NI 45-106) indicated below (please check the appropriate
        box):                                                                           
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                              
| |    | [   ]                                                                                                                                                                                                                                                                        

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- 3 -

| |  | [   ] | (k) an individual whose net income before taxes
      exceeded CDN$200,000 in each of the two more recent calendar years or whose
      net income before taxes combined with that of a spouse exceeded $300,000
      in each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;                                         
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (l) an individual who, either alone or with a spouse,
      has net assets of at least CDN $5,000,000;                                                                                                                                                                                                                                                                                                
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (m) a person, other than a person or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements;                                                                                                                                                                                                                      
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under Sections
      2.18 or 2.19 of NI 45-106;                                                               
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt;                                                                                                                                                              
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (p) a trust company or trust corporation registered
      or authorized to carry on business under the Trust and Loan Companies
      Act(Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account managed
      by the trust company or trust corporation, as the case may be;                               
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (q) a person acting on behalf of a fully managed
      account managed by that person, if that person (i) is registered or authorized
      to carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii)
      in Ontario, is purchasing a security that is not a security of an investment
      fund;
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (r) a registered charity under the Income Tax
      Act(Canada) that, in regard to the trade, has obtained advice from
      an eligibility advisor or an advisor registered under the securities legislation
      of the jurisdiction of the registered charity to give advice on the securities
      being traded;                                                                                
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (s) an entity organized in a foreign jurisdiction
      that is analogous to any of the entities referred to in paragraphs (a) to
      (d) or paragraph (i) in form and function;                                                                                                                                                                                                                    
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (t) a person in respect of which all of the owners
      of interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited investors.                                                                                                                                                                                     
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or                                                                                                                                                                                                                                               
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | [   ] | (v) a person that is recognized or designated by
      the securities regulatory authority as an accredited investor or, in Alberta
      or B.C., an exempt purchaser,                                                                                                                                                                                                                               

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Issuer to provide such additional documentation as may be
reasonably required by the Issuer and its legal counsel in determining the
Subscribers eligibility to acquire the Securities under relevant
Legislation.

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- 4 -

IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the ________day of
__________________, 2008.

|If a Corporation, Partnership or Other Entity: |  | If an Individual: 
|---------------------------------------------- |  | ------------------
|                                               |  |                   
|                                               |  |                   
|Print or Type Name of Entity                   |  | Signature         
|                                               |  |                   
|                                               |  |                   
|Signature of Authorized Signatory              |  | Print or Type Name
|                                               |  |                   
|                                               |  |                   
|Type of Entity                                 |  |                   

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