Filed by Avantafile.com - The Pulse Beverage Corporation - Exhibit 10-6







 

     

__________


	


      $0.30 UNIT PRIVATE PLACEMENT

        SUBSCRIPTION AGREEMENT


        

    




 

Between:


THE
PULSE BEVERAGE CORPORATION





And:


________________________________________

  [Name
of Subscriber]


The
Pulse Beverage Corporation
12195
Mariposa Street, Westminster, CO, USA 80234


__________


	--  $0.30 Unit Private Placement Subscription  Agreement  --

--  The Pulse Beverage Corporation  --






 



SIGNATURE PAGE/SUBSCRIBER
STATEMENT


TO THE $0.30 UNIT
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
OF THE PULSE BEVERAGE
CORPORATION




                                SUBSCRIBER’S
STATEMENT – the undersigned subscriber (the “Subscriber”) is
a sophisticated investor, the Subscriber has sought such independent counsel as
the Subscriber considers necessary and the Subscriber has read the attached “$0.30
Unit Private Placement Subscription Agreement” (the “Agreement”)
carefully and accepts, agrees and acknowledges the representations and terms
thereof in full and without exception and agrees that such Agreement
constitutes the entire agreement between The Pulse Beverage Corporation (the “Company”)
and the Subscriber and that there are no collateral representations or
agreements between the same.


                                The
Company is offering (collectively, the “Offering”), on a private
placement basis, units of the Company (each a “Unit”), at a subscription
price of U.S. $0.30 per Unit, with each Unit consisting of one share of
common stock of the Company and one non-transferable common stock share
purchase warrant of the Company (each a “Warrant”), and with each such Warrant
entitling the Subscriber to purchase one additional common share of the Company
(each a “Warrant Share”), for the period commencing upon the date of
issuance of the within Units by the Company and ending on the day which is five
years from the date of issuance of the Units, at an exercise price of U.S.
$0.45 Per Warrant Share.  The within private placement Offering of Units by
the Company is not subject to any minimum subscription. The Company offers, and
the Subscriber accepts, the Units on the terms and conditions as set forth in
this Agreement.


Number
of Units subscribed for at U.S. $0.30 per Unit:_______________________Units.


Total Subscription Price
payable:  U.S. $0.30 x number of Units = U.S. $______________________.  


                Dated
at ________________________,______________, on this ______day of _____________,
2012.


Subscriber’s Name:                             ___________________________________________________________      


Subscriber’s Official Capacity or
Title:           ___________________________________________________


 Subscriber’s Signature:                       ___________________________________________________________      

Name of individual whose signature 

  appears above if different than the Subscriber: __________________________________________________

Subscriber’s Address:                          ___________________________________________________________


Subscriber’s Telephone Number:     ___________________________________________________________


Subscriber’s Email Address:              ___________________________________________________________


THE SUBSCRIBER MUST
CHECK THE APPROPRIATE BOX(ES) SET FORTH IN SECTION 4.1.


                                Acceptance
by the Company:


                                THE
PULSE BEVERAGE CORPORATION hereby accepts the above subscription by the

Subscriber on this _______day of ______________, 2012.

                                                                                                                                _______________________________
Robert
E. Yates, CEO and Director 



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0.30 UNIT PRIVATE
PLACEMENT


SUBSCRIPTION
AGREEMENT


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY
STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY
HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF
INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION.  THESE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.  THE
STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE
WITH THE ABOVE INSTRUCTIONS.


UNIT PRIVATE PLACEMENT OFFERING



	To:	
THE
PULSE BEVERAGE CORPORATION (the “Company”), with an address for
notice and delivery located at 12195 Mariposa Street, Westminster, CO, USA
80234.


                                The
Company is offering (collectively, the “Offering”), on a private
placement basis, units of the Company (each a “Unit”) to eligible
investors (each such an investor who subscribes to this Offering by this
document is hereinafter referred to as the “Subscriber”), at a subscription
price of U.S. $0.30 per Unit, with each Unit consisting of one share of
common stock of the Company (each a “Share”) and one non-transferable common
stock share purchase warrant of the Company (each a “Warrant”).  The
within private placement Offering of Units by the Company is not subject to any
minimum subscription.  The Company offers, and the Subscriber accepts, the
Units on the terms and conditions as set forth in this subscription agreement
(the “Agreement”).


Article 1
SUBSCRIPTION FOR UNITS




1.1                          Subscription
for Units.   Based upon the hereinafter terms, conditions,
representations, warranties and covenants given by each party to the other, the
Subscriber hereto hereby irrevocably subscribes for and agrees to purchase the
number of Units of the Company set forth on the Signature
Page/Subscriber Statement at the beginning of this Agreement at a subscription
price of U.S. $0.30 per Unit, for aggregate consideration (the “Subscription
Price”) as set forth on the Signature Page/Subscriber Statement at the
beginning of this Agreement.


1.2                          Acceptance
of subscription.   The Company, upon acceptance by its Board of
Directors (the “Board”) of all or part of this subscription Agreement,
agrees to issue the accepted number of Units, as fully paid and non-assessable,
and as consideration for the Subscriber’s subscription, and to refund any
excess subscription monies of the Subscription Price of any non-accepted
portion of this subscription Agreement.


1.3                          Warrants
and exercise of Warrants.   The Warrants forming part of the Units will
be registered in the name of the Subscriber and will be non-transferable except
in compliance with the United States Securities Act of 1933, as amended
(the “U.S. Act”), and each such Warrant will entitle the Subscriber to
purchase one additional common share of the Company (each a “Warrant Share”),
for the period commencing upon the date of issuance of the within Units by the
Board and ending at 5:00 p.m. (Westminster, CO, time) on the day which is five
years from the date of issuance of the within Units (such time period being
the “Warrant Exercise Period” herein), at an exercise price of U.S. $0.45
Per Warrant Share during the Warrant Exercise Period.


1.4                          Warrant
certificates.   The terms and conditions which govern the Warrants will
be referred to on the certificates representing the Warrants in the form
attached hereto as Exhibit “A” and will contain, among other things,
anti-dilution provisions and provisions for the appropriate adjustment in the
class, number and price of the Warrant Shares issuable on the exercise of the
Warrants upon the occurrence of certain events including any subdivision,
consolidation or reclassification of the common shares, the payment of stock
dividends and the amalgamation of the Company.




 - 3 -

1.5                          Other
financings.   The issue and terms of the Warrants will not restrict or
prevent the Company from obtaining any other financing or from issuing
additional securities or rights during the period within which the Warrants are
exercisable.


1.6                          Replacement
Warrant certificates.   If the Subscriber exercises any Warrants the
Company will issue to the Subscriber the number of Warrant Shares equal to the
number of Warrants exercised and deliver to the Subscriber a certificate
representing the Warrant Shares.


1.7                          Subscriber’s
eligibility for subscription.   The Subscriber acknowledges and
warrants (and has made diligent inquiries to so determine or has the
sophistication and knowledge to know the Subscriber’s status without concern of
error), on which the Company relies, that the Subscriber is purchasing the
Units on a private basis and without infraction of or impedance by his domicile
laws due to one or more of the following:


	 	(a)	the
Subscriber is an eligible and exempt investor under the laws of the
Subscriber’s domicile by either being a person who complies with exemptions
from prospectus requirements or is otherwise exempt by virtue of the
Subscriber’s wealth, income and investment knowledge or capacity; or



	 	(b)	the
Subscriber is subscribing for a value in Units constituting an exempt
investment under the laws of the Subscriber’s domicile; or



	 	(c)	the
Subscriber’s domicile laws do not restrict investment; and



	 	(d)	where
the Subscriber has completed the appropriate portions of this Agreement and its
related Appendices and the completion of the same, whether signed or not, constitute
a true and accurate statement by the Subscriber.


                                For
the purposes of this Agreement it is hereby acknowledged and agreed that “Securities”
is hereinafter collectively defined to mean the Units, the Shares, the Warrants
and the Warrant Shares.


1.8                          Risks
of subscription.   The Subscriber acknowledges that no party
independent of the Company has made or will make any opinion or representations
on the merits or risks of an investment in any of the Securities unless sought
out by the Subscriber; which the Subscriber is encouraged to do.  The
Subscriber is aware that this investment is a speculative and risky investment,
the Subscriber warrants that it could tolerate the full loss of the investment
without significant or material impact on the Subscriber’s financial condition.


Article 2
METHOD
OF SUBSCRIPTION AND ACCEPTANCE BY THE COMPANY





2.1                          Method
of subscription.   It is hereby acknowledged and agreed by the
parties hereto that any subscription for Units shall be made by the Subscriber
by faxing to the Company at (604) 646-1571,
a completed and executed copy of the signature pages to this Agreement and wiring
funds directly to the Company as follows:


Benefiary:
The Pulse Beverage Corporation
Address: 12180 Mariposa St,
Westminster, Colorado, USA 80234




Bank:
JP Morgan Chase
Address:
13260 Orchard Parkway, Westminster, Colorado, USA 80020




2.2                          Acceptance
of subscription or return of Subscription Price by the Company.   The
Subscriber acknowledges that the Company will be accepting subscriptions for Units
on a first come, first serve, basis.  As a consequence the Company, upon
acceptance by its Board of all or part of this subscription Agreement (the “Acceptance”),
hereby agrees to issue the accepted number of Units, as fully paid and non-assessable,
and as consideration for the Subscriber’s subscription, and to promptly refund
any excess subscription monies of the Subscription Price of any non-accepted
portion of this subscription Agreement.  In this regard the Subscriber
acknowledges that, although Units may be issued to other subscribers
concurrently with the Company’s Acceptance of all or part of this subscription
Agreement, there may be other sales of Units by the Company, some or all of
which may close before or after the Acceptance herein.  The Subscriber further
acknowledges that there is a risk that insufficient funds may be raised by the
Company upon the Company’s Acceptance of all or part of this subscription
Agreement to fund the Company’s objectives and that further closings may not
take place after Acceptance herein.




 - 4 -

2.3                          Use
of funds before and after Acceptance.   The Company agrees that the
Subscription Price will be held by the Company or by the Company’s Counsel for
the benefit of the Subscriber to reserve the Subscriber’s subscription and,
prior to Acceptance, such funds shall not be considered a loan and shall not
bear interest but shall constitute solely a reservation of subscription.  The
Subscriber shall not demand return of its Subscription Price monies unless the Units
have not been issued for a period in excess of 90 calendar days from the date
of this subscription and such demand may be fulfilled by Acceptance and
delivery of subscribed Units or return of funds at the Company’s sole and
absolute discretion.  The Subscriber acknowledges that the funds to be raised
from all Units are to be employed for the business of the Company in accordance
with management’s determination as to the best use of the same for the
Company’s business plans.  Notwithstanding any disclosure document or offering
memorandum or prospectus provided concurrent with this subscription, the
Company reserves the right at any time to alter its business plans in
accordance with management’s appreciation of the market for the goods and
services of the Company and the best use of the Company’s funds to advance its
business, whether present or future.


2.4.                         Securities
issued at different prices and characteristics.   The Subscriber
acknowledges that the Company will issue its securities at different prices
which may occur sequentially, from time-to-time, or at the same time and prices
in the future may be lower than now.  The Company will also issue offerings
which have warrants, or other benefits, attached and some offerings which do
not.  Not all subscribers will receive common shares, or other share classes,
of the Company at the same price and such may be issued at vastly different
prices to that of the Subscriber.  For example, however, without limitation,
the Company will or may issue securities at nominal prices as ‘founders shares’
(which may or will constitute millions of securities, as determined solely by
the Board) or for developmental assets (which cannot be valued and so may be
assigned a nominal value on the Company’s books) or for services or to attract
expertise or management talent or other circumstances considered advisable by
the Board.  Such issuance at different prices are made by the Board in its
judgment as to typical structuring for a company such as the Company, to reward
and to provide a measure of developmental control, to acquire assets or
services which the Board considers necessary or advisable for the Company’s
development and success and other such considerations in the Board’s judgment. 
The Company may or will acquire debt and/or equity financings in the future
required or advisable, as determined by the Board, in the course of the
Company’s business development.  The Subscriber acknowledges these matters,
understands that the Subscriber’s investment is not necessarily the most
advantageous investment in the Company and authorizes the Board now and
hereafter to use its judgment to make such issuances whether such issuances are
at a lesser, equal or greater price than that of the Subscriber and whether
such is prior to, concurrent with or subsequent to the Subscriber’s investment
herein.


2.5                          Delivery
of Share and Warrant certificates.   The Company, promptly after the
Acceptance by its Board of all or part of this subscription Agreement, agrees
to deliver to the Subscriber a Share certificate and a Warrant certificate for
the accepted number of Units purchased by the Subscriber under this
subscription Agreement and registered in the name of the Subscriber.


Article 3
INVESTMENT
SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND GENERAL 

SUBSCRIBER
ACKNOWLEDGEMENTS AND WARRANTIES




3.1                          Description
of the Units.   The Company is issuing Units at a price of U.S. $0.30
per Unit. The Shares forming part of the Units, together with the Warrant
Shares which are issuable upon the exercise of the Warrants, are a part of the
common shares of the Company presently authorized. Copies of the con-stating
documents of the Company describing the common shares and the rights of
shareholders are available upon request.




 - 5 -

3.2                          Release
of liability and indemnity.   The Subscriber acknowledges and agrees
that, in consideration, in part, of the Company’s within Acceptance of this
subscription, the Subscriber hereby does hereby release, remise and forever
discharge each of the Company and its respective subsidiaries, directors,
officers, employees, attorneys, agents, executors, administrators, successors
and assigns and the Company’s Counsel, of and from all manner of action and
actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts,
claims, damages and demands, whether known or unknown, suspected or unsuspected
and whether at law or in equity, which against either of the Company and/or any
of its respective subsidiaries, directors, officers, employees, attorneys,
agents, executors, administrators, successors and assigns and the Company’s
Counsel, the Subscriber ever had, now has, or which any of the Subscriber’s
respective successors or assigns, or any of them hereafter can, shall or may
have by reason of any matter arising from the within subscription or the use of
funds or the operation of the Company (collectively, the “Release”)
except only for gross negligence or fraud (and such shall constitute only
objective willful act of objective material wrongdoing).  The Subscriber shall
hold harmless and indemnify the Company from and against, and shall compensate
and reimburse the same for, any loss, damage, claim, liability, fee (including
reasonable attorneys’ fees), demand, cost or expense (regardless of whether or
not such loss, damage, claim, liability, fee, demand, cost or expense relates
to a third-party claim) that is directly or indirectly suffered or incurred by
the Company, or to which the Company becomes subject, and that arises directly
or indirectly from, or relates directly or indirectly to, any inaccuracy in or
breach of any representation, warranty, covenant or obligation of the
Subscriber contained in this Agreement.  This Release is irrevocable and will
not terminate in any circumstances.


3.3                          The
Subscriber’s understandings and acknowledgments.  The Subscriber hereby
acknowledges and agrees that:


	 	(a)	
Further
financings:   the Company may issue further offerings in the future similar
to the within Offering which may be at higher or lower prices (as determined by
the Company in accordance with its appreciation of market conditions).  The
Company may, and will, acquire debt and/or equity financings in the future
required or advisable in the course of the Company’s business development;



	 	(b)	
Withdrawal
or revocation:   this Agreement is given for valuable consideration and
shall not be withdrawn or revoked by the Subscriber once tendered to the
Company with the Subscription Price;



	 	(c)	
Agreement
to be bound:   the Subscriber hereby specifically agrees to be bound by the
terms of this Agreement as to all particulars hereof and hereby reaffirms the
acknowledgments, representations and powers as set forth in this Agreement;



	 	(d)	
Reliance
on Subscriber’s representations:   the Subscriber understands that the
Company will rely on the acknowledgments, representations and covenants of the
Subscriber contained herein in determining whether a sale of the Units to the
Subscriber is in compliance with applicable securities laws.  The Subscriber
warrants that all acknowledgments, representations and covenants are true and
accurate; and



	 	(e)	
Waiver
of pre-emptive rights:   the Subscriber hereby grants, conveys and vests
unto the President of the Company, or unto such other nominee or nominees of
the President of the Company as the President of the Company may determine,
from time to time, in the President’s sole and absolute discretion, as the
Subscriber’s power of attorney solely for the purpose of waiving any prior or
pre-emptive rights which the Subscriber may have to further issues of equity by
the Company under applicable corporate and securities laws.


3.4                          The
Subscriber’s representations and warranties.   The Subscriber hereby
represents and warrants that:


	 	(a)	
Not a U.S. Person:  
if the Subscriber is not a resident of the United States, the Subscriber: (i)
is not a U.S. Person (as defined in Rule 902 of Regulation S (“Regulation S”)
under the U.S. Act, which definition includes, but is not limited to, any
natural person resident in the United States, any corporation or partnership
incorporated or organized under the laws of the United States or any estate or
trust of which any executor, administrator or trustee is a U.S. Person; (ii) is
not purchasing any of the Securities for the account or benefit of any U.S.
Person or for offering, resale or delivery for the account or benefit of any
U.S. Person or for the account of any person in any jurisdiction other than the
jurisdiction set out in the name and address of the Subscriber set forth
hereinbelow; and (iii) was not offered any Units in the United States and was
outside the United States at the time of execution and delivery of this
Agreement;





 - 6 -

	 	(b)	
No
registration and sales under Regulation S:   if the Subscriber is not a
resident of the United States: (i) the Subscriber acknowledges that the Securities
have not been registered under the U.S. Act; (ii) the Subscriber agrees to
resell the Securities only in accordance with the provisions of Regulation S,
pursuant to a registration under the U.S. Act or pursuant to an available
exemption from such registration, and that hedging transactions involving the Securities
may not be conducted unless in compliance with the U.S. Act; (iii) the
Subscriber understands that any certificate representing the Securities may
bear a legend setting forth the foregoing restrictions; and (iv) the Subscriber
understands that the Securities are restricted within the meaning of “Rule
144” promulgated under the U.S. Act; that the exemption from registration
under Rule 144 will not be available in any event for at least six months from
the date of purchase and payment of the Securities by the Subscriber, and even
then will not be available unless (i) a public trading market then exists for
the common stock of the Company, (ii) adequate information concerning the
Company is then available to the public and (iii) other terms and conditions of
Rule 144 are complied with; and that any sale of the Securities may be made by
the Subscriber only in limited amounts in accordance with such terms and
conditions;



	 	(c)	
No
U.S. beneficial interest:   if the Subscriber is not a resident of the
United States, no U.S. Person, either directly or indirectly, has any
beneficial interest in any of the Securities acquired by the Subscriber
hereunder, nor does the Subscriber have any agreement or understanding (written
or oral) with any U.S. Person respecting:



	 	(i)	the
transfer or any assignment of any rights or interest in any of the Securities;



	 	(ii)	the
division of profits, losses, fees, commissions or any financial stake in
connection with this subscription; or



	 	(iii)	the
voting of the Securities;



	 	(d)	
Experience:
  the Subscriber has the requisite knowledge and experience in financial and
business matters for properly evaluating the risks of an investment in the
Company;



	 	(e)	
Information:  
the Subscriber has received all information regarding the Company reasonably
requested by the Subscriber;



	 	(f)	
Risk:  
the Subscriber understands that an investment in the Company involves certain
risks of which the Subscriber has taken full cognizance, and which risks the
Subscriber fully understands;



	 	(g)	
Adequacy
of information:   the Subscriber has been given the opportunity to ask
questions of, and to receive answers from, the Company concerning the terms and
conditions of the Offering and to obtain additional information necessary to
verify the accuracy of the information contained in the information described
in paragraph (e) above, or such other information as the Subscriber desired in
order to evaluate an investment in the Company;



	 	(h)	
Residency:  
the residence of the Subscriber as set forth hereinbelow is the true and correct
residence of the Subscriber and the Subscriber has no present intention of
becoming a resident or domiciliary of any other jurisdiction;



	 	(i)	
Independent
investigation:   in making a decision to invest in the Company the
Subscriber has relied solely upon independent investigations made by the
Subscriber;



	 	(j)	
Principal:  
the Subscriber is purchasing the Units as principal for the Subscriber’s own
account and not for the benefit of any other person, except as otherwise stated
herein, and not with a view to the resale or distribution of all or any of the Units;





 - 7 -

	 	(k)	
Decision
to purchase:   the decision of the Subscriber to enter into this Agreement
and to purchase Units pursuant hereto has been based only on the
representations of this Agreement.  It is not made on other information
relating to the Company and not upon any oral representation as to fact or
otherwise made by or on behalf of the Company or any other person.  The
Subscriber agrees that the Company assumes no responsibility or liability of
any nature whatsoever for the accuracy, adequacy or completeness of any
business plan information which has been created based upon the Company’s
management experience.  In particular, and without limiting the generality of
the foregoing, the decision to subscribe for Units has not been influenced by:



	 	(i)	newspaper,
magazine or other media articles or reports related to the Company or its
business;



	 	(ii)	promotional
literature or other materials used by the Company for sales or marketing
purposes; or



	 	(iii)	any
representations, oral or otherwise, that the Company will become a listed
company, that any of the Securities will be repurchased or have any guaranteed
future realizable value or that there is any certainty as to the success of the
Company or the liquidity or value of any of the Securities;



	 	(l)	
Advertisements:  
the Subscriber acknowledges that the Subscriber has not purchased Units as a
result of any general solicitation or general advertising, including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media or broadcast over radio or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;



	 	(m)	
Information
not received:   the Subscriber has not received, nor has the Subscriber
requested, nor does the Subscriber have any need to receive, any offering
memorandum or any other document (other than financial statements or any other
document the content of which is 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 Units, and the Subscriber has
not become aware of any advertisement in printed media of general and regular
paid circulation, radio or television with respect to the distribution of the Units;



	 	(n)	
Information
received:   the Subscriber has had access to such additional information,
if any, concerning the Company as the Subscriber has considered necessary in
connection with the Subscriber’s investment decision to acquire the Units;



	 	(o)	
Satisfaction
with information received:   the Subscriber acknowledges that, to the
Subscriber’s satisfaction:



	 	(i)	the
Subscriber has either had access to or has been furnished with sufficient
information regarding the Company and the terms of this investment transaction
to the Subscriber’s satisfaction;



	 	(ii)	the
Subscriber has been provided the opportunity to ask questions concerning this
investment transaction and the terms and conditions thereof and all such
questions have been answered to the Subscriber’s satisfaction; and



	 	(iii)	the
Subscriber has been given ready access to and an opportunity to review any
information, oral or written, that the Subscriber has requested concurrent with
or as a part of this Agreement;





 - 8 -

	 	(p)	
Economic
risk:   the Subscriber has such knowledge and experience in financial and
business affairs as to be capable of evaluating the merits and risks of the
Subscriber’s investment in and to the Securities, and the Subscriber is able to
bear the economic risk of a total loss of the Subscriber’s investment in and to
any of the Securities;



	 	(q)	
Speculative
investment:   the Subscriber understands that an investment in the Securities
is a speculative investment and that there is no guarantee of success of the
Company’s management’s plans.  Management’s plans are an effort to apply
present knowledge and experience to project a future course of action which is
hoped will result in financial success employing the Company’s assets and with
the present level of management’s skills and of those whom the Company will
need to attract (which cannot be assured).  Additionally, all plans are capable
of being frustrated by new or unrecognized or unappreciated present or future
circumstances which can typically not be accurately, or at all, predicted;



	 	(r)	
Address:  
the Subscriber is resident as set out on the last page of this Agreement as the
“Subscriber’s Address”, and the address as set forth on the last page of this
Agreement is the true and correct address of the Subscriber;



	 	(s)	
Risk
and resale restriction:   the Subscriber is aware of the risks and other
characteristics of the Securities and of the fact that the Subscriber will not
be able to resell the Securities except in accordance with the applicable
securities legislation and regulatory policy;



	 	(t)	
Representations
as to resale:   no person has made to the Subscriber any written or oral
representations:



	 	(i)	that
any person will resell or repurchase any of the Securities;



	 	(ii)	that
any person will refund the purchase of any of the Securities;



	 	(iii)	as
to the future price or value of any of the Securities; or



	 	(iv)	that
any of the Securities will be listed and posted for trading on any stock
exchange, over-the-counter or bulletin board market, or that application has
been made to list and post any of the Securities for trading on any stock
exchange, over-the-counter or bulletin board market; and



	 	the
Subscriber will not resell any of the Securities except in accordance with the
provisions of applicable securities legislation and stock exchange,
over-the-counter and/or bulletin board market rules;



	 	(u)	
Reports
and undertakings:   if required by applicable securities legislation,
policy or order or by any securities commission, stock exchange or other
regulatory authority, the Subscriber will execute and otherwise assist the
Company in filing such reports, undertakings and other documents as may be
reasonably required with respect to the issue of the Units;



	 	(v)	
Resale
restrictions:   the Subscriber has been independently advised as to the
applicable hold period imposed in respect of the Securities by securities
legislation in the jurisdiction in which the Subscriber’s resides and confirms
that no representation has been made respecting the applicable hold periods for
the Securities and is aware of the risks and other characteristics of the Securities
and of the fact that the Subscriber may not be able to resell the Securities except
in accordance with the applicable securities legislation and regulatory policy;



	 	(w)	
Age
of majority:   the Subscriber, if an individual, has attained the age of
majority and is legally competent to execute this Agreement and to take all
actions required pursuant hereto;





 - 9 -

	 	(x)	
Authorization
and formation of Subscriber:   the Subscriber, if a corporation,
partnership, trust or other form of business entity, is authorized and
otherwise duly qualified to purchase and hold the Securities, and such entity
has not been formed for the specific purpose of acquiring Securities in this
issue.  If the Subscriber is one of the aforementioned entities it hereby
agrees that, upon request of the Company, it will supply the Company with any
additional written information that may be requested by the Company.  In
addition, the entering into of this Agreement and the transactions contemplated
hereby will not result in the violation of any of the terms of and provisions
of any law applicable to, or the constating documents, if a corporation, of,
the Subscriber or of any agreement, written or oral, to which the Subscriber
may be a party or by which the Subscriber may be bound;



	 	(y)	
Legal
obligation:   this Agreement has been duly and validly authorized, executed
and delivered by and constitutes a legal, valid, binding and enforceable
obligation of the Subscriber;



	 	(z)	
Legal
and tax consequences:   the Subscriber acknowledges that an investment in
the Securities of the Company may have tax consequences to the Subscriber under
applicable law, which the Subscriber is solely responsible for determining, and
the Subscriber also acknowledges and agrees that the Subscriber is responsible
for obtaining its own legal and tax advice;



	 	(aa)	
Compliance
with applicable laws:   the Subscriber knows of no reason (and is
sufficiently knowledgeable to determine the same or has sought legal advice)
why the delivery of this Agreement, the acceptance of it by the Company and the
issuance of the Units to the Subscriber will not comply with all applicable
laws of the Subscriber’s jurisdiction of residence or domicile, and all other
applicable laws, and the Subscriber has no reason to believe that the
Subscriber’s subscription hereby will cause the Company to become subject to or
required to comply with any disclosure, prospectus or reporting requirements or
to be subject to any civil or regulatory review or proceeding.  In addition,
the Subscriber will comply with all applicable securities laws and will assist
the Company in all reasonable manner to comply with all applicable securities
laws;



	 	(ab)	
Encumbrance
or transfer of Securities:   while the Company is a non-reporting company
in Canada, the Subscriber will not sell, assign, gift, pledge or encumber in
any manner whatsoever any of the Securities herein subscribed for in Canada without
the prior written consent of the Company and in accordance with applicable
securities legislation;



	 	(ac)	
Regulation
S:   if the Subscriber is not a resident of the United States, the
Subscriber further represents and warrants that the Subscriber was not
specifically formed to acquire any of the Securities subscribed for in this
Agreement in violation of the provisions of Regulation S;



	 	(ad)	
Finders’
fees:   the Subscriber has not retained, employed or introduced any broker,
finder or other person who would be entitled to a brokerage commission or
finder’s fee arising out of the transactions contemplated hereby;



	 	(ae)	
Additional
Subscriber acknowledgements:   the Subscriber also acknowledges (on its own
behalf and, if applicable, on behalf of those for whom the Subscriber is
contracting hereunder) as set forth below:



	 	(i)	it has been furnished
with all information, financial and otherwise, concerning the business, affairs
and financial position of the Company necessary to make an informed decision to
purchase the Units
and the
Subscriber agrees that such information has not been furnished pursuant to any
form of written material which is, or may be construed as, an offering
memorandum as that term is defined in the securities legislation of any
Province of Canada or any State of the United States, the securities
legislation in the jurisdictions in which the Company is incorporated and
conducts business and the securities legislation in the jurisdiction in which
the Subscriber is resident (collectively, the “Applicable Securities
Legislation” herein) as such legislation is from time to time amended, and
the regulations and rules prescribed thereto;





 - 10 -

	 	(ii)	the issue of the Units
will be made pursuant to exemptions from the registration and prospectus
requirements of the Applicable Securities Legislation and therefore:



	 	(A)	the
Subscriber may be restricted from using certain of the civil remedies available
under such legislation and certain protections, rights and remedies provided in
such legislation, including statutory rights of rescission or damages, may not
be available to the Subscriber;



	 	(B)	the
Subscriber may not receive information that might otherwise be required to be
provided to the Subscriber under such legislation;



	 	(C)	the
Company may be relieved from certain obligations that would otherwise apply
under such legislation;



	 	(D)	no
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Securities;



	 	(E)	there
is no government or other insurance covering the Securities; and



	 	(F)	there
are risks associated with the purchase of the Securities;



	 	(iii)	no prospectus has been
filed by the Company with any regulatory authority in connection with the
issuance of the Securities
and the
Company has already issued or may issue units or shares for significantly
lesser consideration per unit or share than is being paid by the Subscriber for
Units hereunder;



	 	(iv)	any Subscription Price
monies paid by the Subscriber for the Units are not subject to any restrictions
pertaining to the use thereof by the Company and may be used immediately by the
Company upon the Company’s Acceptance;



	 	(v)	this
subscription forms part of a larger Offering and is subject only to the
Company’s Acceptance of this subscription Agreement and the Subscription Price
therefore;



	 	(vi)	the
sale and delivery of the Units to the Subscriber or to any subscriber on whose
behalf the Subscriber is contracting is conditional upon such sale being exempt
from the requirement to file a prospectus or to prepare and deliver an offering
memorandum under any applicable legislation relating to the sale of the Units
or upon the issuance of such orders, consents or approvals as may be required
to permit such sale without the requirement of filing a prospectus or preparing
and delivering an offering memorandum;



	 	(vii)	the
Company may be required to provide applicable securities regulatory authorities
with a list setting forth the identities of the beneficial purchasers of the Units
and the Subscriber acknowledges and agrees that the Subscriber will provide, on
request, particulars as to the identity of such beneficial purchasers as may be
required by the Company in order to comply with the foregoing; and



	 	(viii)	the
Subscriber (or others for whom the Subscriber is contracting hereunder) has
been advised to consult its own legal advisors with respect to the merits and
risks of an investment in the Securities and with respect to applicable resale
restrictions and the Subscriber (or others for whom the Subscriber is
contracting hereunder) is solely responsible, and the Company is not in any way
responsible, for compliance with applicable resale restrictions;





 - 11 -

	 	(af)	
Additional
Subscriber covenants and agreements:   the Subscriber further covenants and
agrees that
the Company will also rely upon the following covenants and agreements in
determining whether or not to accept this subscription under all Applicable
Securities Legislation:



	 	(i)	the
Subscriber acknowledges and consents to the collection and retention by the
Company of certain information, including personal information, regarding the
Subscriber and the Subscriber’s subscription, including the Subscriber’s name,
address, telephone number and e-mail address, the number of Securities purchased
and any control persons of the Subscriber.  The Subscriber acknowledges and
agrees that this information will be retained on the share register of the Company
which may be available for inspection by the public.  The Subscriber further
consents and agrees to the release of this information to the securities
regulatory authorities as required by law and regulatory policies; and



	 	(ii)	the Subscriber agrees
that this Agreement will in no way restrict the Company from obtaining further
funds through the sale of equity securities of the Company or otherwise.


3.5                          Company
Confidential Information.   The
Subscriber acknowledges that the Company is presently engaged in the business
of beverage manufacturing and sales. The Subscriber recognizes the importance
of protecting the Company’s trade secrets, confidential information and other
proprietary information and related rights acquired through the Company’s
expenditure of time, effort and money.  Therefore, in consideration of the
Company permitting the Subscriber to submit this subscription and have access
to Company information and/or Company confidential information otherwise coming
to the Subscriber, the Subscriber agrees to be bound by the following terms and
conditions:


	 	(a)	
Definitions:  
for all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires, the following words and phrases shall
have the following meanings:



	 	(i)	“Confidential Information”
includes any of the following:



	 	(A)	any and all versions of the trade
names, trade-mark, business plans, products, software, all Developments (as
defined below) and all other matters owned or marketed by the Company;




	 	(B)	information regarding the Company’s
business operation, methods and practices, including marketing strategies,
product pricing, margins and hourly rates for staff and information regarding
the financial affairs of the Company;



	 	(C)	the names of the Company’s
clients and the names of the suppliers to the Company, and the nature of the
Company’s relationships with these clients and suppliers; and



	 	(D)	any other trade secret or
confidential or proprietary information in the possession or control of the
Company;



	 	however,
Confidential Information
does not include information which is or becomes generally available to the
public without the Subscriber’s fault; and



	 	(ii)	“Developments” include all
the following related to the products or business of the Company:



	 	(A)	copyright works, software, documentation,
data, designs, scripts, photographs, music, reports, flowcharts, trade-marks,
specifications, source codes, product designs or formula and any related works,
including any enhancements, modifications or additions to the products owned,
marketed or used by the Company; and






 
- 12 -

	 	(B)	inventions, devices, discoveries,
concepts, ideas, algorithms, formulae, know-how, processes, techniques, systems
and improvements, whether patentable or not;



	 	developed, created, acquired,
generated or reduced to practice by the Company or any person by or for the
Company, including the Subscriber;



	 	(b)	
Maintaining
confidentiality:   at
all times the Subscriber shall keep in strictest confidence and trust the
Confidential Information.  The Subscriber shall take all necessary precautions
against unauthorized disclosure of the Confidential Information, and, except as
required by applicable law, judicial process or regulatory investigation, the
Subscriber shall not, directly or indirectly disclose, allow access to, transmit
or transfer the Confidential Information to a third party, nor shall the
Subscriber use, copy or reproduce the Confidential Information except as may be
reasonably required for the Subscriber with the permission of the Company;



	 	(c)	
Return
of Confidential Information:   at
the request of the Company the Subscriber shall immediately return to the
Company all materials, including all copies in whatever form, containing the
Confidential Information which are in the Subscriber’s possession or under the
Subscriber’s control; and



	 	(d)	
No
rights to Confidential Information:   the Subscriber acknowledges and agrees that the
Subscriber shall not acquire any right, title or interest in or to the
Confidential Information.  Should any interest in the Confidential Information
come into the possession of the Subscriber by any means, other than specific
written transfer by the Company, the Subscriber hereby assigns and transfers,
now and in the future, to the Company, and agrees that the Company shall be the
exclusive owner of, all of the Subscriber’s right, title and interest to any
such throughout the world, including all trade secrets, patent rights,
copyrights and all other intellectual property rights therein.  The Subscriber
further agrees to cooperate fully at all times with respect to signing further
documents and doing such acts and other things required by the Company to
confirm such transfer of ownership of rights.  The Subscriber agrees that the
obligations in this section shall continue beyond the issue of any Securities hereunder,
beyond the ownership of any Securities acquired hereunder and beyond the
termination of the Subscriber’s employment, engagement or association with the
Company, for a period of five years from the date that the Subscriber delivers
this Agreement to the Company.


3.6                          Reliance
on Subscriber’s representations and warranties and indemnification.  
The Subscriber understands that the Company will rely on the representations
and warranties of the Subscriber herein in determining whether a sale of the Units
to the Subscriber is in compliance with federal and applicable state and
provincial securities laws.  The Subscriber hereby agrees to indemnify the
Company and its affiliates and hold the Company and its affiliates harmless
from and against any and all liability, damage, cost or expense (including
reasonable attorney’s fees) incurred on account of or arising out of: (i) any
inaccuracy in the Subscriber’s acknowledgements, representations or warranties
set forth in this Agreement; (ii) the disposition of any of the Securities which
the Subscriber will receive, contrary to the Subscriber’s acknowledgements,
representations or warranties in this Agreement or otherwise; (iii) any suit or
proceeding based upon the claim that such acknowledgments, representations or
warranties were inaccurate or misleading or otherwise cause for obtaining
damages or redress from the Company or its affiliates; and (iv) the Subscriber’s
failure to fulfill any or all of the Subscriber’s obligations herein.


3.7                          Change
in Subscriber’s representations and warranties.   All of the
information set forth hereinabove with respect to the Subscriber and including,
without limitation, the acknowledgements, representations and warranties set
forth hereinabove, is correct and complete as of the date hereof and, if there
should be any material change in such information prior to the acceptance of
this subscription Agreement by the Company, the Subscriber will immediately
furnish the revised or corrected information to the Company.




 - 13 -

3.8                          The
Company’s representations and warranties.   The Company hereby
represents and warrants as follows and hereby acknowledges and agrees that the
Subscriber will rely on the following representations and warranties in
effecting the subscription contemplated hereby:


	 	(a)	
Organizationand Qualification of the Company: the Company is a corporation duly organized,validly existing and in good standing under the laws of the State of Nevada andhas the requisite corporate power to own its properties and to carry on itsbusiness as now being conducted. The Company is duly qualified as a foreigncorporation to do business and is in good standing in each jurisdiction wherethe nature of the business conducted or property owned by it makes suchqualification necessary, other than those jurisdictions in which the failure toso qualify would not have a material adverse effect on the business, operationsor condition (financial or otherwise) of the Company;



	 	(b)	
Authority: the Company hasthe requisite corporate power and authority to execute and deliver thisAgreement and to consummate the Offering and the other transactionscontemplated hereby. The execution and delivery of this Agreement by theCompany and the consummation by the Company of the transactions contemplatedhereby have been duly authorized by all necessary action on the party of theCompany, and no further consent or action is required;



	 	(c)	
Enforceability: this Agreement hasbeen duly executed and delivered by the Company and constitutes the valid andbinding obligations of the Company enforceable against the Company inaccordance with its terms, subject as to enforceability to general principlesof equity and to bankruptcy, insolvency, moratorium, and other similar lawsaffecting the enforcement of creditors’ rights generally;



	 	(d)	
NoConflicts:the execution, delivery and performance of this Agreement by the Company andthe consummation of the Offering by the Company do not and will not conflictwith or violate (i) any provision of the Articles of Incorporation or bylaws ofthe Company, as amended, or (ii) any judgment, order, decree, statute, law,ordinance, rule or regulation applicable to the Company, except where suchconflict or violation would not have a material adverse effect on the business,operations or condition (financial or otherwise) of the Company. No materialconsent, waiver, approval order or authorization of, or registration,declaration or filing with, any court, administrative agency or commission orother federal, state, county, local or foreign governmental authority,instrumentality, agency or commission or any third party, including a party toany material agreement with the Company, is required in connection with theexecution, delivery and performance of this Agreement or the consummation ofthe Offering by the Company;



	 	(e)	
TheShares:The Shares and the Warrant Shares been duly authorized, and when issued andpaid for in accordance with this Agreement and the Warrant, will be duly andvalidly issued, fully paid and non-assessable. The Company has reserved fromits duly authorized capital stock the number of Warrant Shares issuable uponexercise of the Warrant. The Shares have not been issued in violation of, andare not subject to, any preemptive or subscription rights;



	 	(f)	
SECFilings:the Company has filed all reports required to be filed by it under the U.S. Actand under the United States Securities Exchange Act of 1934, as amended(the “Exchange Act”), including pursuant to Section 13(a) or 15(d)thereof, for the 18 months preceding the date hereof (collectively, the “SECReports”) on a timely basis or has received a valid extension of such timeof filing. At the time they were filed, the SEC Reports complied in allmaterial respects with the requirements of the U.S. Act and the Exchange Actand the rules and regulations promulgated thereunder. At the time when theywere filed, none of the SEC Reports contained any untrue statement of amaterial fact or omitted to state any material fact required to be statedtherein or necessary to make the statements made therein in light of thecircumstances under which they were made, not misleading. The financialstatements of the Company contained in the SEC Reports comply in all materialrespects with all applicable accounting requirements of the United StatesSecurities and Exchange Commission (the “SEC”), were prepared inaccordance with generally accepted accounting principles, and fairly present inall material respects the financial condition of the Company as of the datesthereof. The number and type of all authorized, issued and outstanding sharesof capital stock of the Company is as set forth in the SEC Reports; and





 - 14 -

	 	(g)	
Absenceof Certain Changes:Since the date of the last audited financial statement contained in the SECReports, there has been no material adverse change and no material adversedevelopment in the business, properties, operations, condition (financial orotherwise), or results of operations of the Company, except as disclosed in theSEC Reports.


Article 4
UNITED STATES DECLARATIONS




4.1                          Subscriber’s
declarations as an “Accredited Investor” if resident in the United States.  
If applicable and the Subscriber is a resident of the United States, the undersigned Subscriber also warrants and
certifies that the Subscriber is an “Accredited Investor”, as that term
is defined in “Rule 501” of “Regulation D” promulgated under
Section 4(2) of the U.S. Act, by
virtue of the Subscriber’s qualification under one or more of the following
categories {please check the appropriate category or categories where
applicable}:


           The Subscriber is a natural person whose
individual net worth, or joint net worth with that person’s spouse, exceeds
U.S. $1,000,000.


	 	[  ] 	The Subscriber is a natural person who had an
      individual income in excess of U.S. $200,000 in each of the two most recent
      years or joint income with the Subscriber’s spouse in excess of U.S. $300,000
      in each of those years and has a reasonable expectation of reaching the same
      income level in the current year.



	 	[  ]  	The Subscriber is a corporation, organization
      described in section 501(c)(3) of the United States Internal Revenue Code, Massachusetts, or similar
      business trust or partnership, not formed for the specific purpose of acquiring
      the Post-split Shares, with total assets in excess of U.S. $5,000,000.



	 	[  ]  	The Subscriber is a trust, with total assets
      in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring
      the Post-split Shares, whose purchase is directed by a sophisticated person.



	 	[  ]  	The Subscriber is a director or executive
      officer of the Company.



	 	[  ]  	The Subscriber is a “private business
      development company” as that term is defined in section 202(a)(22) of the
      United States Investment Advisers Act of
        1940.



	 	[  ]  	The Subscriber is an entity in which all of
      the equity owners are accredited investors under one or more of the categories
      set forth hereinabove.


                                In
this regard the Subscriber hereby acknowledges and agrees that one of the
requirements of the above-referenced exemption is that the Company and the
persons involved in the offering and sale of the relevant securities; and in
this case the Shares; must have
reasonable grounds to believe and, in fact, believe that the Subscriber,
whether alone or together with the Subscriber’s representative, if any, has
such knowledge and experience in financial and business matters that the
Subscriber is capable of evaluating the merits and risks of the prospective
investment.  As a result, and in order to be assured that the offer and sale of Post-split Shares to the Subscriber as an
Accredited Investor will not result in violation of that certain exemption from
the registration and prospectus delivery requirement of the U.S. Act specified
by the provisions of Rule 501 and “Rule 506” of Regulation D promulgated
under Section 4(2) of the U.S. Act.


Article 5
RESTRICTED
SECURITIES AND REGISTRATION





5.1                          No
initial registration.   The
Subscriber acknowledges and understands that neither the sale of the Units
which the Subscriber is acquiring nor any
of the Securities themselves have
been registered under any Applicable Securities Legislation and, furthermore,
that the Securities must be held
indefinitely unless subsequently registered under Applicable Securities Legislation
or an exemption from such registration is available.




 - 15 -

5.2                          Legending
of the Securities.   The Subscriber
also acknowledges and understands that the certificates representing the
Securities will be stamped with the
following legend (or substantially equivalent language) restricting transfer in
the following manner:



“These
securities have not been registered under the United States Securities Act
of 1933, as amended, or the laws of any state, and are being issued
pursuant to an exemption from registration pertaining to such securities and
pursuant to a representation by the security holder named hereon that said
securities have been acquired for purposes of investment and not for purposes
of distribution.  These securities may not be offered, sold, transferred,
pledged or hypothecated in the absence of registration, or the availability of
an exemption from such registration.  The stock transfer agent has been ordered
to effectuate transfers only in accordance with the above instructions.”

(or)

“These
securities have not been registered under the United States Securities Act
of 1933, as amended (the “Act”), or the laws of any state, and are being
issued in reliance upon Regulation S promulgated under the Act.  These
securities may not be offered, sold, transferred, pledged or hypothecated in
the absence of registration, the availability of an exemption from such
registration or compliance with Regulation S.  The stock transfer agent has
been ordered to effectuate transfers only in accordance with the above
instructions.

(and, if applicable)

“Unless
permitted under applicable securities legislation, the holder of the securities
represented hereby shall not trade the securities in Canada before the earlier
of (i) the date that is four months and a day after the date the company first
became a reporting issuer in any of Alberta, British Columbia, Manitoba, Nova
Scotia, Ontario, Quebec and Saskatchewan, if the company is a sedar filer, and
(ii) the date that is four months and a day after the later of (a) the
distribution date, and (b) the date the company became a reporting issuer in
the local jurisdiction of the subscriber of the securities that are the subject
of the trade.

(and)

“Unless
otherwise permitted under securities legislation, the holder of this security
must not trade the security in or from British Columbia unless the conditions
in section 12(2) of BC Instrument 51-509 Issuers Quoted in the U.S.
Over-the-Counter Market are met.”.












                                 The
Subscriber hereby consents to the Company making a notation on its records or
giving instructions to any transfer agent of the Securities in order to
implement the restrictions on transfer set forth and described hereinabove.


5.3                          Disposition
under Rule 144.   The Subscriber
also acknowledges and understands that:


	 	(a)	the Securitiesare restricted securities within themeaning of Rule 144 promulgated under the U.S. Act;



	 	(b)	the exemption from registration under Rule144 will not be available in any event for at least six months from the date ofpurchase and payment of the Securitiesby the Subscriber, and even then will notbe available unless (i) adequate information concerning the Company is thenavailable to the public and (ii) other terms and conditions of Rule 144 arecomplied with; and



	 	(c)	any sale of the Securities may be made by the Subscriber only in limitedamounts in accordance with such terms and conditions.


                                In
this regard the Subscriber further acknowledges and understands that, without
in anyway limiting the acknowledgements and understandings as set forth
hereinabove, the Subscriber agrees that the Subscriber shall in no event make
any disposition of all or any portion of the Securities which the Subscriber is acquiring hereunder
unless and until:


	 	(a)	thereis then in effect a “Registration Statement” under the U.S. Act coveringsuch proposed disposition and such disposition is made in accordance with saidRegistration Statement; or





 - 16 -

	 	(b)	(i) the Subscriber shall have notified the Company of the proposed disposition andshall have furnished the Company with a detailed statement of the circumstancessurrounding the proposed disposition, (ii) the Subscriber shall have furnishedthe Company with an opinion of the Subscriber’s own counsel to the effect thatsuch disposition will not require registration of any such Securitiesunder the U.S. Act and (iii) such opinionof the Subscriber’s counsel shall have been concurred in by counsel for theCompany and the Company shall have advised the Subscriber of such concurrence.


Article
6
GENERAL
PROVISIONS




6.1                          Address
for delivery.   Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be
sent by delivery (electronic or otherwise) or prepaid registered mail deposited
in a post office addressed to the Subscriber or the Company at the address
specified in this Agreement.  The date of receipt of such notice, demand or
other communication shall be the date of delivery thereof if delivered, or, if
given by registered mail as aforesaid, shall be deemed conclusively to be the
fifth calendar day after the same shall have been so mailed, except in the case
of interruption of postal services for any reason whatsoever, in which case the
date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee. Either party may at any
time and from time to time notify the other party in writing of a change of
address and the new address to which notice shall be given to it thereafter
until further change.


6.2                          Severability
and construction. Each Article, section, sub-section, paragraph,
sub-paragraph, term and provision of this Agreement, and any portion thereof,
shall be considered severable, and if, for any reason, any portion of this
Agreement is determined to be invalid, contrary to or in conflict with any
applicable present or future law, rule or regulation, that ruling shall not
impair the operation of, or have any other effect upon, such other portions of
this Agreement as may remain otherwise intelligible (all of which shall remain
binding on the parties and continue to be given full force and agreement as of
the date upon which the ruling becomes final).


6.3                          Gender
and number. This Agreement is to be read with all
changes in gender or number as required by the context.


6.4                          Governing
law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada, U.S.A., and the federal laws of the
United States applicable therein.  Any dispute regarding matters as between the
Subscriber and the Company, whether as a subscriber or shareholder and whether
arising under this Agreement or pursuant to shareholder rights pursuant to the
con-stating documents of the Company or applicable law, shall be adjudicated in
the Courts of the State of Nevada, U.S.A., unless the Company shall permit
otherwise.


6.5                          Representation
and costs.   It is hereby acknowledged by each of the parties hereto
that the Company’s Counsel acts solely for the Company, and, correspondingly,
that the Subscriber has been required by each of the Company’s Counsel and the
Company to obtain independent legal advice with respect to the Subscriber’s
review and execution of this Agreement.   In addition, it is hereby further
acknowledged and agreed by the parties hereto that the Company’s Counsel, and
certain or all of its principal owners or associates, from time to time, may
have both an economic or shareholding interest in and to the Company and/or a
fiduciary duty to the same arising from either a directorship, officer-ship or
similar relationship arising out of the request of the Company for certain of
such persons to act in a similar capacity while acting for the Company as
counsel.  Correspondingly, and even where, as a result of this Agreement, the
consent of each party hereto to the role and capacity of the Company’s Counsel
and its principal owners and associates, as the case may be, is deemed to have
been received, where any conflict or perceived conflict may arise, or be seen
to arise, as a result of any such capacity or representation, each party hereto
acknowledges and agrees to, once more, obtain independent legal advice in
respect of any such conflict or perceived conflict and, consequent thereon, the
Company’s Counsel, together with any such principal owners or associates, as
the case may be, shall be at liberty at any time to resign any such position if
it or any party hereto is in any way affected or uncomfortable with any such
capacity or representation.  The Company will bear and pay its and the
Subscriber’s costs, legal and otherwise, in connection with their respective
preparation, review and execution of this Agreement, and, in particular, that
the costs involved in the preparation of this Agreement and all documentation
necessarily incidental thereto, by the Company’s Counsel, shall be at the cost
of the Company.




 - 17 -

6.6                          Survival
of representations and warranties.   The covenants, representations and
warranties contained herein shall survive the closing of the transactions
contemplated hereby.


6.7                          Counterparts.  
This Agreement may be signed by the parties hereto in as many counterparts as
may be necessary, each of which so signed shall be deemed to be an original,
and such counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the execution date
as set forth in this Agreement.  This Agreement may also be executed and
exchanged by facsimile and such facsimile copies shall be valid and enforceable
agreements.


6.8                          Entire Agreement and
amendments.  
This Agreement constitutes the only agreement between the parties with respect
to the subject matter hereof and shall supersede any and all prior negotiations
and understandings.  There are no collateral agreements or understandings
hereto and this Agreement, and the documents contemplated herein, constitutes
the totality of the parties’ agreement.  This Agreement may be amended or
modified in any respect by written instrument only.


6.9                          Corrections.   The Subscriber
hereby authorizes the Company to correct any minor errors in, or
complete any minor information missing from this Agreement which may be
required to be completed and executed by the Subscriber and delivered to the
Company in accordance with the terms and conditions of this Agreement.


6.10                        Successors and assigns.   The terms and
provisions of this Agreement shall be binding upon and enure to the benefit of
the Subscriber, the Company and their respective successors and lawfully
permitted assigns; provided that, except as herein provided, this Agreement
shall not be assignable by any party without the written consent of the other. 
Notwithstanding the foregoing proviso, the benefit and obligations of this
Agreement, insofar as they extend to or affect the Subscriber, shall pass with
any sale, assignment or transfer of any of the Units, the Shares, the Warrants
or the Warrant Shares in accordance with the terms of this Agreement.


                                IN
WITNESS WHEREOF
the parties hereto have hereunto set their respective hands and seals in the
presence of their duly authorized signatories effective as at the dates as set
forth in the Signature Page/Subscriber Statement at the beginning of this Agreement.