Filed by sedaredgar.com - Future Canada China Environment Inc. - Exhibit 10.1






THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) 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 COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

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.

STOCK OPTION AND SUBSCRIPTION AGREEMENT

THIS STOCK OPTION AND SUBSCRIPTION AGREEMENT is entered into as
of the 5th day of May, 2009 (the "Date of Grant").

BETWEEN:

FUTURE CANADA CHINA ENVIRONMENT
INC., with an office at 114 West Magnolia Street, Suite 437, Bellingham,
Washington (the "Company")

AND:

RUI YANG (the "Optionee")

RECITALS

WHEREAS:

A. The Optionee is the Vice President of the Company and as an
incentive for the Optionee to perform his services, the board of directors of
the Company (the "Board") has authorized the Company to grant stock options to
purchase a total of TWO HUNDRED THOUSAND (200,000) shares of common stock to the
Optionee.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1.1 In this Agreement, the following terms shall have the
following meanings:

	 	(a) 	
      "Common Stock" means the shares of common stock of
      the Company;

	 	 	 
	 	(b) 	
      "Exercise Payment" means the amount of money equal
      to the Exercise Price multiplied by the number
of







Optioned Shares specified in the
Notice of Exercise;

	 	(c) 	
      "Exercise Price" means $5.00 per share;

	 	 	 
	 	(d) 	
      "Expiry Date" means May 5, 2012;

	 	 	 
	 	(e) 	
      "Notice of Exercise" means a notice in writing
      addressed to the Company at its address first recited (or such other
      address of the Company as may from time to time be notified to the
      Optionee in writing), substantially in the form attached as Appendix "A"
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised;

	 	 	 
	 	(f) 	
      "Options" means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 1.2 of this
      Agreement;

	 	 	 
	 	(g) 	
      "Optioned Shares" means the shares of Common
      Stock, subject to the Options;

	 	 	 
	 	(h) 	
      "Securities" means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(i) 	
      "Shareholders" means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(j) 	
      "U.S. Person" shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(k) 	
      "Vested Options" means the Options that have
      vested in accordance with Section 1.3 of this
Agreement.



1.2 The Company agrees to offer to the Optionee the option to
purchase, upon the terms and conditions set forth herein, Options to purchase a
total of TWO HUNDRED THOUSAND (200,000) Optioned Shares at the Exercise
Price.

1.3 The Options shall vest and be exercisable on the Date of
Grant. 

1.4 The Options shall, at 5:00 p.m. (Vancouver time) on the
Expiry Date, forthwith expire and be of no further force or effect
whatsoever.

1.5 Vested Options shall terminate, to the extent not
previously exercised, upon the occurrence of the first of the following
events:

	 	(a) 	
      three (3) years from the Date of Grant;

	 	 	 
	 	(b) 	
      the expiration of thirty (30) days from (1) the date of
      the Optionee's termination of employment or contractual relationship with
      the Company for cause (as determined in the sole discretion of the Board,
      acting reasonably) or (2) the date of resignation by the Optionee from the
      Optionee's employment or contractual relationship with the
  Company;

	 	 	 
	 	(c) 	
      the expiration of one (1) year from the date of the death
      of the Optionee, or the expiration of one (1) year from termination of the
      Optionee's employment or contractual relationship by reason of disability;
      or

	 	 	 
	 	(d) 	
      the expiration of thirty (30) days from the date of the
      Optionee's termination of employment or contractual relationship with the
      Company for any reason whatsoever other than cause, death or
      disability.



1.6 Subject to compliance with any applicable securities laws,
the Options shall be exercisable, in full or in part, at any time after vesting,
until termination; provided, however, that if the Optionee is subject to
the reporting and liability provisions of Section 16 of the Securities
Exchange Act of 1934 with respect to the Common Stock, the 




Optionee shall be precluded from selling, transferring or
otherwise disposing of any Common Stock underlying any Options during the six
(6) months immediately following the grant of that Option. If less than all of
the shares included in the vested portion of any Options are purchased, the
remainder may be purchased at any subsequent time prior to the Expiry Date. Only
whole shares may be issued pursuant to the exercise of any Options, and to the
extent that any Options covers less than one (1) share, it is unexercisable.

Each exercise of the Options shall be by means of delivery of a
Notice of Exercise (which may be in the form attached hereto as Exhibit
A) to the Secretary of the Company at its principal executive office,
specifying the number of shares of Common Stock to be purchased and accompanied
by payment in cash by certified check or cashier's check in the amount of the
full exercise price for the Common Stock to be purchased. In addition to payment
in cash by certified check or cashier's check, an Optionee or transferee of the
Options may pay for all or any portion of the aggregate exercise price by
complying with one or more of the following alternatives:

	 	(a) 	
      by delivering a properly executed Notice of Exercise
      together with irrevocable instructions to a broker promptly to sell or
      margin a sufficient portion of the Common Stock and deliver directly to
      the Company the amount of sale or margin loan proceeds to pay the exercise
      price; or

	 	 	 
	 	(b) 	
      by complying with any other payment mechanism approved by
      the Board at the time of exercise.



It is a condition precedent to the issuance of Optioned Shares
that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with applicable laws.

1.7 Nothing in this Agreement shall obligate the Optionee to
purchase any Optioned Shares except those Optioned Shares in respect of which
the Optionee shall have exercised the Options in the manner provided in this
Agreement.

2. Documents Required from Optionee

2.1 The Optionee must complete, sign and return an executed
copy of this Agreement to the Company.

2.2 The Optionee 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, and
applicable law.

2.3 The Questionnaire in the form attached as Exhibit B.

3. Acknowledgements of the Optionee

3.1 The Optionee acknowledges and agrees that:

	 	a) 	
      the Optionee is a director and/or officer of the
      Company;

	 	 	 
	 	b) 	
      none of the Securities have been 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, 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;

	 	 	 
	 	c) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	d) 	
      the Optionee has received and carefully read this
      Agreement and the public information which has been filed with the SEC in
      compliance or intended compliance with applicable securities legislation
      (collectively, the "Company Information");








	 	e) 	
      the decision to execute this 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 the Company
      Information (the receipt of which is hereby acknowledged);

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

	 	 	 
	 	g) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	h) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	i) 	
      the Optionee has not acquired the Securities as a result
      of, and will not itself engage in, any "directed selling efforts" (as
      defined in Regulation S under the 1933 Act) 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 Optionee 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;

	 	 	 
	 	j) 	
      the Optionee and the Optionee's advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities hereunder, and to obtain additional information, to the
      extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information about the
    Company;

	 	 	 
	 	k) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Optionee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Optionee, the Optionee's attorney
      and/or advisor(s) (if applicable);

	 	 	 
	 	l) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Optionee contained in
      this Agreement;

	 	 	 
	 	m) 	
      the Optionee 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 Optionee contained herein or in any document furnished by the Optionee
      to the Company in connection herewith being untrue in any material respect
      or any breach or failure by the Optionee to comply with any covenant or
      agreement made by the Optionee to the Company in connection
    therewith;

	 	 	 
	 	n) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Optionee 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 service of the National Association of Securities
      Dealers, Inc.;

	 	 	 
	 	o) 	
      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 accordance with applicable state and provincial
      securities laws;








	 	p) 	
      the statutory and regulatory basis for the exemption
      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 and provincial securities laws;

	 	 	 
	 	q) 	
      the Optionee has been advised to consult the Optionee'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 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
      Optionee is resident in connection with the distribution of the Securities
      hereunder, and

	 	 	 
	 	ii) 	
      applicable resale restrictions;
and




	 	r) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.



4. Representations, Warranties and Covenants of the
Optionee

4.1 The Optionee hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the closing) that:

	 	a) 	
      the Optionee is a director and/or officer of the
      Company;

	 	 	 
	 	b) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

	 	 	 
	 	c) 	
      the Optionee has received and carefully read this
      Agreement;

	 	 	 
	 	d) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee in accordance with its terms;

	 	 	 
	 	e) 	
      the Optionee is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	f) 	
      the Optionee is not a U.S. Person;

	 	 	 
	 	g) 	
      the Optionee is resident in the jurisdiction set out on
      page 1 of this Agreement;

	 	 	 
	 	h) 	
      the acquisition of the Securities by the Optionee as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Optionee;

	 	 	 
	 	i) 	
      the Optionee is acquiring the Securities for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 
	 	j) 	
      the Optionee is outside the United States when receiving
      and executing this Agreement and is acquiring the Securities as principal
      for the Optionee'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;

	 	 	 
	 	k) 	
      the Optionee is not an underwriter of, or dealer in, the
      common shares of the Company, nor is the Optionee participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 
	 	l) 	
      the Optionee (i) has adequate net worth and means of
      providing for his/her/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, and can afford the complete loss of such
      investment;

	 	 	 
	 	m) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption "Risk Factors" appearing in the
      Company's various disclosure documents, filed with the SEC;

	 	 	 
	 	n) 	
      the Optionee has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the
    Company;

	 	 	 
	 	o) 	
      the Optionee understands and agrees that the Company and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Optionee shall promptly
      notify the Company;

	 	 	 
	 	p) 	
      the Optionee acknowledges that the Optionee has not
      acquired the Securities as a result of, and will not itself engage in, any
      "directed selling efforts" (as defined in Regulation S under the 1933 Act)
      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
      Optionee may sell or otherwise dispose of the Securities pursuant to
      registration of the Securities 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;

	 	 	 
	 	q) 	
      the Optionee 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 anyway whatsoever for the
      Optionee's decision to invest in the Securities and the Company;

	 	 	 
	 	r) 	
      the Optionee understands and agrees that none of the
      Options or the Optioned Securities have been or will be registered under
      the 1933 Act, or under any state securities or "blue

	 	 	 
	 	s) 	
      sky" laws of any state of the United States, and, unless
      so registered, may not be offered or sold 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;

	 	 	 
	 	t) 	
      it understands and agrees that the Company will refuse to
      register any transfer of the Optioned 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,
      or in a transaction not subject to, the registration requirements of the
      1933 Act;

	 	 	 
	 	u) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities as a result of any form
      of general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 
	 	v) 	
      no person has made to the Optionee 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 price of any of
      the Securities; or








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



4.2 In this Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and, for
the purpose of this Agreement, includes any person in the United States.

5. Acknowledgement and Waiver

5.1 The Optionee has acknowledged that the decision to purchase
the Securities was solely made on the basis of publicly available information
contained in the Company Information. The Optionee hereby waives, to the fullest
extent permitted by law, any rights of withdrawal, rescission or compensation
for damages to which the Optionee might be entitled in connection with the
distribution of any of the Securities.

6. Legending of Subject Securities

6.1 The Optionee 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 will bear a legend in substantially the following
form:


  THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
    AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
    PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
    AMENDED (THE "1933 ACT"). 

  NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
    UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
    MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS
    DEFINED HEREIN) 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 COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON"
    ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

  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.



6.2 The Optionee 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 Agreement.









7. Costs


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


8. Governing Law


8.1 This Agreement is governed by the laws of the State of Nevada. The Optionee irrevocably attorns to the jurisdiction of the courts of the State of Nevada.


9. Survival


9.1 This 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 underlying the Options by the Optionee pursuant hereto.


10. Assignment


10.1 This Agreement is not transferable or assignable.


11. Counterparts and Electronic Means


11.1 This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. Delivery of an executed copy of this 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 Agreement as of the date first above written.


12. Currency


12.1 Unless explicitly stated otherwise, all funds in this Agreement are stated in United States dollars.


13. Severability


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


14. Entire Agreement


14.1 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement is the only agreement between the Optionee and the Company with respect to the Options,
and this Agreement supersedes all prior and contemporaneous oral and written statements and representations and contain the entire agreement between the parties with respect to the Securities.


15. Effectiveness


15.1 This Agreement shall be deemed to be effective following the delivery by the Optionee to the Company of two fully executed copies of this Agreement.






IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written.

FUTURE CANADA CHINA ENVIRONMENT INC.

	By: 		 
	 	Authorized Signatory 	 



	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	 
    
	  	) 	RUI YANG 
	  	) 	  
	  	) 	  
	Occupation 	) 	  






EXHIBIT A

	TO: 	FUTURE CANADA CHINA ENVIRONMENT INC.
  
	  	114 West Magnolia Street, Suite 437 
	  	Bellingham, Washington 


Notice of Exercise

     This Notice of Election to
Exercise shall constitute proper notice pursuant to Section 1.6 of the Stock
Option and Subscription Agreement dated as of May 5th, 2009 (the
"Agreement"), between the Company and the undersigned. The undersigned hereby
elects to exercise Optionee's option to purchase ____________________ shares of
the common stock of the Company at a price of US$5.00 per share, for aggregate
consideration of US$ ____________, on the terms and conditions set forth in the
Agreement. Such aggregate consideration, in the form specified in Section 1.7 of
the Agreement, accompanies this notice.

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows:

	 Registration Information: 	 	Delivery Instructions: 
	 	 	 
	 Name to appear
      on certificates 	 	Name
  
	 	 	 
	 Address 	 	Address
    
	 
    	 	  
	 	 	 
	  	 	Telephone Number 


DATED at ____________________________________, the ____ day
of______________, _______.

	 	 
	 	(Name of Optionee – Please type or print)

	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	(Address of Optionee) 
	 	 
	 	(City, State, and Zip Code of Optionee) 
	 	 
	 	(Fax Number) 






EXHIBIT B 
Questionnaire

In addition to the representations, warranties acknowledgments
and agreements contained in the subscription to which this Exhibit B –
Questionnaire is attached, the Subscriber, for itself or on behalf of any
Disclosed Principal, as applicable, hereby represents, warrants and certifies to
the Company that the Optionee or the Disclosed Principal, as applicable, is
purchasing the securities set out in the subscription as principal, that it is
resident in the jurisdiction set out on the Acceptance Page of the subscription
and: [check all appropriate boxes]

Category 1: Accredited Investor

The Subscriber or the Disclosed Principal, as applicable,
is:

	 [ ]	(a) 	
      a Canadian financial institution, or a Schedule III
      bank;

	 	 	 
	 [ ]	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act;

	 	 	 
	 [ ]	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary;

	 	 	 
	 [ ]	(d) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada, as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario), or the Securities Act (Newfoundland and
      Labrador);

	 	 	 
	 [ ]	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d);

	 	 	 
	 [ ]	(f) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;

	 	 	 
	 [ ]	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l'île de Montréal or an intermunicipal management board in
      Québec;

	 	 	 
	 [ ]	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;

	 	 	 
	 [ ]	(i) 	
      a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;

	 	 	 
	 [ ]	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds Cdn$1,000,000;

	 	 	 
	 [ ]	(k) 	
      an individual whose net income before taxes exceeded
      Cdn$200,000 in each of the two most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded Cdn$300,000 in
      each of the two most recent calendar 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 an individual or investment fund,
      that has net assets of at least Cdn$5,000,000 as shown on its most
      recently prepared financial statements;

	 	 	 	 
	 [ ]	(n) 	
      an investment fund that distributes or has distributed
      its securities only to:

	 	 	 	 
	 		(i) 	
      a person that is or was an accredited investor at the
      time of the distribution;

	 	 	 	 
	 		(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 and 2.19 of NI 45-106,
  or

	 	 	 	 
	 		(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 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 Quebec, 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
      adviser or an adviser 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 owner of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors;

	 	 	 	 
	 [ ]	(u) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser,
      or

	 	 	 	 
	 [ ]	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Quebec, the
      regulator as:

	 	 	 	 
	 		(i) 	
      an accredited investor; or

	 	 	 	 
	 		(ii) 	
      an exempt purchaser in Alberta or British Columbia after
      NI 45-106 comes into force.







Definitions:

"Canadian financial institution" means

	 	(a) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 	 
	 	(b) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of
Canada;



"EVCC" means an employee venture capital corporation
that does not have a restricted constitution, and is registered under Part 2 of
the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and
whose business objective is making multiple investments; 

"financial
  assets" means 

	 	(a) 	
      cash,

	 	 	 
	 	(b) 	
      securities, or

	 	 	 
	 	(c) 	
      a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;



"fully managed account" means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client's express
consent to a transaction; 

"investment fund" means a mutual fund or a
  non-redeemable investment fund, and, for greater certainty in British Columbia,
  includes an EVCC and a VCC;

 "person" includes

	 	(a) 	
      an individual,

	 	 	 
	 	(b) 	
      a corporation,

	 	 	 
	 	(c) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 	 
	 	(d) 	
      an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;



"related liabilities" means

	 	(a) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 
	 	(b) 	
      liabilities that are secured by financial
  assets;



"Schedule III bank" means an authorized foreign bank
named in Schedule III of the Bank Act (Canada); 

"spouse" means, an
  individual who,

	 	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual, or

	 	 	 
	 	(b) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender; or








	 	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta);



"subsidiary" means in issuer that is controlled directly
or indirectly by another issuer and includes a subsidiary of that subsidiary;

"VCC" means a venture capital corporation registered under Part 1 of the
  Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429,
  whose business objective is making multiple investments.

Category 2: Family, Friends and Business
Associates

The Optionee or the Disclosed Principal is [check
appropriate box and complete related blanks]

	 [ ]	(a) 	
      a director, executive officer or control person of the
      Issuer or of an affiliate of the Issuer;

	 	 	 
	 [ ]	(b) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer or control person of the Issuer or an
      affiliate of the Issuer;

	 	 	 
	 [ ]	(c) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer or control person of the Issuer or
      of an affiliate of the Issuer;

	 	 	 
	 [ ]	(d) 	
      a close personal friend* of a director, executive officer
      or control person of the Issuer or of an affiliate of the
Issuer;

	 	 	 
	 [ ]	(e) 	
      a close business associate** of a director, executive
      officer or control person of the Issuer or of an affiliate of the
      Issuer;

	 	 	 
	 [ ]	(f) 	
      a founder of the Issuer or a spouse, parent, grandparent,
      brother, sister, child, close personal friend or close business associate
      of a founder of the Issuer; or




	 [ ] 	(g) 	a parent, grandparent, brother, sister or child
      of a spouse of a founder of the Issuer, of which the relevant director,
      executive officer, control person or founder of the Issuer or affiliate of
      the Issuer is:
      ________________________________________________________________________;
      OR 



	 [ ]	(h) 	
      a person of which a majority of the voting
      securities are beneficially owned by persons described in paragraphs (a)
      to (g);

	 	 	 
	 [ ]	(i) 	
      a person of which a majority of the directors are
      persons described in paragraphs (a) to (g);

	 	 	 
	 [ ]	(j) 	
      a trust or estate of which all of the
      beneficiaries are persons described in paragraphs (a) to (g); or

	 	 	 
	 [ ]	(k) 	
      a trust or estate of which a majority of the
      trustees or executors are persons described in paragraphs (a) to
    (g).



Notes:

	* 	
      "close personal friend" means an individual who has known
      the named director, executive officer, control person or founder well
      enough and for a sufficient period of time to be in a position to assess
      the capabilities and trustworthiness of that person. The term "close
      personal friend" can include a family member who is not already
      specifically identified in paragraphs (b), (c), (f) or (g) if the family
      member otherwise meets the criteria described above. An individual’s
      relationship with the named director, executive officer, control person or
      founder must be direct. An individual is not a "close personal friend"
      solely because that individual is a relative, a client, customer, former
      client or former customer of, or is a member of the same organization,
      association or religious group as, the named director, executive officer,
      control person or founder.








	** 	
      "close business associate" means an individual who has
      had sufficient prior business dealings with the named director, executive
      officer, control person or founder to be in a position to assess the
      capabilities and trustworthiness of that person. An individual's
      relationship with the named director, executive officer, control person or
      founder must be direct. An individual is not a “close business associate”
      solely because that individual is a client, customer, former client or
      former customer of, or is a casual business associate of, or is a person
      introduced or solicited for the purpose of purchasing securities by, the
      named director, executive officer, control person or
  founder.



Category 3: $150,000 Purchaser

	 [ ]	
      The Subscriber or the Disclosed Principal, as applicable,
      has an acquisition cost for the Shares of not less than $150,000 paid in
      cash, and is not a person that is or has been created or used solely to
      purchase or hold securities in reliance on the exemption provided by
      section 2.5 of NI45-106. 



Category 4: Employees, Officers, Directors and
Consultants

The Subscriber or the Disclosed Principal, as applicable,
is:

	 [ ]	(a) 	
      an employee of the Issuer or of a "related entity" of the
      Issuer;

	 	 	 
	 [ ]	(b) 	
      an executive officer of the Issuer or of a "related
      entity" of the Issuer;

	 	 	 
	 [ ]	(c) 	
      a director of the Issuer or of a "related entity" of the
      Issuer;

	 	 	 
	 [ ]	(d) 	
      a consultant of the Issuer or of a "related entity" of
      the Issuer; or

	 	 	 
	 [ ]	(e) 	
      a "permitted assign" of a person described in paragraphs
      (a) to (d),



and its participation in the Offering is voluntary.

Category 5: Offering Memorandum (not available for
Ontario residents)

[NOT APPLICABLE]

Category 6: Founder, Control Person and Family
(only available for Ontario residents)

The Subscriber or the Disclosed Principal, as applicable, is
resident in or otherwise subject to the securities laws of Ontario, and is:

	 [ ]	(a) 	
      a founder of the Issuer;

	 	 	 
	 [ ]	(b) 	
      an affiliate of a founder of the Issuer;

	 	 	 
	 [ ]	(c) 	
      a spouse, parent, brother, sister, grandparent or child
      of an executive officer, director or founder of the Issuer, of which the
      relevant executive officer, director or founder is ; or

	 	 	 
	 [ ]	(d) 	
      a person that is a control person of the
  Issuer.



* * * * * * *

The representations, warranties, statements and certification
made in this Questionnaire are true and accurate as of the date of this
Questionnaire and will be true and accurate as of the Closing. If any such
representation, warranty, statement or certification becomes untrue or
inaccurate prior to the Closing, the Optionee shall give the Company immediate
written notice thereof.




The Optionee acknowledges and agrees that the Issuer will and
can rely on this Questionnaire in connection with the Optionee's Subscription
Agreement.

EXECUTED by the Optionee at ______________________this _____day
of _______________, 20____.

	If a corporation, partnership or other entity: 	 	If an individual: 
	 	 	 
	Print Name of Subscriber/Disclosed Principal 	 	Print Name of Subscriber/Disclosed
      Principal 
	 	 	 
	Signature of Authorized Signatory 	 	Signature 
	 	 	 
	Name and Position of Authorized Signatory 	 	Representative Capacity, if applicable
    
	 	 	 
	Jurisdiction of Residence of Subscriber/Disclosed
      Principal 		Jurisdiction of Residence of
      Subscriber/Disclosed Principal