---

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (THE
"AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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 AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT.

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the
"Agreement") made as of the ________day of _______________, 2009.

|BETWEEN: | Smart-Tek Solutions Inc. (the
      "Company") a Nevada corporation with an address for business at 3702 South
      Virginia St. Suite G12-401 Reno, NV 89502
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



|AND: | ___________________(the
      "Subscriber"), having an office located
  _______________________
|---- | -----------------------------------------------------------------------------------------------

WHEREAS:

A. The Company is indebted to the Subscriber in the amount of
$44,325 (the Outstanding Amount); and

B. The Subscriber has agreed to accept 3,409,615 shares of the
Companys common stock at a deemed price of $0.013 per share (the Shares), as
payment of the Outstanding Amount pursuant to the terms and conditions set forth
in this Agreement.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1.Interpretation

1.1 In this Agreement, words importing the singular number only
shall include the plural and vice versa, words importing gender shall include
all genders and words importing persons shall include individuals, corporations,
partnerships, associations, trusts, unincorporated organizations, governmental
bodies and other legal or business entities of any kind whatsoever.

1.2 Any reference to currency is to the currency of the United
States of America unless otherwise indicated.

2.Acknowledgement of Indebtedness

2.1 The Company and the Subscriber acknowledge and agree that
the Company is indebted to the Subscriber in the amount of the Outstanding
Amount.

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- 2 -

3.Payment of Indebtedness

3.1 As full and final payment of the Outstanding Amount, the
Company will on the Closing Date (as defined herein) issue to the Subscriber the
Shares, as fully paid and non-assessable, and the Subscriber will accept the
Shares as full and final payment of the Outstanding Amount.

4.Release

4.1 The Subscriber hereby agrees that upon delivery of the
Shares by the Company in accordance with the provisions of this Agreement, the
Outstanding Amount will be fully satisfied and extinguished, and the Subscriber
will remise, release and forever discharge the Company and its respective
directors, officers, employees, successors, solicitors, agents and assigns from
any and all obligations relating to the Outstanding Amount.

5.Documents Required from Subscriber

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

5.2 The Subscriber must complete, sign and return to the
Company an executed copy of this Subscription Agreement, the Accredited Investor
Questionnaires attached hereto as Schedule A (the Questionnaires) and any
other schedules attached hereto or requested by the Company, acting
reasonably.

6.Closing

6.1 Closing of the offering of the Shares (the "Closing") shall
occur on or before September 30, 2009, or on such other date as may be
determined by the Company (the "Closing Date").

|7.  | Acknowledgements of Subscriber              
|--- | --------------------------------------------
|    |                                             
|7.1 | The Subscriber acknowledges and agrees that:
|    |                                             
|    | (a)                                         
|    |                                             
|    | (b)                                         
|    |                                             
|    | (c)                                         
|    |                                             
|    | (d)                                         
|    |                                             
|    | (e)                                         

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- 3 -

| | (f) | the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the issuance of the Shares hereunder have been made
      available for inspection by the Subscriber and the Subscribers attorney
      and/or advisor(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein, or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | 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 Shares will bear a legend in substantially the following form:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT).
      ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE
      BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS,
      AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED
      STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
      AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
      IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | the Subscriber has been advised to consult the
      Subscriber's own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Shares 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of common stock of the
      Company on NASDAQ's Over-the-Counter Bulletin Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (k) | the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Shares as
      principal for its own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalization thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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- 4 -

| | (l) | none of the Shares may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                
| | (m) | neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares;                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                
| | (n) | no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                
| | (o) | there is no government or other insurance covering any of
      the Shares;                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                
| | (p) | the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;                                                                               
| |     |                                                                                                                                                                                                                                                                                                                
| | (q) | the statutory and regulatory basis for the exemption
      claimed for the offer and issuance of the Shares, 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; and
| |     |                                                                                                                                                                                                                                                                                                                
| | (r) | this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company.                                                                                                                                                                                                          

8.Representations, Warranties and Covenants
of the Subscriber

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

| | (a) | the Subscriber is not a U.S. Person;                                                                                                                                                                                                                                                                                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (b) | the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (c) | the Subscriber is resident in the jurisdiction out on the
      signature page of this Agreement and the issuance of the Shares to the
      Subscriber as contemplated in this Agreement complies with or is exempt
      from the applicable securities legislation of the jurisdiction of
      residence of the Subscriber;                                
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (d) | the Subscriber is acquiring the Shares as principal for
      investment purposes only and not with a view to resale or distribution
      and, in particular, the Subscriber has no intention to distribute, either
      directly or indirectly, any of the Shares in the United States or to U.S.
      Persons;                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (e) | the Subscriber is outside the United States when
      receiving and executing this Agreement;                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (f) | the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (g) | the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscriber's decision to invest in the Shares and the Company;
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (h) | the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time;                                 

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- 5 -

| | (i) | the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement and agrees that
      if any of such acknowledgements, representations and agreements are no
      longer accurate or have been breached, the Subscriber shall promptly
      notify the Company;                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (j) | the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (k) | the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber in accordance with its
      terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (l) | the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (m) | the Subscriber understands and agrees that none of the
      Shares 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 and provincial
      securities laws;                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (n) | the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of a period of six
      months after the date of original issuance of the Shares (the one year
      period hereinafter referred to as the "Distribution Compliance Period")
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the 1933 Act
      or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state and provincial
      securities laws;                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (o) | the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (p) | the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Shares 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (q) | the Subscriber 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 Shares and the
Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (r) | the Subscriber acknowledges that it has not acquired the
      Shares 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 any of the Shares 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 any of the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided
  herein;

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- 6 -

| | (s) | the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares 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
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (t) | no person has made to the Subscriber any written or oral
      representations,                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

8.2 In this Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S.

9.Acknowledgement and Waiver

9.1 The Subscriber has acknowledged that the decision to
acquire the Shares was solely made on the basis of publicly available
information. The Subscriber hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of any of
the Shares.

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

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

11.Resale Restrictions

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

11.2 The Subscriber acknowledges that restrictions on the
transfer, sale or other subsequent disposition of the Shares by the Subscriber
may be imposed by securities laws in addition to any restrictions referred to in
Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees
that none of the Shares may be

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- 7 -

offered or sold to a U.S. Person or for the account or benefit
of a U.S. Person (other than a distributor) prior to the end of the Distribution
Compliance Period.

12.Legending and Registration of Subject
Shares

12.1 The Subscriber hereby acknowledges that that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Securities 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.

12.2 The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Agreement. The Subscriber acknowledges
that the Shares are subject to resale restrictions in British Columbia and may
not be traded in British Columbia except as permitted by the Securities Act(British Columbia) (the Act) and the rules made thereunder.

12.3 Pursuant to National Instrument 45-102  Resale of
Securities, as adopted by the Saskatchewan Financial Services Commission, a
subsequent trade in the Shares will be a distribution subject to the prospectus
and registration requirements of applicable Canadian securities legislation
(including the Act) unless certain conditions are met, which conditions include
a hold period (the "Canadian Hold Period") that shall have elapsed from the date
on which the Shares were issued to the Subscriber and, during the currency of
the Canadian Hold Period, any certificate representing the Shares is to be
imprinted with a restrictive legend (the "Canadian Legend").

12.4 By executing and delivering this Agreement, the Subscriber
will have directed the Company not to include the Canadian Legend on any
certificates representing the Shares to be issued to the Subscriber. As a
consequence, the Subscriber will not be able to rely on the resale provisions of
National Instrument 45-102, and any subsequent trade in any of the Shares during
or after the Canadian Hold Period will be a distribution subject to the
prospectus and registration requirements of Canadian securities legislation, to
the extent that the trade is at that time subject to any such Canadian
securities legislation.

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

13.Collection of Personal Information

13.1 The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscriber's personal information for the purpose
of fulfilling this Agreement and completing this offering. The

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- 8 -

Subscriber's personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) may be disclosed by the Company to (a) stock exchanges or securities
regulatory authorities, (b) the Company's registrar and transfer agent, and (c)
any of the other parties involved in this offering, including legal counsel, and
may be included in record books in connection with this offering. By executing
this Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing Shares as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.

14.Costs

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

15.Governing Law

15.1 This Agreement is governed by the laws of the State of
Nevada.

16.Survival

16.1 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 by the Subscriber
pursuant hereto.

17.Assignment

17.1 This Agreement is not transferable or assignable.

18.Execution

18.1 The Company shall be entitled to rely on delivery by
facsimile machine of an executed copy of this Agreement and acceptance by the
Company of such facsimile copy shall be equally effective to create a valid and
binding agreement between the Subscriber and the Company in accordance with the
terms hereof.

19.Severability

19.1 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.

20.Entire Agreement

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

21.Notices

21.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 11 and notices to the Company shall be directed
to the Companys President at 3702 South Virginia Street, Suite G12-401 Reno,
Nevada 89502 USA.

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- 9 -

22.Counterparts

22.1 This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

|1. | Delivery - please deliver the certificates to:                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                          
|2. | Registration - registration of the certificates
      which are to be delivered at closing should be made as follows:                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                          
|   | (name)                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                          
|   | (address)                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                          
|3. | The undersigned hereby acknowledges that it
      will deliver to the Company all such additional completed forms in respect
      of the Subscriber's purchase of the Shares as may be required for filing
      with the appropriate securities commissions and regulatory authorities.

| |                                                                
| | ---------------------------------------------------------------
| | (Name of Subscriber  Please type or print)                    
| |                                                                
| | (Signature and, if applicable, Office)                         
| |                                                                
| | (Address of Subscriber)                                        
| |                                                                
| | (City, State or Province, Postal Code of
      Subscriber)     
| |                                                                
| | (Country of Subscriber)                                        
| |                                                                
| | (Name of Beneficial Owner if Subscriber is a
      Corporation)
| |                                                                
| | (Telephone Number of Subscriber)                               

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A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is
hereby accepted by SMART-TEK SOLUTIONS INC.

DATED at _______________, the _______day of _________________,
2009.

|SMART-TEK SOLUTIONS INC. |                     
|------------------------ | --------------------
|                         |                     
|                         |                     
|Per:                     |                     
|                         | Authorized Signatory

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Schedule A

CANADIAN ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the subscription agreement.

The purpose of this Questionnaire is to assure Smart-Tek
Solutions Inc. (the "Company") that the Subscriber will meet certain
requirements of National Instrument 45-106  Prospectus and Registration
Exemptions ("NI 45-106"). The Company will rely on the information contained
in this Questionnaire for the purposes of such determination.

The Subscriber covenants, represents and warrants to the
Company that:

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

| | [ ] | (a) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or Company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act(Ontario) or the
      Securities Act(Newfoundland);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [ ] | (b) 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 (a);                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [ ] | (c) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [ ] | (d) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [ ] | (e) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [ ] | (f) a person, other than a person or investment fund,
      that had net assets of at least CDN$5,000,000 as reflected on its most
      recently prepared financial statements; and                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [ ] | (g) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting shares
      required by law are persons or companies that are accredited
    investors.                                                                                                                                                                                        

A-1

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

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ________day of _____________, 2009.

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

A-2

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