Amended Form Agreement


    


      EXHIBIT-10.1

       

      THIS
        PRIVATE PLACEMENT SUBSCRIPTION 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 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
        (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
        ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
        OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
        (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 LAWS. IN ADDITION, HEDGING
        TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
        WITH THE 1933 ACT.

       

      CONFIDENTIAL

      PRIVATE
        PLACEMENT SUBSCRIPTION AGREEMENT

      (Subscribers
        Resident in British Columbia or Overseas)

       

      
        	
                TO:

              	
                Service
                  Air Group Inc. (the “Company”) 

                7164-120th
                  Street

                Surrey,
                  BC, Canada 

                V3W
                  3M8

              


      

       

      Purchase
        of Shares

       

      1.      Subscription

       

      1.1            On
        the basis of the representations and warranties and subject to the terms
        and
        conditions set forth herein, the undersigned (the “Subscriber”) hereby
        irrevocably subscribes for and agrees to purchase 18,000 shares of common
        stock
        (the “Shares”) at a price per Share of US$1.00 (such subscription and agreement
        to purchase being the “Subscription”), for an aggregate purchase price of
        US$18,000 (the “Subscription Proceeds”).

       

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

       

      1.3            Subject
        to the terms hereof, the Subscription will be effective upon its acceptance
        by
        the Company. The Subscriber acknowledges that the offering of Shares
        contemplated hereby is part of a private placement of Shares having an aggregate
        subscription level of US$500,000 (the “Offering”). The Offering is not subject
        to any minimum aggregate subscription level.

       

      2.     Payment

       

      2.1            The
        Subscription Proceeds must accompany this Subscription and shall be paid
        by
        certified cheque or bank draft drawn on a Canadian chartered bank, or a bank
        in
        the United States reasonably acceptable to the Company, and made payable
        and
        delivered to the Company. Alternatively, the Subscription Proceeds may be
        wired
        to the Company or its lawyers pursuant to wiring instructions that will be
        provided to the Subscriber upon request. If the funds are wired to the Company’s
        lawyers, those lawyers are authorized to immediately deliver the funds to
        the
        Company.

       

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


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      -
        3
        -

       

       

      2.3            Where
        the Subscription Proceeds are paid to the Company, the Company is entitled
        to
        treat such Subscription Proceeds as an interest free loan to the Company
        until
        such time as the Subscription is accepted and the certificates representing
        the
        Shares have been issued to the Subscriber.

       

      3.     Documents
        Required from Subscriber

       

      
        3.1The
          Subscriber must complete, sign and return to the Company:

         

      

      
        	
                 

              	
                (a)

              	
                an
                  executed copy of this Subscription Agreement; and

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                (b)

              	
                if
                  the Subscriber is an “Accredited Investor”, as that term is defined in
                  Multilateral Instrument 45-103, an Accredited Investor Questionnaire
                  in
                  the form attached as Exhibit A (the “Questionnaire”).

              
	 	 	 	 	 	 


      

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

       

      4.     Closing

       

      4.1            Closing
        of the offering of the Securities (the “Closing”) shall occur on or before
        December 31, 2006, or on such other date as may be determined by the Company
        (the “Closing Date”).

       

      4.2            The
        Company may, at its discretion, elect to close the Offering in one or more
        closings, in which event the Company may agree with one or more subscribers
        (including the Subscriber hereunder) to complete delivery of the Shares to
        such
        subscriber(s) against payment therefor at any time on or prior to the Closing
        Date.

       

      5.     Acknowledgements
        of Subscriber

       

      
        5.1    The
          Subscriber acknowledges and agrees that:

      

       

      
        	
                (a)

              	
                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, as that term is defined
                  in
                  Regulation S under the 1933 Act (“Regulation S”), except in accordance
                  with the provisions of Regulation S, pursuant to an effective registration
                  statement under the 1933 Act, or pursuant to an exemption from,
                  or in a
                  transaction not subject to, the registration requirements of the
                  1933 Act;
                  

              
	
                (b)

              	
                the
                  Subscriber acknowledges that the Company has not undertaken, and
                  will have
                  no obligation, to register any of the Shares under the 1933
                  Act;

              
	
                (c)

              	
                by
                  completing the Questionnaire, the Subscriber is representing and
                  warranting that the Subscriber is an “Accredited Investor”, as the term is
                  defined in Multilateral Instrument 45-103 adopted by the British
                  Columbia
                  Securities Commission;

              
	
                (d)

              	
                the
                  decision to execute this Agreement and acquire the Shares hereunder
                  has
                  not been based upon any oral or written representation as to fact
                  or
                  otherwise made by or on behalf of the Company, and such decision
                  is based
                  entirely upon a review of information (the receipt of which is
                  hereby
                  acknowledged) which has been filed by the Company in compliance,
                  or
                  intended compliance, with applicable securities legislation (collectively,
                  the “Public Record”);

              
	
                (e)

              	
                if
                  the Company has presented a business plan to the Subscriber, the
                  Subscriber acknowledges that the business plan may not be achieved
                  or be
                  achievable;

              
	
                (f)

              	
                no
                  securities commission or similar regulatory authority has reviewed
                  or
                  passed on the merits of the Shares;

              
	
                (g)

              	
                there
                  is no government or other insurance covering the
                  Shares;

              


      

       

       

       

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      -
        4
        -

       

       

      
        	
                (h)

              	
                there
                  are risks associated with an investment in the Shares, as more
                  fully
                  described in certain information forming part of the Public
                  Record;

              
	
                (i)

              	
                the
                  Company has advised the Subscriber that the Company is relying
                  on an
                  exemption from the requirements to provide the Subscriber with
                  a
                  prospectus and to sell the Shares through a person registered to
                  sell
                  securities under the Securities
                  Act
                  (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the
                  Shares pursuant to this exemption, certain protections, rights
                  and
                  remedies provided by the B.C. Act, including statutory rights of
                  rescission or damages, will not be available to the
                  Subscriber;

              
	
                (j)

              	
                the
                  Subscriber 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 thereof under the 1933 Act and
                  any
                  applicable state securities laws or under an exemption from such
                  registration requirements;

              
	
                (k)

              	
                the
                  Subscriber and the Subscriber’s advisor(s) have had a reasonable
                  opportunity to ask questions of and receive answers from the Company
                  in
                  connection with the distribution of the Shares 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;

              
	
                (l)

              	
                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 all documents, records and books in connection with
                  the
                  distribution of the Shares hereunder have been made available for
                  inspection by the Subscriber, the Subscriber’s lawyer and/or
                  advisor(s);

              
	
                (m)

              	
                the
                  Subscriber will indemnify and hold harmless the Company and, where
                  applicable, its directors, officers, employees, agents, advisors
                  and
                  shareholders, from and against any and all loss, liability, claim,
                  damage
                  and expense whatsoever (including, but not limited to, any and
                  all fees,
                  costs and expenses whatsoever reasonably incurred in investigating,
                  preparing or defending against any claim, lawsuit, administrative
                  proceeding or investigation whether commenced or threatened) arising
                  out
                  of or based upon any representation or warranty of the Subscriber
                  contained herein, the Questionnaire or in any document furnished
                  by the
                  Subscriber to the Company in connection herewith being untrue in
                  any
                  material respect or any breach or failure by the Subscriber to
                  comply with
                  any covenant or agreement made by the Subscriber to the Company
                  in
                  connection therewith;

              
	
                (n)

              	
                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; 

              
	
                (o)

              	
                in
                  addition to resale restrictions imposed under U.S. securities laws,
                  there
                  are additional restrictions on the Subscriber’s ability to resell the
                  Shares under the B.C. Act and Multilateral Instrument 45-102 adopted
                  by
                  the British Columbia Securities Commission;

              
	
                (p)

              	
                the
                  Company will refuse to register any transfer of the Shares not
                  made in
                  accordance with the provisions of Regulation S, or 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
                  statutory and regulatory basis for the exemption claimed for the
                  offer
                  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; 

              
	
                (r)

              	
                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 

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      -
        5
        -

       

      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 Subscriber is
                    resident in
                    connection with the distribution of the Shares hereunder,
                    and

                
	 	
                  (ii)

                	
                  applicable
                    resale restrictions; and

                


        

      

       

      
        	
                (s)

              	
                this
                  Subscription Agreement is not enforceable by the Subscriber unless
                  it has
                  been accepted by the Company.

              


      

       

      
        6.    Representations,
          Warranties and Covenants of the
          Subscriber

      

       

      
        	
                (a)

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

              
	
                (b)

              	
                the
                  Subscriber has the legal capacity and competence to enter into
                  and execute
                  this Subscription Agreement and to take all actions required pursuant
                  hereto and, if the Subscriber is a corporation, it is duly incorporated
                  and validly subsisting under the laws of its jurisdiction of incorporation
                  and all necessary approvals by its directors, shareholders and
                  others have
                  been obtained to authorize execution and performance of this Subscription
                  Agreement on behalf of the Subscriber;

              
	
                (c)

              	
                the
                  entering into of this Subscription Agreement and the transactions
                  contemplated hereby do not result in the violation of any of the
                  terms and
                  provisions of any law applicable to, or the constating documents
                  of, the
                  Subscriber or of any agreement, written or oral, to which the Subscriber
                  may be a party or by which the Subscriber is or may be
                  bound;

              
	
                (d)

              	
                the
                  Subscriber has duly executed and delivered this Subscription Agreement
                  and
                  it constitutes a valid and binding agreement of the Subscriber
                  enforceable
                  against the Subscriber;

              
	
                (e)

              	
                if
                  the Subscriber is resident in British Columbia and is not an Accredited
                  Investor, the Subscriber is (check
                  one or more of the following boxes):

              


      

      
        	 	 	 	 	 
	
                 

              	
                (A)

              	
                a
                  director, officer, employee or control person of the
                  Company

              	
                o

              	
                 

              
	 	 	 	 	 
	
                 

              	
                (B)

              	
                a
                  spouse, parent, grandparent, brother, sister or child of a director,
                  senior officer or control person of the Company

              	
                o

              	
                 

              
	 	 	 	 	 
	
                 

              	
                (C)

              	
                a
                  close personal friend of a director, senior officer or control
                  person of
                  the Company

              	
                [
                  X
                  ]

              	
                 

              
	 	 	 	 	 
	
                 

              	
                (D)

              	
                a
                  close business associate of a director, senior officer or control
                  person
                  of the Company

              	
                [
                  X
                  ]

              	
                 

              
	 	 
	
                (f)

              	
                if
                  the Subscriber has checked one or more of boxes B, C or D in paragraph
                  6.1(d) above, the director(s), senior officer(s), or control person(s)
                  of
                  the Company with whom the Subscriber has the relationship is
                  :

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

      
        	
                Mahmood
                  Mawji, VP-Finance

              


      

       

      (Fill
        in the name of each director. senior officer and control person which you
        have
        the above-mentioned relationship with).

       

      
        	
                (g)

              	
                the
                  Subscriber is not a U.S. Person;

              
	
                (h)

              	
                the
                  Subscriber is not acquiring the Shares for the account or benefit
                  of,
                  directly or indirectly, any U.S. Person;

              
	
                 (i)

              	
                the
                  Subscriber is resident in the jurisdiction set out under the heading
“Name
                  and Address of Subscriber” on the signature page of this Subscription
                  Agreement;

              


      

       

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

       

       

      -
        6
        -

       

       

      
        	
                (j)

              	
                the
                  sale of the Shares to the Subscriber as contemplated in this Subscription
                  Agreement complies with or is exempt from the applicable securities
                  legislation of the jurisdiction of residence of the
                  Subscriber;

              
	
                (k)

              	
                the
                  Subscriber is acquiring the Shares 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 Shares in the
                  United
                  States or to U.S. Persons; 

              
	
                (l)

              	
                the
                  Subscriber is outside the United States when receiving and executing
                  this
                  Subscription Agreement and is acquiring the Shares as principal
                  for the
                  Subscriber’s own account (except for the circumstances outlined in
                  paragraph 6(o)), 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 Shares;

              
	
                (m)

              	
                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;

              
	
                (n)

              	
                the
                  Subscriber (i) is able to fend for him/her/itself in the Subscription;
                  (ii) has such knowledge and experience in business matters as to
                  be
                  capable of evaluating the merits and risks of its prospective investment
                  in the Shares; and (iii) has the ability to bear the economic risks
                  of its
                  prospective investment and can afford the complete loss of such
                  investment;

              
	
                (o)

              	
                if
                  the Subscriber is acquiring the Shares as a fiduciary or agent
                  for one or
                  more investor accounts:

              
	
                 

              	
                (i)

              	
                the
                  Subscriber has sole investment discretion with respect to each
                  such
                  account and it has full power to make the foregoing acknowledgements,
                  representations and agreements on behalf of such account,
                  and

              
	
                 

              	
                (ii)

              	
                the
                  investor accounts for which the Subscriber acts as a fiduciary
                  or agent
                  satisfy the definition of an “Accredited Investor”, as the term is defined
                  Multilateral Instrument 45-103 adopted by the British Columbia
                  Securities
                  Commission;

              
	
                (p)

              	
                the
                  Subscriber acknowledges that the Subscriber 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;

              
	
                (q)

              	
                the
                  Subscriber is not aware of any advertisement of any of the Shares;
                  and

              
	
                (r)

              	
                no
                  person has made to the Subscriber any written or oral
                  representations:

              
	
                 

              	
                (i)

              	
                that
                  any person will resell or repurchase any of the Shares;

              
	
                 

              	
                (ii)

              	
                that
                  any person will refund the purchase price of any of the
                  Shares;

              
	
                 

              	
                (iii)

              	
                as
                  to the future price or value of any of the Shares; or

              
	 	(iv) 	
                that
                  any of the Shares will be listed and posted for trading on any
                  stock
                  exchange or automated dealer quotation system or that application
                  has been
                  made to list and post any of the Shares of the Company on any stock
                  exchange or automated dealer quotation
                  system. 

              


      

       

       

       

       

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

       

       

      -
        7
        -

       

      7.      Acknowledgement
        and Waiver

       

      7.1            The
        Subscriber has acknowledged that the decision to purchase the Shares was
        solely
        made on the basis of publicly available information contained in the Public
        Record. 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.

       

      8.     Legending
        of Subject Shares

       

      8.1            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 Shares will bear
        legends in substantially the following form:

       

      “THESE
        SHARES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
        PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
        SHARES 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
        (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        OR
        PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
        REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
        WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
        INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
        ACT.”

       

      “Unless
        permitted under securities legislation, the holder of the securities shall
        not
        trade the securities before the earlier of (i) the date that is 12 months
        and a
        day after the date the issuer first becomes a reporting issuer in any of
        Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and
        Saskatchewan, if the issuer is a SEDAR filer; and (ii) the date that is 12
        months and a day after the later of (A) the distribution date, and (B) the
        date
        the issuer became a reporting issuer in the local jurisdiction of the purchaser
        of the securities that are the subject of the trade.”

       

       

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

       

      9.     Costs

       

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

       

      10.     Governing
        Law

       

      10.1           This
        Subscription Agreement is governed by the laws of the Province of British
        Columbia. The Subscriber, in its personal or corporate capacity and, if
        applicable, on behalf of each beneficial purchaser for whom it is acting,
        irrevocably attorns to the jurisdiction of the courts of the Province of
        British
        Columbia.

       

      11.     Survival

       

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

       

      12.     Assignment

       

      
        12.1    This
          Subscription Agreement is not transferable or
          assignable.

      

       

       

       

       

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

       

       

      -
        8
        -

       

       13.     Severability

       

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

       

      14.     Entire
        Agreement

       

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

       

      15.     Notices

       

      15.1           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 Error! Bookmark not defined. and notices to the Company shall be
        directed to it at Service Air Group Inc., 7164-120th Street, Surrey, BC,
        Canada
        V3W 3M8 Attention: Mohammad Sultan, Fax No. (604) 288-5064.

       

      16.     Counterparts
        and Electronic Means

       

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

       

      17.     Delivery
        Instructions

       

      
        17.1    The
          Subscriber hereby directs the Company to deliver the Share Certificates
          to:

      

      
        	
                 

              	
              
	
                 

              	
                ***As
                  per item 17.3

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              


      

      (name)

       

      (address)

       

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

       

      
        	
                                             
                  ***As per item 17.3

              


      

      (name)

       

      (address)

      


      17.3 Schedule
        of Subscriber(s), Full Legal Name, Address, Number of shares subscribed for
        and
        purchase price:

      


      17.4      
        

       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

       

       

       

       

      
        	
                Subscriber
                  Name

              	
                Subscriber’s
                  Address

              	
                Number
                  of Shares

              	
                Purchase
                  Price

              
	
                Dilbag
                  S Mand

              	
                625
                  63rd Ave East Vancouver B.C. V5X 2K3

              	
                1,000

              	
                $1,000.00

              
	
                Surjinder
                  S Johal

              	
                896
                  East 53rd Ave Vancouver B.C. V5X 1L8

              	
                4,000

              	
                $4,000.00

              
	
                Shiro
                  K Johal

              	
                1055
                  64th Ave East Vancouver B.C. V5X 2W6

              	
                1,000

              	
                $1,000.00

              
	
                Madho
                  Singh Mannan

              	
                6408
                  Elgin St Vancouver B.C. V5W 3K3

              	
                1,000

              	
                $1,000.00

              
	
                Lakbir
                  S Johal

              	
                896
                  East 53rd Ave Vancouver B.C. V5X 1L8

              	
                1,000

              	
                $4,000.00

              
	
                Devki
                  Nandan

              	
                7657
                  Prince Edward St Vancouver B.C. V5X 3R4

              	
                2,000

              	
                $2,000.00

              
	
                E.Patricia
                  Connor

              	
                8933
                  112th Street Delta B.C. V4C 4X5

              	
                5,000

              	
                $5,000.00

              
	
                TOTAL:

              	
                 

              	
                18,000

              	
                $18,000.00

              


      

       

      


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

      


      


      
        	
                Subscriber
                  Name

              	
                Signature

              
	
                Dilbag
                  S Mand

              	
                /s/
                  Dilbag S Mand

              
	
                Surjinder
                  S Johal

              	
                /s/
                  Surjinder S Johal

              
	
                Shiro
                  K Johal

              	
                /s/
                  Shiro K Johal

              
	
                Madho
                  Singh Mannan

              	
                /s/
                  Madho Singh Mannan

              
	
                Lakbir
                  S Johal

              	
                /s/
                  Lakbir S Johal

              
	
                Devki
                  Nandan

              	
                /s/
                  Devki Nandan

              
	
                E.Patricia
                  Connor

              	
                /s/
                  E.Patricia Connor

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

       

       

      -
        9
        -

       

      A
        C C E P T A N C E

       

      The
        above-mentioned Subscription Agreement in respect of the Shares is hereby
        accepted by SERVICE AIR GROUP INC.

       

      DATED
        at,
        Surrey, BC, Canada the Dec 08, 2006

       

       

       SERVICE
        AIR GROUP INC.

       

       

      
        	
                Per:

              	
                /s/
                  Mohammad Sultan (CEO)

              
	
                 

              	
                Authorized
                  Signatory

              	
                 

              


      

       

       

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

       

       

      -
        11
        -

       

       

      EXHIBIT
        A

       

      MULTILATERAL
        INSTRUMENT 45-103

       

      ACCREDITED
        INVESTOR QUESTIONNAIRE

       

      The
        purpose of this Questionnaire is to assure the Company that the undersigned
        (the
“Subscriber”) will meet certain requirements for the registration and prospectus
        exemptions provided for under Multilateral Instrument 45-103 (“MI 45-103”), as
        adopted by the British Columbia Securities Commission and the Alberta Securities
        Commission, in respect of a proposed private placement of securities by the
        Company (the “Transaction”). The Company will rely on the information contained
        in this Questionnaire for the purposes of such determination.

       

      The
        undersigned 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
                  Transaction and the Subscriber is able to bear the economic risk
                  of loss
                  arising from such Transaction;

              
	
                2.

              	
                the
                  Subscriber satisfies one or more of the categories of “accredited
                  investor” (as that term is defined in MI 45-103) indicated below (please
                  check the appropriate box):

              
	
                 

              	
                o

              	
                an
                  individual who beneficially owns, or who together with a spouse
                  beneficially own, financial assets (as defined in MI 45-103) having
                  an
                  aggregate realizable value that, before taxes but net of any related
                  liabilities, exceeds CDN.$1,000,000;

              
	
                 

              	
                o

              	
                an
                  individual whose net income before taxes exceeded CDN.$200,000
                  in each of
                  the two more recent 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, has a reasonable expectation of exceeding the same
                  net income
                  level in the current year;

              
	
                 

              	
                o

              	
                an
                  individual registered or formerly registered under the Securities
                  Act (British
                  Columbia), or under securities legislation in another jurisdiction
                  of
                  Canada, as a representative of a person or company registered under
                  the
                  Securities
                  Act
                  (British Columbia), or under securities legislation in another
                  jurisdiction of Canada, as an adviser or dealer, other than a limited
                  market dealer registered under the Securities
                  Act
                  (Ontario); 

              
	
                 

              	
                o

              	
                a
                  Canadian financial institution as defined in National Instrument
                  14-101,
                  or an authorized foreign bank listed in Schedule III of the Bank
                  Act
                  (Canada);

              
	
                 

              	
                o

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

              
	
                 

              	
                o

              	
                an
                  association under the Cooperative
                  Credit Associations Act
                  (Canada) located in Canada;

              
	
                 

              	
                o

              	
                a
                  subsidiary of any company referred to in any of the foregoing categories,
                  where the company owns all of the voting securities of the subsidiary,
                  except the voting securities required by law to be owned by directors
                  of
                  that subsidiary;

              
	
                 

              	
                o

              	
                a
                  person or company registered under the Securities
                  Act
                  (British Columbia), or under securities legislation of another
                  jurisdiction of Canada, as an adviser or dealer, other than a limited
                  market dealer registered under the Securities
                  Act
                  (Ontario);

              
	
                 

              	
                o

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

              


      

       

       

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      -
        12
        -

       

      

        
          	 	
                  o

                	
                  an
                    entity organized in a foreign jurisdiction that is analogous
                    to any of the
                    entities referred to in any of the foregoing categories in form
                    and
                    function;

                
	 	
                  o

                	
                  the
                    government of Canada or a province, or any crown corporation
                    or agency of
                    the government of Canada or a province;

                
	 	
                  o

                	
                  a
                    municipality, public board or commission in Canada;

                
	 	
                  o

                	
                  a
                    national, federal, state, provincial, territorial or municipal
                    government
                    of or in any foreign jurisdiction, or any agency
                    thereof;

                
	 	
                  o

                	
                  a
                    registered charity under the Income
                    Tax Act
                    (Canada);

                
	 	
                  o

                	
                  a
                    corporation, limited partnership, limited liability partnership,
                    trust or
                    estate, other than a mutual fund or non-redeemable investment
                    fund, that
                    had net assets of at least CDN.$5,000,000 as reflected on its
                    most
                    recently prepared financial statements;

                
	 	
                  o

                	
                  a
                    mutual fund or non-redeemable investment fund that, in British
                    Columbia,
                    distributes it securities only to persons or companies that are
                    accredited
                    investors;

                
	 	
                  o

                	
                  a
                    mutual fund or non-redeemable investment fund that, in British
                    Columbia,
                    distributes its securities under a prospectus for which a receipt
                    has been
                    issued by the executive director of the British Columbia Securities
                    Commission; or

                
	 	
                  o

                	
                  a
                    person or company in respect of which all of the owners of interests,
                    direct or indirect, legal or beneficial, are persons or companies
                    that are
                    accredited investors.

                


        

      

       

      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 Shares under relevant Legislation.

       

      IN
        WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
        ________ day of __________________, 2006.

       

      

        
          	
                  If
                    a Corporation, Partnership or Other Entity:

                	
                  If
                    an Individual:

                
	 	 
	 	 
	
                  Print
                    or Type Name of Entity

                	
                  Signature

                
	 	 
	 	 
	
                  Signature
                    of Authorized Signatory

                	
                  Print
                    or Type Name

                


        

      

       

       

       

       

      Type
        of
        Entity