TRANS-ORIENT PETROLEUM LTD.
                   (herein "Trans-Orient" or the "Company")

                          UNIT SUBSCRIPTION AGREEMENT

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY
STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR
TO U.S. PERSONS (AS DEFINED HEREIN) WITHOUT REGISTRATION UNDER THE 1933 ACT AND
ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.

Instructions to Complete this Subscription for Units of Trans-Orient Petroleum
Ltd.

1.  Enter number of Units, Name and Sign on page 10.
2.  Registration or Delivery Instructions (if different from page 10)
    (Complete page 11)
3.  Canadian Accredited Investors only -  Complete and Sign pages 12-13
4.  Canadian Securities Commission Forms. Individual Subscribers
    complete and sign pages 14-15; Corporate Subscribers complete and sign
    pages 16-18.
5.  U.S. subscribers only - Certificate of U.S. Person.  Complete and
    sign pages 19-22)
6.  Send funds and completed forms to Trans- Orient Petroleum Ltd.
    Make cheque payable to "Trans-Orient Petroleum Ltd.".

TO:                                         Dated for reference June 6th, 2002

Trans-Orient Petroleum Ltd.
887 Helmcken Street
Vancouver, B.C. V6Z 1B1
Telephone (604) 682-6496 Fax (604) 682-1174

Re:  Purchase of US $0.20 Trans-Orient Units Exempt from Prospectus
Requirements

1.  Subscription Commitment

1.1  The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase from Trans-Orient Petroleum Ltd. (the "Company"), subject to
the terms and conditions set forth herein, that number of units (the "Units")
of the Company set out above the Subscriber's name on the execution page (10)
of this agreement (the "Subscription") at the price per Unit of US$0.20 (the
"Subscription Price") (the "Offering").  It is understood that the Units are
part of a private placement of up to one million Units to be privately placed
by the Company.  Subject to the terms hereof, this Subscription will be
effective upon its acceptance by the Company.  By acceptance of and agreement
to this Subscription, the Company covenants, agrees and confirms that the
Subscriber will have the benefit of all representations, warranties, covenants
and conditions set forth herein.

2.  Description of Securities - Share and Two Year Warrant

2.1  Each Unit consists of one common share in the capital of the Company and
one non-transferable common share purchase warrant (herein referred to as a
"Warrant").

2.2  Each Warrant will entitle the Subscriber to purchase one additional common
share (a "Warrant Share") of the Company, at a price of US$0.25 per Warrant
Share, at any time until 4:30 p.m. (Vancouver time) on the first business day
that is one year from the Closing Date (as hereinafter defined) and thereafter
at a price of US$0.30 per Warrant Share, at any time until 4:30 p.m. (Vancouver
time) on the first business day that is two years from the Closing Date.

2.3  The Warrants will be governed by the terms and conditions set out in
certificates representing the Warrants (the "Warrant Certificates").

2.4  The Shares and Warrants are herein the "Units" and together with the
Warrant Shares are herein collectively referred to as the "Securities".

3.  Payment, Subscription Forms and Closing

3.1  The Subscriber shall complete, sign and return to the Company as soon as
possible:

     (a)  Signature page (10), including:

          (i)  if registration of the Units is different, a direction to
               the Company with respect to registration and delivery
               instructions (page 11); and

         (ii)  a confirmation of Subscriber's current shareholdings of
               the Company (page 10); and

     (b)  Securities Regulatory Authority Forms

          (i)  if the Subscriber is an individual, a Form 45-903F1 in the
               form attached (pages 14-15) or if the Subscriber is a
               corporation, a 45-903F2 in the form attached (pages 16-18);

         (ii)  Accredited investor Form if your subscription is for less
               than Cdn $97,000(page 12-13) and

        (iii)  if the Subscriber is a U.S. Person, a "Certificate of
               U.S. Person" (pages 19-22).

3.2  On request by the Company, the Subscriber agrees to complete and deliver
any other documents, questionnaire, notices and undertakings as may possibly be
required by regulatory authorities, stock exchanges and applicable law to
complete the transactions contemplated by this Agreement.  Delivery and payment
for the Units will be completed by the Company at its offices located at 887
Helmcken Street, Vancouver, British Columbia, V6Z 1B1, on or about June 12th,
2002 or such other date or dates and at such time as the Company shall
determine (the "Closing Date") at which time certificates representing the
Shares and Warrants will be available against payment funds for delivery to the
Subscriber as the Subscriber shall instruct.

3.3  Funds may be advanced to the Company from time to time, however the twelve
month hold period and the warrant expiry date will run from the Closing Date
notwithstanding the earlier advance of funds.

4.  Subscriber's Acknowledgements - Exemptions

4.1  The Subscriber acknowledges and agrees that:

   (a)  the Securities have not been registered under the United States
        Securities Act of 1933 (the "1933 Act"), or under any state securities
        laws, and cannot be offered or resold in the United States without
        registration under the 1933 Act and the securities laws of all
        applicable states of the United States unless an exemption from
        registration is available or registration is not required pursuant to
        Regulation S under the 1933 Act and the Company has no obligation or
        present intention of filing a registration statement under the 1933 Act
        in respect of the Securities;

   (b)  its decision to execute this Subscription and purchase the
        Securities agreed to be purchased 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 that its decision is based entirely upon its
        review of information which has been filed by the Company with the
        British Columbia Securities Commissions, or intended compliance, with
        applicable securities legislation and the Company's website
        (collectively the "Public Record") including the Company's audited
        financial statements for the year ended July 31, 2001 and the unaudited
        financial statements for the six months ended January 31, 2002
        (collectively the "Financial Statements");

   (c)  no prospectus has been filed by the Company with any securities
        commission or similar authority, in connection with the issuance of the
        Securities, and the issuance and the sale of the Units is subject to
        such sale being exempt from the prospectus requirements of the
        Securities Act (British Columbia) (the "B.C. Act"), and accordingly:

           (i)  the Subscriber is restricted from using certain of the
                civil remedies available under such legislation;

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

         (iii)  the Company is relieved from certain obligations that
                would otherwise apply under such legislation;

   (d)  the Subscriber (or others for whom the Subscriber is contracting
        hereunder) has been advised to consult its own legal advisors with
        respect to the merits and risks of an investment in the Securities and
        with respect to applicable resale restrictions and it (or others for
        whom it is contracting hereunder) is solely responsible (and the
        Company is in no way responsible) for compliance with applicable resale
        restrictions;

   (e)  to the knowledge of the Subscriber, the sale of the Securities was
        not accompanied by any advertisement;

   (f)  the offer made by this Subscription is irrevocable (subject to the
        right of the Company to terminate this Subscription) and requires
        acceptance by the Company;

   (g)  this Subscription is not enforceable by the Subscriber unless it
        has been accepted by the Company and the Subscriber waives any
        requirement on the Company's behalf to communicate its acceptance for
        this Subscription to the Subscriber;

   (h)  the Securities are speculative investments which involve a
        substantial degree of risk;

   (i)  the Subscriber has had access to and has received all such
        information concerning the Company that the Subscriber has considered
        necessary in connection with the Subscriber's investment decision;

   (j)  if the Subscriber is purchasing less than Cdn. $97,000 of Units it
        is an Accredited Investor as defined on the accompanying form

   (k)  the subscription proceeds will be available to the Company on
        closing in whole or in part of the Offering and will not be returned to
        the Subscriber;

   (l)  no agency, governmental authority, regulatory body, stock exchange
        or other entity has made any finding or determination as to the merit
        for investment of, nor have any such agencies or governmental
        authorities made any recommendation or endorsement with respect to, the
        Securities; and

   (m)  the Company will rely on the representations and warranties made
        herein or otherwise provided by the Subscriber to the Company in
        completing the sale and issue of the Shares to the Subscriber.

5.  Subscriber's Status - Beneficial Owner, Exempt Purchaser, Residency

5.1  The Subscriber hereby represents, warrants and covenants to the Company
(which representations, warranties and covenants shall survive closing of the
Offering) that:

   (a)  it is purchasing the Units as principal for its own account, it is
        purchasing such Units not for the benefit of any other person, and not
        with a view to the resale or distribution of all or any of the
        Securities; and

           (i)  it is purchasing as principal and as Accredited Investor
                and is relying on the exemption  which requires that pages
                12-13 (if the Subscriber is an individual) or pages 16-18 (if
                the Subscriber is a corporation) be signed and delivered to the
                Company together with  the Accredited Investor certificate;

          (ii)  it is a director or officer of the Company or of  its
                affiliates;

         (iii)  it is a spouse, parent, brother, sister, child or close
                personal friend of a senior officer or director of the Company
                or of an affiliate of the Company; or

          (iv)  it is not an individual but it is a corporation, all the
                voting securities of which are owned by one or more of a senior
                officer or director of the Company or of an affiliate of the
                Company, or of the classes of persons referred to in
                subparagraph 5.1(a)(iii) above; or

           (v)  it is an individual resident in British Columbia and it
                will have an aggregate acquisition cost of purchasing the Units
                of not less than Cdn.$97,000 in B.C; or

          (vi)  it is not an individual but is a corporation,
                partnership, trust, fund, association or any other organization
                of a group of persons resident in British Columbia, it was not
                created solely, nor is it used primarily, to permit a group of
                individuals to purchase securities without a prospectus and it
                will have an aggregate acquisition cost of purchasing the Units
                of not less than Cdn.$97,000 or, if it is such an entity
                created or used primarily for such purpose, each of the
                individuals who form part of the group has contributed at least
                Cdn.$97,000  to such entity for the purpose of purchasing the
                Units; or

         (vii)  it is resident in a jurisdiction outside of Canada and
                it acknowledges that:

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

                    B.  there is no government or other insurance covering
                        the Securities;

                    C.  there are risks associated with the purchase of the
                        Securities;

                    D.  there are restrictions on the Subscriber's ability
                        to resell the Securities and it is the responsibility
                        of the Subscriber to find out what those restrictions
                        are and to comply with them before selling the
                        Securities; and

                    E.  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 Securities through a person
                        registered to sell the Securities under the Securities
                        Act and, as a consequence of acquiring securities
                        pursuant to this exemption, certain protections, rights
                        and remedies provided by the Securities Act, including
                        statutory rights of rescission or damages, will not be
                        available to the Subscriber.

   (b)  if the Subscriber is not purchasing as principal for its own
        account, it is duly authorized to enter into this Subscription and to
        execute all documentation in connection with the purchase on behalf of
        each beneficial purchaser and the aggregate acquisition cost for such
        Units is not less than Cdn.$97,000, and:

           (i)  is resident in British Columbia and  is a trust company or
                an insurer which has received a business authorization under
                the Financial Institutions Act (British Columbia) or is a trust
                company or an insurer authorized under the laws of another
                province or territory of Canada to carry on such business in
                such province or territory, and the Subscriber is purchasing
                the Units as an agent or trustee for accounts that are fully
                managed by the Subscriber; or

          (ii)  is resident in British Columbia and is an advisor who
                manages the investment portfolios of clients through
                discretionary authority granted by one or more clients and the
                Subscriber is registered as an advisor under the B.C. Act or
                the Subscriber is exempt from such registration and the
                Subscriber is purchasing the Units as an agent for accounts
                that are fully managed by the Subscriber; or

         (iii)  it is acting as agent for one or more disclosed
                principals, each of which principals is purchasing as principal
                for its own account, not for the benefit of any other person
                and not with a view to the resale or distribution of all or any
                of the Units, and the purchase cost of Units of each of whose
                principals complies with paragraphs a(ii) or (iv).; or

          (iv)  it carries on business as a portfolio manager outside of
                Canada and has completed a Corporate Placee registration Form
                and makes the acknowledgements set out in subparagraph
                5.1(a)(iv) above.

   (c)  in the case of the purchase by the Subscriber of Units as agent
        for a disclosed principal, each beneficial purchaser of the Units for
        whom the Subscriber is acting is purchasing as principal for its own
        account and not for the benefit of any other person, a sufficient
        number of Units so that each such purchaser has an aggregate
        acquisition cost for such Units of not less than Cdn.$97,000, or the
        Subscriber is purchasing pursuant to the provisions of subparagraph
        5.1(a)(i) above, then the Subscriber is an agent with due and proper
        authority to execute all documentation in connection with the purchase
        on behalf of the beneficial purchaser and this Subscription has been
        duly authorized, executed and delivered by or on behalf of, and
        constitutes a legal, valid and binding agreement of the disclosed
        principal enforceable against it;

   (d)  if the Subscriber is not an individual or a corporation, each
        member of the partnership, syndicate or other  unincorporated
        organization which is the beneficial purchaser, or each beneficiary of
        the trust which is the beneficial purchaser, as the case may be, is an
        individual who has an aggregate acquisition cost for the Units of at
        least Cdn.$97,000 or is an Accredited Investor;

   (e)  the Subscriber has no knowledge of a "material fact" or "material
        change", as those terms are defined in the B.C. Act, in respect of the
        affairs of the Company that has not been generally disclosed to the
        public;

   (f)  the Subscriber and any beneficial purchaser for whom it is acting
        are resident in the jurisdiction set out under the heading "Name and
        Address of Subscriber" on the execution page of this Subscription;

   (g)  the Subscriber has the legal capacity and competence to enter into
        and execute this Subscription 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 of
        this Subscription on behalf of the Subscriber;

   (h)  the entering into of this Subscription 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;

   (i)  the Subscriber has duly and validly authorized, executed and
        delivered this Subscription and except as specifically provided
        otherwise herein, it constitutes a valid and binding agreement of the
        Subscriber enforceable against the Subscriber;

   (j)  in connection with the Subscriber's investment in the Securities,
        the Subscriber has not relied upon the Company or the Company's legal
        counsel or advisers for investment, legal or tax advice, and has, if
        desired, in all cases sought the advice of the Subscriber's own
        personal investment advisor, legal counsel and tax advisers and the
        Subscriber is either experienced in or knowledgeable with regard to the
        affairs of the Company, or either alone or with its professional
        advisors is capable, by reason of knowledge and experience in financial
        and business matters in general, and investments in particular, of
        evaluating the merits and risks of an investment in the Shares and is
        able to bear the economic risk of the investment and it can otherwise
        be reasonably assumed to have the capacity to protect its own interest
        in connection with the investment in the Securities;

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

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

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

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

          (iv)  that the Securities will be listed and posted for trading
                on any stock exchange or that application has been made to list
                the common shares of the Company on any stock exchange other
                than the OTCBB;
   (l)  unless the Subscriber completes the certificate of U.S. Person
        included herein (in which case the Subscriber represents, warrants and
        covenants to the Company  as to the accuracy of all matters set out
        therein), the Securities are not being acquired directly or indirectly,
        for the account or benefit of a U.S. Person or a person in the United
        States and the Subscriber does not have any agreement or understanding
        (either written or oral) with any U.S. Person or a person in the United
        States respecting:

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

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

         (iii)  the voting of the Securities; and

          (iv)  the Subscriber has no intention to distribute either
                directly or indirectly any of the Securities in the United
                States or to U.S. Persons; and

           (v)  the Subscriber represents that the current structure of
                this transaction and all transactions and activities
                contemplated hereunder is not a scheme to avoid the
                registration requirements of the 1933 Act;

   (m)  unless the Subscriber has executed and delivered to the Company
        herewith the certifications set forth in the certificate of U.S Person
        included herein (pages 19 -22):

           (i)  the Subscriber is not a "U.S. Person" (the definition of
                which includes, but is not limited to, an individual resident
                in the United States and an estate or trust of which any
                executor or administrator or trustee, respectively, is a U.S.
                Person and any partnership or corporation organized or
                incorporated under the laws of the United States);

          (ii)  the Subscriber was outside the United States at the time
                of execution and delivery of this subscription agreement;

         (iii)  no offers to sell the Securities were made by any person
                to the Subscriber while the Subscriber was in the United
                States;

          (iv)  the Subscriber acknowledges that the Securities have not
                been registered under the United States Securities Act of 1933
                (the "1933 Act"), and may not be offered or sold in the United
                States or to a U.S. Person unless an exemption from such
                registration requirements is available. The Subscriber
                understands that the Company has no obligation or present
                intention of filing a registration statement under the 1933 Act
                in respect of the Securities;

           (v)  the Subscriber acknowledges that any person who exercises
                a Warrant will be required to provide to the Company either.

                   (A)  written certification that it is not a U.S. Person
                        and that such Warrant is not being exercised within the
                        United States or on behalf of, or for the account or
                        benefit of; a U.S. Person; or

                   (B)  a written opinion of counsel or other evidence
                        satisfactory to the Company to the effect that the
                        Warrants and the Warrant Shares have been registered
                        under the U.S. Securities Act and applicable state
                        securities laws or are exempt from registration
                        thereunder.

   (n)  the Subscriber will comply with the applicable provisions of the
        B.C. Act and any other relevant securities legislation concerning the
        purchase and holding of the Securities and any resale of the
        Securities.  The Subscriber, on its own behalf and on behalf of others
        for whom the Subscriber is contracting hereunder, acknowledges that the
        decision to purchase the Securities and to acquire the Securities
        issuable on exercise thereof was made solely on the basis of the Public
        Record and other publicly available information;

   (o)  The Subscriber acknowledges and agrees that except as may
        otherwise by provided for in the Agency Agreement, 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 Units shall be borne by the Subscriber;

   (p)  if the Subscriber is resident of an International Jurisdiction
        (defined in this Subscription to mean a country other than Canada or
        the United States) then:

           (i)  the Subscriber is knowledgeable of, or has been
                independently advised as to, the International Securities Laws
                (which is defined in this Subscription to mean, in respect of
                each and every offer or sale of Units, the securities
                legislation having application and the rules, policies, notices
                and orders issued by the securities regulatory authorities
                having jurisdiction over the Subscriber and the Private
                Placement (other than the laws of Canada and the U.S.) which
                would apply to this subscription, if there are any;

          (ii)  the Subscriber is purchasing the Units pursuant to
                exemptions from any prospectus, registration or similar
                requirements under the International Securities Laws of that
                International Jurisdiction and or, if such is not applicable,
                the Subscriber is permitted to purchase the Subscriber's Units
                under the International Securities Laws of the International
                Jurisdiction without the need to rely on exemptions;

         (iii)  the International Securities Laws do not require the
                Company to make any filings or seek any approvals of any kind
                whatsoever from any regulatory authority of any kind whatsoever
                in the International Jurisdiction; and

          (iv)  the Securities are being acquired for investment only and
                not with a view to resale and distribution and the distribution
                of the Securities to the Subscriber by the Company complies
                with all International Securities Laws.

6.  Trans-Orient's Representations

6.1  The Company represents and warrants to the Subscriber that, as of the date
of this Subscription and at each Closing hereunder:

   (a)  the Company and its subsidiaries are valid and subsisting
        corporations duly incorporated and in good standing under the laws of
        the jurisdictions in which they are incorporated, continued or
        amalgamated;

   (b)  the Company has complied, or will comply, with all applicable
        corporate and securities laws and regulations in connection with the
        offer, sale and issuance of the Securities;

   (c)  the Company and its subsidiaries are the beneficial owners of the
        properties, business and assets or the interests in the properties,
        business or assets referred to in its Public Record and except as
        disclosed therein, all agreements by which the Company or its
        subsidiaries holds an interest in a property, business or asset are in
        good standing according to their terms, and the properties are in good
        standing under the applicable laws of the jurisdictions in which they
        are situated;

   (d)  the authorized and issued capital of the Company consists of an
        unlimited number of common shares without par value, of which 1,416,823
        common shares are issued and outstanding as at the date hereof ;

   (e)  the Public Record together with this subscription and any other
        written representations made by the Company to an investor or potential
        investor in connection with the offer and sale of the Units are
        accurate in all material respects and omit no fact, the omission of
        which would make such representation misleading in light of the
        circumstances in which such representation was made;

   (f)  the Financial Statements accurately reflect the financial position
        of the Company as at the date thereof, and no adverse material changes
        in the financial position of the Company have taken place since January
        31, 2002 except as has been disclosed in the Public Record;

   (g)  the creation, issuance and sale of the Securities by the Company
        does not and will not conflict with and does not and will not result in
        a breach of any of the terms, conditions or provisions of its
        constating documents or any agreement or instrument to which the
        Company is a party;

   (h)  the Securities will, at the time of issue, be duly allotted,
        validly issued, fully paid and non-assessable and will be free of all
        liens, charges and encumbrances and the Company will reserve sufficient
        shares in the treasury of the Company to enable it to issue the Shares
        and Warrant Shares;

   (i)  this Subscription has been duly authorized by all necessary
        corporate action on the part of the Company and, subject to acceptance
        by the Company, constitutes a valid obligation of the Company legally
        binding upon it and enforceable in accordance with its terms;

   (j)  the Company and its subsidiaries are duly registered or licensed
        to carry on business in the jurisdictions in which they carry on
        business or own property or assets;

   (k)  neither the Company nor any of its subsidiaries is a party to any
        actions, suits or proceedings which could materially affect its
        business or financial condition, and to the best of the Company's
        knowledge no such actions, suits or proceedings have been threatened as
        at the date hereof, except as disclosed in the Public Record;

   (l)  no order ceasing or suspending trading in the securities of the
        Company nor prohibiting sale of such securities has been issued to the
        Company or its directors, officers or promoters and to the best of the
        Company's knowledge no investigations or proceedings for such purposes
        are pending or threatened;

   (m)  at the Closing Date, every consent, approval, authorization or
        order that is required for the transactions herein contemplated to
        occur at Closing will have been obtained and will be in effect;

   (n)  except as set out in the  the Public Record or herein, no person
        has any right, agreement or option, present or future, contingent or
        absolute, or any right capable of becoming a right, agreement or option
        for the issue or allotment of any unissued common shares of the Company
        or any other security convertible or exchangeable for any such shares
        or to require the Company to purchase, redeem or otherwise acquire any
        of the issued or outstanding shares of the Company;

   (o)  the Company is under Canadian laws a "reporting issuer" in the
        Province of British Columbia (the "Reporting Jurisdiction") within the
        meaning of the Securities Act of that jurisdiction, and is not included
        on the list of defaulting reporting issuers maintained by the
        Securities Commissions in that jurisdiction; and

   (p)  the issued and outstanding common shares of the Company are listed
        and posted for trading on the OTCBB.

7.  No Contractual Right of Action for Rescission

7.1   The Subscriber  acknowledges  that it will not receive a copy of the
Offering Memorandum in connection with this Subscription and is not entitled to
contractual rights of action.

8.  Resale Restrictions and Legending of Securities

8.1  The Subscriber acknowledges that any resale of the Securities will be
subject to resale restrictions contained in the securities legislation
applicable to each Subscriber or any proposed transferee.  The Company is a
reporting issuer in the Reporting Jurisdictions only. Accordingly, the
Subscriber, if resident in any other province or territory of Canada,
acknowledges and agrees that the applicable hold periods applicable in such
other jurisdictions may be of indefinite length. The Subscriber acknowledges
and agrees that it should consult its own counsel with respect to the
applicable hold period in the jurisdiction in which it is a resident.

8.2  Any shares of the Company issued pursuant to this Offering as part of a
Unit or acquired on exercise of a Warrant will be subject to restrictions on
resale for a period of twelve months from the closing of this Offering in
British Columbia. The Subscriber hereby acknowledges that a legend will be
placed on the certificates representing the Securities to the effect that the
securities represented thereby are subject to a twelve (12) month (from
Closing) hold period in the Reporting Jurisdiction The Subscriber further
acknowledges that in the event that any Warrant is exercised by the Subscriber
prior to the expiring of the hold period, a legend will be placed on the
certificates representing the Warrant Shares to the effect that the securities
represented by such certificates are subject to a twelve month hold period from
Closing Date.

8.3  The Subscriber acknowledges that the Securities have not been registered
under the 1933 Act or the securities laws of any State of the United States and
that the Company does not intend to register same under the 1933 Act, or the
securities laws of any State of the United States and has no obligation to do
so.  The Securities may not be offered or resold in the United States unless
registered in accordance with federal securities laws and all applicable State
securities laws or exemptions from such requirements are available.

8.4  The Subscriber will abide by any hold period imposed by a securities
regulatory authority or by the laws of the jurisdiction in which the Subscriber
is residing.

8.5  In this Subscription, the term "U.S. Person" shall have the meaning
ascribed thereto in Rule 902 of Regulation S under the 1933 Act and for the
purpose of this Subscription, includes any person in the United States.

9.  General and Miscellaneous

   (a)  Governing Law:  This Subscription is governed by the laws of the
        Province of British Columbia and the federal laws of Canada applicable
        therein.  The Subscriber, in his personal or corporate capacity and, if
        applicable, on behalf of each beneficial purchaser for whom he is
        acting, irrevocably attorn to the jurisdiction of the courts of the
        Province of British Columbia;

   (b)  Survival:  This Subscription, including, without limitation, the
        representations, warranties, acknowledgments and covenants contained
        herein, shall survive and continue in full force and effect and be
        binding upon the Subscriber notwithstanding the completion of the
        purchase of the Units by the Subscriber pursuant hereto, the completion
        of the issue of Units of the Company and any subsequent disposition by
        the Subscriber of the Shares or Warrants;

   (c)  Assignment:  This Subscription is not transferable or assignable
        by the Subscriber except pursuant to applicable law and the Company's
        consent;

   (d)  Execution:  The Company shall be entitled to rely on delivery by
        facsimile machine of an executed copy of this Subscription 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;

   (e)  Severability:  The invalidity or unenforceability of any
        particular provision of this Subscription shall not affect or limit the
        validity or enforceability of the remaining provisions of this
        Subscription;

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

   (g)  Language:  The undersigned hereby acknowledges that it has
        consented to and requested that the documents relating in any way to
        the purchase and sale of the Securities be drawn up in the English
        language only.; and

   (h)  Currency:  All monetary amounts are in  U.S.
        Dollars.
IN WITNESS WHEREOF the Subscriber has duly executed this Subscription as of the
date first above mentioned.

Number of Units Subscribed:     125,000

Total Purchase Price:         US$25,000

Name and Address

Peter Loretto
-------------------------------------------
(Name of Subscriber - Please type or print)

"Peter Loretto"
-------------------------------------------
(Signature and, if applicable, Office)

3508 Granville Ave.
-------------------------------------------
(Address of Subscriber)

Richmond, BC  V7C 1C9
-------------------------------------------
(City, Province, Postal Code of Subscriber)

<PAGE>
If the Subscriber is signing as agent or other person, please provide the name
and address of the beneficial owner of the Units purchased:
Name and Address

-------------------------------------------
(Name of Subscriber - Please type or print)

-------------------------------------------
(Signature and, if applicable, Office)

-------------------------------------------
(Address of Subscriber)

-------------------------------------------
(City, Province, Postal Code of Subscriber)

                              A C C E P T A N C E

The above-mentioned Subscription is hereby accepted and the terms hereof agreed
to by Trans-Orient Petroleum Ltd.

DATED at Vancouver, British Columbia, the 10th day of June, 2002.

                                 TRANS-ORIENT PETROLEUM LTD.
                                 Per:  "Garth Johnson"
                                 Authorized Signing Officer


REGISTRATION AND DELIVERY INSTRUCTIONS

1.  Delivery - please deliver the Share and Warrant certificate(s) to the
    following street address:

    ------------------------------------------------------------------

    ------------------------------------------------------------------

    ------------------------------------------------------------------

2.  Registration - registration of the single certificate which is to
    be delivered at closing should be made as follows:  (Registration must
    reflect legal ownership in accordance with Subscriber's disclosure made
    on page 10.)

    Golden Capital Securities Ltd. In Trust For Peter Loretto RRSP #40-0987-4
    ------------------------------------------------------------------
    (name)

    #168-1177 W. Hastings Street, Vancouver, B.C. V6E 2K3
    ------------------------------------------------------------------
    (address)

    RRSP #40-0987-4
    ------------------------------------------------------------------
    (account number)

<PAGE>
                     ACCREDITED INVESTOR CERTIFICATE FORM

The Purchaser certifies that it/he/she is an "accredited investor" as defined
in Multilateral Instrument 45-103 Capital Raising Exemption (the "Instrument")
promulgated under the Securities Act (British Columbia) and the Securities Act
(Alberta) (each, an "Act") by virtue of qualifying as one of more of the
following.  Please insert a checkmark in the bracketed area beside each
applicable paragraph:

Individual Purchasers

    [  x]  (a)  An individual who beneficially owns, or together
                with a spouse beneficially owns, financial assets having an
                aggregate realizable value that, before taxes but net of any
                related liabilities, exceeds $1,000,000;

    [  x]  (b)  An individual whose net income before taxes exceeded
                $200,000 in each of the two most 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;
     [  ]  (c)  An individual who has been granted registration
                under an Act or securities legislation in another jurisdiction
                as a representative or a person or company registered under the
                Act or securities legislation in another jurisdiction as an
                adviser or dealer under the Securities Act (Ontario), other
                than a limited market dealer, whether or not the individual's
                registration is still in effect;
     [  ]  (d)  A person registered under an Act or securities
                legislation in another jurisdiction as an adviser or dealer,
                other than a limited market dealer;

Non-Individual Purchasers

     [  ]  (e)  A company registered under the Act or securities
                legislation in another jurisdiction as an adviser or dealer,
                other than a limited market dealer;

     [  ]  (f)  A registered charity under the Income Tax Act
                (Canada);

     [  ]  (g)  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 $5,000,000 as shown in its most recently prepared
                financial statements;

     [  ]  (h)  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;

Institutional Purchasers

     [  ]  (i)  A Canadian financial institution, or an authorized
                foreign bank listed in Schedule III of the Bank Act (Canada) or
                a wholly owned subsidiary of same;

     [  ]  (j)  A loan corporation or trust corporation registered
                under the Loan and Trust Corporations Act (Ontario) or under
                the Trust and Loan Corporations Act (Canada), or under
                comparable legislation in any other jurisdiction or a wholly
                owned subsidiary of same;

     [  ]  (k)  An association under the Cooperative Credit
                Associations Act (Canada) or a wholly owned subsidiary of same
                located in Canada;

     [  ]  (l)  The Business Development Bank incorporated under the
                Business Development Bank Act (Canada);

     [  ]  (m)  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;

     [  ]  (n)  A mutual fund or non-redeemable investment fund
                that, in the local jurisdiction, distributes its securities
                only to persons or companies that are accredited investors;

     [  ]  (o)  A mutual fund or non-redeemable investment fund
                that, in the local jurisdiction, distributes its securities
                under a prospectus for which the regulator has issued a
                receipt;

     [  ]  (p)  An entity that is organized outside of Canada that
                is analogous to any of the entities referred to in paragraphs
                (e), (i), (l), (k) or (m);

Government Organizations

     [  ]  (q)  The government of Canada or of a Province of Canada,
                or any crown corporation or agency of a Canadian federal or
                provincial government;

     [  ]  (r)  Any municipality, public board or commission in
                Canada;

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

Dated, June 10, 2002.
"Peter Loretto"
-------------------------------------------------------------------
Signature of the Purchaser or authorized signatory of the Purchaser


Peter Loretto
-------------------------------------------------------------------
Name of Purchaser


3508 Granville Avenue, Richmond, B.C. V7C 1C9
-------------------------------------------------------------------
Address of Purchaser


<PAGE>

This is the form required under section 135 of the Rules and, if applicable, by
            an order issued under section 76 of the Securities Act.

           BC FORM 45-903F1(previously Form 20A (IP))Securities Act

                    Acknowledgement of Individual Investor

    1.  I have agreed to purchase from Trans-Orient Petroleum Ltd. (the
        "Issuer") 125,000 units (the "Securities") of the Issuer.
                  -------------

    2.  I am purchasing the Securities as principal and, on closing of the
        agreement of purchase and sale, I will be the beneficial owner of the
        Securities.

    3.  I [circle one] have/have not received an offering memorandum
        describing the Issuer and the Securities.

    4.  I acknowledge that:

           (a)  no securities commission or similar regulatory authority
                has reviewed or passed on the merits of the Securities, AND

           (b)  there is no government or other insurance covering the
                Securities, AND

           (c)  I may lose all of my investment, AND

           (d)  there are restrictions on my ability to resell the
                Securities and it is my responsibility to find out what those
                restrictions are and to comply with them before selling the
                Securities, AND

           (e)  I will not receive a prospectus that the British Columbia
                Securities Act (the "Act") would otherwise require be given to
                me because the Issuer has advised me that it is relying on a
                prospectus exemption, AND

           (f)  because I am not purchasing the Securities under a
                prospectus, I will not have the civil remedies that would
                otherwise be available to me, AND

           (g)  the Issuer has advised me that it is using an exemption
                from the requirement to sell through a dealer registered under
                the Act, except purchases referred to in paragraph 5(g), and as
                a result I do not have the benefit of any protection that might
                have been available to me by having a dealer act on my behalf.

        5.  I also acknowledge that: [circle one]

           (a)  I am purchasing Securities that have an aggregate
                acquisition cost of $97,000 or more, OR

           (b)  my net worth, or my net worth jointly with my spouse at
                the date of the agreement of purchase and sale of the security,
                is not less than $400,000, OR

           (c)  my annual net income before tax is not less than $75,000,
                or my annual net income before tax jointly with my spouse is
                not less than $125,000, in each of the two most recent calendar
                years, and I reasonably expect to have annual net income before
                tax of not less than $75,000 or annual net income before tax
                jointly with my spouse of not less than $125,000 in the current
                calendar year, OR

           (d)  I am registered under the Act, OR

           (e)  I am a spouse, parent, brother, sister or child of a
                senior officer or director of the Issuer, or of an affiliate of
                the Issuer, OR

           (f)  I am a close personal friend of a senior officer or
                director of the Issuer, or of an affiliate of the Issuer, OR

           (g)  I am purchasing securities under section 128(c) ($25,000 -
                registrant required) of the Rules, and I have spoken to a
                person [Name of registered person] of [Name of registered
                individual's registered dealer] who has advised
                me that they are registered to trade or advise in the
                Securities and that the purchase of the Securities is a
                suitable investment for me.

        6.  If I am an individual referred to in paragraph 5(b), 5(c), or 5(d),
        I acknowledge that, on the basis of information about the Securities
        furnished by the Issuer, I am able to evaluate the risks and merits of
        the Securities because: [circle one]

           (a)  of my financial, business or investment experience, OR

           (b)  I have received advice from a person [Name of registered
                person] of [Name of registered individual's registered dealer]
                who has advised me that they are:

                (i)  registered to advise, or exempted from the
                     requirement to be registered to advise, in respect of
                     the Securities, and

               (ii)  not an insider of, or in a special relationship
                     with, the Issuer.

The statements made in this report are true.

DATED June 10, 2002.

"Peter Loretto"
Signature of Investor

Peter Loretto
Name of Investor

3508 Granville Avenue, Richmond, B.C. V7C 1C9
Address of Investor

<PAGE>

This is the form required under section 135 of the Rules and, if applicable, by
            an order issued under section 59 of the Securities Act.
            BC FORM 45-903F2(formerly Form 20A (NIP))Securities Act
             Acknowledgement of Investor that is not an Individual
    1.  _______________________(the "Investor") has agreed to purchase from
        Trans-Orient Petroleum Ltd. (the "Issuer") ___________  Units (the
        "Securities") of the Issuer.

    2.  The Investor is purchasing the Securities as principal, or is a
        trust company, insurer or portfolio manager acting on behalf of fully
        managed accounts and is deemed to be purchasing as principal under
        section 55(1) of the British Columbia Securities Act (the "Act").

    3.  On closing of the agreement of purchase and sale, the Investor will
        be the beneficial owner of the Securities, except where the Investor is
        a trust company, insurer or portfolio manager acting on behalf of fully
        managed accounts under section 55(1) of the Act.

    4.  The Investor [circle one] has/has not received an offering
        memorandum describing the Issuer and the Securities.

    5.  The Investor acknowledges that:

           (a)  no securities commission or similar regulatory authority
                has reviewed or passed on the merits of the Securities, AND

           (b)  there is no government or other insurance covering the
                Securities, AND

           (c)  the Investor may lose all of its investment, AND

           (d)  there are restrictions on the Investor's ability to resell
                the Securities and it is the responsibility of the Investor to
                find out what those restrictions are and to comply with them
                before selling the Securities, AND

           (e)  the Investor will not receive a prospectus that the Act
                would otherwise require be given to the Investor because the
                Issuer has advised the Investor that the Issuer is relying on a
                prospectus exemption, AND

           (f)  because the Investor is not purchasing the Securities
                under a prospectus, the Investor will not have the civil
                remedies that would otherwise be available to the Investor, AND

           (g)  the Issuer has advised the Investor that the Issuer is
                using an exemption from the requirement to sell through a
                dealer registered under the Act, except purchases referred to
                in paragraph 6(b), and as a result the Investor does not have
                the benefit of any protection that might have been available to
                the Investor by having a dealer act on the Investor's behalf.

    6.  The Investor acknowledges that:

           (a)  it is a "sophisticated purchaser" as described in
                paragraph 2 in the attached Appendix A [circle the applicable
                subparagraph in paragraph 2 in Appendix A]; OR

           (b)  the Securities were purchased under section 128(c)
                ($25,000 - registrant required) of the Rules and an authorized
                signatory of the Investor has spoken to [Name of registered
                person                        ] of [Name of registered
                individual's registered dealer
                             ] (the "Registered Person") who advised the
                authorized signatory that the Registered Person is registered
                to trade or advise in the Securities and that the purchase of
                the Securities is a suitable investment for the Investor; OR

           (c)  the Investor is a corporation, all the voting securities
                of which are beneficially owned by one or more of:
                   (i)  a close personal friend of a senior officer or
                        director of the Issuer, or of an affiliate of the
                        Issuer, OR

                  (ii)  a senior officer or director of the Issuer, or of
                        an affiliate of the Issuer, OR

                 (iii)  a spouse, parent, brother, sister, or child of a
                        senior officer or director of the Issuer, or of an
                        affiliate of the Issuer.

    7.  If the Investor is referred to in paragraph 6(a), the Investor
        acknowledges that, on the basis of information about the Securities
        furnished by the Issuer, the Investor is able to evaluate the risks and
        merits of the Securities because: [circle one]

           (a)  of the financial, business or investment experience of the
                Investor, OR

           (b)  the Investor has received advice from a person [Name of
                registered person] of [Name ofregistered individual's
                registered dealer] (the "Adviser") who has
                advised the Investor that the Adviser is:

                   (i)  registered to advise, or exempted from the
                        requirement to be registered to advise, in respect of
                        the Securities, AND

                  (ii)  not an insider of, or in a special relationship
                        with, the Issuer.

The statements made in this report are true.
DATED ______________________, 2002.




-------------------------------------------------------------------
Signature of Authorized Signatory of Investor


-------------------------------------------------------------------
Name and Office of Authorized Signatory of Investor


-------------------------------------------------------------------
Name of Investor


-------------------------------------------------------------------
Address of Investor

<PAGE>

                        APPENDIX A TO BC FORM 45-903F2

                          (previously Form 20A (NIP))

[Circle the applicable subparagraph in paragraph 2.]
"Sophisticated purchaser" means a purchaser that, in connection with a
distribution, gives an acknowledgement under section 135 of the Rules to the
Issuer, where the Issuer does not believe, and has no reasonable grounds to
believe, that the acknowledgement is false, acknowledging both that:

    1.  the purchaser is able, on the basis of information about the
        investment furnished by the Issuer, to evaluate the risks and merits of
        the prospective investment because of

           (a)  the purchaser's financial, business or investment
                experience, OR

           (b)  advice the purchaser receives from a person who is
                registered to advise, or is exempted from the requirement to be
                registered to advise, in respect of the security that is the
                subject of the trade (the "Security") and who is not an insider
                of, or in a special relationship with, the Issuer of the
                Security; AND

    2.  the purchaser is one of the following [circle one]:

           (a)  a person registered under the Securities Act, OR

           (b)  an individual who:

                   (i)  has a net worth, or net worth jointly with the
                        individual's spouse, at the date of the agreement of
                        purchase and sale of the Security, of not less than
                        $400,000, OR

                  (ii)  has had in each of the 2 most recent calendar
                        years, and reasonably expects to have in the current
                        calendar year:

                       [ ]  annual net income before tax of not less than
                            $75,000, OR

                       [ ]  annual net income before tax, jointly with the
                            individual's spouse, of not less than $125,000; OR

           (c)  a corporation, partnership or trust that:

                   (i)  has net assets of not less than $400,000, OR

                  (ii)  has had in each of the 2 most recent calendar
                        years, and reasonably expects to have in the current
                        calendar year, net income before tax of not less than
                        $125,000, OR

           (d)  a corporation in which all of the voting shares are
                beneficially owned by sophisticated purchasers or of which the
                majority of the directors are sophisticated purchasers, OR

           (e)  a general partnership in which all of the partners are
                sophisticated purchasers, OR

           (f)  a limited partnership in which a majority of the general
                partners are sophisticated purchasers, OR

           (g)  a trust in which all of the beneficiaries are sophisticated
                purchasers or the majority of the trustees are sophisticated
                purchasers.

<PAGE>
                          CERTIFICATE OF U.S. PERSON

The Purchaser covenants, represents and warrants to TRANS-ORIENT PETROLUEM LTD.
(the "Company") that:

   (a)  it understands that the Securities have not been and will not be
        registered under the U.S. Securities Act and that the sale contemplated
        hereby is being made in reliance on an exemption from such registration
        requirement;

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

   (c)  it understands and agrees that there may be material tax
        consequences to the Purchaser of an acquisition or disposition of the
        Shares or exercise of Warrants.  The Company gives no opinion and makes
        no representation with respect to the tax consequences to the Purchaser
        under United States, state, local or foreign tax law of the
        undersigned's acquisition or disposition of such securities. In
        particular, no determination has been made whether the Company will be
        a "passive foreign investment company" ("PFIC") within the meaning of
        Section 1291 of the United States Internal Revenue Code;

   (d)  it understands and agrees that the financial statements of the
        Company have been prepared in accordance with Canadian generally
        accepted accounting principles, which differ in some respects from
        United States generally accepted accounting principles, and thus may
        not be comparable to financial statements of United States companies;

   (e)  it understands and acknowledges that upon the issuance thereof,
        and until such time as the same is no longer required under the
        applicable requirements of the U.S. Securities Act or applicable state
        securities laws and regulations, the certificates representing the
        Securities will bear a legend in substantially the following form:

                "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
                BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
                AS AMENDED (THE "U.S. SECURITIES ACT").  THE HOLDER HEREOF, BY
                PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
                COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
                OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE
                UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
                THE U.S. SECURITIES ACT IF APPLICABLE. (C) INSIDE THE UNITED
                STATES (1) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION
                REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
                THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE
                STATE SECURITIES LAWS, OR (2) IN A TRANSACTION THAT DOES NOT
                REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
                APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND
                SALE OF SECURITIES, AND THE HOLDER HAS PRIOR TO SUCH SALE
                FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED
                STANDING, REASONABLY SATISFACTORY TO THE COMPANY.  DELIVERY OF
                THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN
                SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THE
                COMPANY IS A "FOREIGN ISSUER" AS THAT TERM IS DEFINED BY
                REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO
                LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY
                BE OBTAINED FROM THE REGISTRAR UPON DELIVERY OF THIS
                CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM
                SATISFACTORY TO THE REGISTRAR AND THE COMPANY, TO THE EFFECT
                THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING
                MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
                SECURITIES ACT."

   (f)  it consents to the Company making a notation on its records or
        giving instruction to the registrar and transfer agent of the Company
        in order to implement the restrictions on transfer set forth and
        described herein;

   (g)  if an individual, it is a resident of the state or other
        jurisdiction listed in its address on the signature page of the
        Subscription Agreement, or if the Purchaser is not an individual, the
        office of the Purchaser at which the Purchaser received and accepted
        the offer to purchase the Units is the address listed on the signature
        page of the Subscription Agreement.

   (h)  it has such knowledge and experience in financial and business
        matters as to be capable of evaluating the merits and risks of an
        investment in the Securities and it is able to bear the economic risk
        of loss of its entire investment;

   (i)  the Company has provided to it the opportunity to ask questions
        and receive answers concerning the terms and conditions of the offering
        and it has had access to such information concerning the Company as it
        has considered necessary or appropriate in connection with its
        investment decision to acquire the Securities;

   (j)  it is acquiring the Securities for its own account, for investment
        purposes only and not with a view to any resale, distribution or other
        disposition of the Securities in violation of the United States
        securities laws;

   (k)  if it decides to offer, sell or otherwise transfer any of the
        Securities, it will not offer, sell or otherwise transfer any of such
        Securities directly or indirectly, unless

           (i)  the sale is to the Company;

          (ii)  the sale is made outside the United States in a
                transaction meeting the requirements of Rule 904 of Regulation
                S under the Securities Act and in compliance with applicable
                local laws and regulations;

        (iii)   the sale is made pursuant to the exemption from the
                registration requirements under the Securities Act provided by
                Rule 144 thereunder and in accordance with any applicable state
                securities or "Blue Sky" laws; or

          (iv)  the Securities are sold in a transaction that does not
                require registration under the Securities Act or any applicable
                state laws and regulations governing the offer and sale of
                securities, and it has prior to such sale furnished to the
                Company an opinion of counsel reasonably satisfactory to the
                Company;

   (l)  it understands and agrees that the Warrants may not be exercised
        in the United States or by or on behalf of a "U.S. Person" or a person
        in the United States unless registered under the 1933 Act and any
        applicable state securities laws or unless an exemption from such
        registration requirements is available and that certificates
        representing the Warrants will bear a legend to such effect;

   (m)  it satisfies one or more of the categories indicated below (please
        place an "X" on the appropriate line(s)):

[ ] Category 1. A bank, as defined in Section 3(a)(2) of the Act, whether
                acting in its individual or fiduciary capacity; or

[ ] Category 2. A savings and loan association or other institution as
                defined in Section 3(a)(5)(A) of the Act, whether acting in
                its individual or fiduciary capacity; or

[ ] Category 3. A broker or dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934; or

[ ] Category 4. An insurance company as defined in Section 2(13) of the Act; or

[ ] Category 5. An investment company registered under the Investment Company
                Act of 1940; or

[ ] Category 6. A business development company as defined in Section 2(a)(48)
                of the Investment Company Act of 1940; or

[ ] Category 7. A small business investment company licensed by the U.S. Small
                Business Administration under Section 301(c) or (d) of the
                Small Business Investment Act of 1958; or

[ ] Category 8. A plan established and maintained by a state, its political
                subdivision or any agency or instrumentality of a state or
                its political subdivisions, for the benefit of its employees,
                with assets in excess of US$5,000,000; or

[ ] Category 9. An employee benefit plan within the meaning of the Employee
                Retirement Income Security Act of 1974 in which the investment
                decision is made by a plan fiduciary, as defined in Section
                3(21) of such Act, which is either a bank, savings and loan
                association, insurance company or registered investment advisor,
                or an employee benefit plan with total assets in excess of
                US$5,000,000 or, if a self-directed plan, the investment
                decisions are made solely by persons who are accredited
                investors; or

[ ] Category 10.A private business development company as defined in Section
                202(a)(22) of the Investment Advisors Act of 1940; or

[ ] Category 11.An organization described in Section 501(c)(3) of the Internal
                Revenue Code, a corporation, a Massachusetts or similar
                business trust, or a partnership, not formed for the specific
                purpose of acquiring the Shares, with total assets in excess of
                US$5,000,000; or

[ ] Category 12.A director, executive officer or general partner of the
                Company; or

[ ] Category 13.A natural person whose individual net worth, or joint net worth
                with that person's spouse, at the time of this purchase exceeds
                US$1,000,000; or

[ ] Category 14.A natural person who had an individual income in excess of
                US$200,000 in each year of the two most recent years or joint
                income with that person's spouse in excess of US$300,000 in
                each of those years and has a reasonable expectation of
                reaching the same income level in the current year; or

[ ] Category 15.A trust, with total assets in excess of US$5,000,000, not
                formed for the specific purpose of acquiring the securities
                offered, whose purchase is directed by a sophisticated person
                as described in SEC Rule 506(b)(2)(ii); or

[ ] Category 16.An entity in which each of the equity owners meets the
                requirements of one of the above categories.




----------------------------------------
Date


----------------------------------------
Duly authorized signatory for Purchaser


----------------------------------------
(Print name of Purchaser)

<PAGE>