THIS 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 SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION
AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933 (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 COMPLIANCE WITH THE 1933 ACT.


                             SUBSCRIPTION AGREEMENT
                             (Offshore Subscribers)

TO:      Logicom, Inc. (the "Company")
         Suite 600
         625 Howe Street
         Vancouver, BC
         Canada  V6C 2T6

                                Purchase of Units

1. Subscription

1.1 On the basis of the representations and warranties and subject to the terms
and conditions set forth herein, ____________________(the "Subscriber") hereby
irrevocably subscribes for and agrees to purchase ____________ units (the
"Units") at a price per Unit of US$0.84 (such subscription and agreement to
purchase being the "Subscription"), for an aggregate purchase price of
US$__________ (the "Subscription Proceeds").

1.2 Each Unit will consist of one common share in the capital of the Company
(each, a "Share") and one common share purchase warrant (each, a "Warrant")
subject to adjustment. Each Warrant shall be non-transferable and shall entitle
the holder thereof to purchase one share of common stock in the capital of the
Company (each, a "Warrant Share"), as constituted at the date of the completion
of the transactions contemplated in the Share Exchange Agreement dated November
2, 2005 between the Company, Skin Shoes, Inc. and all of the stockholders of
Skin Shoes, Inc., as the same may be amended from time-to-time (the "Share
Exchange Agreement"), for a period of thirty months commencing from the Closing
(as defined hereafter), at a price per Warrant Share of US$1.00. Certificate(s)
representing the Warrants will be in the form attached as Exhibit A. The Shares,
Warrants and the Warrant Shares are referred to as the "Securities".

1.3 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 Units to the Subscriber.

1.4 Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company.

<PAGE>
                                      -2-


2. Payment

2.1 The Subscription Proceeds must accompany this Subscription and shall be paid
by wire transfer to the Company's lawyers pursuant to the wiring instructions
below:

    HSBC BANK USA, NEW YORK
    ABA NO.: 021 001 088
    SWIFT CODE: HKBCCATT
    ACCOUNT NO.: 000050881
    For further credit to:
    HSBC BANK CANADA
    885 WEST GEORGIA STREET
    VANCOUVER, BRITISH COLUMBIA
    V6C 3G1 CANADA
    ACCOUNT NAME: CLARK WILSON LLP
    U.S. TRUST ACCOUNT NO.: 491689-002
    TRANSIT NO.: 10020
    BANK CODE: 16
    PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE
    YOUR NAME AND OUR FILE NO. 27839-0002 EPM

The Company's lawyers are authorized to immediately deliver the funds to the
Company subject to the terms of an Escrow Agreement dated December 15, 2005,
between the Company and Clark Wilson LLP, as the same may be amended from
time-to-time (the "Escrow Agreement"), pursuant to which Clark Wilson LLP will
hold a specific amount of money in escrow to be released to the Company on the
terms stated in the Escrow Agreement.

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.

2.3 The Company is entitled to treat the 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

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

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, the OTC Bulletin
Board and applicable law.

4. Closing

4.1 Closing of the offering of the Securities (the "Closing") shall occur on or
before _____________, or on such other date as may be determined by the Company
(the "Closing Date").

5. Acknowledgements of Subscriber

5.1 The Subscriber acknowledges and agrees that:

<PAGE>
                                      -3-


      (a)   none of the Securities have been or will be 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 and in
            each case only in accordance with applicable state securities laws;

      (b)   other than as set out herein, the Company has not undertaken, and
            will have no obligation, to register any of the Securities under the
            1933 Act or any other securities legislation;

      (c)   it has received and carefully read this Subscription Agreement;

      (d)   the decision to execute this Subscription Agreement 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 such decision is based entirely upon
            a review of any public information which has been filed by the
            Company with the Securities and Exchange Commission ("SEC") in
            compliance, or intended compliance, with applicable securities
            legislation, including, by way of example and not in limitation, the
            Share Exchange Agreement, which was filed as an exhibit to the
            Company's Form 8-K filed with the SEC on November 7, 2005 (as the
            same may be amended from time-to-time);

      (e)   it and its advisor(s) have had a reasonable opportunity to ask
            questions of and receive answers from the Company in connection with
            the sale of the Securities hereunder, and to obtain additional
            information, to the extent possessed or obtainable by the Company
            without unreasonable effort or expense;

      (f)   the books and records of the Company were available upon reasonable
            notice for inspection, subject to certain confidentiality
            restrictions, by the Subscriber during reasonable business hours at
            its principal place of business and that all documents, records and
            books in connection with the sale of the Securities hereunder have
            been made available for inspection by him and his attorney and/or
            advisor(s);

      (g)   all information which the Subscriber has provided to the Company is
            correct and complete as of the date the Subscription Agreement is
            signed, and if there should be any change in such information prior
            to this Subscription Agreement being executed by the Company, the
            Subscriber will immediately provide the Company with such
            information;

      (h)   the Company is entitled to rely on the representations and
            warranties of the Subscriber contained in this Subscription
            Agreement and the Subscriber will hold harmless the Company from any
            loss or damage it or they may suffer as a result of the Subscriber's
            failure to correctly complete this Subscription Agreement;

      (i)   the Subscriber will indemnify and hold harmless the Company and,
            where applicable, its respective directors, officers, employees,
            agents, advisors and shareholders from and against any and all loss,
            liability, claim, damage and expense whatsoever (including, but not
            limited to, any and all fees, costs and expenses whatsoever
            reasonably incurred in investigating, preparing or defending against
            any claim, lawsuit, administrative proceeding or investigation
            whether commenced or threatened) arising out of or based upon any
            representation or warranty of the Subscriber contained herein or in
            any document furnished by the Subscriber to the Company in
            connection herewith being untrue in any material respect or any
            breach or failure by the Subscriber to comply with any covenant or
            agreement made by the Subscriber to the Company in connection
            therewith;
<PAGE>
                                      -4-


      (j)   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 Securities and with respect to applicable
            resale restrictions, and it is solely responsible (and the Company
            is not in any way responsible) for compliance with:

            (i)   any applicable laws of the jurisdiction in which the
                  Subscriber is resident in connection with the distribution of
                  the Securities hereunder, and

            (ii)  applicable resale restrictions;

      (k)   none of the Securities are listed on any stock exchange or automated
            dealer quotation system and no representation has been made to the
            Subscriber that any of the Securities will become listed on any
            stock exchange or automated dealer quotation system, except that
            currently certain market makers make market in the common shares of
            the Company on the National Association of Securities Dealers,
            Inc.'s OTC Bulletin Board;

      (l)   the Subscriber is outside the United States when receiving and
            executing this Subscription Agreement and is acquiring the
            Securities as principal for its own account, for investment purposes
            only, and not with a view to, or for, resale, distribution or
            fractionalization thereof, in whole or in part, and no other person
            has a direct or indirect beneficial interest in such Securities;

      (m)   none of the Securities may be offered or sold to a U.S. Person or
            for the account or benefit of a U.S. Person (other than a
            distributor) prior to the end of the Distribution Compliance Period
            (as defined herein);

      (n)   the Company will refuse to register any transfer of the Securities
            not made in accordance with the provisions of Regulation S, pursuant
            to an effective registration statement under the 1933 Act or
            pursuant to an available exemption from the registration
            requirements of the 1933 Act and in each case in accordance with
            applicable state securities laws;

      (o)   neither the SEC nor any other securities commission or similar
            regulatory authority has reviewed or passed on the merits of the
            Securities;

      (p)   no documents in connection with the sale of the Securities hereunder
            have been reviewed by the SEC or any state securities
            administrators;

      (q)   there is no government or other insurance covering any of the
            Securities;

      (r)   the issuance and sale of the Securities to the Subscriber will not
            be completed if it would be unlawful or if, in the discretion of the
            Company acting reasonably, it is not in the best interests of the
            Company;

      (s)   the Subscriber is purchasing the Securities pursuant to an exemption
            from the registration and the prospectus requirements of applicable
            securities legislation on the basis that the Subscriber is an
            accredited investor of the Company and, as a consequence:

            (i)   is restricted from using most of the civil remedies available
                  under securities legislation,

            (ii)  may not receive information that would otherwise be required
                  to be provided under securities legislation, and

            (iii) the Company is relieved from certain obligations that would
                  otherwise apply under securities legislation;
<PAGE>
                                      -5-


      (t)   the statutory and regulatory basis for the exemption claimed for the
            offer and sale of the Securities, although in technical compliance
            with Regulation S, would not be available if the offering is part of
            a plan or scheme to evade the registration provisions of the 1933
            Act; and

      (u)   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

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

      (a)   the Subscriber is not a U.S. Person;

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

      (c)   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 and the sale of the Securities 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;

      (d)   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;

      (e)   if the Subscriber is a corporation or other entity, the entering
            into of this Subscription Agreement and the transactions
            contemplated hereby do not and will 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;

      (f)   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;

      (g)   the Subscriber is acquiring the Securities as principal for its own
            account for investment purposes only and not for the account of any
            other person and not for distribution, assignment or resale to
            others, and no other person has a direct or indirect beneficial
            interest in such Securities, and it has not subdivided its interest
            in the Securities with any other person;

      (h)   the Subscriber is outside the United States when receiving and
            executing this Subscription Agreement and is acquiring the
            Securities as principal for the Subscriber's own account for
            investment purposes only, and not with a view to, or for, resale,
            distribution or fractionalisation thereof, in whole or in part, and
            no other person has a direct or indirect beneficial interest in the
            Securities;

      (i)   the Subscriber is aware that an investment in the Company is
            speculative and involves certain risks, including the possible loss
            of the entire investment and it has carefully read and considered
            the matters set forth under the heading "Risk Factors" appearing in
            the Company's Form 10-KSB and any other filings filed with the SEC;

<PAGE>
                                      -6-


      (j)   the Subscriber has made an independent examination and investigation
            of an investment in the Securities and the Company and has depended
            on the advice of its legal and financial advisors and agrees that
            the Company will not be responsible in any way whatsoever for the
            Subscriber's decision to invest in the Securities and the Company;

      (k)   the Subscriber (i) has adequate net worth and means of providing for
            its current financial needs and possible personal contingencies,
            (ii) has no need for liquidity in this investment, and (iii) is able
            to bear the economic risks of an investment in the Securities for an
            indefinite period of time;

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

      (m)   the Subscriber has the legal capacity and competence to enter into
            and execute this Subscription Agreement and to take all actions
            required pursuant hereto;

      (n)   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 in accordance with its
            terms;

      (o)   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
            Securities;

      (p)   it 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
            Securities;

      (q)   the Subscriber understands and agrees that none of the Securities
            have been or will, except as set forth in this Agreement, be
            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 and in each case only in
            accordance with applicable state securities laws;

      (r)   the Subscriber understands and agrees that offers and sales of any
            of the Securities prior to the expiration of a period of one year
            after the date of original issuance of the Securities (the one year
            period hereinafter referred to as the "Distribution Compliance
            Period") shall only be made in compliance with the safe harbor
            provisions set forth in Regulation S, pursuant to the registration
            provisions of the 1933 Act or an exemption therefrom, and that all
            offers and sales after the Distribution Compliance Period shall be
            made only in compliance with the registration provisions of the 1933
            Act or an exemption therefrom and in each case only in accordance
            with applicable state securities laws;

      (s)   the Subscriber acknowledges that it has not acquired the Securities
            as a result of, and will not itself engage in, any "directed selling
            efforts" (as defined in Regulation S under the 1933 Act) in the
            United States in respect of any of the Securities which would
            include any activities undertaken for the purpose of, or that could
            reasonably be expected to have the effect of, conditioning the
            market in the United States for the resale of any of the Securities;
            provided, however, that the Subscriber may sell or otherwise dispose
            of any of the Securities pursuant to registration of any of the
            Securities pursuant to the 1933 Act and any applicable state
            securities laws or under an exemption from such registration
            requirements and as otherwise provided herein;
<PAGE>
                                      -7-


      (t)   the Subscriber understands and agrees not to engage in any hedging
            transactions involving any of the Securities unless such
            transactions are in compliance with the provisions of the 1933 Act
            and in each case only in accordance with applicable state securities
            laws;

      (u)   the Subscriber understands and agrees that the Company will refuse
            to register any transfer of the Securities not made in accordance
            with the provisions of Regulation S, pursuant to an effective
            registration statement under the 1933 Act or pursuant to an
            available exemption from the registration requirements of the 1933
            Act;

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

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

      (x)   no person has made to the Subscriber any written or oral
            representations: (i) that any person will resell or repurchase any
            of the Securities, (ii) that any person will refund the purchase
            price of any of the Securities, (iii) as to the future price or
            value of any of the Securities, or

      (iv)  that any of the Securities will be listed and posted for trading on
            any stock exchange or automated dealer quotation system or that
            application has been made to list and post any of the Securities of
            the Company on any stock exchange or automated dealer quotation
            system, except that currently the Company's common shares are quoted
            on the over-the-counter market operated by the NASD's
            Over-The-Counter Bulletin Board.

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

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

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

8. Resale Restrictions

<PAGE>
                                      -8-


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

8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Securities by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 8.1
above, and, in particular, the Subscriber acknowledges and agrees that none of
the Securities may be offered or sold to a U.S. Person or for the account or
benefit of a U.S. Person (other than a distributor) prior to the end of the
Distribution Compliance Period.

9. Acknowledgement and Waiver

9.1 The Subscriber has acknowledged that the decision to purchase the Securities
was solely made on the basis of information available to the Subscriber on the
EDGAR database maintained by the SEC at www.sec.gov. 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 the Securities.

10. Legending of Subject Securities

10.1 The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the
Securities will bear a legend in substantially the following form:

      "THESE SECURITIES 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 SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE
      BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS,
      AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED
      STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (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 SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH
      THE 1933 ACT."

10.2 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.

11. Costs

11.1 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 Securities shall be
borne by the Subscriber.

12. Resale Registration.

      On or prior to the date (the "Filing Date") that is 30 days after the date
of completion of the transaction contemplated in the Share Exchange Agreement,
the Company shall prepare and file with the SEC a "resale" Registration
Statement providing for the resale of the Shares and the Warrant Shares
(collectively, the "Registrable Securities") for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be on
Form SB-2 (except if the Company is not then eligible to register for resale the
Registrable Securities on Form SB-2, in which case such registration shall be on
another appropriate form in accordance with the Securities Act and the rules
promulgated thereunder). The Company shall (i) not permit any securities other
than the Registrable Securities and the securities to be listed on Exhibit B
hereto to be included in the Registration
<PAGE>
                                      -9-


Statement and (ii) use its reasonable best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event prior to the date (the
"Effectiveness Date") that is 120 days after the earlier of (i) the date of
filing of the Registration Statement, and (ii) the Filing Date, and to keep such
Registration Statement continuously effective under the Securities Act until
such date as is the earlier of (x) the date when all Registrable Securities
covered by such Registration Statement have been sold or (y) the date on which
the Registrable Securities may be sold without any restriction pursuant to Rule
144(k) as determined by the counsel to the Company pursuant to a written opinion
letter, addressed to the Company's transfer agent to such effect (the
"Effectiveness Period").

13. Registration Procedures.

13.1 In connection with the Company's registration obligations hereunder, the
Company shall:

      (a)   not less than five (5) business days prior to the filing of the
            Registration Statement or any related prospectus or any amendment or
            supplement thereto (including any document that would be
            incorporated therein by reference), the Company shall (i) furnish to
            the Subscriber copies of all such documents proposed to be filed,
            which documents (other than those incorporated by reference) will be
            subject to the review of the Subscriber, and (ii) cause its officers
            and directors, counsel and independent certified public accountants
            to respond to such inquiries as shall be necessary, in the
            reasonable opinion of the Subscriber, to conduct a reasonable
            investigation within the meaning of the Securities Act. Unless
            otherwise advised by outside counsel to the Company, the Company
            shall not file the Registration Statement or any such prospectus or
            any amendments or supplements thereto to which the Subscriber shall
            reasonably object in writing within three (3) business days of its
            receipt thereof.

      (b)   (i) Prepare and file with the SEC such amendments, including
            post-effective amendments, to the Registration Statement as may be
            necessary to keep the Registration Statement continuously effective
            as to the applicable Registrable Securities for the Effectiveness
            Period and prepare and file with the Commission such additional
            Registration Statements as necessary in order to register for resale
            under the Securities Act all of the Registrable Securities; (ii)
            cause the related prospectus to be amended or supplemented by any
            required prospectus supplement, and as so supplemented or amended to
            be filed pursuant to Rule 424 (or any similar provisions then in
            force) promulgated under the Securities Act; (iii) respond as
            promptly as possible, but in no event later than ten (10) business
            days, to any comments received from the SEC with respect to the
            Registration Statement or any amendment thereto and as promptly as
            possible provide the Subscriber true and complete copies of all
            correspondence from and to the SEC relating to the Registration
            Statement; and (iv) comply in all material respects with the
            provisions of the Securities Act and the Exchange Act with respect
            to the disposition of all Registrable Securities covered by the
            Registration Statement during the applicable period in accordance
            with the intended methods of disposition by the Subscriber thereof
            set forth in the Registration Statement as so amended or in such
            prospectus as so supplemented. The Company and the Subscriber agree
            that the Subscriber will suffer damages if the Company fails to
            cause the Registration Statement to be declared effective by the
            Commission on or before the Effectiveness Date. The Company and the
            Subscriber further agree that it would not be feasible to ascertain
            the extent of such damages with precision. Accordingly, if the
            Company fails to cause the Registration Statement to be declared
            effective by the Commission on or before the Effectiveness Date, the
            Company shall pay an amount in cash as liquidated damages to the
            Subscriber equal to .025% for each day after the Effectiveness Date
            until the Registration Statement is declared effective by the
            Commission.

      (c)   Notify the Subscriber as promptly as possible (and, in the case of
            (i)(A) below, not less than five (5) days prior to such filing) and
            (if requested by any such person) confirm such notice in writing no
            later than one (1) business day following the day (i)(A) when a
            prospectus or any prospectus supplement or post-effective amendment
            to the Registration Statement is filed; (B) when the SEC notifies
            the Company whether there will be a "review" of such Registration
            Statement and whenever the SEC comments in writing on such
            Registration Statement and (C) with respect to the Registration
            Statement or any post-effective amendment, when the same has become
            effective; (ii)
<PAGE>
                                      -10-


            of any request by the SEC or any other Federal or state governmental
            authority for amendments or supplements to the Registration
            Statement or prospectus or for additional information; (iii) of the
            issuance by the SEC of any stop order suspending the effectiveness
            of the Registration Statement covering any or all of the Registrable
            Securities or the initiation of any proceedings for that purpose;
            (iv) if at any time any of the representations and warranties of the
            Company contained in any agreement contemplated hereby ceases to be
            true and correct in all material respects; (v) of the receipt by the
            Company of any notification with respect to the suspension of the
            qualification or exemption from qualification of any of the
            Registrable Securities for sale in any jurisdiction, or the
            initiation or threatening of any proceeding for such purpose; and
            (vi) of the occurrence of any event that makes any statement made in
            the Registration Statement or prospectus or any document
            incorporated or deemed to be incorporated therein by reference
            untrue in any material respect or that requires any revisions to the
            Registration Statement, prospectus or other documents so that, in
            the case of the Registration Statement or the prospectus, as the
            case may be, it will not contain any untrue statement of a material
            fact or omit to state any material fact required to be stated
            therein or necessary to make the statements therein, in the light of
            the circumstances under which they were made, not misleading.

      (d)   Use its reasonable best efforts to avoid the issuance of, or, if
            issued, obtain the withdrawal of, (i) any order suspending the
            effectiveness of the Registration Statement or (ii) any suspension
            of the qualification (or exemption from qualification) of any of the
            Registrable Securities for sale in any jurisdiction, at the earliest
            practicable moment.

      (e)   If requested by the Subscriber, (i) promptly incorporate in a
            prospectus supplement or post-effective amendment to the
            Registration Statement such information as the Company reasonably
            agrees should be included therein and (ii) make all required filings
            of such prospectus supplement or such post-effective amendment as
            soon as practicable after the Company has received notification of
            the matters to be incorporated in such prospectus supplement or
            post-effective amendment.

      (f)   Furnish to the Subscriber, without charge, at least one conformed
            copy of each Registration Statement and each amendment thereto,
            including financial statements and schedules, all documents
            incorporated or deemed to be incorporated therein by reference, and
            all exhibits to the extent requested by the Subscriber (including
            those previously furnished or incorporated by reference) promptly
            after the filing of such documents with the SEC.

      (g)   Promptly deliver to the Subscriber, without charge, as many copies
            of the prospectus or prospectuses (including each form of
            prospectus) and each amendment or supplement thereto as the
            Subscriber may reasonably request; and the Company hereby consents
            to the use of such prospectus and each amendment or supplement
            thereto by the Subscriber in connection with the offering and sale
            of the Registrable Securities covered by such prospectus and any
            amendment or supplement thereto.

      (h)   Prior to any public offering of the Registrable Securities, use its
            reasonable best efforts to register or qualify or cooperate with the
            Subscriber in connection with the registration or qualification (or
            exemption from such registration or qualification) of such
            Registrable Securities for offer and sale under the securities or
            Blue Sky laws of such jurisdictions within the United States as the
            Subscriber requests in writing, to keep each such registration or
            qualification (or exemption therefrom) effective during the
            Effectiveness Period and to use commercially reasonable efforts to
            enable the disposition in such jurisdictions of the Registrable
            Securities covered by a Registration Statement; provided, however,
            that the Company shall not be required to qualify generally to do
            business in any jurisdiction where it is not then so qualified or to
            take any action that would subject it to general service of process
            in any such jurisdiction where it is not then so subject or subject
            the Company to any material tax in any such jurisdiction where it is
            not then so subject.
<PAGE>
                                      -11-


      (i)   Cooperate with the Subscriber to facilitate the timely preparation
            and delivery of certificates representing Registrable Securities to
            be sold pursuant to a Registration Statement, which certificates
            shall be free of all restrictive legends (provided that the issuance
            of such unlegended certificates is in compliance with applicable
            securities laws), and to enable such Registrable Securities to be in
            such denominations and registered in such names as the Subscriber
            may request in writing at least two (2) business days prior to any
            sale of Registrable Securities.

      (j)   Upon the occurrence of any event contemplated by Section
            13.1(c)(vi), as promptly as possible, prepare a supplement or
            amendment, including a post-effective amendment, to the Registration
            Statement or a supplement to the related prospectus or any document
            incorporated or deemed to be incorporated therein by reference, and
            file any other required document so that, as thereafter delivered,
            neither the Registration Statement nor such prospectus will contain
            an untrue statement of a material fact or omit to state a material
            fact required to be stated therein or necessary to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading.

      (k)   Use its reasonable best efforts to cause all Registrable Securities
            relating to the Registration Statement to continue to be listed on
            the OTC Bulletin Board or any other securities exchange, quotation
            system or market, if any, on which similar securities issued by the
            Company are then listed or traded.

      (l)   Comply in all material respects with all applicable rules and
            regulations of the SEC and make generally available to its security
            holders earning statements satisfying the provisions of Section
            11(a) of the Securities Act and Rule 158 not later than 45 days
            after the end of any 12-month period (or 90 days after the end of
            any 12-month period if such period is a fiscal year) or such
            extended period as is permitted under the Securities Act commencing
            on the first day of the first fiscal quarter of the Company after
            the effective date of the Registration Statement, which statement
            shall conform to the requirements of Rule 158.

      (m)   The Company may require the Subscriber to furnish to the Company
            information regarding itself and the distribution of such
            Registrable Securities as is required by law to be disclosed in the
            Registration Statement, and the Company may exclude from such
            registration the Registrable Securities of the Subscriber if it
            unreasonably fails to furnish such information within a reasonable
            time after receiving such request.

      (n)   If the Registration Statement refers to the Subscriber by name or
            otherwise as the holder of any securities of the Company, then the
            Subscriber shall have the right to require (if such reference to the
            Subscriber by name or otherwise is not required by the Securities
            Act or any similar federal statute then in force) the deletion of
            the reference to such Holder in any amendment or supplement to the
            Registration Statement filed or prepared subsequent to the time that
            such reference ceases to be required.

      (o)   The Subscriber covenants and agrees that (i) it will not sell any
            Registrable Securities under the Registration Statement until it has
            received copies of the prospectus as then amended or supplemented as
            contemplated in Section 13.1(g) and notice from the Company that
            such Registration Statement and any post-effective amendments
            thereto have become effective as contemplated by Section 13.1(c) and
            (ii) it and its officers, directors or Affiliates, if any, will
            comply with the prospectus delivery requirements of the Securities
            Act as applicable to them in connection with sales of Registrable
            Securities pursuant to the Registration Statement.

      (p)   The Subscriber agrees by its acquisition of such Registrable
            Securities that, upon receipt of a notice from the Company of the
            occurrence of any event of the kind described in Section
            13.1(c)(ii), 13.1(c)(iii), 13.1(c)(iv), 13.1(c)(v), 13.1(c)(vi) or
            13.1(q), the Subscriber will forthwith discontinue disposition of
            such Registrable Securities under the Registration Statement until
            the Subscriber's receipt of the copies of the supplemented
            prospectus and/or amended Registration Statement contemplated by
            Section 13.1(j), or until it is advised in writing (the "Advice") by
            the Company that the use of the applicable prospectus may be
            resumed, and, in either case, has received copies of any additional
            or supplemental filings that are incorporated or deemed to be
            incorporated by reference in such prospectus or Registration
            Statement.
<PAGE>
                                      -12-


      (q)   If (i) there is material non-public information regarding the
            Company which the Company's Board of Directors (the "Board")
            reasonably determines not to be in the Company's best interest to
            disclose and which the Company is not otherwise required to
            disclose, or (ii) there is a significant business opportunity
            (including, but not limited to, the acquisition or disposition of
            assets (other than in the ordinary course of business) or any
            merger, consolidation, tender offer or other similar transaction)
            available to the Company which the Board reasonably determines not
            to be in the Company's best interest to disclose, then the Company
            may (x) postpone or suspend filing of a registration statement for a
            period not to exceed 30 consecutive days or (y) postpone or suspend
            effectiveness of a registration statement for a period not to exceed
            20 consecutive days; provided that the Company may not postpone or
            suspend effectiveness of a registration statement under this Section
            13.1(q) for more than 45 days in the aggregate during any 360 day
            period; provided, however, that no such postponement or suspension
            shall be permitted for consecutive 20 day periods arising out of the
            same set of facts, circumstances or transactions.

13.2  Registration Expenses.

      All fees and expenses incident to the performance of or compliance with
this Agreement by the Company, except as and to the extent specified in this
Section 13.2, shall be borne by the Company whether or not the Registration
Statement is filed or becomes effective and whether or not any Registrable
Securities are sold pursuant to the Registration Statement. The fees and
expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any
securities exchange or market on which Registrable Securities are required
hereunder to be listed, (B) with respect to filing fees required to be paid to
the National Association of Securities Dealers, Inc. and the NASD Regulation,
Inc. and (C) in compliance with state securities or Blue Sky laws (including,
without limitation, fees and disbursements of counsel for the Subscriber in
connection with Blue Sky qualifications of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment
under the laws of such jurisdictions as the Subscriber may designate)), (ii)
printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities and of printing prospectuses if the
printing of prospectuses is requested by the Subscriber), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other persons retained by the
Company in connection with the consummation of the transactions contemplated by
this Agreement, including, without limitation, the Company's independent public
accountants (including the expenses of any comfort letters or costs associated
with the delivery by independent public accountants of a comfort letter or
comfort letters). In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.

14.  Indemnification.

14.1 Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless the Subscriber, the
officers, directors, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to
perform under a margin call of Common Stock), investment advisors and employees
of the Subscriber, each person who controls the Subscriber (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, agents and employees of each such controlling person, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "Losses"),
as incurred, arising out of or relating to any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to
<PAGE>
                                      -13-


make the statements therein (in the case of any prospectus or form of prospectus
or supplement thereto, in the light of the circumstances under which they were
made) not misleading, except to the extent, but only to the extent, that (i)
such untrue statements or omissions are based solely upon information regarding
the Subscriber furnished in writing to the Company by or on behalf of the
Subscriber expressly for use therein, and (ii) that the foregoing indemnity
agreement is subject to the condition that, insofar as it relates to any untrue
statement, allegedly untrue statement, omission or alleged omission made in any
preliminary prospectus but eliminated or remedied in the final prospectus (filed
pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not
inure to the benefit of the Subscriber or any underwriter, broker or other
person acting on behalf of holders of the Registrable Securities, from whom the
person asserting any loss, claim, damage, liability or expense purchased the
Registrable Securities which are the subject thereof, if a copy of such final
prospectus had been made available to such person and the Subscriber or such
underwriter, broker or other person acting on behalf of the Subscriber and such
final prospectus was not delivered to such person with or prior to the written
confirmation of the sale of such Registrable Securities to such person. The
Company shall notify the Subscriber promptly of the claim, threat or assertion
of any proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.


14.2 Indemnification by Subscriber. The Subscriber shall, severally and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents and employees of such controlling persons, to the
fullest extent permitted by applicable law, from and against all Losses (as
determined by a court of competent jurisdiction in a final judgment not subject
to appeal or review), as incurred, arising solely out of or based solely upon
any untrue statement of a material fact contained in the Registration Statement,
any prospectus, or any form of prospectus, or arising solely out of or based
solely upon any omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under
which they were made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission is contained in any information so
furnished in writing by the Subscriber to the Company specifically for inclusion
in the Registration Statement or such prospectus. Notwithstanding anything to
the contrary contained herein, the Subscriber shall be liable under this Section
14.2 for only that amount as does not exceed the lesser of (i) the dollar amount
of the net proceeds received by the Subscriber upon the sale of the Registrable
Securities giving rise to such indemnification obligation and (ii) the aggregate
purchase price paid by the Subscriber for the Securities pursuant to this
Agreement.

14.3 Contribution. If a claim for indemnification under Section 14.1 or 14.2 is
unavailable to an indemnified party because of a failure or refusal of a
governmental authority to enforce such indemnification in accordance with its
terms (by reason of public policy or otherwise), then each indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses, in such
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other from
the offering of the Registrable Securities. If, but only if, the allocation
provided by the foregoing sentence is not permitted by applicable law, the
allocation of contribution shall be made in such proportion as is appropriate to
reflect not only the relative benefits referred to in the foregoing sentence but
also the relative fault, as applicable, of the indemnifying party and
indemnified party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include any
reasonable attorneys' or other reasonable fees or expenses incurred by such
party in connection with (i) any proceeding to the extent such party would have
been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms or (ii)
enforcing any rights under this Section 14. In no event shall the Subscriber be
required to contribute an amount under this Section 14.3 in excess of the net
proceeds received by the Subscriber upon sale of the Subscriber's Registrable
Securities pursuant to the Registration Statement giving rise to such
contribution obligation.
<PAGE>
                                      -14-


      The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 14.3 were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

      The indemnity and contribution agreements contained in this Section are
in addition to any liability that the indemnifying parties may have to the
indemnified parties. Notwithstanding anything to the contrary contained herein,
the Subscriber shall be liable under this Section 14.3 for only that amount as
does not exceed the net proceeds to the Subscriber as a result of the sale of
Registrable Securities pursuant to such Registration Statement.

15.   Rule 144.

      As long as the Subscriber owns any Registrable Securities, the Company
covenants to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Subscriber with true and complete copies of all
such filings. As long as the Subscriber owns any Registrable Securities, if the
Company is not required to file reports pursuant to Section 13(a) or 15(d) of
the Exchange Act, it will prepare and furnish to the Subscriber and make
publicly available in accordance with Rule 144(c) promulgated under the
Securities Act annual and quarterly financial statements, together with a
discussion and analysis of such financial statements in form and substance
substantially similar to those that would otherwise be required to be included
in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as
any other information required thereby, in the time period that such filings
would have been required to have been made under the Exchange Act. The Company
further covenants that it will take such further action as the Subscriber may
reasonably request in writing, all to the extent required from time to time to
enable the Subscriber to sell the Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act, including providing any legal
opinions relating to such sale pursuant to Rule 144.

16.   Governing Law

16.1  This Subscription Agreement is governed by the laws of the State of Nevada
and the federal laws of the United States applicable therein.

17.   Survival

17.1  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 Securities by the
Subscriber pursuant hereto.

18.   Assignment

18.1  This Subscription Agreement is not transferable or assignable.

19.   Severability

19.1  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.

20.   Entire Agreement

20.1  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 Securities 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.

<PAGE>
                                      -15-


21. Notices

21.1  All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Subscriber shall be directed to the
address on the signature page of this Subscription Agreement and notices to the
Company shall be directed to it at Logicom, Inc., Suite 600 - 625 Howe Street,
Vancouver, BC Canada V6C 2T6, Attention: President.

22. Counterparts and Electronic Means

22.1 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 Subscription 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 Subscription Agreement as of the
date hereinafter set forth.

23.      Delivery Instructions

23.1     The Subscriber hereby directs the Company to deliver the Share
Certificates and the Warrant Certificates to:

         -----------------------------------------------------------------------
         (name)

         -----------------------------------------------------------------------
         (address)

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

         -----------------------------------------------------------------------
         (name)

         -----------------------------------------------------------------------
         (address)

23.3     The undersigned hereby acknowledges that it will deliver to the Company
all such additional completed forms in respect of the Subscriber's purchase of
the Securities as may be required for filing with the appropriate securities
commissions and regulatory authorities.

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


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


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


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


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


                       ---------------------------------------------------------
                       (Country of Subscriber)

<PAGE>
                                      -16-


                               A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Units is hereby
accepted by Logicom, Inc.

DATED at Vancouver, British Columbia, Canada, the 20th day of March, 2006.

LOGICOM, INC.


Per:
         --------------------------------------------
         Authorized Signatory