<PAGE>
                                                                    Exhibit 4.27

                             SUBSCRIPTION FOR UNITS
                             (BC, AB, ON, QUE, USA)


TO:         SPECTRUM SIGNAL PROCESSING INC.
            One Spectrum Court
            200-2700 Production Way
            Burnaby, British Columbia
            V5A 4X1

AND TO:     GMP SECURITIES LTD.
            GRIFFITHS MCBURNEY & PARTNERS CORP.

            DLOUHY MERCHANT GROUP INC.


The undersigned subscriber (the "SUBSCRIBER") hereby irrevocably subscribes for
and agrees to purchase ___________ units ("UNITS") of Spectrum Signal Processing
Inc. (the "CORPORATION"), each Unit consisting of one common share (a "COMMON
SHARE") and one-half of a common share purchase warrant (a "WARRANT") of the
Corporation, for an aggregate subscription price of $_________________,
representing a subscription price of $1.35 per Unit, on the terms and conditions
set out in paragraphs 1 through 26 attached. This subscription is subject to
acceptance by the Corporation and, subject to paragraph 2, may be accepted as to
the number of Units subscribed for above or such lesser number as may be
determined by the Corporation in its discretion.

DATED at ________________________, in the Province/State of
______________________ this _____ day of March, 2004.


<TABLE>

<S>                                                             <C>
------------------------------------------------------------    -----------------------------------------------------

------------------------------------------------------------    -----------------------------------------------------
(Name of Subscriber - please print)                             (Subscriber's Address including Province/State)

By:
         ---------------------------------------------------    -----------------------------------------------------
         Authorized Signature

------------------------------------------------------------    -----------------------------------------------------
(Official Capacity or title - please print)
                                                                (   )
------------------------------------------------------------    -----------------------------------------------------
(Please print name of individual whose signature appears        Telephone Number
above if different than the name of the subscriber printed
above)

                                                                -----------------------------------------------------
                                                                Email Address

Number and kind of securities of the Corporation directly or
indirectly held, if any:
                                                                -----------------------------------------------------
State whether Subscriber is an insider of the Corporation:      Yes [ ]
                                                                No: [ ]

REGISTRATION INSTRUCTIONS:                                      DELIVERY INSTRUCTIONS:
--------------------------                                      ----------------------


------------------------------------------------------------    -----------------------------------------------------
Name                                                            Name

------------------------------------------------------------    -----------------------------------------------------
Account reference, if applicable                                Account reference, if applicable

------------------------------------------------------------    -----------------------------------------------------
Address                                                         Address

</TABLE>

<PAGE>

<TABLE>

<S>                          <C>

NOTE TO SUBSCRIBER:


YOU MUST:           (1)      READ THE SUBSCRIPTION AND COMPLETE PAGE ONE OF THIS SUBSCRIPTION;
                    (2)      READ AND COMPLETE SCHEDULE A IF YOU LIVE IN OR ARE OTHERWISE SUBJECT TO THE SECURITIES
                             LAWS OF ONTARIO, QUEBEC, ALBERTA OR BRITISH COLUMBIA;
                    (3)      IF YOU ARE SUBSCRIBING AS AN "ACCREDITED INVESTOR", READ AND COMPLETE ANNEX I TO SCHEDULE A IF
                             YOU LIVE IN OR ARE OTHERWISE SUBJECT TO THE SECURITIES LAWS OF ONTARIO, AND ANNEX II TO SCHEDULE A
                             IF YOU LIVE IN OR ARE OTHERWISE SUBJECT TO THE SECURITIES LAWS OF BRITISH COLUMBIA OR ALBERTA;
                    (4)      IF THE SUBSCRIBER IS AN INDIVIDUAL TO WHOM SECTION (b)(i)(D)(IV), (V) OR (VII) OF
                             SCHEDULE A APPLIES, READ AND COMPLETE SCHEDULE B;
                    (5)      READ AND COMPLETE SCHEDULE C IF THE SUBSCRIBER LIVES IN, OR OTHERWISE IS SUBJECT TO THE
                             SECURITIES LAWS OF, THE UNITED STATES OF AMERICA; AND/OR
                    (6)      READ AND COMPLETE SCHEDULE D.
</TABLE>


Please return all completed pages by facsimile with the full original by courier
to the following address by no later than March 19, 2004:

                               GMP Securities Ltd.
                             Attn: Joanne Stansfield
                              145 King Street West
                            Toronto, Ontario, M5H 1J8
                               Fax: (416) 943-6160



<PAGE>


1.       Private Placement; Terms of Units: The Subscriber acknowledges (on its
         own behalf and, if applicable, on behalf of each person on whose behalf
         the Subscriber is contracting) that the Units will be issued in
         connection with the issue and sale of up to 2,102,780 Units by the
         Corporation on a private placement basis (the "OFFERING") pursuant to
         an agency agreement (the "AGENCY AGREEMENT") to be dated the Closing
         Date (as defined in paragraph 6 hereof) between the Corporation, GMP
         Securities Ltd. ("GMP") and Dlouhy Merchant Group Inc. ("DLOUHY"). Each
         Unit consists of one Common Share and one-half of a Warrant. The
         Warrants shall be issued pursuant to an indenture (the "WARRANT
         INDENTURE") to be entered into at or prior to the Closing (as
         hereinafter defined) between the Corporation and Computershare Trust
         Company of Canada (the "WARRANT AGENT"). Each whole Warrant entitles
         the holder thereof to acquire one additional Common Share for $1.50 for
         a period of eighteen months from the Closing Date. By its acceptance of
         this offer, the Corporation covenants, agrees and confirms that the
         Subscriber will have the benefit of all of the representations,
         warranties, covenants and conditions provided to or for the benefit of
         the Subscriber under the Agency Agreement.

         The Subscriber acknowledges and agrees that the rights of the holders
         of Warrants may be modified under the and Warrant Indenture pursuant to
         an extraordinary resolution approved either (i) by the holders of
         Warrants that attend or are represented at a duly convened meeting of
         the holders of Warrants representing not less than 66 2/3 percent of
         the aggregate number of all Warrants then outstanding or (ii) by
         written consent of the holders of Warrants representing not less than
         66 2/3 percent of the aggregate number of all Warrants then
         outstanding.

         GMP and Dlouhy are collectively referred to herein as the "AGENTS".
         Pursuant to the terms of the Agency Agreement, the Agents shall be
         entitled to receive as compensation for the sale of Units to
         Subscribers other than Ventures West 7 Limited Partnership, Ventures
         West 7 U.S. Limited Partnership and directors, officers and employees
         of the Corporation a cash commission equal to seven and a half percent
         (7.50%) of the subscription price paid for by such Subscribers. The
         Agents shall be entitled to receive as cash compensation for the sale
         of Units or Common Shares to Ventures West 7 Limited Partnership,
         Ventures West 7 U.S. Limited Partnership and directors, officers and
         employees of the Corporation a cash commission equal to three and
         three-quarters percent (3.75%) of the subscription price paid for by
         such Subscribers. In addition, the Agents are entitled to receive
         compensation warrants exercisable for a period of one year from the
         Closing Date to acquire that number of Units equal to four and a half
         percent (4.5%) of the Units subscribed for by all Subscribers (the
         "COMPENSATION WARRANTS"), with an exercise price of $1.50 per
         Compensation Warrant.

2.       Subscription for Units: The Subscriber hereby confirms (on its own
         behalf and, if applicable, on behalf of each person on whose behalf the
         Subscriber is contracting) its subscription for and agrees to take up
         the Units as provided for on the initial page of this Subscription
         Agreement and acknowledges that this subscription is subject to
         acceptance by the Corporation and to the fulfilment of certain other
         terms and conditions by the Subscriber. The Corporation will not accept
         this subscription unless the Subscriber has confirmed to the
         Corporation that the representations, warranties and covenants set out
         in paragraph 4 and

                  (i)      Schedule A if the Subscriber or the person on whose
                           behalf the Subscriber is contracting, lives in or is
                           otherwise subject to the securities laws of Ontario,
                           Quebec, British Columbia or Alberta; or

                  (ii)     Schedule C if the subscriber, or the person on whose
                           behalf the Subscriber is contracting, lives in or is
                           otherwise subject to the securities laws of the
                           United States of America;

         shall be true in respect of the purchase by the Subscriber of the
         purchased Units following such acceptance.

3.       Representations, Warranties and Covenants of Subscriber relating to
         Availability of Prospectus Exemptions: By executing this Subscription
         Agreement, the Subscriber (on its own behalf and, if applicable, on
         behalf of each person on whose behalf the Subscriber is contracting)
         makes the representations, warranties and covenants set out in

<PAGE>

                  (i)      Schedule A if the Subscriber or the person on whose
                           behalf the Subscriber is contracting, lives in or is
                           otherwise subject to the securities laws of Ontario,
                           Quebec, British Columbia or Alberta; or

                  (ii)     Schedule C if the subscriber, or the person on whose
                           behalf the Subscriber is contracting, lives in or is
                           otherwise subject to the securities laws of the
                           United States of America;

         to the Corporation (which representations, warranties and covenants
         shall survive the closing of the purchase of the Units) and
         acknowledges that the Corporation, the Agents and their respective
         counsel are relying thereon.

4.       Additional Representations, Warranties and Covenants of Subscriber: By
         executing this Subscription Agreement, the Subscriber further
         represents, warrants and covenants (on its own behalf and, if
         applicable, on behalf of each person on whose behalf the Subscriber is
         contracting) to the Corporation (which representations, warranties and
         covenants shall survive the closing of the purchase of the Units) and
         acknowledges that the Corporation, the Agents and their respective
         counsel are relying thereon that:

         (a)      the Subscriber has been independently advised as to and is
                  aware that applicable securities legislation may impose
                  restrictions on the resale of the Units and is aware of the
                  risks in purchasing and the other characteristics of the Units
                  and of the fact that the Subscriber may not be able to resell
                  the Units except in accordance with applicable securities
                  legislation and regulatory policy until expiry of the
                  applicable restricted period and compliance with other
                  requirements of applicable law;

         (b)      the certificates representing the Units will bear a legend
                  regarding restrictions on transfer which may apply under
                  applicable securities legislation;

         (c)      the Subscriber acknowledges and understands that (i) it has
                  been advised to, and should, consult its own legal advisors
                  with respect to applicable restrictions on the resale of the
                  Units purchased by the Subscriber, and (ii) it is solely
                  responsible (and the Corporation is not in any manner
                  responsible) for compliance with such restrictions, and (iii)
                  it will comply with such restrictions;

         (d)      the Subscriber is capable of assessing the proposed investment
                  as a result of its financial and investment experience or as a
                  result of advice received from a registered person other than
                  the Corporation or any affiliates thereof and is able to bear
                  the economic loss of its investment;

         (e)      the Subscriber acknowledges that it has been encouraged to
                  obtain independent legal, investment and tax advice with
                  respect to its subscription of Units and accordingly has had
                  the opportunity to acquire an understanding of the meanings of
                  all the terms contained herein relevant to the Subscriber for
                  the purposed of giving representations, warranties and
                  covenants under this Subscription Agreement and the
                  transactions contemplated hereunder;

         (f)      the Subscriber, in connection with this offering of Units, has
                  not received, nor has it requested, nor does it have any need
                  to receive, any offering memorandum or similar document
                  describing the business and affairs of the Corporation which
                  has been or appears or purports to have been prepared
                  primarily for delivery to, and review by, prospective
                  subscribers in order to assist them in making an investment
                  decision in respect of the Units;

         (g)      insofar as the Subscriber is aware, the offering of Units is
                  not being accompanied by any advertisement in the printed
                  media or on radio or television or by other means of
                  telecommunication including electronic display such as the
                  Internet or any other form of advertisement or general
                  solicitation with respect to the distribution;

         (h)      except for the representations and warranties to be made by
                  the Corporation to the Agents in the Agency Agreement, the
                  Subscriber has relied only upon the publicly available
                  information relating

<PAGE>

                  to the Corporation and not upon any verbal representation as
                  to fact, or upon any written representations, warranties or
                  covenants otherwise made by or on behalf of the Corporation,
                  such publicly available information having been independently
                  obtained by the Subscriber, and agrees that the Agent and the
                  Agents' counsel assume no responsibility or liability of any
                  nature whatsoever for the accuracy, adequacy or completeness
                  of publicly available information or as to whether all
                  information concerning the Corporation required to be
                  disclosed by the Corporation has been generally disclosed by
                  the Corporation and acknowledges that the Corporation's
                  counsel and the Agents' counsel are acting as counsel to the
                  Corporation and the Agents respectively, and not as counsel to
                  the Subscriber;

         (i)      the Subscriber and any beneficial purchaser for whom the
                  Subscriber is acting as agent or trustee (a "BENEFICIAL
                  SUBSCRIBER") are resident in the province or state set out in
                  the "Subscriber's Address" on page one hereof, and the
                  purchase by and sale to the Subscriber of the Units, and any
                  act, solicitation, conduct or negotiation directly or
                  indirectly in furtherance of such purchase and sale (whether
                  with or with respect to the Subscriber or any beneficial
                  Subscriber) has occurred only in such province or state;

         (j)      this Subscription Agreement has been duly and validly executed
                  and delivered by the Subscriber, and, if the Subscriber is not
                  an individual, has been duly authorized by the Subscriber,
                  and, upon acceptance by the Corporation, this Subscription
                  Agreement will constitute a legal, valid and binding contract
                  of the Subscriber enforceable against the Subscriber, and any
                  beneficial Subscribers on whose behalf the Subscriber is
                  acting, in accordance with its terms;

         (k)      if an individual, the Subscriber has attained the age of
                  majority and is legally competent to execute this Subscription
                  Agreement and to take all actions required pursuant hereto;

         (l)      no person has made any written or oral representation (i) that
                  any person will resell or repurchase the Units; (ii) that any
                  person will refund the purchase price of the Units; and (iii)
                  as to future price or value of the Units;

         (m)      if the Subscriber is not purchasing as principal and is acting
                  as agent or trustee for a beneficial Subscriber, the
                  Subscriber represents and warrants that it is duly authorized
                  to enter into this Subscription Agreement for and on behalf of
                  such beneficial Subscriber and to execute all documentation in
                  connection with the purchase of the Units on behalf of such
                  beneficial Subscriber and acknowledges that the Corporation
                  may be required by law to disclose to certain regulatory
                  authorities the identity of each beneficial Subscriber of
                  Units for whom it may be acting;

         (n)      if required by applicable securities legislation or stock
                  exchange rules, the Subscriber will, with respect to this
                  Subscription Agreement, execute, deliver and file or assist
                  the Corporation in obtaining and filing such reports,
                  undertakings and other documents relating to the purchase of
                  the Units by the Subscriber as may be required by any
                  securities commission, stock exchange or other regulatory
                  authority including, without limitation, any applicable form
                  referred to in paragraph 7 of this Agreement;

         (o)      none of the funds the Subscriber is using to purchase the
                  Units are, to the knowledge of the Subscriber, proceeds
                  obtained or derived, directly or indirectly, as a result of
                  illegal activities;

         (p)      if the Subscriber has not completed Schedule C, the Subscriber
                  is not a U.S. Person or a person within the United States (as
                  such terms are defined in Rule 902 of Regulation S under the
                  United States Securities Act of 1933, as amended, (the "1933
                  ACT")) and it is not acquiring the Units for the account or
                  benefit of a U.S. Person or a person within the United States,
                  the Units were not offered to the Subscriber in the United
                  States and this Subscription Agreement has not been signed in
                  the United States, the Subscriber acknowledges that the Units
                  have not been and will not be registered under the 1933 Act or
                  the securities laws of any state and that these securities may
                  not

<PAGE>

                  be offered or sold in the United States without registration
                  under the 1933 Act or compliance with requirements of an
                  exemption from registration under the 1933 Act;

         (q)      the Subscriber covenants that if the Subscriber decides to
                  offer, sell or otherwise transfer, pledge or hypothecate all
                  or any part of the Units, the Subscriber will not offer, sell
                  or otherwise transfer, pledge or hypothecate any of such Units
                  (other than pursuant to an effective registration statement
                  under the 1933 Act) directly or indirectly to a U.S. Person or
                  a person within the United States unless such offer and sale
                  or other disposition is part of a transaction that does not
                  require registration under the 1933 Act or any applicable
                  United States state laws, rules and regulations governing the
                  offer and sale of securities, and it has theretofore furnished
                  to the Corporation an opinion to that effect of counsel of
                  recognized standing reasonably satisfactory to the
                  Corporation; and

         (r)      the Subscriber covenants to indemnify the Corporation and the
                  Agents against all losses, claims, costs, expenses and damages
                  or liability which it may suffer or incur, caused or arising
                  from reliance upon the representations, warranties,
                  acknowledgements and covenants of the Subscriber contained
                  herein and the Subscriber further agrees that by accepting the
                  Units, the Subscriber shall be representing and warranting
                  that such representations, warranties, acknowledgements and
                  covenants are true as at the Closing Date with the same force
                  and effect as if they had been made by the Subscriber at the
                  Closing Date and that they shall survive the purchase by the
                  Subscriber of the Units and shall continue in full force and
                  effect notwithstanding any subsequent disposition by the
                  Subscriber of any of the Units.

5.       Authorization of GMP: The Subscriber irrevocably authorizes GMP, in its
         discretion, to act as the Subscriber's representative at the Closing
         (as defined below), and hereby appoints GMP, with full power of
         substitution, as its true and lawful attorney with full power and
         authority in the Subscriber's place and stead: (a) to receive
         certificates representing the Units, to execute in the Subscriber's
         name and on its behalf all closing receipts and required documents, to
         complete and correct any errors or omissions in any form or document
         provided by the Subscriber in connection with the subscription for the
         Units and to exercise any rights of termination contained in the Agency
         Agreement; (b) to extend such time periods and to waive, in whole or in
         part, any representations, warranties, covenants or conditions for the
         Subscriber's benefit contained in this Subscription Agreement, and the
         Agency Agreement or any ancillary or related document; (c) to terminate
         this Subscription Agreement if any condition precedent is not
         satisfied, in such manner and on such terms and conditions as GMP in
         its sole discretion may determine; and (d) without limiting the
         generality of the foregoing, to negotiate, settle, execute, deliver and
         amend the Agency Agreement.

6.       Closing: The sale of the Units (the "CLOSING") will be completed at the
         Vancouver offices of the Corporation's counsel at 8:00 a.m. (Vancouver
         time) or such other time as the Corporation may determine (the "CLOSING
         TIME") on March 23, 2004, or such other date or dates as the
         Corporation may determine (the "CLOSING DATE"). The Offering is
         conditional upon the Corporation obtaining conditional approval from
         the Toronto Stock Exchange and the Nasdaq Small Cap Market for the
         Offering.

7.       Delivery of Documentation and Payment of Subscription Price: In order
         to subscribe for the Units indicated in this Subscription Agreement,
         the Subscriber shall deliver to GMP no later than 4:00 p.m. local time
         at 145 King Street West, Suite 1100, Toronto, Ontario, M5H 1J8, Fax
         (416) 943-6160 Attention: Joanne Stansfield on March 19, 2004, or on
         such date that is two business days before the Closing Date in the
         event that the closing date is changed in accordance with paragraph 6
         above:

         (a)      if the Subscriber, or the person on whose behalf the
                  Subscriber is contracting, lives in or is otherwise subject to
                  the securities laws of Ontario, Quebec, British Columbia or
                  Alberta:

                  (i)      this completed and duly executed Subscription
                           Agreement including the applicable Annexes to
                           Schedule A hereto;

                  (ii)     such other documents as may be required pursuant to
                           Schedule A hereto;


<PAGE>

                  (iii)    where the Subscriber is an individual to whom section
                           (b)(D)(IV), (V) or (VII) of Schedule A applies,
                           Schedule B hereto; and

                  (iv)     Schedule D hereto; or

         (b)      if the Subscriber, or the person on whose behalf the
                  Subscriber is contracting, lives in or is otherwise subject to
                  the securities laws of the United States of America:

                  (i)      this completed and duly executed Subscription
                           Agreement;

                  (ii)     Schedule C hereto;

                  (iii)    such other documents as may be required pursuant to
                           Schedule C hereto; and

                  (iv)     Schedule D hereto.

         The Subscriber shall deliver to GMP before the Closing Time a certified
         cheque or bank draft payable to GMP, for the aggregate subscription
         price of the Units subscribed for hereby unless alternative
         arrangements satisfactory to GMP for payment of the aggregate
         subscription price have been made.

8.       Accuracy: The Subscriber acknowledges that it has carefully read this
         Subscription Agreement, and each of the representations and warranties
         set forth herein will be true and correct both as of the time of
         execution of this Subscription Agreement and as of the date of
         acceptance hereof (if accepted) by the Corporation and as of the time
         of issuance of the Units subscribed for.

9.       Representations, Warranties and Covenants of the Corporation: The
         Corporation represents and warrants to the Subscriber, and acknowledges
         that the Subscriber is relying upon such representations and
         warranties, that:

         (a)      the Corporation has the full corporate power and authority to
                  execute and deliver this Subscription Agreement and to issue
                  the Units;

         (b)      this Subscription Agreement constitutes a binding obligation
                  of the Corporation enforceable in accordance with its terms;

         (c)      the execution and delivery of, and the performance of the
                  terms of, this Subscription Agreement by the Corporation,
                  including the issue of the Units pursuant hereto does not and
                  will not constitute a breach of or default under the
                  constating documents of the Corporation or any law,
                  regulation, order or ruling applicable to the Corporation or
                  any agreement, contract or indenture to which the Corporation
                  is a party or by which it is bound;

10.      Survival of Representations, etc.: The representations, warranties and
         covenants of the Subscriber herein are made by the Subscriber with the
         knowledge and intent that they are being and will be relied upon by the
         Corporation and the Agents in connection with the transactions
         contemplated hereby, including for purposes of determining the
         suitability of the Subscriber as a purchaser of Units and the
         availability of prospectus exemptions in connection with the offering
         and sale to the Subscriber or the beneficial Subscriber, as the case
         may be, of the Units, and the Subscriber hereby agrees to indemnify the
         Corporation and the Agents and each of their directors, officers,
         employees, agents and control persons against all losses, claims,
         costs, expenses, damages and liabilities which any of them may suffer
         or incur caused or arising from any inaccuracy therein or breach
         thereof. The Subscriber hereby undertakes to notify the Corporation (at
         the address of the Corporation set forth above) immediately of any
         change in any representation, warranty or covenant set forth herein or
         any other information set forth herein relating to the Subscriber that
         arises prior to the Closing Time. The representations, warranties and
         covenants contained herein shall survive the closing of the
         transactions contemplated hereby.


<PAGE>

11.      Headings: The division of this Subscription Agreement into paragraphs
         and the insertion of headings are for convenience of reference only and
         shall not effect the construction or interpretation of this
         Subscription Agreement. The terms "HEREOF", "HEREUNDER" and similar
         expressions refer to this Subscription Agreement and not to any
         particular paragraph or any portion hereof and include any agreement
         supplemental hereto. Unless something in the subject matter or context
         is inconsistent therewith, references hereinto paragraphs and
         subparagraphs are to paragraphs and subparagraphs of this Subscription
         Agreement.

12.      Extended Meanings: In this Subscription Agreement words importing the
         singular number only include the plural and vice versa, words importing
         any gender include all genders and words importing persons include
         individuals, partnerships, associations, trusts, unincorporated
         associations and corporations.

13.      Costs and Expenses: All costs and expenses (including, without
         limitation, the fees and disbursements of legal counsel) incurred in
         connection with this Subscription Agreement and the transactions herein
         contemplated shall be paid and borne by the party incurring such costs
         and expenses.

14.      Counterparts: This Subscription Agreement may be executed in two or
         more counterparts, each of which shall be deemed to be an original and
         all of which together shall constitute one and the same Subscription
         Agreement. Counterparts may be executed either in original or faxed
         form and the parties adopt any signature received by a receiving fax
         machine as original signatures of the parties.

15.      Currency: Unless otherwise indicated, all references to currency herein
         are to lawful money of Canada.

16.      Schedules: The schedules attached hereto are incorporated by reference
         and deemed to be part hereof.

17.      Further Assurances: Each of the parties hereto will from time to time
         execute and deliver all such further documents and instruments and do
         all acts and things as the other party may, either before or after the
         closing of the transactions contemplated hereby, reasonably require to
         effectively carry out or better evidence or perfect the full intent and
         meaning of this Subscription Agreement.

18.      Time of the Essence: Time shall be of the essence of this Subscription
         Agreement.

19.      Benefit of the Agreement: This Subscription Agreement will enure to the
         benefit of and be binding upon the respective heirs, executors,
         administrators, successors and permitted assigns of the parties hereto.

20.      Entire Agreement: This Subscription Agreement constitutes the entire
         agreement between the parties hereto with respect to the subject matter
         hereof and cancels and supersedes any prior understandings and
         agreements between the parties with respect thereto. There are no
         representations, warranties, terms, conditions, undertakings or
         collateral agreements, expressed, implied or statutory, between the
         parties hereto other than as expressly set forth in this Subscription
         Agreement.

21.      Amendments and Waivers: No amendment to this Subscription Agreement
         will be valid or binding unless set forth in writing and duly executed
         by the parties hereto. No waiver of any breach of any provision of this
         Subscription Agreement will be effective or binding unless made in
         writing and signed by the party purporting to give the same and, unless
         otherwise provided, will be limited to the specific breach waived.

22.      Assignment: The terms of this Subscription Agreement shall be binding
         upon and enure to the benefit of the Subscriber and its respective
         heirs, executors, administrators, successors and assigns, provided
         that, except for the assignment by the Subscriber who is acting as
         nominee or agent to the beneficial owner and as otherwise herein
         provided, this Subscription Agreement may not be assigned by either
         party without the prior written consent of the other party.

23.      Governing Law: This Subscription Agreement is governed by and shall be
         construed in accordance with the laws of the Province of British
         Columbia and the laws of Canada applicable therein.

<PAGE>

24.      Attornment: For the purpose of all legal proceedings this Subscription
         Agreement will be deemed to have been performed in British Columbia and
         the Courts of British Columbia will have jurisdiction to entertain any
         action arising under this Subscription Agreement. The parties hereto
         each hereby attorns to the jurisdiction of the Courts of British
         Columbia.

25.      Facsimiled Subscription Agreements: The Corporation shall be entitled
         to rely on delivery by facsimile of an executed copy of this
         Subscription Agreement, and acceptance by the Corporation of such
         facsimile copy shall be legally effective to create a valid and binding
         agreement between the Subscriber and the Corporation in accordance with
         the terms hereof.

26.      Language: The parties hereby request that this Subscription Agreement
         and any related documents be drafted only in the English language. Les
         parties demandent par les presentes que la presente souscription ainsi
         que tous les documents y afferents soient rediges en langue anglaise
         seulement.

                                   ACCEPTANCE

The undersigned hereby accepts the above subscription as of this 23 day of
March, 2004.


                                               SPECTRUM SIGNAL PROCESSING INC.



                                               By: "Brent Flichel"
                                                   -----------------------------
                                                   Signature /s/BRENT FLICHEL
                                                   Name: BRENT FLICHEL
                                                         Chief Financial Officer



<PAGE>


NOTE TO SUBSCRIBER:

<TABLE>

<S>                 <C>      <C>
YOU MUST:           (1)      READ THE SUBSCRIPTION AND COMPLETE PAGE ONE OF THIS SUBSCRIPTION;
                    (2)      READ AND COMPLETE SCHEDULE A IF YOU LIVE IN OR ARE OTHERWISE SUBJECT TO THE SECURITIES
                             LAWS OF ONTARIO, QUEBEC, ALBERTA OR BRITISH COLUMBIA;
                    (3)      IF YOU ARE SUBSCRIBING AS AN "ACCREDITED INVESTOR", READ AND COMPLETE ANNEX I TO SCHEDULE A IF
                             YOU LIVE IN OR ARE OTHERWISE SUBJECT TO THE SECURITIES LAWS OF ONTARIO, AND ANNEX II TO SCHEDULE A
                             IF YOU LIVE IN OR ARE OTHERWISE SUBJECT TO THE SECURITIES LAWS OF BRITISH COLUMBIA OR ALBERTA;
                    (4)      IF THE SUBSCRIBER IS AN INDIVIDUAL TO WHOM SECTION (b)(i)(D)(IV), (V) OR (VII) OF
                             SCHEDULE A APPLIES, READ AND COMPLETE SCHEDULE B;
                    (5)      READ AND COMPLETE SCHEDULE C IF THE SUBSCRIBER LIVES IN, OR OTHERWISE IS SUBJECT TO THE
                             SECURITIES LAWS OF, THE UNITED STATES OF AMERICA; AND/OR
                    (6)      READ AND COMPLETE SCHEDULE D.
</TABLE>






<PAGE>


                                   SCHEDULE A

      SUBSCRIBER QUALIFICATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS

         By executing this Subscription Agreement, the Subscriber represents,
warrants and covenants (on its own behalf, or if applicable on behalf of those
for whom the Subscriber is contracting hereunder) to and in favour of the
Corporation (which representations, warranties and covenants shall survive the
closing of the purchase of the Units) and acknowledges that the Corporation, the
Agents and their respective counsel are relying thereon that:

         (a)      either (i) the Subscriber is purchasing the Units as principal
                  for its own account and 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 Subscriber complies with such
                  of the subparagraphs in paragraph (b) below as are applicable
                  to it by virtue of the place of residence or by virtue of it
                  being subject to the applicable securities legislation of such
                  province; or (ii) if the Subscriber is acting as agent or
                  trustee for one or more beneficial Subscribers whose identity
                  is disclosed or undisclosed or identified by account number
                  only, each beneficial Subscriber is purchasing as principal
                  for its own account and 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 each beneficial Subscriber
                  complies with such of the subparagraphs in paragraph (b) below
                  as are applicable to it by virtue of its place of residence or
                  by virtue of it being subject to the applicable securities
                  legislation of such province; or (iii) the Subscriber complies
                  with such of the subparagraphs in paragraph (b) below as are
                  applicable to it by virtue of its place of residence or by
                  virtue of it being subject to the applicable securities
                  legislation of such province and is deemed to be purchasing as
                  principal pursuant to applicable securities legislation and
                  regulatory policy by virtue of the fact that the Subscriber is
                  a resident of or otherwise subject to the securities
                  legislation of:

                  (A)      British Columbia, and it is (I) a trust company or
                           extra-provincial trust corporation authorized under
                           the Financial Institutions Act (British Columbia) to
                           carry on trust business or deposit business or both,
                           or an insurance company or extra-provincial insurance
                           corporation authorized to carry on insurance business
                           under the Financial Institutions Act (British
                           Columbia), or a portfolio manager that is registered
                           as a portfolio manager under the Securities Act
                           (British Columbia), and in each case is purchasing as
                           an agent or trustee for accounts that are fully
                           managed by it; or (II) a trust company authorized
                           under the laws of a province or territory of Canada
                           other than British Columbia to carry on business in
                           that province or territory or an insurance company
                           authorized under the laws of a province or territory
                           of Canada other than British Columbia to carry on
                           business in that province or territory, or a
                           portfolio manager exempt from registration under the
                           Securities Act (British Columbia) or registered or
                           exempt from registration in a province or territory
                           of Canada other than British Columbia, and in each
                           case is purchasing Units that have an aggregate
                           acquisition cost of not less than $97,000 as an agent
                           or trustee for accounts that are fully managed by it;
                           provided that, as used herein, an account is "fully
                           managed" by a person only if the person makes the
                           investment decisions for the account and has full
                           discretion to purchase or sell securities for the
                           account without requiring the client's express
                           consent to a transaction; or

                  (B)      Alberta, and it is trading for accounts fully managed
                           by it and it is (I) a trust company or trust
                           corporation trading as a trustee or agent on behalf
                           of a fully managed account; or (II) a portfolio
                           manager trading as agent on behalf of a fully managed
                           account; or (III) a person or company trading as
                           agent on behalf of a fully managed account that,
                           except for an exemption under the Securities Act
                           (Alberta) or the regulations thereunder, is required
                           to be registered as a portfolio manager; or

                  (C)      Quebec, and it is a trust company licensed under the
                           Trust Companies and Savings Companies Act (Quebec),
                           an insurance company holding a license under the Act
                           respecting insurance (Quebec) or a dealer or adviser
                           appropriately registered under the

<PAGE>

                           Securities Act (Quebec) and is purchasing the Units
                           as trustee or as agent for the portfolio of a third
                           person managed solely by the Subscriber;

(b)      the offering and sale of the Units to the Subscriber or beneficial
         Subscriber is exempt from the prospectus requirements of applicable
         securities legislation by virtue of the fact that the Subscriber or
         beneficial Subscriber, as the case may be, is a resident of or
         otherwise subject to the securities legislation of:

         (i)      British Columbia, and:

                  (A)      it is designated as an exempt Subscriber in an order
                           that the executive director made for the purposes of
                           paragraph 74(2)(3) of the Securities Act (British
                           Columbia); or

                  (B)      if it is an individual, the aggregate acquisition
                           cost of the Units to it is not less than $97,000; and
                           if it is a corporation, partnership, trust, fund,
                           association or any other organized group of persons,
                           it has not been created solely, or used primarily, to
                           permit the group of individuals to purchase the Units
                           without a prospectus unless each of the individuals
                           is purchasing Units having an aggregate acquisition
                           cost of at least $97,000 to each individual; or

                  (C)      it is an "accredited investor" as defined in
                           Multilateral Instrument 45-103 - Capital Raising
                           Exemptions such that one or more of the categories
                           set forth in Annex II to this Schedule A correctly
                           and in all respects describes the Subscriber, and the
                           Subscriber has so indicated by checking the box
                           opposite each category on such Annex II which so
                           describes it or the beneficial Subscriber, as
                           applicable, and the Subscriber acknowledges that by
                           signing this Agreement it is certifying that the
                           statements made by checking the appropriate
                           accredited investor categories are true and correct;
                           or

                  (D)      it is one of the following and has so indicated by
                           initialling the applicable paragraph:

<TABLE>

<S>                                     <C>      <C>

                           __________   (I)      a director, senior officer or control person of the Corporation, or of an
                                                 affiliate of the Corporation;

                           __________   (II)     a spouse, parent, grandparent, brother, sister or child of a director,
                                                 senior officer or control person of the Corporation, or of an affiliate of
                                                 the Corporation;

                           __________   (III)    a parent, grandparent, brother, sister or child of the spouse of a director,
                                                 senior officer or control person of the Corporation or of an affiliate of
                                                 the Corporation;

                           __________   (IV)     a close personal friend of a director, senior officer or control person of the
                                                 Corporation, or of an affiliate of the Corporation, and has concurrently
                                                 executed and delivered a Questionnaire in the form attached as SCHEDULE B to this
                                                 Subscription Agreement;

                           __________   (V)      a close business associate of a director, senior officer or control person of the
                                                 Corporation, or of an affiliate of the Corporation, and has concurrently
                                                 executed and delivered a Questionnaire in the form attached as SCHEDULE B to this
                                                 Subscription Agreement;

                           __________   (VI)     a founder of the Corporation or a spouse, parent, grandparent, brother, sister or
                                                 child of a founder of the Corporation;

</TABLE>

<PAGE>

<TABLE>

<S>                                     <C>      <C>
                           __________   (VII)    a close personal friend or close business associate of a founder of the
                                                 Corporation, and has concurrently executed and delivered a Questionnaire in the
                                                 form attached as SCHEDULE B to this Subscription Agreement; or

                           __________   (VIII)   a parent, grandparent, brother, sister or child of the spouse of a founder of
                                                 the Corporation;

                           __________   (IX)     a person or company of which a majority of the voting securities are beneficially
                                                 owned by, or a majority of the directors are, persons or companies described in
                                                 paragraphs (I) to (VIII);

                           __________   (X)      a trust or estate of which all of the beneficiaries or a majority of the trustees
                                                 are persons or companies described in paragraphs (I) to (IX); or



                           __________   (XI)     an employee, senior officer, director or consultant of the Corporation or of an
                                                 affiliated entity of the Corporation provided that, in the case of an employee,
                                                 senior officer or consultant, its participation in the trade is voluntary, meaning
                                                 it is not induced to participate in the trade by expectation of employment or
                                                 continued employment with, or engagement to provide services or continued
                                                 engagement to provide services to, as applicable, the Corporation or an affiliated
                                                 entity of the Corporation; or

</TABLE>

         (ii)     Alberta, and:


                  (A)      it is an "accredited investor" (as that term is
                           defined in Multilateral Instrument 45-103 - Capital
                           Raising Exemptions) such that one or more of the
                           categories set forth in Annex II to this Schedule A
                           correctly and in all respects describes the
                           Subscriber or the beneficial Subscriber, as
                           applicable, and the Subscriber has so indicated by
                           checking the box opposite each category on such Annex
                           II which so describes it or the beneficial
                           Subscriber, as applicable, and the Subscriber
                           acknowledges that by signing this Subscription
                           Agreement it is certifying that the statements made
                           by checking the appropriate accredited investor
                           categories are true and correct; or

                  (B)      if it is an individual, the aggregate acquisition
                           cost of the Units to it is not less than $97,000; and
                           if it is a corporation, syndicate, partnership or
                           other form of unincorporated organization, it
                           pre-existed the offering of the Units and has a bona
                           fide purpose other than investment in the Units or,
                           if created to permit such investment, the individual
                           share of the aggregate acquisition cost for each
                           participant is not less than $97,000;

                  (C)      it is one of the following and has so indicated by
                           initialling the applicable paragraph:

<PAGE>


<TABLE>

<S>                                     <C>      <C>
                           __________   (I)      an employee, senior officer, director or consultant of the Corporation or of an
                                                 affiliated entity of the Corporation; or

                           __________   (II)     a trustee, custodian or administrator acting on behalf, or for the benefit of
                                                 an individual referred to in clause (a) above or a holding entity of or a
                                                 registered retirement savings plan or registered retirement income fund of an
                                                 individual referred to in clause (A) above; or

                           __________   (III)    the spouse or a holding entity, registered retirement savings plan or registered
                                                 retirement income fund of the spouse of an individual referred to in clause (A)
                                                 above;

                                                 provided that, in the case of  an employee, senior officer or consultant, its
                                                 participation in the trade is voluntary, meaning it is not induced to participate
                                                 in the trade by expectation of employment or continued employment with, or
                                                 engagement to provide services or continued engagement to provide services to, as
                                                 applicable, the Corporation or an affiliated entity of the Corporation; or

</TABLE>

         (iii)    Ontario, and it is an "accredited investor" (as that term is
                  defined in Ontario Securities Commission Rule 45-501 - Exempt
                  Distributions) such that one or more of the categories set
                  forth in Annex I to this Schedule A correctly and in all
                  respects describes the Subscriber or the beneficial
                  Subscriber, as applicable, and the Subscriber has so indicated
                  by checking the box opposite each category on such Annex I
                  which so describes it or the beneficial Subscriber, as
                  applicable, and the Subscriber acknowledges that by signing
                  this Subscription Agreement it is certifying that the
                  statements made by checking the appropriate accredited
                  investor categories are true and correct; or

         (iv)     Quebec, and

                  (A)      it is a "sophisticated purchaser" within the meaning
                           of Section 43, 44 or 45 of the Securities Act
                           (Quebec) and is purchasing the Units for its own
                           account, or if it is a trust company licensed under
                           the Act respecting trust companies and savings
                           companies (Quebec) or an insurance company holding a
                           license under the Act respecting insurance (Quebec)
                           or a dealer or adviser registered in conformity with
                           Section 148 of the Securities Act (Quebec), it is
                           purchasing the Units for the portfolio of a third
                           person managed solely by that company, dealer or
                           adviser; or

                  (B)      the total cost of the Units to it exceeds $150,000
                           and it is acting for its own account and, if a
                           company, was not established solely to acquire the
                           Units;

(c)      it and any beneficial Subscriber for whom it is acting:

         (i)      is not a U.S. Person as defined in the United States
                  Securities Act of 1933, as amended (the "1933 Act") and is not
                  purchasing the Units for the account of or the benefit of a
                  U.S. Person;

         (ii)     was not offered the Units in the United States (as defined in
                  Regulation S under the 1933 Act);

         (iii)    did not execute or deliver this agreement in the United
                  States; and


<PAGE>

         (iv)     is resident in Alberta, British Columbia, Quebec or Ontario
                  and it is not a non-resident of Canada for the purposes of the
                  Income Tax Act (Canada); and

(d)      it and any beneficial Subscriber, as the case may be, is aware that the
         Corporation is only a reporting issuer in the Provinces of Alberta,
         British Columbia and Ontario.



<PAGE>


                              ANNEX I TO SCHEDULE A

                     TO BE COMPLETED BY ONTARIO SUBSCRIBERS

The Subscriber is a resident of or otherwise subject to the securities
legislation of Ontario and is an "accredited investor", as such term is defined
in Ontario Securities Commission Rule 45-501 - Exempt Distributions ("OSC Rule
45-501"), and as at the Time of Closing, the Subscriber falls within one or more
of the following categories (Please check one or more, as applicable):

<TABLE>

<S>           <C>      <C>
_______       (a)      a bank listed in Schedule I or II of the Bank Act (Canada), or an authorized foreign bank listed in
                       Schedule III of the Bank Act (Canada);

_______       (b)      the Business Development Bank incorporated under the Business Development Bank Act (Canada);

_______       (c)      a loan corporation or trust corporation registered under the Loan and Trust Corporations Act
                       (Ontario) or under the Trust and Loan Companies Act (Canada), or under comparable legislation in any other
                       jurisdiction;

_______       (d)      a co-operative credit society, credit union central, federation of caisses populaires, credit union or
                       league, or regional caisse populaire, or an association under the Cooperative Credit Associations Act
                       (Canada), in each case, located in Canada;

_______       (e)      a company licensed to do business as an insurance company in any jurisdiction;

_______       (f)      a subsidiary entity of any person or company referred to in paragraph (a), (b), (c), (d) or (e),
                       where the person or company owns all of the voting shares of the subsidiary entity;

_______       (g)      a person or company registered under the Securities Act (Ontario) or securities legislation in another
                       jurisdiction as an adviser or dealer, other than a limited market dealer;

_______       (h)      the government of Canada or of any jurisdiction, or any crown corporation, instrumentality or agency of a
                       Canadian federal, provincial or territorial government;

_______       (i)      any Canadian municipality or any Canadian provincial or territorial capital city;

_______       (j)      any national, federal, state, provincial, territorial or municipal government of or in any foreign
                       jurisdiction, or any instrumentality or agency thereof;

_______       (k)      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;

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

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

_______       (n)      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;

</TABLE>

<PAGE>

<TABLE>

<S>           <C>      <C>
_______       (o)      an individual who has been granted registration under the Securities Act (Ontario) or securities legislation
                       in another jurisdiction as a representative of a person or company referred to in paragraph (g), whether or
                       not the individual's registration is still in effect;

_______       (p)      a promoter of the issuer or an affiliated entity of a promoter of the issuer;

_______       (q)      a spouse, parent, brother, sister, grandparent or child of an officer, director or promoter of the issuer;

_______       (r)      a person or company that, in relation to the issuer, is an affiliated entity or a person or company referred
                       to in clause (c) of the definition of distribution in subsection 1(1) of the Securities Act (Ontario);

_______       (s)      an issuer that is acquiring securities of its own issue;

_______       (t)      a company, limited liability company, 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
                       reflected in its most recently prepared financial statements;

_______       (u)      a person or company that is recognized by the Ontario Securities Commission as an accredited investor;

_______       (v)      a mutual fund or non-redeemable investment fund that, in Ontario, distributes its securities only to
                       persons or companies that are accredited investors;

_______       (w)      a mutual fund or non-redeemable investment fund that, in Ontario, distributes its securities under a
                       prospectus for which a receipt has been granted by the Director (as defined in the Securities Act (Ontario))
                       or, if it has ceased distribution of its securities, has previously distributed its securities in
                       this manner;

_______       (x)      a fully managed account if it is acquiring a security that is not a security of a mutual fund or
                       non-redeemable investment fund;

_______       (y)      an account that is fully managed by a trust corporation registered under the Loan and Trust Corporations Act
                       (Ontario) or under the Trust and Loan Companies Act (Canada), or under comparable legislation in any other
                       jurisdiction;

_______       (z)      an entity organized outside of Canada that is analogous to any of the entities referred to in paragraphs (a)
                       through (g) and paragraph (k) in form and function; and

_______       (aa)     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.
</TABLE>


         NOTE: THE SUBSCRIBER MUST INITIAL BESIDE THE APPLICABLE CATEGORY OR
         CATEGORIES OF THE ABOVE DEFINITION. ALL MONETARY REFERENCES ARE IN
         CANADIAN DOLLARS.

         FOR THE PURPOSES HEREOF:

         (a)      "COMPANY" means any corporation, incorporated association,
                  incorporated syndicate or other incorporated organization;

         (b)      "DIRECTOR" where used in relation to a person, includes a
                  person acting in a capacity similar to that of a director of a
                  company;


<PAGE>

         (c)      "ENTITY" means a company, syndicate, partnership, trust or
                  unincorporated organization;

         (d)      "FINANCIAL ASSETS" means cash, securities, or any contract of
                  insurance or deposit or evidence thereof that is not a
                  security for the purposes of the Securities Act (Ontario);

         (e)      "INDIVIDUAL" means a natural person, but does not include a
                  partnership, unincorporated association, unincorporated
                  syndicate, unincorporated organization, trust, or a natural
                  person in his or her capacity as trustee, executor,
                  administrator or other legal personal representative;

         (f)      "MANAGED ACCOUNT" means an investment portfolio account of a
                  client established in writing with a portfolio adviser who
                  makes investment decisions for the account and has full
                  discretion to trade in securities of the account without
                  requiring the client's express consent to a transaction;

         (g)      "MUTUAL FUND" includes an issuer whose primary purpose is to
                  invest money provided by its security holders and whose
                  securities entitle the holder to receive on demand, or within
                  a specified period after demand, an amount computed by
                  reference to the value of a proportionate interest in the
                  whole or in a part of the net assets, including a separate
                  fund or trust account, of the issuer of the securities;

         (h)      "NON-REDEEMABLE INVESTMENT FUND" means an issuer:

                  (i)      whose primary purpose is to invest money provided by
                           its security holders;

                  (ii)     that does not invest for the purpose of exercising
                           effective control, seeking to exercise effective
                           control, or being actively involved in the management
                           of the issuers in which it invests, other than other
                           mutual funds or non-redeemable investment funds; and

                  (iii)    that is not a mutual fund;

         (i)      "OFFICER" means the chair, any vice-chair of the board of
                  directors, the president, any vice president, the secretary,
                  the assistant secretary, the treasurer, the assistant
                  treasurer, and the general manager of a company, and any other
                  person designated an officer of a company by by-law or similar
                  authority, or any individual acting in a similar capacity on
                  behalf of an issuer or registrant;

         (j)      "PERSON" means an individual, partnership, unincorporated
                  association, unincorporated syndicate, unincorporated
                  organization, trust, trustee, executor, administrator, or
                  other legal representative;

         (k)      "PORTFOLIO ADVISER" means

                  (i)      a portfolio manager; or

                  (ii)     a broker or investment dealer exempted from
                           registration as an adviser under subsection 148(1) of
                           the Regulation made under the Securities Act
                           (Ontario) if that broker or investment dealer is not
                           exempt from the by-laws or regulations of the Toronto
                           Stock Exchange or the Investment Dealers' Association
                           of Canada referred to in that subsection;

         (l)      "PROMOTER" means (a) a person or company who, acting alone or
                  in conjunction with one or more other persons, companies or a
                  combination thereof, directly or indirectly, has taken the
                  initiative in founding, organizing or substantially
                  reorganizing the business of the issuer, or (b) a person or
                  company who, in connection with the founding, organizing or
                  substantial reorganizing of the business of the issuer,
                  directly or indirectly, receives in consideration of services
                  or property, or both services and property, 10% or more of any
                  class of securities of the issuer or 10% or more of the
                  proceeds from the sale of any class of securities of a
                  particular issue, but a person or company who receives such
                  securities or proceeds either solely as underwriting
                  commissions or solely in consideration of property shall not
                  be deemed a promoter within the meaning of this definition if
                  such person or company does not otherwise take part in
                  founding, organizing or substantially reorganizing the
                  business;


<PAGE>

         (m)      "RELATED LIABILITIES" means liabilities incurred or assumed
                  for the purpose of financing the acquisition or ownership of
                  financial assets and liabilities that are secured by financial
                  assets; and

         (n)      "SPOUSE", in relation to an individual, means another
                  individual to whom that individual is married, or another
                  individual of the opposite sex or the same sex with whom that
                  individual is living in a conjugal relationship outside
                  marriage.

AFFILIATED ENTITIES, CONTROL AND SUBSIDIARIES

A person or company is considered to be an affiliated entity of another person
or company if one is a subsidiary entity of the other, or if both are subsidiary
entities of the same person or company, or if each of them is controlled by the
same person or company.

A person or company is considered to be controlled by a person or company if

(a)      in the case of a person or company,

         (ii)     voting securities of the first mentioned person or company
                  carrying more than 50% of the votes for the election of
                  directors are held, otherwise than by way of security only, by
                  or for the benefit of, the other person or company, and

         (iii)    the votes carried by the securities are entitled, if
                  exercised, to elect a majority of the directors of the
                  first-mentioned person or company.

(b)      in the case of a partnership that does not have directors, other than a
         limited partnership, the second-mentioned person or company holds more
         than 50% of the interests in the partnership; or

(c)      in the case of a limited partnership, the general partner is the
         second-mentioned person or company.

A person or company is considered to be a subsidiary entity of another person or
company if

(a)      it is controlled by,

         (ii)     that other, or

         (iii)    that other and one or more persons or companies each of which
                  is controlled by that other, or

         (iv)     two or more persons or companies, each of which is controlled
                  by that other, or

(b)      it is a subsidiary entity of a person or company that is the other's
         subsidiary entity.



<PAGE>


                             ANNEX II TO SCHEDULE A

           TO BE COMPLETED BY BRITISH COLUMBIA AND ALBERTA SUBSCRIBERS

The Subscriber and each beneficial Subscriber is a resident of or otherwise
subject to the securities legislation of British Columbia or Alberta and each
is, as at the Time of Closing an "accredited investor", as such term is defined
in Multilateral Instrument 45-103 - Capital Raising Exemptions ("MI45-103"), by
virtue of falling within one or more of the following categories (Please check
one or more, as applicable):

<TABLE>

<S>    <C>      <C>
[ ]    (a)      a Canadian financial institution, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);

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

[ ]    (c)      an association under the Cooperative Credit Associations Act (Canada) located in Canada, or a central cooperative
                credit society for which an order has been made under subsection 473(1) of that Act;

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

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

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

[ ]    (g)      the government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the
                government of Canada or a jurisdiction of Canada.

[ ]    (h)      a municipality, public board or commission in Canada;

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

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

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

[ ]    (l)      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 the two most recent years and who,
                in either case, reasonably expects to exceed that net income level in the current year;

[ ]    (m)      a person or company, other than a mutual fund or non redeemable investment fund, that, either alone or with a
                spouse, has net assets of at least $5,000,000, and, unless the person or company is an individual, that amount is
                shown on its most recently prepared financial statements;

[ ]    (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;

</TABLE>


<PAGE>

<TABLE>

<S>    <C>      <C>
[ ]    (o)      a mutual fund or non-redeemable investment fund that, in the local jurisdiction, is distributing or has distributed
                its securities under one or more prospectuses for which the regulator has issued a receipt;

[ ]    (p)      a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan
                Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction,
                trading as a trustee or agent on behalf of a fully managed account;

[ ]    (q)      a person or company trading as agent on behalf of a fully managed account if that person or company is registered or
                authorized to carry on business under the securities legislation of a jurisdiction of Canada or a foreign
                jurisdiction as a portfolio manager or under an equivalent category of advisor or is exempt from registration as a
                portfolio manager of equivalent category of advisor;

[ ]    (r)      a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an
                eligibility adviser or other adviser registered to provide advice on the securities being traded;

[ ]    (s)      an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a)
                through (e) and paragraph (j) in form and function; or

[ ]    (t)      a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial,
                except the voting securities required by law to be owned by directors, are persons or companies that are accredited
                investors.

</TABLE>

For the purposes hereof, the following definitions are included for convenience:

         "AFFILIATE" means an issuer connected with another issuer because

                  (a)      one of them is the subsidiary of the other, or

                  (b)      each of them is controlled by the same person or
                           company;

         "BENEFICIAL OWNERSHIP" of securities by a person occurs

                  (a)      for the purposes of British Columbia securities law,
                           when such securities are beneficially owned by

                           (i)      an issuer controlled by that person, or

                           (ii)     an affiliate of that person or an affiliate
                                    of an issuer controlled by that person;

                  (b)      for the purposes of Alberta securities law, when such
                           securities are beneficially owned by

                           (i)      a company controlled by that person or an
                                    affiliate of that company,

                           (ii)     an affiliate of that person, or

                           (iii)    through a trustee, legal representative,
                                    agent or other intermediary of that person;

         "CANADIAN FINANCIAL INSTITUTION" means a bank, loan corporation, trust
         company, insurance company, treasury branch, credit union or caisse
         populaire that, in each case, is authorized to carry on business in
         Canada or a jurisdiction, or the Confederation des caisses populaires
         et d'economie Desjardins du Quebec;

<PAGE>

         "CONTROL" occurs if

                  (a)      for the purposes of British Columbia securities law,

                           (i)      voting securities of a first party (person
                                    or company) are held, other than by way of
                                    security only, by or for the benefit of a
                                    second party (person or company), and

                           (ii)     the voting rights attached to those voting
                                    securities are entitled, if exercised, to
                                    elect a majority of the directors of the
                                    first party; and

                  (b)      for the purposes of Alberta securities law,

                           (i)      voting securities of a first party (person
                                    or company) carrying more than 50% of the
                                    votes that may be cast to elect directors
                                    are held, other than for the purpose of
                                    giving collateral for a bona fide debt, by
                                    or for the benefit of a second party (person
                                    or company); and

                           (ii)     the votes carried by the securities referred
                                    to in (a) are sufficient, if exercised, to
                                    elect a majority of the board of directors
                                    of the first party.

         "DIRECTOR" means

                  (a)      for the purpose of British Columbia securities law, a
                           director of a corporation or an individual occupying
                           or performing, with respect to a corporation or any
                           other person, a similar position or similar
                           functions; and

                  (b)      for purposes of Alberta law, a person acting in a
                           capacity similar to that of a director of a company;

         "FINANCIAL ASSETS" means cash and securities;

         "FOREIGN JURISDICTION" means a country other than Canada or a political
         subdivision of a country other than Canada;

         "JURISDICTION" means a province or territory of Canada except when used
         in the term "foreign jurisdiction";

         "LOCAL JURISDICTION" means the jurisdiction in which the applicable
         securities regulatory authority is situate;

         "MUTUAL FUND" includes an issuer of securities that entitles the holder
         to receive on demand, or within a specified period after demand, an
         amount computed by reference to the value of a proportionate interest
         in the whole or in a part of the net assets, including a separate fund
         or trust account, of the issuer of the securities;

         "PERSON OR COMPANY" includes

                  (c)      for the purposes of British Columbia securities law,
                           an individual, corporation, partnership, party,
                           trust, fund, association and any other organized
                           group of persons and the personal or other legal
                           representative of a person to whom the context can
                           apply according to law, and

                  (d)      for the purposes of Alberta, an individual,
                           corporation, partnership, unincorporated or
                           incorporated association, unincorporated or
                           incorporated syndicate, unincorporated or
                           incorporated organization, trust, trustee, executor,
                           administrator or other legal representative;


<PAGE>

         "REGULATOR" means

                  (e)      the Executive Director, as defined under section 1 of
                           the Securities Act (Alberta),

                  (f)      the Executive Director, as defined under section 1 of
                           the Securities Act (British Columbia) and

                  (g)      such other person as is referred to in Appendix D of
                           National Instrument 14-101 - Definitions;

         "RELATED LIABILITIES" means

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

                  (i)      liabilities that are secured by financial assets;

         "SECURITIES LEGISLATION" means

                  (j)      for British Columbia, the Securities Act (British
                           Columbia) and the regulations, rules and forms under
                           such Act and the blanket rulings and orders issued by
                           the British Columbia Securities Commission,

                  (k)      for Alberta, the Securities Act (Alberta) and the
                           regulations and rules under such Act and the blanket
                           rulings and orders issued by the Alberta Securities
                           Commission, and

                  (l)      for other Canadian jurisdictions, such other statutes
                           and instruments as are listed in Appendix B of
                           National Instrument 14-101 - Definitions;

         "SECURITIES REGULATORY AUTHORITY" means

                  (m)      the British Columbia Securities Commission,

                  (n)      the Alberta Securities Commission, and

                  (o)      in respect of any local jurisdiction other than
                           Alberta or British Columbia, means the securities
                           commission or similar regulatory authority listed in
                           Appendix C of National Instrument 14-101 -
                           Definitions;

         "VOTING SECURITY" means any security which:

                  (p)      is not a debt security; and

                  (q)      carries a voting right either under all circumstances
                           or under some circumstances that have occurred and
                           are continuing.

         BRITISH COLUMBIA SPECIFIC DEFINITIONS

         "SPOUSE", means, for the purposes of British Columbia securities law, a
         person who

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

                  (s)      is living and cohabitating with another person in a
                           marriage-like relationship, including a marriage-like
                           relationship between persons of the same gender.



<PAGE>


                                   SCHEDULE B

       CLOSE PERSONAL FRIEND AND/OR CLOSE BUSINESS ASSOCIATE QUESTIONNAIRE


         To be completed by Subscribers to whom section (b)(i)(D)(IV), (V) or
(VII) of Schedule A of the Subscription Agreement applies.



     Name of director, senior officer, control person or founder:


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

     Length of Relationship:


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

     Prior Business Dealings:


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

     Details of Relationship:


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


     The undersigned understands that the Corporation and the Agents are relying
     on this information in determining to sell securities to the undersigned in
     a manner exempt from the prospectus and registration requirements of
     applicable securities laws.

     The undersigned has executed this Questionnaire as of the ____ day of
     March, 2004.


<TABLE>

<S>                                                            <C>
    If a Corporation, Partnership or other Entity:             If an Individual:


    ---------------------------------------------------        ------------------------------------------------------
    Name of Entity                                             Signature


    ---------------------------------------------------        ------------------------------------------------------
    Type of Entity                                             Name of Individual


    ---------------------------------------------------
    Signature of Person Signing


    ---------------------------------------------------
    Title of Person Signing


</TABLE>



<PAGE>


                                   SCHEDULE C

                           U.S. REPRESENTATION LETTER



TO:         Spectrum Signal Processing Inc.

AND TO:     GMP Securities Ltd.
            Griffiths McBurney & Partners Corp.

Ladies and Gentlemen:

         In connection with the acquisition by the subscriber (the "Subscriber")
of units ("Units") consisting of one common share (a "Common Share") and
one-half of a warrant (a "Warrant") of Spectrum Signal Processing Inc. (the
"Corporation"), the Subscriber or the undersigned on behalf of the Subscriber,
as the case may be, hereby represents and agrees for the benefit of each of you
that:

1.       The Subscriber is an institution or an individual that is an
"accredited investor" as defined in Rule 501(a) of Regulation D under the
United States Securities Act of 1933, as amended (the "1933 Act"), because
it is:

                               [PLEASE CHECK ONE]

         [ ]      A bank (as defined in Section 3(a)(2) of the 1933 Act) or a
                  savings and loan association or other institution (as defined
                  in Section 3(a)(5)(A) of the 1933 Act), acting either in its
                  individual capacity or in a fiduciary capacity.

         [ ]      A broker or dealer registered under Section 15 of the
                  Securities Exchange Act of 1934, as amended.

         [ ]      An insurance company (as defined in Section 2(13) of the
                  1933 Act).

         [ ]      An investment company registered under the Investment
                  Company Act.

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

         [ ]      A private business development company (as defined in
                  Section 202(a)(22) of the Investment Advisers Act of 1940).

         [ ]      A tax-exempt organization described in Section 501(c)(3) of
                  the Internal Revenue Code of 1986, as amended, not formed for
                  the specific purpose of acquiring the Units with total assets
                  of more than U.S. $5 million.

         [ ]      A corporation, Massachusetts or similar business trust, or
                  partnership, not formed for the specific purpose of acquiring
                  the Units, with total assets of more than U.S. $5 million.

         [ ]      An employee benefit plan not subject to ERISA, with total
                  assets of more than U.S. $5 million, established and
                  maintained by a state of the United States, a political
                  subdivision of a state, or any agency or instrumentality of a
                  state or its political subdivisions for the benefit of its
                  employees.

         [ ]      A trust, with total assets in excess of U.S. $5 million, not
                  formed for the specific purpose of acquiring the Units, whose
                  purchase is directed by a sophisticated person as described in
                  Rule 506(b)(2)(ii) of Regulation D under the 1933 Act.

         [ ]      A director or executive officer of the Corporation.

<PAGE>

         [ ]      A natural person with individual net worth, or joint net
                  worth with his or her spouse, at the time of purchase in
                  excess of US$1,000,000.

         [ ]      A natural person with an individual income in excess of
                  US$200,000 in each of the last two years or joint income with
                  his or her spouse in excess of US$300,000 in each of those
                  years, and who reasonably expects to reach the same income
                  level in the current year.

         [ ]      An entity in which all of the equity owners are accredited
                  investors.

(As used herein, the term "net worth" means the excess of total assets over
total liabilities. In computing net worth, the principal residence of the
investor must be valued at cost, including cost of improvements, or at recently
appraised value by an institutional lender making a secured loan, net of
encumbrances. In determining income, an investor should add to adjusted gross
income any amount attributable to tax exempt income received, losses claimed as
a limited partner in any limited partnership, deductions claimed for depletion,
contributions to an IRA or Keogh retirement plan, alimony payments, and any
amount by which income from long-term capital gains has been reduced in arriving
at adjusted gross income.)

2.       The Subscriber is acquiring the Units for its own account and not with
a view to resale, distribution or other disposition thereof or with any present
intention of offering or selling the Units or any interest therein.

3.       The Subscriber understands and acknowledges that neither the Units nor
any interest therein has been or will be registered under the 1933 Act or the
securities laws of any state or other political subdivision of the United
States.

4.       The Subscriber further acknowledges and agrees that, because the Units
have not been registered under the 1933 Act and the Units are being offered and
sold in a private offering exempt from registration under the 1933 Act: (a) the
Units are "restricted securities" within the meaning of Rule 144(a)(3) under the
1933 Act and cannot be reoffered or resold unless they are subsequently
registered under the 1933 Act or an exemption from registration thereunder is
available; and (b) and that the Subscriber will continue to bear the economic
risk of its investment in the Securities for an indefinite period of time.

5.       The Subscriber agrees that it will not re-offer, resell, pledge,
hypothecate or otherwise transfer any of the Units (or securities that may be
received in replacement thereof or in exchange therefor) except: (a) to the
Corporation; (b) in a transaction outside the United States meeting the
requirements of Rule 904 of Regulation S under the 1933 Act; or (c) in a
transaction exempt from registration under the 1933 Act and any applicable state
securities ("blue sky") laws. The Subscriber agrees that, in connection with any
transaction pursuant to the foregoing clause (c), it will furnish to the
Corporation a written opinion of counsel acceptable to the Corporation to the
effect that such offer, sale, pledge, hypothecation or other transfer is exempt
from the registration requirements of all applicable United States federal and
state securities laws. The Subscriber also agrees that each certificate for the
Units (and any certificate issued in replacement thereof or in exchange
therefor) shall bear a restrictive legend in substantially the following form
and that an appropriate stop transfer order implementing the same shall be
lodged with the Transfer Agent for the Units:

"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"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) TO THE CORPORATION, (B) IN A TRANSACTION OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C)
IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN CONNECTION WITH ANY
TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C), THERE MUST BE FURNISHED TO THE
CORPORATION A WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM THE REGULATION
REQUIREMENTS OF ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES

<PAGE>

IN CANADA AND, IN CONNECTION WITH ANY SALE OF SUCH SECURITIES PURSUANT TO THE
FOREGOING CLAUSE (B) AT A TIME WHEN THE CORPORATION IS A "FOREIGN ISSUER" AS
DEFINED IN RULE 902 UNDER THE U.S. SECURITIES ACT, THE LEGEND MAY BE REMOVED BY
PROVIDING A DECLARATION TO THE CORPORATION'S TRANSFER AGENT IN SUCH FORM AS THE
CORPORATION MAY REASONABLY PRESCRIBE, TO THE EFFECT THAT THE SALE OF THE
SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT."

6.       The Subscriber represents that 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 Units. The Subscriber acknowledges that it has had
access to such information concerning the Corporation as it has deemed necessary
to make an informed decision to purchase the Units, and has been afforded the
opportunity to ask questions and receive answers from representatives of the
Corporation regarding the Corporation and the terms and conditions relating to
investment in the Corporation, and all such questions have been answered to its
full satisfaction.

7.       The Subscriber is not purchasing the Units: (a) as a result of or
subsequent to becoming aware of any advertisement, article, notice or other
communication published in any newspaper, magazine or similar medium or
broadcast over television or radio; or (b) as a result of or subsequent to
attendance at a seminar or meeting called by any of the means set forth in (a);
or (c) as a result of or subsequent to any solicitation by a person not
previously known to it in connection with investments in securities generally.

8.       If required by applicable securities legislation, regulatory policy or
order by any securities commission, stock exchange or other regulatory
authority, the Subscriber will execute, deliver and file and otherwise assist
the Corporation in filing reports, questionnaires, undertakings and other
documents with respect to the issue of the Units.

9.       The Subscriber further acknowledges and agrees that the sale and
delivery of the Units is conditional upon such sale being exempt from the
registration requirement under the 1933 Act and the requirement to file a
prospectus and to sell through a person registered to sell securities under the
Securities Act (British Columbia) and the requirement to deliver an offering
memorandum under any applicable securities, rules and policies in both British
Columbia and the jurisdiction in which the Subscriber is subject to applicable
securities legislation. The Subscriber acknowledges and agrees that you and/or
the Corporation may be required to provide applicable Canadian provincial and
U.S. state or federal securities regulatory authorities with a list setting
forth the identities of the beneficial Subscribers of the Units. Notwithstanding
that the Subscriber may be purchasing Units as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by you and/or the
Corporation in order to comply with the foregoing or to comply with Canadian or
United States securities laws.

         The Subscriber acknowledges that the representations and warranties and
agreements contained herein are made by it with the intent that they may be
relied upon by you and your counsel in determining its eligibility to purchase
the Units. By this letter the Subscriber represents and warrants that the
foregoing representations and warranties are true and that they shall survive
the purchase by it of the Units and shall continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of Units.

         You are irrevocably authorized to produce this letter or a copy hereof
to any interested party. in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. The Subscriber's investment
decision with respect to the Units was made on or prior to the date set forth
below.



Dated: March _____, 2004

                                        ________________________________________
                                        (Print name of Subscriber)


<PAGE>

                                        By: ____________________________________
                                            Name:
                                            Title:



<PAGE>


                                   SCHEDULE D

                             TORONTO STOCK EXCHANGE

                 PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING



To be completed by each proposed private placement purchaser of listed
securities or securities which are convertible into listed securities.

                                  QUESTIONNAIRE

1.       DESCRIPTION OF TRANSACTION

         (a)      Name of Issuer of the Securities

                  Spectrum Signal Processing Inc.

         (b)      Number and Class of Securities to be Purchased

                  Units

         (c)      Purchase Price

                  $1.35 per Unit

2.       DETAILS OF PURCHASER

         (a)      Name of Purchaser

         (b)      Address

                  ______________________________________________________________

                  ______________________________________________________________

         (c)      Names and addresses of persons having a greater than 10%
                  beneficial interest in the purchaser


3.       RELATIONSHIP TO ISSUER

         (a)      Is the purchaser (or any person named in response to 2(c)
                  above) an insider of the issuer for the purposes of the
                  Ontario Securities Act (before giving effect to this private
                  placement)? If so, state the capacity in which the purchaser
                  (or any person named in response to 2(c)) qualifies as an
                  insider.


         (b)      If the answer to (a) is "no", are the purchaser and the issuer
                  controlled by the same person or company? If so, give details


4.       DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER

         Give details of all trading by the purchaser, as principal, in the
         securities of the issuer (other than debt securities which are not
         convertible into equity securities), directly or indirectly, within the
         60 days preceding the date hereof



<PAGE>

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________



<PAGE>


                                   UNDERTAKING

TO:      The Toronto Stock Exchange

The undersigned has subscribed for and agreed to purchase, as principal, the
securities described in Item 1 of this Private Placement Questionnaire and
Undertaking.

The undersigned undertakes not to sell or otherwise dispose of any of the said
securities so purchased or any securities derived therefrom for a period of four
months from the date of the closing of the transaction herein or for such period
as is prescribed by applicable securities legislation, whichever is longer,
without the prior consent of the Toronto Stock Exchange and any other regulatory
body having jurisdiction.




DATED AT _______, ______________ this         __________________________________
______ day of March, 2004                     (Name of Purchaser - please print)


                                              __________________________________
                                              (Authorized Signature)


                                              __________________________________
                                              (Official Capacity - please print)


                                              __________________________________
                                              (please print here name of
                                              individual whose signature appears
                                              above, if different from name of
                                              purchaser printed above)