Medicus Homecare Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






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

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES
LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

PRIVATE PLACEMENT SUBSCRIPTION 

OFFSHORE SUBSCRIBERS OUTSIDE THE UNITED STATES ONLY 

MEDICUS HOMECARE, INC. 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on Page 2 of this
      Subscription Agreement. You must reside outside North America to use
      this form.

	 	 
	2. 	
      PAYMENT of the subscription price must be paid by
      wire transfer to W.L. Macdonald Law Corporation pursuant to the wiring
      instructions set out in Schedule “A” that is on Page 11.

	 	 
	3. 	
      EMAIL an executed copy of this Subscription
      Agreement to rjung@wlmlaw.ca.



W.L. Macdonald Law Corporation is hereby authorized
to release any funds received to Medicus Homecare, Inc. on the Closing Date (as
defined herein).




MEDICUS HOMECARE, INC. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

The undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from Medicus Homecare, Inc. (the
“Issuer”) that number of common shares of the Issuer (the
“Shares”) set out below at a price of approximately €0.056 (EUR) per
Share.

	Subscriber Information 	 	 	Shares to be Purchased 
	 	 	 	 
	  	  	 	Number of Shares: 445,000 x approx. €0.056
      (EUR) 
	(Name of Subscriber)    	  	 	  
	  	  	 	                                                          = 
	Account Reference
      (if applicable): 	     	 	  
	  	  	 	Aggregate Subscription Price: €25,000
      (EUR)            
	X 	     	 	                                           (the “Subscription Proceeds”) 
	(Signature
      of Subscriber – if the Subscriber is an Individual) 	 	  
	 	 	 
	X 	     	 	     
	(Signature
      of Authorized Signatory – if the Subscriber is not an Individual) 	 	
      Please complete if purchasing as agent or trustee for
      a principal (beneficial purchaser) (a “Disclosed Principal”) and not
      purchasing as trustee or agent for accounts fully managed by it.
    

	  	     	 	 
	(Name and
      Title of Authorized Signatory – if the Subscriber is not an 	 	  
	Individual) 	  	 	(Name of Disclosed Principal) 
	 	 	 	 
	     	  	 	  
	(SIN, SSN,
      or other Tax Identification Number of the Subscriber) 	 	(Address of Disclosed Principal) 
	 	 	 
	 	 	 
	(Subscriber’s Address, including city and province or state or
      residence) 	 	(Account Reference, if applicable) 
	 	 	 
	     	  	 	  
	  	     	 	(SIN, SSN, or other Tax Identification Number of
      Disclosed Principal) 
	 	 	 	 
	(Telephone Number) 	(Email Address) 	 	  
	 	 	 	 
	Register the Shares as set forth below: 	 	Deliver the Shares as set forth
      below: 
	 	 	 
	     	
 	 	  
	(Name to
      Appear on Share Certificate) 	 	(Attention - Name) 
	 	 	 
	     	  	 	  
	(Account
      Reference, if applicable) 	 	(Account Reference, if applicable) 
	 	 	 
	     	  	 	  
	(Address,
      including Postal Code) 	 	(Address, including Postal Code) 
	 	 	 	 
	 	 	 	 
	  	     	 	(Telephone Number) 


ACCEPTANCE 

The Issuer hereby accepts the subscription as set forth above
on the terms and conditions contained in this Subscription Agreement. as of the
5th day of April, 2016. 


	MEDICUS HOMECARE, INC. 
	  	 
	Per: 	 
		Dr. Orhan Karahodza, CEO, 
		President, Secretary and Director
    



- 2 - 




TERMS AND CONDITIONS OF SUBSCRIPTION FOR SHARES

Purchase of Shares 

	1. 	
      SUBSCRIPTION

	 	 
	1.1 	
      The Subscriber hereby irrevocably subscribes for and
      agrees to purchase Shares in the amount set out on Page 2 of this
      Subscription Agreement, at a price of approximately €0.056 (EUR) per Share
      (such subscription and agreement to purchase being the
      “Subscription”), for the Subscription Proceeds, which Subscription
      Proceeds are tendered herewith, on the basis of the representations and
      warranties and subject to the terms and conditions set forth
  herein.

	 	 
	1.2 	
      The Shares are also referred to herein as the
      “Securities”.

	 	 
	1.3 	
      The Company hereby agrees to sell the Shares to the
      Subscriber on the basis of the representations and warranties and subject
      to the terms and conditions set forth herein. Subject to the terms hereof,
      the Subscription Agreement will be effective upon its acceptance by the
      Company.

	 	 
	1.4 	
      Unless otherwise provided, all dollar amounts referred to
      in this Subscription Agreement are in lawful money of the United States of
      America.

	 	 
	2. 	
      PAYMENT

	 	 
	2.1 	
      The Subscription Proceeds must be wired to W.L. Macdonald
      Law Corporation, attorneys for the Company, pursuant to the wire
      instructions attached as Schedule “A”. W.L. Macdonald Law Corporation is
      authorized and instructed to deliver the Subscription Proceeds to Medicus
      Homecare, Inc. on the Closing Date (as defined herein).

	 	 
	2.2 	
      The Subscriber must complete, sign and return to the
      Company an executed copy of this Subscription Agreement.

	 	 
	2.3 	
      The Subscriber shall complete, sign and return to the
      Company as soon as possible, on request by the Company, any documents,
      questionnaires, notices and undertakings as may be required by regulatory
      authorities, stock exchanges and/or applicable law.

	 	 
	3. 	
      CLOSING



Closing of the purchase and sale of the Shares shall occur on
the date note more than 30 days from the execution of this Subscription
Agreement by the Subscriber and the Company (the “Closing Date”).

	4. 	
      ACKNOWLEDGEMENTS OF
  SUBSCRIBER



The Subscriber acknowledges and agrees that: 

	 	(a) 	
      the Securities have not been registered under the U.S.
      Securities Act of 1933, as amended (the “1933 Act”), or under any
      securities or “blue sky” laws of any state of the United States and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to a U.S. Person, as that term is
      defined in Regulation “S” (“Regulation S”) promulgated by the
      Securities and Exchange Commission (the “SEC”) pursuant to the 1933
      Act, except in accordance with the provisions of Regulation S, pursuant to
      an effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act, and in each case only in accordance with
      applicable state securities laws;



- 3 - 




- 4 - 

	 	(b) 	
      the Company will refuse to register any transfer of any
      of the Securities not made in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Shares has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon information provided by the Company
      in this Subscription Agreement (the “Company
  Information”).

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

	 	 	 
	 	(e) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription Agreement;

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

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

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

	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to the
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance
  with:




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

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




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







- 5 -

	 	(k) 	
      the Subscriber is not a U.S. Person (as defined in
      Regulation S), is outside the United States when receiving and executing
      this Subscription Agreement and is acquiring the Shares as principal for
      its own account or for account of the Disclosed Principal, as applicable,
      for investment purposes only, and not with a view to, or for, resale,
      distribution or fractionalization thereof, in whole or in part, and no
      other person has a direct or indirect beneficial interest in such Shares,
      other than the Disclosed Principal, if applicable;

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

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

	 	 	 
	 	(n) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act, except as set out in this Agreement;

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

	 	 	 
	 	(p) 	
      no documents in connection with this offering have been
      reviewed by the SEC, nor by any other securities regulatory authority or
      state securities administrators;

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

	 	 	 
	 	(r) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.




	5. 	
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      SUBSCRIBER

	 	 
	5.1 	
      The Subscriber hereby represents and warrants to and
      covenants with the Company, as of the date of this Agreement and as of the
      Closing Date (which representations, warranties and covenants shall
      survive the Closing Date) that:




	 	(a) 	
      the Subscriber is purchasing the Shares as principal for
      its own account and not for the benefit of any other person;

	 	 	 
	 	(b) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 
	 	(c) 	
      the Subscriber is not a “U.S. Person”, as defined in
      Regulation S;

	 	 	 
	 	(d) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person, as defined
      in Regulation S;

	 	 	 
	 	(e) 	
      the Subscriber is resident in the jurisdiction set out on
      Page 2 of this Subscription Agreement;

	 	 	 
	 	(f) 	
      the Subscriber:







- 6 - 

	 	(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Shares,

	 	 	 
	 	(ii) 	
      is purchasing the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Shares under the applicable securities laws of the securities regulators
      in the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 
	 	(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of the
      Shares,

	 	 	 
	 	(iv) 	
      represents and warrants that the acquisition of the
      Shares by the Subscriber does not trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and




	 	(v) 	
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;




	 	(g) 	
      the Subscriber is acquiring the Shares as principal, or
      for account of the Disclosed Principal, as applicable, and for investment
      only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it, or
      the Disclosed Principal, has no intention to distribute either directly or
      indirectly any of the Securities in the United States or to U.S. Persons
      (as defined in Regulation S);

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

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

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







- 7 - 

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

	 	 	 
	 	(l) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

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

	 	 	 
	 	(n) 	
      the Subscriber is able to fend for itself in the
      subscription, has the degree of knowledge, education and experience in
      financial and business matters as to enable the Subscriber to evaluate the
      merits and risks of the investment in the Shares and the
Company;

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

	 	 	 
	 	(p) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(q) 	
      the Subscriber is not an underwriter of, or dealer in,
      the Company’s Securities, nor is the Subscriber participating, pursuant to
      a contractual agreement or otherwise, in the distribution of the
      Shares;

	 	 	 
	 	(r) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber’s decision to invest in the Shares and the Company;

	 	 	 
	 	(s) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

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

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




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

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities, or

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




	5.2 	
      In this Subscription Agreement, the term “U.S. Person”
      shall have the meaning ascribed thereto in Regulation S promulgated under
      the 1933 Act and for the purpose of the Subscription Agreement includes
      any person in the United States.







- 8 - 

	6. 	
      ACKNOWLEDGEMENT AND
WAIVER



The Subscriber has acknowledged that the decision to purchase
the Shares was made based solely on the Company Information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities. Because the
Subscriber is not purchasing the Shares under a prospectus, the Subscriber will
not have the civil protections, rights and remedies that would otherwise be
available to the Subscriber under the securities laws in United States,
including statutory rights of rescission or damages. 

	7. 	
      REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON
      BY THE COMPANY



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

	8. 	
      RESALE RESTRICTIONS

	 	 
	8.1 	
      The Subscriber acknowledges that any resale of any of the
      Securities will be subject to resale restrictions contained in the
      securities legislation applicable to the Subscriber or proposed
      transferee. The Subscriber acknowledges that none of the Securities have
      been registered under the 1933 Act or the securities laws of any state of
      the United States. The Securities may not be offered or sold in the United
      States unless registered in accordance with federal securities laws and
      all applicable state securities laws or exemptions from such registration
      requirements are available.

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

	 	 
	9. 	
      ACKNOWLEDGEMENT AND
WAIVER



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

	10. 	
      LEGENDING OF SUBJECT SECURITIES

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





	
      “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION
      TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
      1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
      OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES
      TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,
      OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
      OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.” 








- 9 -

	10.2 	
      The Subscriber hereby acknowledges and agrees to the
      Company making a notation on its records or giving instructions to the
      registrar and transfer agent of the Company in order to implement the
      restrictions on transfer set forth and described in this Subscription
      Agreement.

	 	 
	11. 	
      COSTS



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

	12. 	
      GOVERNING LAW



This Subscription Agreement is governed by the laws of the
State of Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the State of
Nevada. 

	13. 	
      SURVIVAL



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

	14. 	
      ASSIGNMENT



This Subscription Agreement is not transferable or assignable.


	15. 	
      SEVERABILITY



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

	16. 	
      ENTIRE AGREEMENT



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

	17. 	
      NOTICES



All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the delivery address on Page 2 and notices to the Company shall be
directed to it at the address stated on the first page of this Subscription
Agreement. 




- 10 -

	18. 	
      COUNTERPARTS AND ELECTRONIC
  MEANS



This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth. 




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SCHEDULE “A” 
WIRE INSTRUCTIONS 

INSTRUCTIONS FOR WIRING FUNDS TO W.L. MACDONALD LAW
CORPORATION 


	USD Trust Account: 
	BMO Bank of Montreal 
595 Burrard
      Street 
Vancouver BC 
Canada V7X 1L7 



	Swift Code 	BOFMCAM2 
	Routing# 	CC000100040 
	Beneficiary 
	Account Name: 	W. L. Macdonald Law 
Corporation
    

	Address: 	400-570 Granville Street
      
Vancouver, BC 
Canada V6C 3P1 


	Institution# 	001 
	Branch/Transits# 	00040 
	Account # 	4641-570 
	Note: Please add USD$15 to cover bank wire
      charges