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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 AGREEMENT(Non U.S.
Subscribers)

|TO: | FORCE ENERGY CORP. (the Company) 
|--- | -----------------------------------
|    | 601  8623 Granville
    Street    
|    | Vancouver, British Columbia V6P 5A2

Purchase of Shares

1.SUBSCRIPTION

1.1 The undersigned (the Subscriber) hereby irrevocably
subscribes for and agrees to purchase ________________ (the Shares) at a price
of $____________ per share (such subscription and agreement to purchase being
the Subscription), for an aggregate purchase price of
$________________________ (the "Subscription Proceeds"), which is tendered
herewith, on the basis of the representations and warranties and subject to the
terms and conditions set forth herein.

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

1.3 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 accompany this Subscription
and shall be wired directly to Clark Wilson LLP in accordance with the wire
instructions attached hereto as Exhibit A. The Subscriber irrevocably authorizes
and directs Clark Wilson LLP to release the Subscription Proceeds to the Company
on the Closing Date.

2.2 The Subscriber acknowledges and agrees that this
Subscription Agreement, the Subscription Proceeds and any other documents
delivered in connection herewith may be held by the Company's lawyers on behalf
of the Company. In the event that this Subscription Agreement is not accepted by
the Company for whatever reason at its sole discretion within 30 days of the
delivery of an executed Subscription Agreement by the Subscriber, this
Subscription Agreement, the Subscription Proceeds and any other documents
delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription Agreement.

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- 2 -

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

3.DOCUMENTS REQUIRED FROM SUBSCRIBER

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

| | (a) | two (2) executed copies of this Subscription Agreement;
      and                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                  
| | (b) | if the Subscriber is resident in Canada and is investing
      less than CDN$150,000, a National Instrument 45-106 (NI 45-106)
      Questionnaire in the form attached as Exhibit B (the
    Questionnaire).

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

4.CLOSING

4.1 Closing of the offering of the Shares (the Closing) shall
occur on or before April 30, 2008, or on such other date as may be determined by
the Company (the Closing Date). The Company may, at its discretion, elect to
close the Offering in one or more closings, in which event the Company may agree
with one or more subscribers (including the Subscriber hereunder) to complete
delivery of the Shares to such subscriber(s) against payment therefor at any
time on or prior to the Closing Date.

5.ACKNOWLEDGEMENTS OF SUBSCRIBER

5.1 The Subscriber acknowledges and agrees that:

| | (a) | none of the Shares have been registered under the 1933
      Act, or under any state securities or blue sky laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or, directly or indirectly, to U.S. Persons (as defined
      herein), 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 and provincial securities laws;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | the Company has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act or any other
      securities legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | the Subscriber has received and carefully read this
      Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | if the Subscriber is resident in Canada, by completing
      the Questionnaire, the Subscriber is representing and warranting that the
      Subscriber satisfies one of the categories of registration and prospectus
      exemptions provided in NI 45-106, as adopted by the British Columbia
      Securities Commission (the BCSC);                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | the decision to execute this Subscription Agreement and
      purchase the Shares agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based entirely upon a review
      of any public information which has been filed by the Company with the
      Securities and Exchange Commission (the SEC) in compliance, or intended
      compliance, with applicable securities legislation (collectively, the
      Public Record);                                                                                                               

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| | (f) | there are risks associated with an investment in the
      Shares, as more fully described in certain information forming part of the
      Public Record;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g) | the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the sale of the Shares hereunder, and to obtain
      additional information, to the extent possessed or obtainable by the
      Company without unreasonable effort or expense;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) | the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the sale of the Shares hereunder have been made available
      for inspection by the Subscriber, the Subscriber's attorney and/or
      advisor(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) | all of the information which the Subscriber has provided
      to the Company is correct and complete as of the date the Subscription
      Agreement is signed, and if there should be any change in such information
      prior to this Subscription Agreement being executed by the Company, the
      Subscriber will immediately provide the Company with such
    information;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (j) | 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 Questionnaire, if applicable, and
      the Subscriber will hold harmless the Company from any loss or damage it
      or they may suffer as a result of the Subscriber's failure to correctly
      complete this Subscription Agreement or the Questionnaire, if
      applicable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (k) | the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein, the Questionnaire, if applicable, or in
      any document furnished by the Subscriber to the Company in connection
      herewith being untrue in any material respect or any breach or failure by
      the Subscriber to comply with any covenant or agreement made by the
      Subscriber to the Company in connection therewith;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (l) | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (m) | the Subscriber has been advised to consult the
      Subscriber's own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Shares and with respect to applicable
      resale restrictions, and it is solely responsible (and the Company is not
      in any way responsible) for compliance with:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (n) | in addition to resale restrictions imposed under U.S.
      securities laws, there may be additional restrictions on the Subscriber's
      ability to resell the Shares under applicable provincial securities
      legislation and National Instrument 45-102 (NI
45-102);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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- 4 -

| | (o) | none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board;                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (p) | the Company has advised the Subscriber (if resident in
      Canada) that the Company is relying on an exemption from the requirements
      to provide the Subscriber with a prospectus to sell the Shares and, as a
      consequence of acquiring the Shares pursuant to such exemption certain
      protections, rights and remedies provided by applicable provincial
      securities legislation including statutory rights of rescission or
      damages, will not be available to the Subscriber;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (q) | none of the Shares may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (r) | neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares or has reviewed any documents in connection with the sale of the
      Shares hereunder;                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (s) | the Company will refuse to register the transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in each case in accordance with applicable state
      securities laws;                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (t) | there is no government or other insurance covering any of
      the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (u) | 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; and                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (v) | 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 whatsoever.                                                                                                                                                                                                                                         

6.REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE SUBSCRIBER

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

| | (a) | the Subscriber is not a U.S. Person;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | the Subscriber is resident in the jurisdiction set out
      under the heading Name and Address of Subscriber on the signature page
      of this Subscription Agreement;                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | the sale of the Shares to the Subscriber as contemplated
      by the delivery of this Subscription Agreement, the acceptance of it by
      the Company and the issuance of the Shares to the Subscriber complies with
      all applicable laws of the Subscribers jurisdiction of residence or
      domicile and will not cause the Company to become subject to or comply
      with any disclosure, prospectus or reporting requirements under any such
      applicable laws;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e) | the Subscriber:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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- 5 -

| | (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)  | the Subscriber 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) | 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; and                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)  | the purchase of the Shares by the Subscriber does not
      trigger:                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | A.                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                           
| |       | B.                                                                                                                                                                                                                                                                                                                                                                                                        

the Subscriber will, if requested by
the Company, deliver to the Company and the Agent 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;

| | (f) | 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;                                                                                                                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g) | if applicable, all information contained in the
      Questionnaire is complete and accurate and may be relied upon by the
      Company, and the Subscriber will notify the Company immediately of any
      material change in any such information occurring prior to the closing of
      the purchase of the Shares;                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | the Subscriber is purchasing the Shares as principal 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 has
      no intention to distribute either directly or indirectly any of the Shares
      in the United States or to U.S. Persons;                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) | the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (j) | the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of the period specified
      in Regulation S (the Distribution Compliance Period) shall only be made
      in compliance with the safe harbor provisions set forth in Regulation S,
      pursuant to the registration provisions of the 1933 Act or an exemption
      therefrom, and that all offers and sales after the Distribution Compliance
      Period shall be made only in compliance with the registration provisions
      of the 1933 Act or an exemption therefrom and in each case only in
      accordance with applicable state and provincial securities
  laws;

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- 6 -

| | (k) | the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (l) | 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 under the 1933 Act) in the
      United States in respect of any of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (m) | the Subscriber (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Shares; and (iii) has the ability to bear the economic
      risks of its prospective investment and can afford the complete loss of
      such investment;                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (n) | the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (o) | the Subscriber has received and carefully read this
      Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (p) | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (q) | the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the
Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (r) | the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement
      and the Questionnaire, if applicable, and agrees that if any of such
      acknowledgements, representations and agreements are no longer accurate or
      have been breached, it shall promptly notify the Company;                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (s) | 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;                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (t) | 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;                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (u) | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (v) | the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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- 7 -

| | (w) | the Subscriber understands and agrees that none of the
      Shares have been registered under the 1933 Act, or under any state
      securities or blue sky laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons 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;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (x) | the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (y) | the Subscriber is not aware of any advertisement of any
      of the Shares 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                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (z) | no person has made to the Subscriber any written or oral
      representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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

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

7.1 The Subscriber acknowledges that the representations and
warranties contained herein and in the Questionnaire, if applicable, are made by
it with the intention that such representations and warranties may be relied
upon by the Company and its legal counsel in determining the Subscriber's
eligibility to purchase the 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 Shares on the Closing Date, it will be representing and
warranting that the representations and warranties contained herein and in the
Questionnaire, if applicable, are true and correct as at the Closing Date with
the same force and effect as if they had been made by the Subscriber on the
Closing Date and that they will survive the purchase by the Subscriber of Shares
and will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Shares.

8.RESALE RESTRICTIONS

8.1 The Subscriber acknowledges that any resale of the Shares
will be subject to resale restrictions contained in the securities legislation
applicable to each Subscriber or proposed transferee. The Subscriber
acknowledges that the Shares have not been registered under the 1933 Act of the
securities laws of any state of the United States and that the Company does not
intend to register same under the 1933 Act, or the securities laws of any such
state and has no obligation to do so. The Shares may not be offered or sold in
the United States unless registered in accordance with federal securities laws and all applicable
state and provincial securities laws or exemptions from such registration
requirements are available.

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- 8 -

9.BRITISH COLUMBIA RESALE RESTRICTION

9.1 The Subscriber acknowledges that the Shares are subject to
resale restrictions in British Columbia and may not be traded in British
Columbia except as permitted by the Securities Act (British Columbia) (the BC
Act) and the rules made thereunder.

9.2 Pursuant to NI 45-102, as adopted by the BCSC, a subsequent
trade in the Shares will be a distribution subject to the prospectus and
registration requirements of applicable provincial securities legislation
(including the BC Act) unless certain conditions are met, which conditions
include a hold period (the Canadian Hold Period) that shall have elapsed from
the date on which the Shares were issued to the Subscriber and, during the
currency of the Canadian Hold Period, any certificate representing the Shares
are to be imprinted with a restrictive legend (the Canadian Legend).

9.3 By executing and delivering this Subscription, the
Subscriber will have directed the Company not to include the Canadian Legend on
any certificates representing the Shares to be issued to the Subscriber.

9.4 As a consequence, the Subscriber will not be able to rely
on the resale provisions of NI 45-102, and any subsequent trade in any of the
Shares during or after the Canadian Hold Period will be a distribution subject
to the prospectus and registration requirements of Canadian securities
legislation, to the extent that the trade is at that time subject to any such
provincial securities legislation.

10.ACKNOWLEDGEMENT AND WAIVER

10.1 The Subscriber has acknowledged that the decision to
purchase the Shares was solely made on the basis of publicly available
information contained in the Public Record. The Subscriber hereby waives, to the
fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Shares.

11.LEGENDING AND REGISTRATION OF SUBJECT
SECURITIES

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

| | THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED 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 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. | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

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- 9 -

11.2 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.

12.COLLECTION OF PERSONAL INFORMATION

12.1 The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscribers personal information for the purpose
of fulfilling this Subscription Agreement and completing the Offering. The
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company's registrar and transfer agent, (c) Canadian tax
authorities, (d) authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and (e) any of the other
parties involved in the Offering, including legal counsel, and may be included
in record books in connection with the Offering. By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing Shares 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 the Company in
order to comply with the foregoing.

13.COSTS

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

14.GOVERNING LAW

14.1 This Subscription Agreement is governed by the laws of the
Province of British Columbia and the federal laws of Canada applicable
therein.

15.SURVIVAL

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

16.ASSIGNMENT

16.1 This Subscription Agreement is not transferable or
assignable.

17.EXECUTION

17.1 The Company shall be entitled to rely on delivery by
facsimile machine of an executed copy of this Subscription Agreement and
acceptance by the Company of such facsimile copy shall be equally effective to
create a valid and binding agreement between the Subscriber and the Company in
accordance with the terms hereof.

18.SEVERABILITY

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

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- 10 -

19.ENTIRE AGREEMENT

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

20.NOTICES

20.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 11 of this Subscription Agreement and notices to
the Company shall be directed to the address on page 1 of this Subscription
Agreement.

21.COUNTERPARTS

21.1 This Subscription Agreement may be executed in any number
of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument.

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

DELIVERY AND REGISTRATION INSTRUCTIONS

|1. | Delivery - please deliver the Share
      certificates to:                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                      
|   |                                                                                                                      
|   |                                                                                                                      
|   |                                                                                                                      
|2. | Registration - registration of the certificates
      which are to be delivered at closing should be made as follows:
|   |                                                                                                                      
|   |                                                                                                                      
|   | (name)                                                                                                               
|   |                                                                                                                      
|   |                                                                                                                      
|   | (address)                                                                                                            

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- 11 -

The undersigned hereby acknowledges that he or she will deliver
to the Company all such additional completed forms in respect of the
Subscribers purchase of the Shares as may be required for filing with the
appropriate securities commissions and regulatory authorities.

| |                                                           
| | ----------------------------------------------------------
| | (Name of Subscriber  Please type or print)               
| |                                                           
| |                                                           
| | (Signature and, if applicable, Office)                    
| |                                                           
| |                                                           
| | (Address of Subscriber)                                   
| |                                                           
| |                                                           
| | (City, State or Province, Postal Code of
      Subscriber)
| |                                                           
| |                                                           
| | (Country of Subscriber)                                   

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- 12 -

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by FORCE ENERGY CORP.

DATED at ________________________ , the _______ day of
__________________ , 2008.

FORCE ENERGY CORP.

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

---

EXHIBIT A

WIRE INSTRUCTIONS

TRUST FUNDS(USD)

INSTRUCTIONS FOR WIRING FUNDS TO CLARK WILSON LLP

---

EXHIBIT B

NATIONAL INSTRUMENT 45-106 QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 ("NI
45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination.

The Subscriber covenants, represents and warrants to the
Company that:

| | 1. | the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                       
| | 2. | the Subscriber is (tick one or more of the following
      boxes):                                                                                                                                                                                                                                                    

(A)
    a director, executive officer, employee or control person
      of the Company or an affiliate of the Company
    [     ](B)
    a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company
    [     ](C)
    a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company
    [     ](D)
    a close personal friend of a director, executive officer,
      founder or control person of the Company
    [     ](E)
    a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company
    [     ](F)
    an accredited investor
    [     ](G)
    a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F
    [     ](H)
    a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F
    [    
  ]


---

| | 3. | if the Subscriber has checked box B, C, D, E, G or H in
      Section 2 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:                                                                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following boxes only if the Subscriber is
      resident in Ontario):                                                                                                                                                                                                                                                                                                  

(A)
    a founder of the Company
    [     ](B)
    an affiliate of a founder of the Company
    [     ](C)
    a spouse, parent, brother, sister, grandparent or child
      of a director, executive officer or founder of the Company
    [     ](D)
    a person that is a control person of the Company
    [     ](E)
    an accredited investor
    [    
  ]


| | 5. | if the Subscriber has checked box A, B, C or D in Section
      4 above, the director, executive officer, founder or control person of the
      Company with whom the undersigned has the relationship is:                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                          
| |    | (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder, affiliate and control person which
      you have the above-mentioned relationship with.)                                                                              
| |    |                                                                                                                                                                                                                                                                          
| | 6. | if the Subscriber has ticked box F in Section 2 or box E
      in Section 4 above, the Subscriber satisfies one or more of the categories
      of "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):
| |    |                                                                                                                                                                                                                                                                          
| |    | [ ]                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                          
| |    | [ ]                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                          
| |    | [ ]                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                          
| |    | [ ]                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                          
| |    | [ ]                                                                                                                                                                                                                                                                      

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| | [ ] | (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof;                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (i) 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;                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar 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, reasonably expects to exceed
      that net income level in the current calendar year;                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (m) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements;                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      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, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [ ] | (r) a registered charity under the Income Tax Act(Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give 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) to (d) or
      paragraph (i) in form and function;                                                                                                                                                                                                                    

---

| | [ ] | (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors;                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                           
| | [ ] | (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                           
| | [ ] | (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Shares under relevant legislation.

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

|If an Individual:  |  | If a Corporation, Partnership or Other Entity:
|------------------ |  | ----------------------------------------------
|                   |  |                                               
|                   |  |                                               
|Signature          |  | Print or Type Name of Entity                  
|                   |  |                                               
|                   |  |                                               
|Print or Type Name |  | Signature of Authorized Signatory             
|                   |  |                                               
|                   |  |                                               
|                   |  | Type of Entity                                

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