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                                                                   Exhibit 10.55


                             SUBSCRIPTION AGREEMENT

         THIS COMMON STOCK  SUBSCRIPTION  AGREEMENT (the "Agreement") is made by
and between SLW ENTERPRISES INC. (the "Issuer"), a Washington  corporation,  and
the subscriber executing this agreement (the "Subscriber").

1.       SUBSCRIPTION OF COMMON STOCK.

         1.1  PURCHASE  AND  SALE  OF  SECURITIES.  Subject  to  the  terms  and
conditions of this Agreement, the Subscriber agrees to subscribe, and the Issuer
agrees to issue to  Subscriber,  the  number  of  shares of common  stock of the
Issuer (the "Common Stock")  referred to in Section 11.4 of this  Agreement.  No
less than 25,000  shares of Common  Stock may be  purchased  by the  Subscriber,
unless the Issuer  decides in its sole  discretion  to accept  less than  25,000
shares.  The  shares of  Common  Stock  subscribed  to hereby  are  referred  to
collectively  herein as the "Shares." All references to "Dollars" or "$" in this
Agreement refer to U.S. Dollars.

                  1.1.1  The  purchase  price of the  Common  Stock is $1.00 per
         share and the total  amount due to the Issuer  hereunder  is the amount
         referred to in Section 11.4 of this Agreement (the "Purchase Price").

                  1.1.2 The  maximum  number  of shares  that may be sold to all
         Subscribers is 1,500,000 shares (the "Maximum  Shares") and there is no
         minimum  number of shares that must be sold.  The Maximum Shares may be
         amended  by the  Issuer at any  time,  in its sole  discretion  without
         limitation.  The  Subscriber  acknowledges  that the Issuer has entered
         into or may enter into agreements  similar to this Agreement with other
         persons in respect of the sale of Common  Stock in addition to the sale
         of the Maximum Shares described in this Agreement. Subscriber agrees to
         pay to the Issuer the Purchase Price pursuant to the  instructions  set
         forth in  Section 6 hereto.  The  Issuer may choose to issue the Common
         Stock  subscribed  to  hereunder at any time after the Common Stock has
         been subscribed,  until the Issuer closes the offering.  The Issuer may
         accept any  subscription  in whole or in part.  To the extent  that any
         subscription is not accepted by the Issuer,  the Issuer shall cause any
         related  escrowed  funds to be  promptly  returned  to the  Subscriber,
         without interest.  The obligations  assumed by the Subscriber by virtue
         of this  Agreement  shall remain in force until the earlier to occur of
         (i) the  issuance  of the  Common  Stock  or  (ii)  the  Closing  Date.
         Notwithstanding  the  foregoing,  all  representations,  warranties and
         covenants of the  Subscriber  herein shall  survive the Issuance of the
         Common Stock or the Closing Date.

         1.2 CLOSING. The closing of the sale of the Common Stock hereunder will
occur upon  satisfaction  of all  conditions  described in this Agreement and is
contingent  upon the closing of the  Agreement and Plan of  Reorganization  (the
"Reorganization  Agreement")  among the Issuer, a wholly owned subsidiary of the
Issuer, and HiEnergy Microdevices,  Inc.  ("HiEnergy"),  a Delaware corporation,
(the "Closing Date"). If the

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Closing Date does not occur on or before March 31,  2002,  unless  extended to a
later date by the  Issuer  pursuant  to the  written  consent of the  Subscriber
delivered on or before March 31, 2002 to the Issuer,  the escrowed funds will be
promptly returned to the Subscriber,  without interest,  pursuant to an Order to
Release  Funds,  the form of which is attached  hereto as Exhibit B, executed by
the Subscriber and delivered to Ogden Murphy Wallace, PLLC pursuant to Section 6
of this Agreement.

2. USE OF PROCEEDS.

         The  proposed  use of  proceeds of the  Offering  will be for sales and
marketing,  working  capital,  general  corporate  purposes  and  to  facilitate
acquisitions. The Issuer may re-allocate the proceeds in its sole discretion.

3. REPRESENTATIONS AND WARRANTIES OF ISSUER.

         3.1 The Issuer  hereby  represents  and warrants to the  Subscriber  as
follows:

              3.1.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Issuer is
a corporation  duly organized,  validly  existing and in good standing under the
laws of the State of Washington.

              3.1.2  VALID  ISSUANCE OF COMMON  STOCK.  The Common  Stock,  when
issued and delivered in accordance  with the terms hereof for the  consideration
expressed  herein,  will be  validly  issued  and  outstanding,  fully  paid and
nonassessable.

              3.1.3  REPORTING  ISSUER.  The Issuer is subject to the  reporting
requirements of the Securities Exchange Act of 1934 (the "34 Act").

              3.1.4 NO MARKET CONDITIONING. The Issuer undertook no activity for
the  purpose  of, or that could  reasonably  be  expected to have the effect of,
conditioning  the market in the United States for the Common  Stock.  The Issuer
did not place any advertisements in any publication referring to the offering of
the Common Stock for sale.

4. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER.

         4.1 Subscriber hereby represents and warrants to Issuer as follows:

              4.1.1 AUTHORITY OF SUBSCRIBER.  The Subscriber,  if a corporation,
partnership,  trust, or any other entity than a natural person,  represents that
the  subscription  of the Common Stock  referred to in this  Agreement  does not
contravene  its  charter or other  organizational  documents  or the laws of the
country, state or province of its incorporation, formation or organization or of
any other relevant jurisdiction.  The Subscriber also represents that it has the
necessary authorizations to that effect.

              4.1.2 INVESTMENT EXPERIENCE. The Subscriber has such knowledge and
experience  in financial  and business  matters that it is capable of evaluating
the merits and risks of the  prospective  investment in the Common Stock,  which
are  substantial  and has in fact  evaluated such merits and risks in making its
investment decision to purchase the Common

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Stock. The Subscriber,  by virtue of its business and financial  expertise,  has
the capacity to protect its own interest in connection with this transaction, or
has  consulted  with  tax,  financial,  legal  or  business  advisors  as to the
appropriateness  of an investment in the Common Stock.  The  Subscriber  has not
been  organized for the purpose of investing in the Common Stock,  although such
investment is consistent with its purposes.

                  4.1.3   ACCESS  TO   INFORMATION.   The   Subscriber   or  its
professional advisor has been granted the opportunity to conduct a full and fair
examination of the records,  documents and files of the Issuer, to ask questions
of and  receive  answers  from  representatives  of the  Issuer,  its  officers,
directors,  employees  and agents  concerning  the terms and  conditions of this
offering,  the  Issuer  and  its  business  and  prospects,  and to  obtain  any
additional  information  which the Subscriber or its professional  advisor deems
necessary to verify the accuracy of the information received. Subscriber further
represents  that it has had an opportunity to ask questions and receive  answers
from the Issuer  regarding the terms and  conditions  of the  offering,  and any
information  so  requested  has been  made  available  to the full and  complete
satisfaction  of the  Subscriber.  The  Subscriber  hereby  confirms that it has
received and examined all material information it considers necessary to make an
informed  decision to invest in the Common Stock. The Subscriber hereby confirms
that, in addition to examining other  information it requested during the course
of its due diligence,  it has examined all of the Issuer's filings under the `34
Act, including its financial statements,  and the Company's Confidential Private
Placement Memorandum.

              4.1.4  ACCREDITED  INVESTOR.  The Subscriber is (check  applicable
box):

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

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

                  (c) [ ] an investment  company registered under the Investment
         Issuer  Act of 1940 or a  business  development  company  as defined in
         Section 2(a)(48) of that act.

                  (d) [ ] a Small  Business  Investment  Issuer  licensed by the
         U.S. Small Business  Administration under Section 30 1(c) or (d) of the
         Small Business Investment Act of 1958.

                  (e) [ ] a plan  established  and  maintained  by a state,  its
         political  subdivisions or any agency or  instrumentality of a state or
         its political  subdivisions  for the benefit of its employees,  if such
         plan has total assets in excess of $5,000,000.





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                  (f) [ ] an employee benefit plan within the meaning of Title 1
         of the  Employee  Retirement  Income  Security  Act of  1974,  and  the
         investment decision is made by a plan fiduciary,  as defined in Section
         3(21)  of  such  Act,  which  is  either  a  bank,   savings  and  loan
         association,  insurance company or registered investment advisor, or an
         employee  benefit plan having total assets in excess of $5,000,000  or,
         if a  self-directed  plan,  with  investment  decisions  made solely by
         persons who are Accredited Investors.

                  (g) [ ] a private business  development  company as defined in
         Section 202(a)(22) of the investment Advisors Act of 1940.

                  (h) [ ] an organization  described in Section 501(c)(3) of the
         Internal Revenue Code of 1986, a corporation,  Massachusetts or similar
         business trust, or a partnership not formed for the specific purpose of
         acquiring the Common Stock, with total assets in excess of $5,000,000.

                  (i) [ ] any trust  with total  assets in excess of  $5,000,000
         not formed for the  specific  purpose of  acquiring  the Common  Stock,
         whose  purchase  is  directed  by a  sophisticated  person who has such
         knowledge and  experience in financial and business  matters that he is
         capable  of  evaluating  the  merits  and  risks  of  the   prospective
         investment.

                  (j) [ ] a broker or dealer  registered  pursuant to Section 15
         of the Securities Exchange Act of 1934, as amended.

                  (k) [ ] an individual (See Section 4.15(a) below)

                  (1) [ ] none of the above (See Section 4.15(b) below)



                  4.1.5(a)  INDIVIDUAL  SUBSCRIBER.  If  the  Subscriber  is  an
         individual, then the Subscriber (check an applicable box):

                           [ ] is  a  director,  executive  officer  or  general
                  partner  of the issuer of the Common  Stock  being  offered or
                  sold or a director,  executive officer or general partner of a
                  general partner of that issuer.

                           [ ] has an individual  net worth,  or joint net worth
                  with  that  person's  spouse,  at the  time  of  his  purchase
                  exceeding $1,000,000.

                           [ ] had an individual income in excess of $200,000 in
                  each of the two most  recent  years or joint  income with that
                  person's spouse in excess of





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                  $300,000  in  each  of  those  years  and  has  a   reasonable
                  expectation  of reaching  the same income level in the current
                  year.

                           [ ]      none of the above.

                                    --------

                                    (Initial)

                  4.1.5(b)  If the  Subscriber  checked the box for "none of the
above",  then the  Subscriber  is an  entity  each  equity  owner of which is an
individual  who could  check one of the first  three  boxes in section  4.1.5(a)
above.

                                    --------

                                    (Initial)



                  4.1.5(c). CITIZENSHIP OF SUBSCRIBER.

                           [ ]      The Subscriber resides in the United States.

                           [ ]      The  Subscriber  resides  outside the United
                                    States and the following applies:

                                    o        neither  the   Subscriber  nor  its
                                             beneficial owner[s],  as determined
                                             pursuant  to Rule  13d-3  under the
                                             `34  Act,  was  a  citizen  of  the
                                             United   States   at  the  time  it
                                             received  the offer to purchase the
                                             Common Stock,  or at the closing of
                                             the purchase of the Common Stock;

                                    o        the   Subscriber  was  not  in  the
                                             United  States  at the time its buy
                                             order was originated; and

                                    o        the  Subscriber did not acquire the
                                             Common  Stock  for the  account  or
                                             benefit of any U.S. person.

                                    --------

                                    (Initial)



              4.1.6 NO DISTRIBUTOR,  DEALER OR UNDERWRITER.  Subscriber is not a
distributor  or dealer of the Common Stock.  Subscriber is not taking the Common
Stock with the intent to make a distribution  of the Common Stock, as such terms
are defined in the Act and the `34 Act. In any event, if Subscriber is deemed to
be the  distributor of the Common Stock offered  hereby,  Subscriber will act in
accordance with applicable law.

              4.1.7  INVESTMENT  INTENT.  The Subscriber is acquiring the Common
Stock for its own account and for investment purposes and not for sale or with a
view to distribution of all or

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any part of such  Common  Stock  and has no  present  plans  to  enter  into any
contract, undertaking, agreement or arrangement for such resale or distribution.

                  4.1.8  NO  IMMEDIATE  NEED  FOR   LIQUIDITY.   The  Subscriber
understands that the Common Stock is a "restricted  security" within the meaning
of the Act, and  certificates  representing  the Common Stock are legended  with
certain  restrictions on the resale of the Common Stock and the Common Stock may
not be resold  without a valid  exemption  from  registration  under the Act, or
until a  registration  statement  is filed with respect  thereto  under the Act.
There can be no assurance that upon registration of the Common Stock pursuant to
the Act,  that a market for the Common Stock will exist on an exchange or market
or quotation system.  Accordingly,  the Subscriber is aware that there are legal
and  practical  limits on the  Subscriber's  ability  to sell or  dispose of the
Common Stock, and,  therefore that the Subscriber must bear the economic risk of
the  investment  for an indefinite  period of time.  The Subscriber has adequate
means of providing  for the  Subscriber's  current  needs and possible  personal
contingencies  and has need for only limited  liquidity of this investment.  The
Subscriber's commitment to illiquid investments is reasonable in relation to the
Subscriber's  net worth. The Subscriber is capable of bearing the high degree of
economic risks and burdens of this investment,  including but not limited to the
possibility  of complete  loss of all its  investment  capital and the lack of a
liquid market,  such that it may not be able to liquidate readily the investment
whenever desired or at the then current asking price.

                  4.1.9 EXEMPT SUBSCRIPTION. The Subscriber understands that the
Common Stock is being offered and sold in reliance on specific  exemptions  from
the  registration  requirements  of U.S.  federal  and  state  law and  that the
representations,  warranties, agreements, acknowledgments and understandings set
forth  herein  are  being  relied  upon  by  the  Issuer  in   determining   the
applicability  of such  exemptions  and the  suitability  of the  Subscriber  to
acquire such Common Stock.

                  4.1.10  AUTHORITY OF SIGNATORY.  The Subscriber has full power
and  authority to execute and deliver  this  Agreement  and each other  document
included herein as an exhibit to this Agreement for which signature is required,
and the person executing this Agreement on behalf of the subscribing individual,
partnership, trust, estate, corporation or other entity executing this Agreement
is a duly authorized signatory.  If the signatory of this Agreement on behalf of
the Subscriber is not the Subscriber or an authorized  officer or partner of the
Subscriber,  the  signatory  represents  and  warrants  to the  Issuer  that the
signatory is a professional  fiduciary of the  Subscriber,  acting solely in its
capacity as holder of such account, as a fiduciary, executor or trustee.

                  4.1.11.  PRIVATE  TRANSACTION.  At no time was the  Subscriber
presented  with  or  solicited  by  any  leaflet,  public  promotional  meeting,
circular,  newspaper or magazine article,  radio or television  advertisement or
any other form of general advertising.

                  4.1.12  RELIANCE ON OWN ADVISORS.  The  Subscriber  has relied
completely  on the advice  of, or has  consulted  with,  its own  personal  tax,
investment,  legal or other  advisors and has not relied on the Issuer or any of
its affiliates, officers, directors, attorneys, accountants or any

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affiliates  of any thereof  and each other  person,  if any,  who  controls  any
thereof,  within the meaning of Section 15 of the Act, except to the extent such
advisors shall be deemed to be as such.

5. COVENANTS AND ACKNOWLEDGMENTS OF SUBSCRIBER.

         5.1 COVENANTS OF SUBSCRIBER.  The  Subscriber  shall not make any sale,
transfer or other disposition of the Common Stock in violation of the Act or the
`34 Act, or any other  applicable  securities laws, or the rules and regulations
of the U.S.  Securities and Exchange Commission (the "SEC") or of any securities
authority of any jurisdiction in which the sale,  transfer or disposition of all
or any portion of the Common  Stock unless and until (i) there is then in effect
a Registration  Statement under the Act covering such proposed sale, transfer or
disposition and such  disposition is made in accordance  with such  Registration
Statement; or (ii) the sale, transfer or disposition is made pursuant to a valid
exemption  from  the  registration  and  prospectus  delivery   requirements  of
applicable securities laws.

         5.2  ACKNOWLEDGMENTS  OF SUBSCRIBER.  The Subscriber  acknowledges  and
understands as follows:

                  5.2.1  SOLE   BASIS  OF   DECISION   TO   INVEST.   Subscriber
acknowledges  that its  decision  to  invest  in SLW is  solely  based  upon the
Confidential  Private Placement  Memorandum,  the exhibits attached thereto, and
any other  materials  that SLW or HiEnergy  have  provided to the  Subscriber IN
WRITING  but that  their  decision  to invest is not  based  upon the  financial
statements, either audited or unaudited, of HiEnergy.

                  5.2.2 RISKS OF  INVESTMENT.  The  Subscriber  recognizes  that
investment in the Issuer involves certain risks, including the potential loss of
the Subscriber's investment herein, and the Subscriber has taken full cognizance
of and understands all of the risk factors related to the purchase of the Common
Stock. The Subscriber or its  representative has received and carefully examined
and has  understood  the risk  factors  described  herein  and set  forth in the
Business Plan. The Subscriber  recognizes that any documentation on the business
of the Issuer and Urbanesq  provided to the  Subscriber,  including the Business
Plan, do not purport to contain all the information  which would be contained in
a registration statement under the Act.

                  5.2.3 NO  GOVERNMENT  APPROVAL.  No federal or state agency or
any other  government  authority  has passed  upon the Common  Stock or made any
finding or determination as to the fairness of this transaction.

                  5.2.4 PRICE.  The Price of the Common Stock was  determined by
the Issuer  and bears no  relationship  to the  Issuer's  assets,  book value or
results of operation.

                  5.2.5 NO  REGISTRATION.  The  Common  Stock and any  component
thereof  has not been  registered  under the Act or any  securities  laws of any
other jurisdiction by reason of exemptions from the registration requirements of
the Act and such  laws,  and may not be sold,  pledged,  assigned  or  otherwise
disposed of in the absence of an effective registration statement

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for the  Common  Stock  and any  component  thereof  under  the Act or unless an
exemption from such registration is available.

                  5.2.6 NO ASSURANCES OF REGISTRATION.  There can be no absolute
assurance  that any  registration  statement  will be filed with  respect to the
Common Stock or the Common Stock underlying the Common Stock, or if filed,  that
such  registration  statement  will  become  effective.   Therefore,  unless  an
exemption from the registration  requirements under applicable law is available,
the  Subscriber  may be required to bear the economic  risk of the  Subscriber's
investment for an indefinite period of time.

                  5.2.7 LEGENDS. The certificates  representing the Common Stock
shall bear the following legend:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  WITH THE U.S.  SECURITIES AND EXCHANGE  COMMISSION
                  UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
                  OR ANY OTHER SECURITIES AUTHORITIES. THEY WERE ISSUED PURSUANT
                  TO  AN   EXEMPTION   FROM   REGISTRATION   UNDER   REGULATIONS
                  PROMULGATED UNDER THE ACT. THEY MAY NOT BE SOLD OR TRANSFERRED
                  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT OR AN
                  EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES
                  LAWS.

The  Issuer  may in its  sole  discretion  place  a  "Blue  Sky"  legend  on the
certificates  in accordance  with U.S. State  securities  laws or as required by
applicable securities laws.

6. RESALES OF THE COMMON STOCK

         Issuer and Subscriber  agree that Issuer,  through its transfer  agent,
shall refuse to register any transfer or attempted  transfer of the Common Stock
not made in  accordance  with the  provisions  of  Regulation  S under  the Act,
pursuant to  registration  under the Act, or pursuant to an available  exemption
from  registration.  The  Subscriber  agrees to resell the Common  Stock only in
accordance  with the  provisions  of  Regulation  S under the Act,  pursuant  to
registration  under  the  Act,  or  pursuant  to  an  available  exemption  from
registration;  and agrees not to engage in hedging  transactions  with regard to
the Common Stock unless in compliance with the Act.

7. REGISTRATION RIGHTS

         The Subscriber shall have such  registration  rights as are provided in
the  Registration  Rights  Agreement,  attached  hereto as  Exhibit  A, which is
subject to the execution  and Closing of this  Agreement and the issuance of the
Common Stock to the Subscriber.





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8. GENERAL RELEASE

         8.1 Except for a claim for a breach of this Subscription  Agreement and
the  Registration  Rights  Agreement,  the  Subscriber  hereby fully and forever
releases the Issuer (including its agents,  employees,  successors and assigns),
waives and acknowledges settlement,  satisfaction and receipt in full of (i) any
and all sums that may be payable to the  Subscriber by the Issuer;  and (ii) any
and all past, present and future claims, demands,  rights, causes of action, and
compensation  of every kind and nature  arising  from,  but not  limited to, any
contracts,  agreements,  or  instruments,  claims  for  violation  or  breach of
contract;  promissory  estoppel;  breach of fiduciary duty;  fraud;  negligence;
defamation;  violation  of any  public  policy;  claims for  personal  injuries;
emotional  or  mental  distress  of any kind or nature  whatsoever;  harassment;
violation of any federal or state law or regulation; or otherwise; whether known
or  unknown,  anticipated  or  unanticipated,   direct  or  indirect,  fixed  or
contingent,  including  without  limitation,  any and  all  claims  and  damages
relating to or arising out of any aspect of the litigation (including attorneys'
fees and litigation costs), whether asserted or unasserted.

         8.2 The Subscriber hereby agrees to be responsible for all of its taxes
arising out of this  transaction,  including  any taxes from the issuance of the
Common Stock of the Issuer.  If the Issuer has any  obligation to withhold taxes
on behalf of the Subscriber, the Subscriber agrees to pay the taxes or indemnify
and reimburse the Issuer for any moneys paid on the  Subscriber's  behalf by the
Issuer. If the Subscriber fails to pay the taxes owed, or indemnify or reimburse
the Issuer for any liability  resulting  from such  failure,  the Issuer has the
power to stop the transfer of its Common Stock to the  Subscriber  or to reclaim
the  Common  Stock  from  the  Subscriber  to  satisfy  the tax  liability.  The
Subscriber  hereby  expressly  appoints  the  President  of  the  Issuer  or its
successor as its attorney for purposes of enforcing  this  provision,  with full
power of substitution in the premises.



9. APPLICABLE LAW AND JURISDICTION

         9.1 This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of  Washington,  without  regard to  conflicts of law
principles.

         9.2 In the event of any dispute, controversy,  claim or difference that
should  arise  between the parties out of or relating to or in  connection  with
this Agreement or the breach thereof,  the parties shall endeavor to settle such
conflicts  amicably among  themselves.  Should they fail to do so, the matter in
dispute shall be settled by  arbitration in Seattle,  Washington,  in accordance
with the rules of the American Arbitration Association. Any award or judgment of
the  arbitrators  shall  be  final  and  binding  on the  parties  and  shall be
enforceable in any court of competent  jurisdiction.  All reasonable  attorneys'
fees  incurred  by the  prevailing  party  in  the  resolution  of any  dispute,
controversy, claim or difference hereunder shall be borne by the losing party.



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10. NOTICES.

All communications  between the parties under the Agreement shall be sent, if to
the Issuer, to:

                                    SLW Enterprises Inc.
                                    4015 Palm-Aire Drive West, #1002
                                    Pompano Beach, FL 33069
                                    Attn: Rheal Cote
                                    Phone: 954.973.1920
                                    Fax: 954.973.9650

         with a copy to:            Ogden Murphy Wallace P.L.L.C.
         (which shall not           1601 Fifth Avenue, Suite 2100
         constitute notice)         Seattle, WA 98101
                                    Attn: James L. Vandeberg
                                    Phone: (206) 447-7000
                                    Fax: (206) 447-0215

and to the address indicated on the signature page hereto, if to the Subscriber.
No change of address shall be valid unless it is  communicated in writing to the
other party with at least five business days notice.

11. SUBSCRIPTION INFORMATION.

         11.1  IRREVOCABLE  SUBSCRIPTION.  Subscriber  hereby  acknowledges  and
agrees that this Agreement is irrevocable and that,  except as provided  herein,
Subscriber is not entitled to cancel,  terminate or revoke this  Agreement,  and
this Agreement shall survive the death or disability of the Subscriber and shall
be binding upon and inure to the benefit of the Subscriber and the  Subscriber's
respective heirs, executors,  administrators,  successors, legal representatives
and assigns.

         11.2 ISSUER'S  RIGHT TO ACCEPT IN PART OR TO REJECT  SUBSCRIPTION.  The
Subscriber hereby confirms that the Issuer has full right in its sole discretion
to accept or reject the  subscription  of the  Subscriber,  in whole or in part,
provided  that, if the Issuer  decides to reject such  subscription,  the Issuer
must do so promptly and in writing.  In the case of a rejection or an acceptance
in part,  any  payments  will be promptly  returned  (without  interest)  to the
Subscriber.

         11.3  ACCEPTANCE  OF  SUBSCRIPTION.  In the case of  acceptance  of the
Subscriber's  subscription by the Issuer, but not before the Closing Date and in
no event later than 15 days  following the Closing  Date,  unless such period is
extended with the consent of the Subscriber,  the Common Stock subscribed for in
accordance with this Agreement will be issued to the Subscriber.



                 SLW Enterprises Inc. -- Subscription Agreement

                                     Page 10
<PAGE>


         11.4 NUMBER OF SHARES SUBSCRIBED FOR AND PURCHASE PRICE. The Subscriber
hereby  subscribes for _________  shares of Common Stock for an aggregate  total
amount of US$__________

         11.5  SUBSCRIPTION.  The  Subscriber  must do the following in order to
subscribe:

                  (a)  completing and executing this Agreement and delivering it
to SLW Enterprises Inc., Attn: Barry Alter, 488 Melrose Ave.,  Toronto,  Ontario
M5M2A2, CANADA;

                  (b)  executing the  Registration  Rights  Agreement,  attached
hereto as Exhibit A, and  delivering it to SLW  Enterprises  Inc.,  Attn:  Barry
Alter, 488 Melrose Ave., Toronto, Ontario M5M2A2, CANADA;

                  (c)  delivering the Purchase  Price,  as designated in Section
11.4 herein,  to Ogden Murphy Wallace,  PLLC pursuant to Section 11.6 hereof and
the Wire Transfer Instructions attached hereto as Exhibit D;

                  (d) delivering a DATED and executed Order to Release Funds, in
the form  attached  hereto as Exhibit B, to Ogden Murphy  Wallace,  PLLC at 1601
Fifth Avenue, Suite 2100, Seattle, WA 98101; and

                  (e) delivering an UNDATED and executed Order to Release Funds,
in the form attached hereto as Exhibit C, to SLW Enterprises  Inc.,  Attn: Barry
Alter, 488 Melrose Ave., Toronto, Ontario M5M2A2, CANADA.

         11.6 METHOD OF PAYMENT.  Payment of the  Purchase  Price may be made in
cash, by wire transfer or by check (subject to collection), bank draft or postal
or express money order payable in United States dollars to Ogden Murphy Wallace,
PLLC. Wire Transfer  Instructions for wiring funds to Ogden Murphy Wallace, PLLC
are attached hereto as Exhibit D.

         11.7 RELEASE OF FUNDS.  The funds from the Subscriber will be placed in
a separate  non-interest  bearing IOLTA escrow  account and held there until the
earlier of: (i) the Closing  Date;  or (ii) the date  specified  in the executed
Order  to  Release  Funds  delivered  to  Ogden  Murphy  Wallace,  PLLC  by  the
Subscriber, the form of which is attached hereto as Exhibit B.

                  11.7.1 ON THE CLOSING  DATE.  If the Closing Date occurs on or
before March 31, 2002,  Odgen Murphy  Wallace,  PLLC shall disburse the escrowed
funds to the Issuer upon  receiving from the Issuer an executed Order to Release
Funds,  which UNDATED and executed Order is to be delivered to the Issuer by the
Subscriber pursuant to Section 11.5(e) hereof.

                  11.7.2 ON MARCH 31,  2002.  If the Closing Date does not occur
on or before  March 31,  2002,  unless  extended  to a later  date by the Issuer
pursuant to the written  consent of the Subscriber  delivered on or before March
31, 2002 to the Issuer,  Odgen Murphy Wallace,  PLLC shall disburse the escrowed
funds to the Subscriber pursuant to the Order to Release Funds received from the
Subscriber pursuant to Section 11.5(d) hereof.

                 SLW Enterprises Inc. -- Subscription Agreement

                                     Page 11
<PAGE>


                       INDIVIDUAL INVESTOR SIGNATURE PAGE

         IN WITNESS  WHEREOF,  the  undersigned  Subscriber  does  represent and
certify  under  penalty of perjury that the  foregoing  statements  are true and
correct and that by the following  signature(s)  executed this  Agreement on the
date marked below.



------------------                     -------------------------
Signature                              Signature (if purchasing jointly)

------------------                     -------------------------
Name Typed or Printed                  Name Typed or Printed

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

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

-----------------                      -------------------------
Telephone                              Telephone

------------------                     -------------------------
Facsimile                              Facsimile

------------------                     -------------------------
Tax ID# or Social Security #           Tax ID# or Social Security #



Name in which securities should be issued: __________________________
(Note:  Securities  will  not be  issued  in a name  other  than the name of the
Subscriber  unless the Issuer  receives  satisfactory  evidence that  beneficial
ownership would not change.)

Dated:   ____________, 2002

ISSUER USE ONLY:

         This Subscription Agreement is agreed to and accepted [ ] IN FULL or to
the extent of __________ shares of Common Stock as of __________, 2002.



                                            SLW ENTERPRISES INC.

                                            By: ________________________________

                                            Name: ______________________________

                                            Title: _____________________________





                 SLW Enterprises Inc. -- Subscription Agreement

                                     Page 12
<PAGE>

                     NON-INDIVIDUAL INVESTOR SIGNATURE PAGE

         IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Subscription
Agreement as of the day and year marked below.

--------------------                                ---------------------
Name of Subscriber                                  Number of Owners

--------------------                                ---------------------
Jurisdiction of Formation                           Date of Formation

--------------------                                ----------------------
Address                                             Tax ID# of Subscriber

--------------------                                ----------------------
Telephone                                           Facsimile

--------------------
Signature

-------------------------------
Name (Typed or Printed) of Individual
Signing on Behalf of Institution

-------------------------------
Position or Title


Name in which securities should be issued: ___________________________________
(Note:  Securities  will  not be  issued  in a name  other  than the name of the
Subscriber  unless the Issuer  receives  satisfactory  evidence that  beneficial
ownership would not change.)

Dated: ______________, 2002

ISSUER USE ONLY:

         This Subscription Agreement is agreed to and accepted [ ] IN FULL or to
the extent of __________ shares of Common Stock as of __________, 2002.

                                            SLW ENTERPRISES INC.

                                            By: ________________________________

                                            Name: ______________________________

                                            Title: _____________________________



                 SLW Enterprises Inc. -- Subscription Agreement

                                     Page 13


<PAGE>

                            CERTIFICATE OF SIGNATORY

   (To be completed if the Common Stock is being subscribed for by an entity)

I, ____________________________________, am the ___________________(position)

of ______________________________________________________________(the "Entity").



         I certify  that I am  empowered  and duly  authorized  by the Entity to
execute and carry out the terms of the  Subscription  Agreement  and to purchase
and hold the Common Stock and certify  further that the  Subscription  Agreement
has been duly and  validly  executed on behalf of the Entity and  constitutes  a
legal and binding obligation of the Entity.

         IN WITNESS  WHEREOF,  I have set my hand this  _____ day of  _________,
2002.



                          ----------------------------------------------
                          (Signature)

                          Name (Printed): ______________________________

                          Title: _______________________________________







                 SLW Enterprises Inc. -- Subscription Agreement

                                     Page 14