---

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.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE<>[insert
date that is four months and 1 day from closing], 2008.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR
OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL<>[insert date that is four months and 1 day from closing], 2008.

CONFIDENTIALPRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT

|TO: | CounterPath Corporation(the Company)                 
|--- | -------------------------------------------------------
|    | Suite 300, One Bentall Centre,
      505 Burrard Street
|    | Vancouver, British Columbia,
      Canada V7X 1M3      

PURCHASE OF UNITS

**1.**                   
**Subscription**

1.1                  
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the undersigned (the Subscriber) hereby
irrevocably subscribes for and agrees to purchase units (the Units) at a price
of CDN$1.54 per Unit (such subscription and agreement to purchase being the
Subscription), for an aggregate purchase price of CDN$150,000 (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                  
Each Unit will consist of one common share in the capital of the Company (each,
a Share) and one-half (1/2) of one common share
purchase warrant (each, a Warrant) subject to adjustment. Each whole Warrant
shall be non-transferable. Each Warrant shall entitle the holder thereof to
purchase one common share in the capital of the Company (each, a Warrant
Share), as presently constituted, for a period of two years commencing from the
Closing Date (defined herein) at an exercise price of $2.25 per Warrant Share.
The Shares, Warrants and Warrant Shares are referred to herein as the
Securities.

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- 2 -

1.3                  
The Company hereby 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 Units. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company.

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

**2.**                   
**Payment**

2.1                  
The Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a Canadian chartered bank, and made
payable and delivered to the Company. Alternatively, the Subscription Proceeds
may be wired to the Company or its lawyers pursuant to wiring instructions that
will be provided to the Subscriber upon request. If the funds are wired to the
Companys lawyers, the Subscriber authorizes such lawyers to immediately deliver
the funds to the Company upon receipt of the funds from the Subscriber.

2.2                  
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the event that this Subscription
Agreement is not accepted by the Company for whatever reason, which the Company
expressly reserves the right to do, at any time before September 15, 2008, this
Subscription Agreement, the Subscription Proceeds (without interest thereon) and
any other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement.

**3.**                   
**Documents Required from Subscriber**

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

| | (a) | two (2) executed copies of this Subscription
      Agreement;                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                  
| | (b) | if the Subscriber is investing less than CDN$150,000, an
      Investor Questionnaire (the Questionnaire) attached as Exhibit A hereto;
      and                                                                                              
| |     |                                                                                                                                                                                                                                                  
| | (c) | if the Subscriber is not an individual and does not have
      a current Corporate Placee Registration Form on file with the TSX Venture
      Exchange (the TSX-V), the Corporate Placee Registration Form attached as
      Exhibit B hereto.

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

**4.**                   
**Conditions and Closing**

4.1                  
Closing of the offering of the Units (the Closing) shall occur on or before
September 15, 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 and the Warrants to such subscriber(s) against payment therefor at
any time on or prior to the Closing Date.

4.2                  
The Subscriber acknowledges that the certificates representing the Shares and
the Warrants will be available for delivery upon Closing provided that the
Subscriber has satisfied the requirements of Section 3 hereof and the Company
has accepted this Subscription Agreement.

**5.**                   
**Acknowledgements and Agreements of Subscriber**

5.1                  
The Subscriber acknowledges and agrees that:

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- 3 -

| | (a) | none of the Securities have been or will be registered
      under the 1933 Act, or under any state securities or blue sky laws of
      any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, as that term is defined in Regulation S under the 1933 Act
      (Regulation S), except in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state and provincial securities laws;                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act or any other securities legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | by completing the Questionnaire, if applicable, the
      Subscriber is representing and warranting that the Subscriber satisfies
      one of the categories of registration and prospectus exemptions provided
      in National Instrument 45-106 (NI 45-106) adopted by the British
      Columbia Securities Commission (the BCSC);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the decision to execute this Subscription Agreement and
      acquire the Securities agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based entirely upon a review
      of any public information which has been filed by the Company with the
      Securities and Exchange Commission (SEC) in compliance, or intended
      compliance, with applicable securities legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | 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 distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, the Subscribers lawyer
      and/or advisor(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Subscription Agreement
      and the Questionnaire 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its 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 in this Subscription Agreement, the Questionnaire
      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;

---

- 4 -

| | (j) | the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with any other applicable securities
      laws;                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (k) | the Subscriber has been advised to consult the
      Subscribers own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (l) | in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscribers
      ability to resell in Canada any of the Securities under the Securities Act
      (British Columbia) (the B.C. Act) and Multilateral Instrument 45-102
      adopted by the BCSC;                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (m) | the Subscriber consents to the placement of a legend on
      any certificate or other document evidencing any of the Securities to the
      effect that such securities have not been registered under the US
      Securities Act or any state securities or blue sky laws and setting
      forth or referring to the restrictions on transferability and sale thereof
      contained in this Subscription Agreement such legend to be substantially
      as follows:

> 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.
>         UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
>           HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE <>
>           [insert date that is four months and 1 day from closing], 2008.
>         WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
>           AND COMPLIANCE WITH ALL APPLICABLE SECURITIES

---

- 5 -

> LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
>           MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
>           THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA
>           OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL <> [insert
>           date that is four months and 1 day from closing], 2008.

| | (n) | the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to issue the Units and, as a consequence of acquiring
      the Units pursuant to such exemption certain protections, rights and
      remedies provided by the applicable securities legislation of British
      Columbia including statutory rights of rescission or damages, will not be
      available to the Subscriber;                                                                                                                                                                                                                                                                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (o) | neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of any
      of the Securities and no documents in connection with the sale of the
      Securities hereunder have been reviewed by the SEC or any state securities
      administrators;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (p) | there is no government or other insurance covering any of
      the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (q) | the Company will refuse to register the transfer any of
      the Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in each case in accordance with applicable securities
      laws;                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (r) | the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any directed selling efforts
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the 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 securities laws or
      under an exemption from such registration requirements and as otherwise
      provided herein;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (s) | the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (t) | 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 and the Subscriber is
      not acquiring the Securities for the account or benefit of, directly or
      indirectly, any U.S. Person; 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                            
| | (b) | 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;

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- 6 -

| | (c) | the Subscriber:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | it 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 corporate entity, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Subscription Agreement on behalf of the Subscriber;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | 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 the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | the Subscriber has received and carefully read this
      Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscribers decision to invest in the Securities and the
  Company;                                                                                                                                                       

---

- 7 -

| | (j) | the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (k) | the Subscriber (i) is able to fend for him/her/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 Securities; and (iii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (l) | the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement
      and the Questionnaire and agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached, the Subscriber shall promptly notify the Company;                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (m) | the Subscriber is purchasing the Securities 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
      Securities in the United States or to U.S. Persons;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (n) | the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (o) | the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of the period
      specified in Regulation S (such period hereinafter referred to as the
      Distribution Compliance Period) shall only be made in compliance with
      the safe harbor provisions set forth in Regulation S, pursuant to the
      registration provisions of the 1933 Act or an exemption therefrom, and
      that all offers and sales after the Distribution Compliance Period shall
      be made only in compliance with the registration provisions of the 1933
      Act or an exemption therefrom and in each case only in accordance with
      applicable state and provincial securities laws;                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (p) | the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (q) | the Subscriber acknowledges that it has not acquired the
      Securities as a result of, and will not itself engage in, any directed
      selling efforts (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (r) | the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (s) | the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities as a result of any
      form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising;                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (t) | no person has made to the Subscriber any written or oral
      representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

- 8 -

| | (i)   | that any person will resell or repurchase any of the
      Securities;                                                                                                                                                                                                                                   
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                          
| | (ii)  | that any person will refund the purchase price of any of
      the Securities;                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                          
| | (iii) | as to the future price or value of any of the Securities;
      or                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                          
| | (iv)  | that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system;
    and

| | (u) | the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscribers Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                 

6.2                  
In this Subscription Agreement, the term U.S. Person shall have the meaning
ascribed thereto in Regulation S promulgated under the 1933 Act and for the
purpose of the Subscription Agreement includes any person in the United States.

**7.**                   
**Present Ownership of Securities**

7.1                  
The Subscriber either [check appropriate box]:

| | [   ] | does not own directly or indirectly, or exercise control
      or direction over, any common shares of the Company (Common
      Shares) or securities convertible into Common Shares; or                                                    
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                
| | [   ] | owns directly or indirectly, or exercises control or
      direction over, ___________________ Common Shares and convertible
      securities entitling the holder thereof to acquire an additional
      ______________________ Common Shares.

**8.**                   
**Insider Status**

8.1                  
The Subscriber either [check appropriate box]:

| | [   ] | is an Insider of the Company as defined in the
      Securities Act(British Columbia), namely: Insider
  means:
| | ----- | -------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                    
| |       | (i)                                                                                                                
| |       |                                                                                                                    
| |       | (ii)                                                                                                               
| |       |                                                                                                                    
| |       | (iii)                                                                                                              
| |       |                                                                                                                    
| |       |                                                                                                                    
| |       |                                                                                                                    
| |       |                                                                                                                    

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- 9 -

| | C. | a combination of direct or indirect beneficial ownership
      of and of control or direction over
| | -- | --------------------------------------------------------------------------------------------------

| |      | securities of the Company carrying more than 10% of the
      voting rights attached to all the Companys outstanding voting securities,
      excluding, for the purpose of the calculation of the percentage held, any
      securities held by the person as underwriter in the course of a
      distribution; or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                      
| | (iv) | the Company itself, if it has purchased, redeemed or
      otherwise acquired any securities of its own issue, for so long as it
      continues to hold those securities; or                                                                                                                                        

| | [   ] | is not an Insider of the Company.
| | ----- | ---------------------------------

**9.**                   
**Member of Pro Group**

9.1            
      The Subscriber either [check appropriate
box]:

| | [   ] | is a Member of the Pro Group as defined in the Rules of
      the TSX-V, namely: Pro Group means:
| | ----- | -----------------------------------------------------------------------------------------------------
| |       |                                                                                                      
| |       | (i)                                                                                                  
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       | (ii)                                                                                                 
| |       |                                                                                                      
| |       | (iii)                                                                                                
| |       |                                                                                                      
| |       | (iv)                                                                                                 
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      
| |       |                                                                                                      

---

- 10 -

| | [   ] | is not a member of the Pro Group.
| | ----- | ---------------------------------

**10.**                 
**Conditional upon TSX-V Acceptance.**

10.1                
Without limitation, this subscription and the transactions contemplated hereby
are conditional upon and subject to the Company receiving acceptance from the
TSX-V of the offering and the transactions contemplated hereby.

**11.**                 
**Representations and Warranties will be Relied Upon by the Company**

11.1                
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Company and its legal counsel in
determining the Subscribers eligibility to purchase the Securities under
applicable securities legislation, or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to purchase the Shares under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares and the Warrants
on the Closing Date, it will be representing and warranting that the
representations and warranties contained herein are true and correct as at the
Closing Date with the same force and effect as if they had been made by the
Subscriber on the Closing Date and that they will survive the purchase by the
Subscriber of the Securities and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Securities.

**12.**                 
**Piggyback Registration Rights**

12.1                
If the Company determines to proceed with the preparation and filing with the
SEC of a registration statement (the "Registration Statement") relating to an
offering for its own account or the account of others under the 1933 Act of any
of its common shares, other than on Form S-4 or Form S-8 (each as promulgated
under the 1933 Act) or its then equivalents relating to equity securities
issuable in connection with stock option or other employee benefit plans, the
Company shall send to the Subscriber written notice of such determination and,
if within thirty (30) days after receipt of such notice, the Subscriber shall so
request in writing, the Company will cause the registration under the 1933 Act
of the Shares and the Warrant Shares and (the "Registrable Securities"),
provided that if at any time after giving written notice of its intention to
register any of its common shares and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
common shares, the Company may, at its election, give written notice of such
determination to the Subscriber and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
the Registrable Securities in connection with such registration, and (ii) in the
case of a determination to delay registering, shall be permitted to delay
registering the Registrable Securities for the same period as the delay in
registering such other common shares. The Company shall include in such
registration statement all or any part of the Registrable Securities provided
however that the Company shall not be required to register any Shares that are
eligible for sale pursuant to Rule 144(k) of the 1933 Act. Notwithstanding any
other provision in this Section 12, if the Company receives a comment from the
SEC which effectively results in the Company having to reduce the number of
Registrable Securities included on such Registration Statement, then the Company
may, in its sole discretion, reduce on a pro rata basis the number of
Registrable Securities to be included in such Registration Statement.

12.2                
In connection with each Registration Statement, the Subscriber will furnish to
the Company in writing such information and representation letters with respect
to itself and the proposed distribution by it as reasonably shall be necessary
in order to assure compliance with federal and applicable state securities laws.
The Company may require the Subscriber to furnish to the Company a certified
statement as to the number of shares of common stock beneficially owned by the
Subscriber and the name of the natural person thereof that has voting and
dispositive control over the Registrable Securities.

12.3                
All fees and expenses incident to the performance of or compliance with the
filing of the Registration Statement shall be borne by the Company whether or
not any Registrable Securities are sold pursuant to the Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include,
without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with the OTC Bulletin Board or other exchange or quotation service on which the

---

- 11 -

common stock of the Company is then listed for trading, and (B)
in compliance with applicable state securities or Blue Sky laws), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) 1933 Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other persons retained by the
Company in connection with the filing of the Registration Statement. In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the filing of the Registration Statement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange, if applicable. In no event shall the
Company be responsible for any broker or similar commissions or, except to the
extent provided for hereunder, any legal fees or other costs of the Subscriber.

12.4                
The Company shall, notwithstanding any termination of this Subscription
Agreement, indemnify and hold harmless the Subscriber, its officers, directors,
agents and employees, and each person who controls the Subscriber (within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the
officers, directors, agents and employees of each such controlling person, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except to the extent, but only to the extent, that (i) such untrue statements or
omissions are based solely upon information regarding the Subscriber furnished
in writing to the Company by the Subscriber expressly for use therein, or to the
extent that such information relates to the Subscriber or the Subscriber's
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by the Subscriber expressly for use in the
Registration Statement, or in any amendment or supplement thereto or (ii) the
use by the Subscriber of an outdated or defective Registration Statement after
the Company has notified the Subscriber in writing that the Registration
Statement is outdated or defective.

12.5                
The Subscriber shall indemnify and hold harmless the Company, its directors,
officers, agents and employees, each person who controls the Company (within the
meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the
directors, officers, agents or employees of such controlling persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (x) the
Subscriber's failure to comply with the prospectus delivery requirements of the
1933 Act or (y) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading (i) to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information so furnished in writing by the Subscriber to the Company
specifically for inclusion in the Registration Statement or (ii) to the extent
that such untrue statements or omissions are based solely upon information
regarding the Subscriber furnished in writing to the Company by the Subscriber
expressly for use therein, or (iii) to the extent that such information relates
to the Subscriber or the Subscriber's proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by the
Subscriber expressly for use in the Registration Statement or in any amendment
or supplement thereto or (z) the use by the Subscriber of an outdated or
defective Registration Statement after the Company has notified the Subscriber
in writing that the Registration Statement is outdated or defective. In no event
shall the liability of the Subscriber hereunder be greater in amount than the
dollar amount of the net proceeds received by the Subscriber upon the sale of
the Registrable Securities giving rise to such indemnification obligation.

12.6                
If a claim for indemnification hereunder is unavailable to either the Company or
the Subscriber (in each case, an "Indemnified Party or Indemnified Parties", as
applicable) (by reason of public policy or otherwise), then each Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. The relative fault of

---

- 12 -

such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in this Subscription, any reasonable attorneys' or
other reasonable fees or expenses incurred by such party in connection with any
proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this section was available to
such party in accordance with its terms. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this section were
determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this section,
no Subscriber shall be required to contribute, in the aggregate, any amount in
excess of the amount by which the proceeds actually received by the Subscriber
from the sale of the Registrable Securities subject to the proceeding exceeds
the amount of any damages that the Subscriber has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission, except in the case of fraud by the Subscriber.

13.                 
 Acknowledgement and Waiver

13.1                
The Subscriber has acknowledged that the decision to acquire the Securities was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities.

14.                  
Legending and Registration of Subject Securities

14.1                
The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing the Shares and the Warrants to the effect that the
Securities represented by such certificates are subject to a hold period and may
not be traded until the expiry of such hold period except as permitted by
applicable securities legislation.

14.2                
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.

**15.**                 
**Collection of Personal Information**

15.1                
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 Securities 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 -

**16.**                 
**Consent**

16.1                
By executing this Subscription Agreement, the Subscriber (on its own behalf and,
if applicable, on behalf of each beneficial purchaser on whose behalf the
Subscriber is acting) acknowledges and expressly consents to:

| | (a) | the disclosure of Personal Information by the Company to
      the TSX-V (as described in TSX-V Appendix 6A, a copy of which is attached
      as Exhibit C hereto) pursuant to Form 4B; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                             
| | (b) | the collection, use and disclosure of personal
      information by the TSX-V for the purposes described in Appendix 6A or as
      otherwise identified by the TSX-V, from time to
time.   

For the purposes of this Section 16, Personal Information
means any information about the Subscriber, and includes information contained
in Part II Items 8, 9, 10 and Part IV Item 3(a), as applicable, of Form 4B, and
Form 4B means TSX-V Form 4B entitled Private Placement Notice Form.

**17.**                 
**Costs**

17.1                
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Securities shall be
borne by the Subscriber.

**18.**                 
**Governing Law**

18.1                
This Subscription Agreement is governed by the laws of the Province of British
Columbia.

**19.**                 
**Currency**

19.1                
Any reference to currency is to the currency of the United States of America
unless otherwise indicated.

**20.**                 
**Survival**

20.1                
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant hereto.

**21.**                 
**Assignment**

21.1                
This Subscription Agreement is not transferable or assignable.

**22.**                 
**Severability**

22.1                
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.

**23.**                 
**Entire Agreement**

23.1                
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Securities and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else.

---

- 14 -

**24.**                 
**Notices**

24.1                
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
the signature page of this Subscription Agreement and notices to the Company
shall be directed to it at Suite 300 One Bentall Centre, 505 Burrard Street,
Vancouver, British Columbia, Canada V7X 1M3.

25.Counterparts and Electronic Means

25.1                
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument. Delivery of an executed copy
of this Agreement by electronic facsimile transmission or other means of
electronic communication capable of producing a printed copy will be deemed to
be execution and delivery of this Agreement as of the date hereinafter set
forth.

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



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

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- 15 -

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Shares are hereby accepted by CounterPath Corporation.

DATED at Vancouver, British Columbia, the _______ day of
____________________, 2008.

COUNTERPATH CORPORATION

Per:     
______________________________________            
Authorized Signatory

---

EXHIBIT A

BRITISH COLUMBIA 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 is (tick one or more of
        the following boxes):                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (F)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (G)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (H)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 2. | if the Subscriber has checked
        box B, C, D, E, G or H in paragraph 1 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).

---

- 17 -

| | 3. | if the Subscriber has ticked box F in Section 1 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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- 18 -

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 ______________________, 2008.



|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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|                                                      | EXHIBIT B | 
|----------------------------------------------------- | --------- | 
|**FORM 4C 
      CORPORATE PLACEE REGISTRATION FORM**

Where subscribers to a Private Placement are not individuals,
  the following information about the placee must be provided. This Form will
  remain on file with the Exchange. The corporation, trust, portfolio manager
  or other entity (the Placee) need only file it on one time basis,
  and it will be referenced for all subsequent Private Placements in which it
  participates. If any of the information provided in this Form changes, the Placee
  must notify the Exchange prior to participating in further placements with Exchange
  listed companies. If as a result of the Private Placement, the Placee becomes
  an Insider of the Corporation, Insiders of the Placee are reminded that they
  must file a Personal Information Form (2A) or, if applicable, Declarations,
  with the Exchange.

|1. | Placee Information:                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                   
|   | Name: 
      ___________________________________________________________________________________                  
|   |                                                                                                                   
|   | Complete Address:
      __________________________________________________________________________                
|   |                                                                                                                   
|   | _________________________________________________________________________________________                         
|   |                                                                                                                   
|   | Jurisdiction of Incorporation or Creation:
      __________________________________________________________       
|   |                                                                                                                   
|2. | (a) Is the Placee purchasing securities as a portfolio
      manager (Yes/No)? ___________________________________
|   |                                                                                                                   
|   | (b)                                                                                                               
|   |                                                                                                                   
|3. | If the answer to 2(b) above was Yes, the undersigned
      certifies that:                                      
|   |                                                                                                                   
|   | (a)                                                                                                               
|   |                                                                                                                   
|   | (b)                                                                                                               
|   |                                                                                                                   
|   | (c)                                                                                                               
|   |                                                                                                                   
|   | (d)                                                                                                               
|   |                                                                                                                   
|   | (e)                                                                                                               

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- 20 -

|4. | If the answer to 2(a). above was No, please provide the
      names and addresses of control persons of the
Placee:
|-- | ---------------------------------------------------------------------------------------------------------------------

Name
    City
    Province or State
    Country


The undersigned acknowledges that it is bound by the provisions
of applicable Securities Law, including provisions concerning the filing of
insider reports and reports of acquisitions (See for example, sections 87 and
111 of the Securities Act(British Columbia) and sections 176 and 182 of
the Securities Act (Alberta)).

Acknowledgement - Personal Information

Personal Information means any information about an
identifiable individual, and includes information contained in sections 1, 2 and
4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has
obtained the express written consent of each individual to:

|(a) | the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(b) | the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.

Dated at ________________________________________ on
________________________________________.



| |                                                                      
| | ---------------------------------------------------------------------
| | (Name of Subscriber - please print)                                  
| |                                                                      
| |                                                                      
| | (Authorized Signature)                                               
| |                                                                      
| |                                                                      
| | (Official Capacity - please print)                                   
| |                                                                      
| |                                                                      
| | (please print name of individual whose
      signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

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|                                                              | EXHIBIT C | 
|------------------------------------------------------------- | --------- | 
|**APPENDIX 6A 
      ACKNOWLEDGEMENT  PERSONAL INFORMATION**

TSX Venture Exchange Inc. and its affiliates, authorized agents,
  subsidiaries and divisions, including the TSX Venture Exchange(collectively
  referred to as the Exchange) collect Personal Information in certain
  Forms that are submitted by the individual and/or by an Issuer or Applicant
  and use it for the following purposes:

- to conduct background checks,
- to verify the Personal Information that has been provided about each
  individual,
- to consider the suitability of the individual to act as an officer,
  director, insider, promoter, investor relations provider or, as applicable, an
  employee or consultant, of the Issuer or Applicant,
- to consider the eligibility of the Issuer or Applicant to list on the
  Exchange,
- to provide disclosure to market participants as to the security holdings
  of directors, officers, other insiders and promoters of the Issuer, or its
  associates or affiliates,
- to conduct enforcement proceedings, and
- to perform other investigations as required by and to ensure compliance
  with all applicable rules, policies, rulings and regulations of the Exchange,
  securities legislation and other legal and regulatory requirements governing
  the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be
disclosed:

|(a) | to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                
|(b) | on the Exchanges website or through printed materials
      published by or pursuant to the directions of the
  Exchange.                                                                                     

The Exchange may from time to time use third parties to process
information and/or provide other administrative services. In this regard, the
Exchange may share the information with such third party service providers.

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