Filed by Automated Filing Services Inc. (604) 609-0244 - Actiga Corporation - Exhibit 10.14






THIS PRIVATE PLACEMENT 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").

THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT 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
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.

PUPPY ZONE ENTERPRISES, INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 
UNITS

NON-UNITED STATES RESIDENT SUBSCRIBERS

INSTRUCTIONS TO PURCHASER

	1. 	
      The purchaser is to complete all the information in the
      boxes on the following page and sign where indicated with an
      “X”.

	 	 
	2. 	
      All other information must be filled in where
      appropriate.







This is Page 2 of 10 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the “Subscription Agreement”.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

	TO: 	PUPPY ZONE ENTERPRISES, INC. (the
      “Issuer”), of 8275 S. Eastern Avenue, Suite 200, Las Vegas NV
      89123-2591 . 


Subject and pursuant to the terms set out in the Terms on pages
3 to 4 hereto, the General Provisions on pages 5 to 10 hereto and the other
schedules and appendices attached which are hereby incorporated by reference,
the Purchaser hereby irrevocably subscribes for, and on Closing will purchase
from the Issuer, the following securities at the following price:

	 	 	 
	 	         
                         
                         
                         
                         
                         
                         
                   
       _________________________ Units 	 
	 	 	 
	 	US$1.25 per Share for a total purchase price of
      US$ 	 	 
	 	 	 
	 	The Purchaser owns, directly or
      indirectly, the following securities of the Issuer: 	 
	 	 
    	 
	 	 	 
	 	[Check if applicable] The
      Purchaser is an insider of the Issuer or a member of the professional
      group 	 
	 	 	 


The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Purchased Securities as follows:

	 	 	 	 	 
	 	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 	 
	 	 	 	 	 
	 	Name to appear on certificate 	 	Name and account reference, if applicable 	 
	 	 	 	 	 
	 	Account reference if applicable 	 	Contact name 	 
	 	 	 	 	 
	 	Address 	 	Address 	 
	 	 	 	 	 
	 	  	 	Telephone Number 	 
	 	 	 	 	 


EXECUTED by the Purchaser this _______day of _____________,
2007. By executing this Subscription Agreement, the Purchaser certifies that the
Purchaser and any beneficial purchaser for whom the Purchaser is acting is
resident in the jurisdiction shown as the “Address of Purchaser”. 

	 	 	 	 	 
	 	WITNESS: 	 	EXECUTION BY PURCHASER: 	 
	 	 	 	X 	 
	 	Signature of Witness 	 	Signature of individual (if Purchaser is
      an individual) 	 
	 	 	 	 	 
	 	 	 	X 	 
	 	Name of Witness 	 	Authorized signatory (if Purchaser is not
      an individual) 	 
	 	 	 	  	 
	 	Address of Witness 	 	Name of Purchaser (please print) 	 
	 	 	 	  	 
	 	 	 	Name of authorized signatory (please
      print) 	 
	 	Accepted this day of ____________, 2007 	 	 
    	 
	 	PUPPY ZONE ENTERPRISES, INC. 	 	*Address of Purchaser (residence) 	 
	 	Per: 	 	 
    	 
	 	 	 	*Telephone Number 	 
	 	Authorized Signatory 	 	 
    	 
	 	 	 	*E-mail address 	 
	 	 	 	  	 
	 	 	 	*Social Security/Insurance No./Gov I.D. No. 	 
	 	 	 	 	 


* Required Information for all subscribers.
By signing this
acceptance, the Issuer agrees to be bound by the Terms on pages 3 to 4 hereto,
the General Provisions on pages 5 to 10 hereto and the other schedules and
appendices incorporated by reference. If funds are delivered to the Company’s
lawyers, they are authorized to release the funds to the Issuer. 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 10 


TERMS

	Reference date of this Subscription 	  
	Agreement 	_____________________, 2007 (the “Agreement
      Date”) 
	    
	The Offering 
	
       
	
      

	The Issuer 	
      PUPPY ZONE ENTERPRISES, INC. (“the “Issuer”)
    

	 	
      

	Offering 	
      The offering consists of units (“Units”) each
      comprising one common share (“Shares”) of the Issuer and one common
      share purchase warrant (“Warrants”). This offering is subject to a
      minimum offering of $2,500,000 and a maximum offering of $3,000,000.
    

	 	
      

	Warrants 	
      Exercisable for 2 years from Closing at an exercise price
      of $1.50 per common share. 

	 	
      

	Purchased Securities 	
      The “Purchased Securities” under this Subscription
      Agreement are Shares and Warrants. 

	 	
      

	Total Amount 	
      Up to $3,000,000 from the sale of Units. 

	 	
      

	Issue Price 	
      $1.25 per Unit. 

	 	
      

	Selling Jurisdictions 	
      The Units may be sold in jurisdictions other than Canada
      or the United States where they may be lawfully sold (the “Selling
      Jurisdictions”). 

	  	
      

	No Registration of Securities 	
      The Units will not be registered with the SEC and will be
      tradable in compliance with Rule 144 restricted periods. 

	  	
       

	Resale restrictions and legends 	
      The Purchaser acknowledges that the certificates
      representing the Purchased Securities will bear the following legends:
      “THESE SECURITIES WERE SOLD IN 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").
    

	
       
	
      

		
      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
      THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE
      STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT.” 

	
       
	
      

		
      Purchasers are advised to consult with their own legal
      counsel or advisors to determine the resale restrictions that may be
      applicable to them. 

	
       
	
      

		
      Purchaser has requested the Issuer not to include legend
      under the Securities laws where he or she is resident. 

	
       
	
      

	
      Closing Date 
	
      The completion of the sale and purchase of the Units will
      take place in one or more closings, on a date or dates as agreed to by the
      Issuer and the 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 10 



		
      Purchaser. Payment for, and delivery of the Shares, is
      scheduled to occur on or about <>__________________ , 2007 or such
      later date as may be agreed upon by the Issuer and the Purchaser (the
      “Closing Date”). 

	  	  
	Securities 	The Shares, the Warrants and the common shares
      issued upon exercise of the Warrants. 
	  	  
	 The Issuer 
	  	  
	Jurisdiction of organization 	The Issuer is incorporated under the laws of
      the State of Nevada. 
	  	  
	Stock exchange listings 	Certain market makers make market in the
      Issuer’s stock on the U.S. over the counter bulletin board 
	  	  
	“Securities Legislation Applicable
      to the Issuer” 	
      The “Securities Legislation Applicable to the
      Issuer” is the U.S. Securities Exchange Act of 1934, and the
      Securities Commission having jurisdiction over the Issuer is the United
      States Securities and Exchange Commission. 



End of Terms





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 10 


GENERAL PROVISIONS

1.         
   DEFINITIONS

1.1          
In the Subscription Agreement (including the first (cover) page, the
Terms on pages 3 to 4 hereto, these General Provisions and the other schedules,
questionnaires and appendices), the following words have the following meanings
unless otherwise indicated:

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 8) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and
      purchase of the Purchased Securities;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning assigned in the
      Terms;

	 	 	 
	 	(e) 	
      “Closing Year” means the calendar year in which
      the Closing takes place;

	 	 	 
	 	(f) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer (as defined on page 4) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

	 	 	 
	 	(g) 	
      “Final Closing” means the last closing under the
      Private Placement;

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 5 to 10 hereto;

	 	 	 
	 	(i) 	
      “Private Placement” means the offering of the
      Units on the terms and conditions of this Subscription
Agreement;

	 	 	 
	 	(j) 	
      “Purchased Securities” has the meaning assigned in
      the Terms;

	 	 	 
	 	(k) 	
      “Regulatory Authorities” means the
    Commissions;

	 	 	 
	 	(l) 	
      “Securities” has the meaning assigned in the
      Terms;

	 	 	 
	 	(m) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 3 to 4 hereto, the General Provisions on pages 5
      to 10 hereto and the other schedules and appendices incorporated by
      reference; and

	 	 	 
	 	(n) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to 4
  hereto.



1.2          
In the Subscription Agreement, the following terms have the meanings
defined in Regulation S under the 1933 Act: “Directed Selling Efforts”,
“Foreign Issuer”, “Substantial U.S. Market Interest”, “U.S.
Person” and “United States”.

1.3          
In the Subscription Agreement, unless otherwise specified, currencies
are indicated in U.S. dollars.

1.4          
In the Subscription Agreement, other words and phrases that are
capitalized have the meanings assigned to them in the body hereof.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 10 



	2. 	
      ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF
      PURCHASER

	 	 
	2.1 	
      Acknowledgements concerning
  offering



The Purchaser acknowledges that:

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or "blue sky" laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or, directly or indirectly, to U.S. Persons, as 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 in accordance with
      applicable state and provincial securities laws;

	 	 	 
	 	(b) 	
      the Purchaser acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Units 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 information (the receipt of
      which is hereby acknowledged) which has been filed by the Company with the
      Securities and Exchange Commission (the "SEC");

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

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

	 	 	 
	 	(f) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(g) 	
      the Purchaser has not acquired the Units 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 the
      Units 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 Purchaser may sell or otherwise dispose of the
      Units pursuant to registration thereof under the 1933 Act and any
      applicable state and provincial securities laws or under an exemption from
      such registration requirements;

	 	 	 
	 	(h) 	
      the Purchaser and the Purchaser'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 Units 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;

	 	 	 
	 	(i) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Units hereunder have been made
      available for inspection by the Purchaser, the Purchaser's lawyer and/or
      advisor(s);

	 	 	 
	 	(j) 	
      the Purchaser 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 Purchaser contained herein or in any document furnished by the
      Purchaser to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Purchaser to comply with
      any covenant or agreement made by the Purchaser to the Company in
      connection therewith;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 10 



	 	(k) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Purchaser that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that except that
      currently market makers make a market for the Company's common shares on
      the OTC Bulletin Board;

	 	 	 	 
	 	(l) 	
      the Company will refuse to register any transfer of the
      Securites 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 applicable state and provincial
      securities laws;

	 	 	 	 
	 	(m) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer 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 or any
      applicable state and provincial securities laws;

	 	 	 	 
	 	(n) 	
      the Purchaser has been advised to consult the Purchaser's
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Units 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) 	
      any applicable laws of the jurisdiction in which the
      Purchaser is resident in connection with the distribution of the Units
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and,

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




	2.2 	Representations by the purchaser
  


The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing:

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

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

	 	 	 
	 	(c) 	
      the Purchaser has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Purchaser enforceable against the Purchaser in accordance with its
      terms;

	 	 	 
	 	(d) 	
      the Purchaser is not acquiring the Units for the account
      or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(e) 	
      the Purchaser is not a U.S. Person;

	 	 	 
	 	(f) 	
      the Purchaser is resident in the jurisdiction set out
      under the heading "Name and Address of Purchaser" on the signature page of
      this Agreement;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 10 



	 	(g) 	
      the sale of the Units to the Purchaser as contemplated in
      this Agreement complies with or is exempt from the applicable securities
      legislation of the jurisdiction of residence of the Purchaser;

	 	 	 
	 	(h) 	
      the Purchaser is acquiring the Units for investment only
      and not with a view to resale or distribution and, in particular, it has
      no intention to distribute either directly or indirectly any of the Units
      in the United States or to U.S. Persons;

	 	 	 
	 	(i) 	
      the Purchaser is outside the United States when receiving
      and executing this Agreement and is acquiring the Units as principal for
      the Purchaser's own account, for investment purposes only, and not with a
      view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in such Securities;

	 	 	 
	 	(j) 	
      the Purchaser is not an underwriter of, or dealer in, the
      common shares of the Company, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 
	 	(k) 	
      the Purchaser (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 Purchaser acknowledges that the Purchaser has not
      acquired the Units 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 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 the Securities; provided, however, that the
      Purchaser may sell or otherwise dispose of the Shares pursuant to
      registration of the Shares pursuant to the 1933 Act and any applicable
      state and provincial securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(m) 	
      the Purchaser understands and agrees that none of the
      Securities have been registered under the 1933 Act, or under any state
      securities or "blue sky" laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933
      Act;

	 	 	 
	 	(n) 	
      the Purchaser understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a period of one
      year after the date of original issuance of the Units (the one year 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;

	 	 	 
	 	(o) 	
      the Purchaser 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;

	 	 	 
	 	(p) 	
      the Purchaser understands and agrees that 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;

	 	 	 
	 	(q) 	
      the Purchaser is not aware of any advertisement of any of
      the Units and is not acquiring the Units 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








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 10 



	 		
      or broadcast over radio or television, or any seminar or
      meeting whose attendees have been invited by general solicitation or
      general advertising; and

	 	 	 	 
	 	(r) 	
      no person has made to the Purchaser any written or oral
      representations:

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

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

	 	 	 	 
	 		(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 Shares of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently market makers make a market for the Company's common shares
      on the OTC Bulletin Board.




	2.3 	Reliance, indemnity and notification of
      changes 


The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms, the General Provisions
and the other schedules and appendices incorporated by reference) are made by
the Purchaser with the intent that they be relied upon by the Issuer in
determining its suitability as a purchaser of Purchased Securities, and the
Purchaser hereby agrees to indemnify the Issuer against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
as a result of reliance thereon. The Purchaser undertakes to notify the Issuer
immediately of any change in any representation, warranty or other information
relating to the Purchaser set forth in the Subscription Agreement (including the
first (cover) page, the Terms, the General Provisions and the other schedules
and appendices incorporated by reference) which takes place prior to the
Closing.

	2.4 	Survival of representations and
      warranties 


The representations and warranties contained in this Section
will survive the Closing.

	3. 	ISSUER’S ACCEPTANCE 


The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Units which will not
be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the Purchaser, the Subscription Agreement will be entered into
on the date of such execution by the Issuer.

	4. 	CLOSING 


4.1          
On or before the end of the fifth business day before the Closing Date,
the Purchaser will deliver to the Issuer the Subscription Agreement and all
applicable schedules and required forms, duly executed, and payment in full for
the total price of the Purchased Securities to be purchased by the
Purchaser.

4.2          
At Closing, the Issuer will deliver to the Purchaser the certificates
representing the Purchased Securities purchased by the Purchaser registered in
the name of the Purchaser or its nominee, or as directed by the Purchaser.

	5. 	MISCELLANEOUS 


5.1          
The Purchaser agrees to sell, assign or transfer the Securities only in
accordance with the requirements of applicable securities laws and any legends
placed on the Securities as contemplated by the Subscription Agreement.

5.2          
The Purchaser hereby authorizes the Issuer to correct any minor errors
in, or complete any minor information missing from any part of the Subscription
Agreement and any other schedules, forms, certificates or documents executed by
the Purchaser and delivered to the Issuer in connection with the Private
Placement.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 10 


5.3          
The Issuer may rely on delivery by fax machine of an executed copy of
this subscription, and acceptance by the Issuer of such faxed copy will be
equally effective to create a valid and binding agreement between the Purchaser
and the Issuer in accordance with the terms of the Subscription Agreement.

5.4          
Without limitation, this subscription and the transactions contemplated
by this Subscription Agreement are conditional upon and subject to the Issuer’s
having obtained such regulatory approval of this subscription and the
transactions contemplated by this Subscription Agreement as the Issuer considers
necessary.

5.5          
This Subscription Agreement is not assignable or transferable by the
parties hereto without the express written consent of the other party to this
Subscription Agreement.

5.6          
Time is of the essence of this Subscription Agreement.

5.7          
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for in this
Subscription Agreement, this Subscription Agreement contains the entire
agreement between the parties with respect to the Securities and there are no
other terms, conditions, representations or warranties whether expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else.

5.8          
The parties to this Subscription Agreement may amend this Subscription
Agreement only in writing.

5.9          
This Subscription Agreement enures to the benefit of and is binding
upon the parties to this Subscription Agreement and their successors and
permitted assigns.

5.10        
A party to this Subscription Agreement will give all notices to or
other written communications with the other party to this Subscription Agreement
concerning this Subscription Agreement by hand or by registered mail addressed
to the address given on page 1.

5.11        
This Subscription Agreement is to be read with all changes in gender or number
as required by the context.

5.12         This
Subscription Agreement will be governed by and construed in accordance with the
internal laws of Nevada (without reference to its rules governing the choice or
conflict of laws), and the parties hereto irrevocably attorn and submit to the
exclusive jurisdiction of the courts of Nevada with respect to any dispute
related to this Subscription Agreement.

End of General Provisions

End of Subscription Agreement