form6k012808ex10-1.htm


    
      

      

    



    The
      securities to which this agreement relate have not been registered under the
      United States Securities Act of 1933, as amended, any U.S. state securities
      laws, any applicable Canadian securities laws, or any securities laws of any
      other jurisdiction and may not be offered or resold in the United States or
      in
      Canada without registration under such applicable U.S. or Canadian securities
      laws, unless an exemption from registration is available and only upon the
      holder thereof first having obtained the written opinion of counsel to the
      Company, or other counsel acceptable to the Company, that the proposed
      disposition is consistent with all applicable provisions of such Act as well
      as
      any other applicable securities law.

     

    PRIVATE
      PLACEMENT SUBSCRIPTION AGREEMENT

     

    TO:           
      STRATA OIL & GAS INC. (the “Company”)

     

    Re:           
      Purchase of securities of the Company

    


    Details
      of
      Subscription:  The undersigned (the
“Subscriber”)
      hereby irrevocably subscribes for and agrees to purchase from the Company,
      on
      the terms and conditions set forth herein and in the attached schedules, that
      number of shares of the Company set out below at a price of USD$1.00 per
      share.

     

    
      	
              
              

              Number
                of Shares to be purchased:

               

            	 	 	
              
              

              Shares

            
	
              
              

               

              Total
                Subscription Price:

                      (USD$1.00
                per Share)

            	
              
              

              USD$

            	 	 


    

    


    
      	
              
              

               

              Name
                of Subscriber:

            	 	
               

               

            
	
              
              

               

              Address:

            	 	 
	 	 	
              (Street
                Address)

               

               

            
	 	 	
              (City
                and Province)

               

               

            
	 	 	
              (Country
                and Postal or Zip Code)

               

               

            
	 	 	
              (Contact
                Name)

               

               

            
	
               

               

            	 	
                

               

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF the Subscriber has executed, or caused its duly authorized
      representative to execute, this agreement as of the 28th day of January,
      2008.

     

    
      	 	 	 
	
              Signature
                of Subscriber (if an individual)

              
              

              
              

              
              

               

               

            	
              
              

              Per:

            	
              Name
                of Subscriber (if not an individual)

              
              

            
	
              Name
                of Subscriber (if an individual)

               

               

            	 	
              (signature
                of authorized representative)

              
              

            
	 	 	
              Name
                and Title of Authorized
                Representative

            


    

     

    ACCEPTANCE

     

    The
      foregoing is accepted and agreed to as of the 28th day of January,
      2008.

     

    STRATA
      OIL & GAS INC.

     

    By:   ________________________

    Name:
      Manny Dhinsa

    Title:  President


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    Subscribers
      must complete and attach:

     

    Schedule
      I  if the
      Subscriber is a director, senior officer or control person of the Company or
      a
      close personal friend, close business associate, spouse, parent, grandparent,
      sibling or child of a director, senior officer of control person of the
      Company.

     

    Schedule
      II                                
if the Subscriber is not a US Person or if a US Person, of their status
      as an
      accredited investor

     

    All
      Subscribers must
      sign:

    


    Schedule
      III                                
 (Details and
      Conditions of the Agreement)


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

     

    CONFIRMATION
      OF RELATIONSHIP

    (For
      Directors, Senior Officers and Control Persons and

    Their
      Close Personal Friends, Close Business Associates and Relatives)

     

    The
      Subscriber represents and warrants to the Company that the Subscriber has read
      the following definitions from Multilateral Instrument 45-103 Capital Raising Exemptions
      and certifies that the Subscriber has the relationship(s) to the Company or
      its
      directors, senior officers or control persons by virtue of the Subscriber
      being:

     

    (initial
      one or more as
      appropriate)

     

    
      	
              _____

            	
              (a)

            	
              a
                director, senior officer or control person of the Company, or of
                an
                affiliate of the Company; 

            


    

     

    
      	
              _____

            	
              (b)

            	
              a
                spouse, parent, grandparent, brother, sister or child of a director,
                senior officer or control person of the Company, or of an affiliate
                of the
                company; 

            


    

     

    
      	
              _____

            	
              (c)

            	
              a
                close personal friend of a director, senior officer or control person
                of
                the Company, or of an affiliate of the Company;


            


    

     

    
      	
              _____

            	
              (d)

            	
              a
                close business associate of a director, senior officer or control
                person
                of the Company, or of an affiliate of the Company;
                

            


    

     

    
      	
              _____

            	
              (e)

            	
              a
                person or company that is wholly-owned by any combination of persons
                or
                companies described in paragraphs (a) to (d),


            


    

     

    
      	
               

            	
              and
                if (b), (c), (d) or (e) is initialed the director, senior officer
                or
                control person is: 

            


    

     

    
      	
               

            	
              ________________________________________
                

            


    

    
      	
               

            	
              (Print
                name of director, senior
                officer or control person) 

            


    

     

    The
      foregoing representations and warranties are true and accurate as of the date
      of
      this certificate and will be true and accurate as of Closing.  If any
      such representations and warranties shall not be true and accurate prior to
      Closing, the Subscriber shall give immediate written notice of such fact to
      the
      Company.

     

    For
      the
      purposes hereof, the following definitions are included for
      convenience:

     

    
      	
               

            	
              a.

            	
              “close
                business associate” means an individual who has had sufficient prior
                business dealings with the director, senior officer or control person
                to
                be in a position to assess the capabilities and trustworthiness of
                the
                director, senior officer or control person.


            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              A
                casual business associate or a person introduced or solicited for
                the
                purpose of purchasing securities is not a close business associate.
                An
                individual is not a close business associate solely because the individual
                is a client or former client. For example, an individual is not a
                close
                business associate of a registrant or former registrant solely because
                the
                individual is a client or former client of that registrant or former
                registrant. 

            


    

     

    The
      relationship between the purchaser and the director, senior officer or control
      person must be direct.  For example, the exemption is not available
      for a close business associate of a close business associate or a director,
      senior officer or control person.

     

    
      	
               

            	
              b.

            	
              “close
                personal friend” means an individual who has known the director, senior
                officer or control person for a sufficient period of time to be in
                a
                position to assess the capabilities and trustworthiness of the director,
                senior officer or control person. 

            


    

     

    An
      individual is not a close personal friend solely because

     

    
      	
               

            	
              ·

            	
              the
                individual is a member of the same organization, association or religious
                group, or 

            


    

     

    
      	
               

            	
              ·

            	
              the
                individual is a client or former client.


            


    

     

    The
      relationship between the purchaser and the director, senior officer or control
      person must be direct.  For example, the exemption is not available
      for a close personal friend or a close personal friend of the director, senior
      officer or control person.

     

    
      	
               

            	
              c.

            	
              “company”
                means any corporation, incorporated association, incorporated syndicate
                or
                other incorporated organization. 

            


    

     

    
      	
               

            	
              d.

            	
              “person”
                means and individual, partnership, unincorporated association,
                unincorporated syndicate, unincorporated organization, trust, trustee,
                executor, administrator or other legal representative.
                

            


    

     

    
      	
               

            	
              e.

            	
              “spouse”
means,
                in relation to an
                individual, another individual to whom that individual is married,
                or
                another individual of the opposite sex or the same sex with whom
                that
                individual is living in a conjugal relationship outside
                marriage.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     SCHEDULE
      II

     

    CONFIRMATION
      BY NON-U.S. PERSONS or U.S. ACCREDITED INVESTORS

     

    The
      Subscriber hereby represents and warrants to the Company that the
      Subscriber:

     

    (initial
      as
      appropriate)

     

    _____                 
      is not a U.S. Person (as defined below) and is not an affiliate (as defined
      in
      Rule 501(b) under the Securities Act) of the Company; was not offered
      the
      Shares in the United States and did not execute this Agreement in the United
      States (a “Reg S Subscriber”) and the Subscriber is not acquiring the
      Shares for the account of or benefit of any U.S. Person.  A U.S.
      Person means any one of the following:

     

     

    any
      natural person resident in the United States of America;

     

    any
      partnership or corporation organized or incorporated under the laws of the
      United States of America;

     

    any
      estate of which any executor or administrator is a U.S. person;

     

    any
      trust
      of which any trustee is a U.S. person;

     

    any
      agency or branch of a foreign entity located in the United States of
      America;

     

    any
      non-discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary for the benefit or account of a U.S.
      person;

     

    any
      discretionary account or similar account (other than an estate or trust) held
      by
      a dealer or other fiduciary organized, incorporated or (if an individual)
      resident in the United States of America; and

     

    any
      partnership or corporation if:

     

                organized
      or
      incorporated under the laws of any foreign jurisdiction; and

     

                formed
      by a U.S.
      person principally for the purpose of investing in securities not registered
      under the Securities Act, unless it is organized or incorporated, and owned,
      by


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


                accredited
      investors (as
      defined in Rule 501(a) under the Securities Act) who are not natural persons,
      estates or trusts.

     

    The
      Subscriber will not, during the
      period commencing on the date of issuance of the Shares and ending on the first
      anniversary of such date, or such shorter period as may be permitted by
      Regulation S or other applicable securities law (the “Restricted Period”),
      offer, sell, pledge or otherwise transfer the Shares in the United States,
      or to
      a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise
      in a manner that is not in compliance with Regulation S.

     

    The
      Subscriber will, after expiration
      of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares
      only pursuant to registration under the Securities Act or an available exemption
      therefrom, and in accordance with all applicable state and foreign securities
      laws.

     

    The
      Subscriber has not in the United
      States engaged in, and prior to the expiration of the Restricted Period will
      not
      engage in, any short selling of or any hedging transaction with respect to
      the
      Shares including without limitation, any put, call or other option transaction,
      option writing, equity swap or other derivative transaction.

     

    Neither
      the Subscriber nor any person
      acting on its behalf has engaged, nor will engage, in any directed selling
      efforts to a U.S. Person with respect to the Shares and the Subscriber and
      any
      person acting on its behalf have complied and will comply with the “offering
      restrictions” requirements of Regulation S under the Securities
      Act.

     

    The
      transactions contemplated by this
      Agreement have not been pre-arranged with a buyer located in the United States
      or with a U.S. Person, and are not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

     

    Neither
      the Subscriber nor any person
      acting on its behalf has undertaken or carried out any activity for the purpose
      of, or that could reasonably be expected to have the effect of, conditioning
      the
      market in the United States, its territories or possessions, for any of the
      Shares.  The Subscriber agrees not to cause any advertisement of the
      Shares or the securities comprising the Shares to be published in any newspaper
      or periodical or posted in any public place and not to issue any circular
      relating to the Shares, except such advertisements that include the statements
      required by Regulation S under the Securities Act, and only offshore and not
      in
      the U.S. or its territories, and only in compliance with any local applicable
      securities laws.

     

    Each
      certificate representing the
      Shares shall be endorsed with the following legends, or substantially similar
      legends, in addition to any other legend required to be placed thereon by
      applicable federal or state corporate or securities laws:

     

    “THE
      SHARES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
      IN
      REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
      ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
      UNDER THE SECURITIES ACT.”

     

    “TRANSFER
      OF THESE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
      REGULATION S, PURSUANT TO REGISTRATION


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    UNDER
      THE
      SUCURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM
      REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE SECURITIES ACT.”

     

    The
      Subscriber consents to the Company
      making a notation on its records or giving instructions to any transfer agent
      of
      the Company in order to implement the restrictions on transfer of the Shares
      set
      forth in this Agreement.

     

    All
      purchases, sales and resales of the
      Shares and the transfer of funds in payment therefore shall at all times be
      in
      compliance with Title III of the USA Patriot Act (Uniting and Strengthening
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism) of 2001.

     

    -
or
      -

     

    
      	
              _____

            	
              is
                an Accredited Investor, as defined in Rule 501 (a) of Regulation
                D of the
                Securities Act
                of
                1933 (United States), (a “Rule 506 Subscriber”) by virtue of
                satisfying one or more of the categories indicated below:
                

            


    

     

    
      	
               

            	
              (initial
                as appropriate)
                

            


    

     

    
      	
               

            	
              _____

            	
              (a)

            	
              An
                organization described in section 501(c)(3) of the United States
                Internal
                Revenue Code, a corporation, a Massachusetts or similar business
                trust or
                partnership, not formed for the specific purpose of acquiring the
                Shares,
                with total assets in excess of US$5,000,000


            


    

     

    
      	
               

            	
              _____

            	
              (b)

            	
              a
                natural person whose individual net worth, or joint net worth with
                that
                person’s spouse, at the date hereof exceeds US$1,000,000
                

            


    

     

    
      	
               

            	
              _____

            	
              (c)

            	
              A
                natural person who had an individual income in excess of US$200,000
                in
                each of the two most recent years or joint income with that person’s
                spouse in excess of US$300,000 in each of those years and has a reasonable
                expectation of reaching the same income level in the current year
                

            


    

     

    
      	
               

            	
              _____

            	
              (d)

            	
              A
                trust that (a) has total assets in excess of US$ 5,000,000, (b) was
                not
                formed for the specific purpose of acquiring the Offered Securities,
                and
                (c) is directed in its purchase of securities by a person who has
                such
                knowledge and experience in financial and business matters that they
                are
                capable of evaluating the merits and risks of an investment in the
                Shares
                

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              _____

            	
              (e)

            	
              An
                investment company registered under the Investment Corporation
                Act of
                1940 (United States) or a business development company as defined
                in section 2(a)(48) of that Act 

            


    

     

    
      	
               

            	
              _____

            	
              (f)

            	
              Small
                Business Investment Corporation licensed by the U.S. Small Business
                Administration under section 301(c) or (d) of the Small Business
                Investment Act
                of 1958 (United States) 

            


    

     

    
      	
               

            	
              _____

            	
              (g)

            	
              A
                private business development company as defined in section 202(a)(22)
                of
                the Investment Advisors
                Acts of 1940 (United States)


            


    

     

    
      	
               

            	
              _____

            	
              (h)

            	
              An
                entity in which all of the equity owners satisfy the requirements
                of one
                or more of the foregoing categories


            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      III

     

    DETAILS
      AND CONDITIONS OF THE SUBSCRIPTION

     

    1.           
      Description of
      Securities

     

    The
      securities subscribed for hereunder shall be Common Shares (the
“Shares”).

     

    The
      Shares will be subject to statutory hold periods during which they may not
      be
      transferred or resold.  Subscribers are advised to consult their own
      legal advisers in connection with any applicable resale
      restrictions.

     

    2.           
      Payment of
      Subscription Price

     

    The
      total
      Subscription Price set out on the first page of this Agreement must be paid
      by
      money order, certified cheque or bank draft payable to the Company prior to
      the
      Closing Date.

     

    3.           
      Documents
      Required

     

    The
      Subscriber must complete, sign and deliver to the company and executed copy
      of
      this Agreement together with the following Schedules to the
      Agreement:

     

    
      	
               

            	
              a.

            	
              Schedule
                I, a Confirmation of Relationship, if the Subscriber is a director,
                senior
                officers or control person of the Company or a close personal friend,
                close business associate, spouse, parent, grandparent, sibling or
                child of
                a director, senior officer or control person of the Company.
                

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              b.

            	
              Schedule
                II, a Confirmation by US Subscribers of their status as accredited
                investors or confirmation by non-US persons that this offering was
                made
                pursuant to Regulation S. 

            


    

     

    The
      Subscriber shall complete, sign and deliver to the Company as soon as possible
      such further documents, questionnaires, notices and undertakings as may be
      required by regulatory authorities, stock exchanges and applicable
      law.

     

    4.           
      Closing

     

    Delivery
      and payment for the Shares (the “Closing) will be completed at the offices
      of:

     

    Strata
      Oil & Gas Inc.

    Suite
      #
      1750 – 717 7th
      Ave.
      SW

    Calgary,
      Alberta, T2P 0Z3

     

    upon
      receipt by the Company of executed Agreements and payment for the subscribed-for
      shares (the “Closing Date”).

     

    5.           
      Acknowledgements
      by
      All Subscribers

     

    The
      Subscriber, irrespective of their jurisdiction of residency, acknowledges
      that:

     

    
      	
               

            	
              a.

            	
              The
                Shares have not been registered under the United States Securities
                Act of
                1933, as amended (the “1933 Act”) or under any state securities or “blue
                sky” laws, and the Company has no obligation or present intention of
                filing a registration statement under the 1933 Act or any state securities
                laws in respect of the Shares and therefore the Shares cannot be
                offered
                or sold in the United States of America without registration under
                the
                1933 Act and the securities laws of all applicable states of the
                United
                States of America, unless an exemption from registration is available;
                

            


    

     

    
      	
               

            	
              b.

            	
              The
                Subscriber’s decision to execute this Agreement and acquire the Shares has
                not been based upon any oral or written representation made by or
                on
                behalf of the Company or any affiliate or agent thereof but is based
                entirely upon the Subscriber’s discussion with the officers and directors
                of the Company. The Company has not provided any offering memorandum,
                prospectus, business plan, disclosure statement or registration statement
                to the Subscriber or made any representations, warranties, covenants,
                promises or agreements to the Subscriber other than as expressly
                contained
                in this Agreement; 

            


    

     

    
      	
               

            	
              c.

            	
              The
                Company is entitled to rely on the statements and answers of the
                Subscriber contained in the Agreement and in the Schedules to this
                Agreement and the 

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              Subscriber
                will indemnify and hold harmless the Company, its officers, directors,
                employees, agents and representatives and its affiliates and their
                respective successors and assigns and each other person, if any,
                who
                controls any thereof, against any loss, liability, claim, damage
                and
                expense whatsoever (including, but not limited to, any and all expenses
                whatsoever reasonably incurred in investigating, preparing or defending
                against any litigation commenced or threatened or any claim whatsoever)
                arising out of or based upon any false representation or warranty
                or
                breach or failure by the Subscriber to comply with any covenant or
                agreement made by the Subscriber herein or in any other document
                furnished
                by the Subscriber to any of the foregoing in connection with this
                transaction; 

            


    

     

    
      	
               

            	
              d.

            	
              The
                Subscriber has (or others for whom it is contracting hereunder have)
                consulted with its own counsel with respect to applicable resale
                restrictions and it is (or others for whom it is contracting hereunder
                are) solely responsible (and the Company is not in any way responsible)
                for compliance with applicable resale restrictions;
                

            


    

     

    
      	
               

            	
              e.

            	
              This
                Agreement is not enforceable by the Subscriber unless it has been
                accepted
                by the Company, it has been entered into by the Subscriber for valuable
                consideration and may not be revoked or withdrawn by the Subscriber
                and it
                is not assignable by the Subscriber without the written consent of
                the
                Company; 

            


    

     

    
      	
               

            	
              f.

            	
              No
                securities commission or similar regulatory authority has reviewed
                or
                passed on the merits of the securities or this Agreement;
                

            


    

     

    
      	
               

            	
              g.

            	
              There
                is no government or other insurance covering the securities being
                offered
                hereby; 

            


    

     

    
      	
               

            	
              h.

            	
              There
                are substantial risks associated with the purchase of the Shares
                and the
                securities comprising the Shares; 

            


    

     

    
      	
               

            	
              i.

            	
              There
                are restrictions on the Subscriber’s ability to transfer the Shares and it
                is the responsibility of the Subscriber to find out what those
                restrictions are and to comply with them before transferring any
                of said
                securities; 

            


    

     

    
      	
               

            	
              j.

            	
              The
                Company has advised the Subscriber that the Company is relying on
                exemptions from the requirements to provide the Subscriber with a
                prospectus and to sell securities through a person registered to
                sell
                securities under the Securities Act (British
                Columbia) (together with the rules, policies, instruments and orders
                thereunder, the “BC Act”), and regulations of the 1933 Act (together with
                the rules, policies, instruments and orders thereunder, the “US Securities
                Act”), as the case may be, and, as a consequence of acquiring securities
                pursuant to these exemptions, certain protections, rights and remedies
                provided by the BC 

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              Act
                and US Securities Act, including statutory rights of rescission or
                damages, will not be available to the Subscriber;
                

            


    

     

    
      	
               

            	
              k.

            	
              The
                Shares will be non-transferable and are subject to notice and other
                requirements under applicable securities laws and regulations;
                

            


    

     

    
      	
               

            	
              l.

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

            


    

     

    
      	
              m.

            	
              The
                Subscriber has duly executed and delivered this Agreement and it
                constitutes a valid and binding agreement of the Subscriber enforceable
                against the Subscriber. 

            


    

     

    6.           
      Representations,
      Warranties and Covenants by All Subscribers

     

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

     

    
      	
               

            	
              a.

            	
              If
                the Subscriber is purchasing the Shares as principal for its own
                account,
                the subscriber is resident in the jurisdiction indicated on the first
                page
                hereof and if a resident of British Columbia, is:
                

            


    

     

    
      	
               

            	
              i.

            	
              Purchasing
                a sufficient number of Shares, not for the benefit of any other person
                or
                company and not with a view to the resale or distribution;
                

            


    

     

    
      	
               

            	
              ii.

            	
              A
                senior officer, director or employee of the Company or an affiliate
                of the
                Company, and has not been induced to purchase the Shares by expectation
                of
                employment or continued employment, or an issuer, all of the voting
                securities of which are owned by one or more of such persons;
                

            


    

     

    
      	
               

            	
              iii.

            	
              A
                director, senior officer or control person of the Company, or of
                an
                affiliate of the Company; 

            


    

     

    
      	
               

            	
              iv.

            	
              A
                spouse, parent, grandparent, brother, sister or child of a director,
                senior officer or control person of the Company, or of an affiliate
                of the
                Company; 

            


    

     

    
      	
               

            	
              v.

            	
              A
                close personal friend of a director, senior officer or control person
                of
                the Company, or of an affiliate of the Company;


            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              vi.

            	
              A
                close business associate of a director, senior officer or control
                person
                of the Company, or of an affiliate of the Company;
                

            


    

     

    
      	
               

            	
              vii.

            	
              A
                person or corporation that is wholly-owned by any combination of
                persons
                or corporations described in paragraphs (iii) to (vi); or
                

            


    

     

    
      	
               

            	
              viii.

            	
              An
                accredited investor under the BC Act.


            


    

     

    b.           
      Each Subscriber understands the Shares have not and may not be registered under
      the 1933 Act or the securities laws of any state of the United States of America
      and the sale contemplated hereby is being made in reliance on exemptions from
      the registration requirements thereof;

     

    c.           
      Each Subscriber is an investor in securities of corporations in the development
      stage and acknowledges that it is able to fend for itself, can bear the economic
      risk of its investment and it has such knowledge and experience in financial
      or
      business matters such that it is capable of evaluating the merits and risks
      of
      the investment in the Shares;

     

    d.           
      Each Subscriber has had access to such information, if any, concerning the
      Company as the Subscriber considered necessary in connection with their
      investment decision to invest in the Shares, including receiving satisfactory
      answers to any questions the Subscriber has asked any of the officers or agents
      of the Company;

     

    e.           
      Has no contract, undertaking, agreement or arrangement with any person to sell,
      transfer or pledge to such person, or anyone else, the Shares, or any part
      thereof, or any interest therein and the Subscriber has no present plans to
      enter into any such contract, undertaking, agreement or
      arrangement;

     

    f.           
      If the Subscriber decides to offer, sell or otherwise transfer any of the Shares
      it will not offer, sell or otherwise transfer any of the Shares, directly or
      indirectly, unless the sale is:

     

    
      	
               

            	
              -

            	
              To
                the Company; 

            


    

     

    
      	
               

            	
              -

            	
              Made
                outside the United States in a transaction meeting the requirements
                of
                Rule 904 of Regulation S under the 1933 Act (or such rule or regulation
                promulgated by the Securities and Exchange Commission of the United
                States
                of America as is then in effect) and in compliance with applicable
                local
                laws and regulations; or 

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              -

            	
              Made
                in a transaction that does not require registration under the 1933
                Act or
                any applicable United States state securities laws and regulations
                governing the offer and sale of securities and the Subscriber has
                furnished to the Company, prior to such sale, an opinion of counsel
                of
                recognized standing reasonably satisfactory to the Company confirming
                the
                compliance of such sale with the 1933 Act and applicable United States
                state securities laws; 

            


    

     

    g.           
      Acknowledges and agrees the Shares will be “restricted securities” under the
      1933 Act;

     

          
      h.            Understands
      and acknowledges that, unless the Subscriber is a Reg S Subscriber, upon the
      issuance thereof, and unless and until such time as the same is no longer
      required under the applicable requirements of the 1933 Act or applicable United
      States state securities laws and regulations, the certificates representing
      any
      of the Shares (and all certificates issued in exchange therefore or in
      substitution thereof) shall bear, on the face of such certificates, the
      following legend:

     

    “THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT
      OF 1933, AS AMENDED, (THE “1933 ACT”) AND ANY APPLICABLE STATE SECURITIES
      LAW.  NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED OFFERED,
      PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AND EFFECTIVE
      REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE
      SECURITIES LAW COVERING ANY SUCH TRANSACTION, OR (B) AN AVAILABLE EXEMPTION
      FROM
      THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.”

     

    
      	
               

            	
              i.

            	
              Consents
                to the Company making a notation on its records or giving instructions
                to
                any transfer agent of the Company in order to implement the restrictions
                on transfer set forth herein; 

            


    

     

    
      	
               

            	
              j.

            	
              Acknowledges
                the Company has no obligation or present intention to file a registration
                statement under the 1933 Act in respect of the Shares and accordingly
                there are substantial restrictions on transferability of the securities
                and it will not be possible to liquidate the Subscriber’s investment
                readily and the Subscriber has not been supplied with any of the
                information that would be found in the applicable registration statement
                if any of said securities were registered under the 1933 Act;
                

            


    

     

    
      	
               

            	
              k.

            	
              The
                Subscriber is acquiring the Shares as an investment for its own account
                as
                to which the Subscriber exercises sole investment discretion and
                not with
                a 

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              view
                to any resale, distribution or other disposition of the Shares in
                violation of the United States securities laws;


            


    

     

    
      	
               

            	
              l.

            	
              If
                the Subscriber is a Reg S Subscriber, the Subscriber will not engage
                in
                any ‘direct selling efforts’ (as defined in Regulation S of the 1933 Act)
                in the United States of America in respect of the Shares, which includes
                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 Shares, but the Subscriber may sell
                or
                otherwise dispose of any of the Shares only pursuant to registration
                of
                the applicable Securities pursuant to the 1933 Act and any applicable
                United States state securities laws or under any exemption from such
                registration requirements and as otherwise provided herein;
                

            


    

     

    
      	
               

            	
              m.

            	
              The
                Subscriber is not subscribing for the Shares as a result of or subsequent
                to any advertisement, article, notice or other communication published
                in
                any newspaper, magazine or similar media or broadcast over television
                or
                radio, or presented at any seminar or meeting, or any solicitation
                of a
                subscription by person previously not known to the undersigned in
                connection with investment securities generally;
                

            


    

     

    
      	
               

            	
              n.

            	
              The
                Subscriber’s overall commitment to investments which are not readily
                marketable is not disproportionate to the undersigned's net worth,
                and an
                investment in the Shares will not cause such overall commitment to
                become
                excessive; 

            


    

     

    
      	
               

            	
              o.

            	
              The
                Subscriber understands that an investment in the Shares is a speculative
                investment which involves a high degree of risk and the potential
                loss of
                his entire investment; 

            


    

     

    
      	
               

            	
              p.

            	
              The
                Subscriber understands that the Shares are being offered and sold
                to it in
                reliance upon specific exemptions from the registration requirements
                of
                United States federal and state securities laws and that the Company
                is
                relying upon the truth and accuracy of, and the Subscriber’s compliance
                with, the representations, warranties, agreements, acknowledgments
                and
                understandings of the Subscriber set forth herein in order to determine
                the availability of such exemptions and the eligibility of the undersigned
                to acquire the Shares. The Subscriber further acknowledges that each
                of
                the representations and warranties made by the Subscriber in this
                Agreement shall be true, complete and accurate so long as the Subscriber
                is the legal or beneficial holder of the Shares. If any of the foregoing
                representations and warranties are not true at any time that the
                Subscriber holds any the foregoing securities, the Subscriber agrees
                to
                immediately notify the Company of the facts rendering the representation
                untrue. 

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


     

    


     

    
      	
               

            	
              q.

            	
              If
                the Subscriber is not purchasing the Shares for its own account:
                

            


    

     

    
      	
               

            	
              a.

            	
              The
                Subscriber is: 

            


    

     

    
      	
               

            	
              i.

            	
              A
                trust company or an insurer which has received a business authorization
                under the Financial Institutions Act (British Columbia) or is a trust
                company or an insurer authorized under the laws of another province
                or
                territory of Canada to carry on such business in such province or
                territory, and the Subscriber is purchasing such securities as an
                agent of
                trustee for accounts that are fully managed by the Subscriber; or
                

            


    

     

    
      	
               

            	
              ii.

            	
              An
                advisor who manages the investment portfolios of clients through
                discretionary authority granted by one or more clients and the Subscriber
                is registered as such an advisor under the BC Act or the laws of
                another
                province or territory of Canada or the Subscriber is exempt from
                such
                registration and the Subscriber is purchasing securities as an agent
                for
                accounts that are fully managed by the Subscriber; and
                

            


    

     

    
      	
               

            	
              r.

            	
              Neither
                the Subscriber nor any party on whose behalf it is acting has been
                created, established, formed or incorporated solely, or is used primarily,
                to acquire securities or to permit the purchase of the Shares without
                a
                prospectus in reliance on an exemption from the prospectus requirements
                of
                the applicable securities legislation;


            


    

     

    
      	
               

            	
              s.

            	
              The
                Subscriber and any beneficial purchaser for whom it is acting are
                resident
                in the jurisdiction set out on the first page of this Agreement;
                

            


    

     

    
      	
               

            	
              t.

            	
              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, or the incorporation or formation documents of,
                the
                Subscriber or of any agreement, written or oral, to which the Subscriber
                may be a party or by which the Subscriber is or may be bound;
                

            


    

     

    
      	
               

            	
              u.

            	
              The
                Subscriber is aware that the Shares will be offered and sold pursuant
                to
                certain exemptions under the BC Act, U.S. Securities Act and other
                applicable securities legislation and the Subscriber is not acquiring
                the
                Shares as a result of any information about the affairs of the Company
                that is not generally known to the public save knowledge of this
                particular transaction; 

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              v.

            	
              This
                subscription by the Subscriber has not been induced by any representations
                or warranties by any person whatsoever with regard to the future
                value of
                the Shares. 

            


    

     

    The
      foregoing representations, warranties and covenants are made by the Subscriber
      with the intent that they be relied upon by the Company in determining its
      suitability as a purchaser of the Shares and the Subscriber hereby agrees to
      indemnify the Company against all losses, claims, costs, expenses and damages
      or
      liabilities which it may suffer or incur as a result of reliance
      thereon.  The Subscriber undertakes to notify the Company immediately
      of any change in any representation, warranty or other information relating
      to
      the Subscriber set forth herein.

     

    7.           
      Representations
      and
      Warranties of the Company

     

    The
      Company represents and warrants to the Subscriber that, as of the date of this
      Agreement and at the Closing:

     

    
      	
               

            	
              a.

            	
              The
                Company is a valid and subsisting corporation duly incorporated,
                continued
                or amalgamated and in good standing under the laws of the jurisdictions
                in
                which it is incorporated, continued or amalgamated with respect to
                all
                acts necessary to maintain its corporate existence;
                

            


    

     

    
      	
               

            	
              b.

            	
              The
                Company has complied and will comply with all applicable corporate
                and
                securities laws and regulations in connection with the offer, sale
                and
                issuance of the Shares; 

            


    

     

    
      	
               

            	
              c.

            	
              The
                Public Record and the representations contained in this Agreement
                are
                accurate in all material respects and omit no fact, the omission
                of which
                would make such representations misleading in light of the circumstances
                in which such representation was made;


            


    

     

    
      	
               

            	
              d.

            	
              The
                issuance and sale of the Shares by the Company does not and will
                not
                conflict with and does not and will not result in a breach of any
                of the
                terms, conditions or provisions of its constituent documents or any
                agreement or instrument to which the Company is a party;
                

            


    

     

    
      	
               

            	
              e.

            	
              The
                Agreement has been duly authorized by all necessary corporate action
                on
                the part of the Company and, subject to acceptance by the Company,
                constitutes a valid obligation of the Company legally binding upon
                it and
                enforceable in accordance with its terms;


            


    

     

    
      	
               

            	
              f.

            	
              The
                issuance of the Shares, at the time of their issue, will have been
                approved by all requisite corporate action and, upon issue and delivery,
                will be validly issued, fully paid and non-assessable.
                

            


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


     

    
      	
               

            	
              g.

            	
              The
                Company is duly registered or licensed to carry on business in the
                jurisdiction in which it is required to be so registered or licensed
                to
                carry on business or own property or assets;


            


    

     

    
      	
               

            	
              h.

            	
              The
                Company is not a party to any actions, suits or proceedings which
                could
                materially affect its business or financial condition, and, as at
                the date
                hereof, no such actions, suits or proceedings have been threatened
                or, to
                the best of the Company’s knowledge, are pending, except as disclosed in
                the Public Record; and 

            


    

     

    
      	
               

            	
              i.

            	
              No
                other ceasing or suspending trading in the Shares nor prohibiting
                sale of
                the Shares has been issued to and is outstanding against the Company
                or
                its directors, officers or promoters and to the best of the Company’s
                knowledge no investigations of proceedings for such purposes are
                pending
                or threatened. 

            


    

     

    8.           
      Legending of
      Securities

     

    The
      Subscriber hereby acknowledges that legends will be placed upon the certificates
      representing the Shares to the effect that the securities represented thereby
      are subject to hold periods and may not be traded until the expiry thereof
      except as permitted under the Resale Instrument, the policies of the SEC and
      any
      other applicable securities legislation.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


     

    9.           
      Costs

     

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

     

    10.           
      Governing
      Law

     

    This
      Agreement is governed by the laws of the province of British Columbia and the
      federal laws of Canada applicable herein and applicable securities laws of
      the
      United States.  The Subscriber, in its personal or corporate capacity
      and, if applicable, on behalf of each beneficial purchaser for whom it is
      acting, irrevocably attorn to the jurisdiction of the courts of the province
      of
      British Columbia.

     

    11.           
      Survival

     

    This
      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 notwithstanding the completion of the purchase
      of the Shares by the Subscriber and any subsequent disposition by the Subscriber
      or the Securities.

     

    12.           
      Assignment

     

    This
      Agreement is not transferable or assignable.

     

    13.           
      Execution

     

    The
      Company shall be entitled to rely on delivery by facsimile machine of an
      executed copy of this Agreement and acceptance by the Company of such facsimile
      copy shall be equally effective to create a valid and binding agreement between
      the Subscriber and the Company in accordance with the terms hereof. This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts, and each of such counterparts shall, for all purposes,
      constitute one agreement binding on all parties, notwithstanding that all
      parties are not signatories to the same counterpart.

     

    14.           
      Severability

     

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


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


     

    15.           
      Entire
      Agreement

     

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

     

    16.           
      Notice

     

    Unless
      otherwise provided herein, any notice or other communication to a party under
      this Agreement may be made, given or served by registered mail, postage
      pre-paid, by telecopy or by delivery to the parties at the addresses as set
      out
      in this Agreement.  Any notice or other communication:

     

    
      	
               

            	
              a.

            	
              Mailed
                shall be deemed to have been received on the fifth business day following
                its mailing; 

            


    

     

    
      	
               

            	
              b.

            	
              Telecopied
                shall be deemed to have been received on the business day following
                the
                date of transmission; and 

            


    

     

    
      	
               

            	
              c.

            	
              Delivered
                shall be deemed to have been received on the date of delivery.
                

            


    

     

    In
      the
      event of a postal strike or delay affecting mail delivery, the date of receipt
      of any notice by mail is deemed to be extended by the length of such strike
      or
      delay.  Each party may change its address for service at any time by
      providing notice in writing of such change to the other party.

     

    17.           
      Securities Regulatory
      Approval

     

    This
      Agreement shall be subject to the approval of all securities regulatory
      authorities having jurisdiction.

     

    18.           
      Binding
      Effect

    


    This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their heirs, executors, administrators, successors, legal representatives and
      assigns.  If the undersigned is more than one person, the obligation
      of the undersigned shall be joint and several and the agreements,
      representations, warranties and acknowledgments herein contained shall be deemed
      to be made by and be binding upon each such person and his heirs, executors,
      administrators and successors.

    



    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    19.           
      Further
      Assurances

    


    The
      Subscriber agrees that he shall, from time to time after the Closing, upon
      the
      request of the Company, duly execute, acknowledge and deliver, or cause to
      be
      executed, acknowledged and delivered, all such further documents and instruments
      and take such other actions, as may be requested by the Company.

    


    20.           
      Pronouns.

    


    The
      use
      herein of the masculine pronouns "him" or "his" or similar terms shall be deemed
      to include the feminine and neuter genders as well and the use herein of the
      singular pronoun shall be deemed to include the plural as well.

     

    


     

    


    


    


     

    [Remainder
      of Page Intentionally Omitted; Signature Pages to Follow]


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


     

    ACCEPTANCE
      BY SUBSCRIBER

     

    IN
      WITNESS WHEREOF the Subscriber has executed this Agreement as of the 28th day
      of
      January, 2008.

     

    Execution
      of this signature page confirms that the attached Schedules are correct and
      complete as of the date hereof. Note that the Company is relying on these
      representations in ensuring that its offering of the shares is exempt from
      the
      registration requirements of all applicable securities laws. Accordingly, you
      hereby agree to notify the Company immediately if any information contained
      herein becomes untrue at any time. You further agree to provide such information
      and execute and deliver such documents as the Company may reasonably request
      to
      verify the accuracy of the information contained herein, to comply with any
      law
      or regulation to which the Company may be subject or for any other reasonable
      purpose.

     

    


     

    ___________________________________

    Name
      of Purchaser – please
      print

     

    ___________________________________

    Signature

    


     

    


    23