Filed by Automated Filing Services Inc. (604) 609-0244 - AMG Oil Ltd. - Exhibit 10.1






EXHIBIT 10.1

AMG OIL LTD.

SUBSCRIPTION AGREEMENT
FOR CANADIAN AND OFFSHORE
PURCHASERS UNDER REG S

THE UNITS BEING OFFERED FOR SALE MAY ONLY BE PURCHASED BY

RESIDENTS OF THE PROVINCES OF BRITISH COLUMBIA, ALBERTA AND ONTARIO

AND JURISDICTIONS OUTSIDE OF NORTH AMERICA (“OFFSHORE”)

INSTRUCTIONS

All Subscribers:

	1. 	
      Complete and sign the Execution Pages of the Subscription
      Agreement.

	 	 
	2. 	
      Complete and sign Schedule “B” attached to the
      Subscription Agreement.



Canadian Subscribers only:

	3. 	
      Complete and sign Schedule “C” attached to the
      Subscription Agreement and, if required, Appendix A attached
    thereto.



Offshore Subscribers only:

	4. 	
      Also complete and sign Schedule “D” attached to the
      Subscription Agreement.



__________________________________________

Return a completed and originally executed copy of this
Subscription Agreement together with, unless other arrangements acceptable to
Jones, Gable & Company Limited have been made, a cheque, bank draft, or
money order (in U.S. funds) payable to Jones, Gable & Company Limited, or a
wire transfer to Jones, Gable & Company Limited, representing the aggregate
Purchase Price by no later than 10:00 a.m. (Toronto time) on February 17, 2006
to Jones, Gable & Company Limited at 555 Burrard Street, Suite 325,
Vancouver, British Columbia V7X 1M7, Attention: Nicole Cleve, Fax: (604)
685-9352. 




SUBSCRIPTION AGREEMENT

TO:      Purchasers of Units of AMG
Oil Ltd. 

Dear Sirs: 

Re:      Sale of Units

This Subscription Agreement is to confirm your agreement to
purchase from AMG Oil Ltd. (the “Corporation”), subject to the terms and
conditions set forth herein, that number of units (the “Units”) of the
Corporation set out above your name on the execution page hereof at a price of
U.S.$0.25 per Unit (the “Purchase Price”). Each Unit will consist of one
common share in the capital of the Corporation (a “Unit Share”) and one
share purchase warrant of the Corporation (a “Warrant”).

Each Warrant shall entitle the holder to subscribe for one
common share in the capital of the Corporation (a “Warrant Share”) at an
exercise price of U.S.$0.50 per Warrant Share at any time on or before (such
period, the “Warrant Term”) the day that is 24 months from the Closing
Date (as defined herein), provided that if after the later of: (i) the day the
Registration Statement (as defined herein) has been declared effective by the
U.S. Securities and Exchange Commission (the “SEC”); and (ii) four months
and one day from the Closing Date, the closing price of the Common Shares (as
defined herein) on any exchange that the Common Shares are listed or bulletin
board on which the Common Shares trade equals or exceeds U.S.$1.00 or more for
20 consecutive trading days then the Warrant Term shall be automatically reduced
to 30 days from the date of initial issuance of a news release by the
Corporation announcing the acceleration of the Warrant Term. The Warrants shall
be issued pursuant to a warrant indenture or certificate which shall contain
customary anti-dilution provisions.

Subscribers for Units will also be issued one non-transferable
right (a “Right” and all such Rights, together with all of the Units that
you purchase, the “Purchased Securities”) for each Unit purchased, each
Right entitling the holder thereof, subject to certain conditions, to be issued
0.10 of a Unit (each whole such Unit, a “Rights Unit”) for nominal
consideration in the event that the Corporation has not filed with the SEC a
Registration Statement and had such Registration Statement declared effective by
the SEC; on or before 5:00 p.m. (Toronto time) on the date that is 180 days
following the Closing Date.

The Purchased Securities form part of a larger sale of up to an
aggregate of 6,000,000 Units (and associated Rights) (collectively, the
“Offered Securities”) although nothing herein restricts the Corporation
from electing to sell additional or other securities at any time. A term sheet
with respect to the offering of the Offered Securities is attached hereto as
Schedule “A”. It is understood that less than all the Offered Securities may be
sold and the Offering (as defined herein) is not subject to the sale of any
minimum amount of the Offered Securities. 

The proceeds of the Offered Securities will be immediately
available to the Corporation upon Closing (as defined herein).

	1. 	
      Definitions

	 	 	 	 
		(a) 	
      Definitions: In this Subscription Agreement, unless the
      context otherwise requires:

	 	 	 	 
			(i) 	
      “Agency Agreement” means the agency agreement to
      be dated on or about the Closing Date to be entered into between the Agent
      and the Corporation in respect of the
Offering;








	 	(ii) 	
      “Agent” means Jones, Gable & Company
      Limited;

	 	 	 
	 	(iii) 	
      “Agreement” or “Subscription Agreement”
      means this subscription agreement as the same may be amended, supplemented
      or restated from time to time;

	 	 	 
	 	(iv) 	
      “Business Day” means a day on which Canadian
      chartered banks are open for the transaction of regular business in the
      City of Toronto, Ontario;

	 	 	 
	 	(v) 	
      “Closing” means the closing of the purchase and
      sale of the Offered Securities;

	 	 	 
	 	(vi) 	
      “Closing Date” means February 21, 2006 or such
      other date or dates as the Corporation and the Agent may agree upon,
      acting reasonably, but in any event no later than February 28,
  2006;

	 	 	 
	 	(vii) 	
      “Closing Time” has the meaning ascribed to it in
      section 4;

	 	 	 
	 	(viii) 	
      “Common Shares” means the common shares of the
      Corporation as constituted on the date hereof;

	 	 	 
	 	(ix) 	
      “Compensation Options” has the meaning ascribed
      thereto in section 10;

	 	 	 
	 	(x) 	
      “Corporation” means AMG Oil Ltd., a corporation
      existing under the laws of the state of Nevada, and includes any successor
      corporation thereto;

	 	 	 
	 	(xi) 	
      “Information” means all information made publicly
      available by the Corporation or that the Corporation causes to become
      publicly available regarding the Corporation, together with all
      information regarding the Corporation prepared by the Corporation and
      provided to potential purchasers of the Offered Securities, if any, and
      includes but is not limited to, Forms 10 KSB and QSB,all press releases,
      Form 8Ks and financial statements of the Corporation;

	 	 	 
	 	(xii) 	
      “NI 45-106” means National Instrument 45-106 –
      Prospectus and Registration Exemptions of the Canadian Securities
      Administrators;

	 	 	 
	 	(xiii) 	
      “Offered Securities” has the meaning ascribed
      thereto on the first page of this Agreement;

	 	 	 
	 	(xiv) 	
      “Offering” means the offering of the Offered
      Securities pursuant to this Agreement and the Agency Agreement;

	 	 	 
	 	(xv) 	
      “Offering Jurisdictions” means the Provinces of
      British Columbia, Alberta, and Ontario, and jurisdictions outside of North
      America;

	 	 	 
	 	(xvi) 	
      “Person” means an individual, a firm, a
      corporation, a syndicate, a partnership, a trust, an association, an
      unincorporated organization, a joint venture, an investment club, a
      government or an agency or political subdivision thereof and every other
      form of legal or business entity of whatsoever nature or kind;

	 	 	 
	 	(xvii) 	
      “Purchase Price” has the meaning ascribed thereto
      on the first page of this Agreement;



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	 	(xviii) 	
      “Purchased Securities” has the meaning ascribed
      thereto on the first page of this Agreement;

	 	 	 
	 	(xix) 	
      “Registration Statement” means a registration
      statement filed with the SEC with respect to the resale of (A) the Unit
      Shares; (B) the Warrant Shares; (C) the Common Shares forming part of the
      Units issuable upon exercise of the Compensation Options; and (D) the
      Common Shares issuable upon exercise of the Warrants forming part of the
      Units issuable upon exercise of the Compensation Options;

	 	 	 
	 	(xx) 	
      “Regulation S” means Regulation S adopted by the
      SEC under the Securities Act;

	 	 	 
	 	(xxi) 	
      “Right” has the meaning ascribed thereto on the
      first page of this Agreement;

	 	 	 
	 	(xxii) 	
      “Rights Unit” has the meaning ascribed thereto on
      the first page of this Agreement;

	 	 	 
	 	(xxiii) 	
      “SEC” has the meaning ascribed thereto on the
      first page of this Agreement;

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

	 	 	 
	 	(xxv) 	
      “Securities Laws” means the securities legislation
      and regulations of, and the instruments, policies, rules, orders, codes,
      notices and interpretation notes of the applicable securities regulatory
      authority or applicable securities regulatory authorities of, the
      applicable jurisdiction or jurisdictions collectively;

	 	 	 
	 	(xxvi) 	
      “Stock Exchange” means the OTC Bulletin
    Board;

	 	 	 
	 	(xxvii) 	
      “Subscriber” means the Person purchasing the
      Purchased Securities and whose name appears on the execution page
      hereof;

	 	 	 
	 	(xxviii) 	
      “Underlying Securities” means the Unit Shares and
      the Warrants comprising the Offered Securities;

	 	 	 
	 	(xxix) 	
      “Unit” has the meaning ascribed thereto on the
      first page of this Agreement;

	 	 	 
	 	(xxx) 	
      “Unit Share” has the meaning ascribed thereto on
      the first page of this Agreement;

	 	 	 
	 	(xxxi) 	
      “United States” means the United States of
      America, its territories and possessions, any state of the United States,
      and the District of Columbia;

	 	 	 
	 	(xxxii) 	
      “U.S. dollars” or “U.S.$” means lawful money of
      the United States of America;

	 	 	 
	 	(xxxiii) 	
      “U.S. Person” means a U.S. person as that term is
      defined in Regulation S;

	 	 	 
	 	(xxxiv) 	
      “Warrant” has the meaning ascribed thereto on the
      first page of this Agreement;

	 	 	 
	 	(xxxv) 	
      “Warrant Share” has the meaning ascribed thereto
      on the first page of this Agreement; and



- 3 -





	 	(xxxvi) 	
      “Warrant Term” has the meaning ascribed thereto on
      the first page of this Agreement.



2.          
Conditions of Purchase

In connection with your purchase of the Purchased Securities,
the following documents are attached hereto which you are requested to complete
and sign as indicated and return together with an executed copy of this
Agreement and payment of the Purchase Price for the Purchased Securities in
accordance with this section 2 as soon as possible and in any event no later
than 10:00 a.m. (Toronto time) on February 21, 2006:

	 	(a) 	
      Schedule “B”, with respect to registration and delivery
      instructions;

	 	 	 
	 	(b) 	
      if you are a resident of, or are otherwise subject to the
      Securities Laws of, the Province of British Columbia, Alberta or Ontario,
      Schedule “C”, being your Canadian certification;

	 	 	 
	 	(c) 	
      if you are a resident of, or are otherwise subject to the
      Securities Laws of a jurisdiction outside of North America, Schedule “D”,
      being your “offshore investor” certification.



The obligation of the Corporation to sell the Purchased
Securities to you is subject to, among other things, the following
conditions:

	 	(a) 	
      you execute and return all documents required by the
      Securities Laws of the Offering Jurisdictions for delivery on your behalf,
      including the forms set out in Schedules “B” to “D” attached hereto, as
      applicable, to:

	 	 	 
	 		
      Jones, Gable & Company Limited 
555 Burrard Street
      
Suite 325 
Vancouver, British Columbia 
V7X 1M7

	 	 	 
	 		
      Attention: Nicole Cleve 
Fax: (604) 685-9352

	 	 	 
	 	(b) 	
      unless other arrangements with the Agent have been made,
      receipt of payment by the Subscriber of the Purchase Price for the
      Purchased Securities by cheque, bank draft or money order in U.S. dollars
      payable to Jones, Gable & Company Limited or a wire transfer in U.S.
      dollars to Jones, Gable & Company Limited;

	 	 	 
	 	(c) 	
      the representations and warranties (including the
      representations and warranties made in any schedule attached hereto, as
      applicable) made by you and, if applicable, any beneficial purchaser for
      whom you are contracting hereunder, herein are true and correct when made
      and are true and correct on the Closing Date with the same force and
      effect as if they had been made on and as of such date;

	 	 	 
	 	(d) 	
      all covenants, agreements and conditions contained in
      this Agreement to be performed by you and, if applicable, any beneficial
      purchaser for whom you are contracting hereunder, on or prior to the
      Closing Date shall have been performed or complied with in all material
      respects; and



- 4 -





	 	(e) 	
      all necessary regulatory approvals and other closing
      conditions shall have been obtained or satisfied (or waived, if
      applicable) prior to the Closing Date.



By returning this Agreement you and, if applicable, any
beneficial purchaser for whom you are contracting hereunder consent to the
filing by the Corporation of all documents required by the Securities Laws of
the Offering Jurisdictions .

If you are not subscribing for the Purchased Securities for
your own account and you are not a trustee or portfolio manager purchasing as
trustee or agent for accounts which are fully managed by you, each beneficial
purchaser for whom you are contracting hereunder must be purchasing the
Purchased Securities as principal for its own account and (unless you are an
authorized agent with power to sign on behalf of the beneficial purchaser) must
execute all documents required by the Securities Laws of the Offering
Jurisdictions with respect to the Purchased Securities being acquired by each
such purchaser as principal. If you are signing as agent or pursuant to a power
of attorney for the Subscriber, you represent and warrant that you have
authority to bind the Subscriber.

You agree, and you agree to cause any purchaser for whom you
are contracting hereunder, to comply with all Securities Laws of the Offering
Jurisdictions concerning the purchase of, the holding of, and the resale
restrictions applicable to, the Purchased Securities.

You acknowledge that the Corporation and/or the Agent has the
right to close the subscription books at any time without notice and to accept
or reject any subscription in its sole discretion. 

3.         
Authorization of the Agent

The Subscriber irrevocably authorizes the Agent, in its
discretion, to act as the Subscriber’s representative at the Closing, and hereby
appoints the Agent, with full power of substitution, as its true and lawful
attorney with full power and authority in the Subscriber’s place and stead:

	 	(a) 	
      to receive certificates representing the Underlying
      Securities, to execute in the Subscriber’s name and on its behalf all
      closing receipts and required documents, to complete and correct any
      errors or omissions in any form or document provided by the Subscriber in
      connection with the subscription for the Purchased Securities and to
      exercise any rights of termination contained in the Agency
    Agreement;

	 	 	 
	 	(b) 	
      to extend such time periods and to waive, in whole or in
      part, any representations, warranties, covenants or conditions for the
      Subscriber’s benefit contained in this Subscription Agreement, and the
      Agency Agreement or any ancillary or related document;

	 	 	 
	 	(c) 	
      to terminate this Subscription Agreement if any condition
      precedent is not satisfied, in such manner and on such terms and
      conditions as the Agent in its sole discretion may determine;
and

	 	 	 
	 	(d) 	
      without limiting the generality of the foregoing, to
      negotiate, settle, execute, deliver and amend the Agency
  Agreement.



The Subscriber shall have the benefit of the representations
and warranties made by the Corporation to the Agent and set forth in the Agency
Agreement. Such representations and warranties shall form an integral part of
this Subscription Agreement and shall survive the closing of the purchase and
sale of the Offered 

- 5 -




Securities and shall continue in full force and effect for the
benefit of the Subscriber in accordance with the Agency Agreement.

4.          The
Closing

Delivery and payment for the Purchased Securities will be
completed at the Closing on the Closing Date at the offices of Goodman and Carr
LLP at 200 King Street West, Suite 2300, Toronto, Ontario M5H 3W5 at 10:00 a.m.
Toronto time, (the “Closing Time”), or at such other location and/or such
other time as the Agent and the Corporation may agree upon. If, prior to the
Closing Time, the terms and conditions contained in this Subscription Agreement
and the Agency Agreement have been complied with to the satisfaction of the
Agent, or waived by the Agent, the Agent shall deliver to the Corporation all
completed Subscription Agreements and payment of the aggregate Purchase Price
for all of the Offered Securities sold pursuant to the Agency Agreement against
delivery by the Corporation of certificates representing the Underlying
Securities comprising the Offered Securities sold pursuant to the Agency
Agreement, and such other documentation as may be required pursuant to the
Subscription Agreement and the Agency Agreement.

If, prior to the Closing Time, the terms and conditions
contained in this Subscription Agreement (other than delivery by the Corporation
of certificates representing the Underlying Securities) and the Agency Agreement
have not been complied with to the satisfaction of the Agent, or waived by it,
the Agent, the Corporation and the Subscriber will have no further obligations
under this Subscription Agreement.

Certificates representing the Underlying Securities will be
available for delivery to the Subscriber following the Closing which if payment
has not yet been made for the Purchased Securities as described in Section 2
hereof, will be released against payment to the Agent of the amount of the
Purchase Price for the Purchased Securities in freely transferable Canadian
funds. Such payment is to be made by bank draft, certified cheque, wire transfer
or other form of immediately available funds payable in favour of the
Corporation or such other person as the Agent shall advise the Subscriber.

For greater certainty, no separate certificate representing
Units will be issued by the Corporation.

5.         
Conditions of Closing

The following are certain of the conditions precedent to the
Closing and to the purchase of the Offered Securities by the Subscribers, which
conditions the Corporation hereby covenants and agrees to use its commercially
reasonable efforts to fulfill within the time set out herein, and which
conditions may be waived in writing in whole or in part by the Agent:

	 	(a) 	
      the Corporation shall have received such consents, if
      any, required for the completion of the transaction contemplated by this
      Subscription Agreement;

	 	 	 
	 	(b) 	
      the representations and warranties of the Corporation
      contained herein and the Agency Agreement shall be true and correct as of
      the Closing Time with the same force and effect as if made at and as of
      the Closing Time after giving effect to the transactions contemplated
      hereby;

	 	 	 
	 	(c) 	
      the Corporation shall have complied with all covenants,
      and satisfied all terms and conditions contained herein and the Agency
      Agreement to be complied with and satisfied by the Corporation at or prior
      to the Closing;



- 6 -





	 	(d) 	
      the Agent shall not have previously terminated its
      obligations pursuant to the terms of the Agency Agreement; and

	 	 	 
	 	(e) 	
      the Subscriber shall have completed this Subscription
      Agreement in full and shall have paid the Purchase Price for the Purchased
      Securities to the Corporation in the manner contemplated in this
      Subscription Agreement.



6.         
Prospectus Exemptions

The sale of the Purchased Securities by the Corporation to you
is conditional upon such sale being exempt from the requirements as to the
filing of a prospectus or a registration statement and as to the preparation of
an offering memorandum or similar document contained in any statute, regulation,
instrument, rule or policy applicable to the sale of the Purchased Securities or
upon the issue of such orders, consents or approvals as may be required to
permit such sale without the requirement of filing a prospectus or registration
statement or delivering an offering memorandum or similar document.

You acknowledge and agree that:

	 	(a) 	
      you, or others for whom you are contracting hereunder,
      have been independently advised as to or are aware of the restrictions
      with respect to trading in, and the restricted period or statutory hold
      period applicable to, the Underlying Securities and the Warrant Shares (to
      the extent that such Warrant Shares are issued prior to the expiry of the
      applicable hold period imposed by the Securities Laws of the jurisdiction
      in which you reside or to which you are subject), that suitable Canadian
      and US legends will be placed on the certificates representing the
      Underlying Securities and Warrant Shares (if applicable) to reflect the
      applicable restricted period and statutory hold period to which such
      securities are subject and you are hereby advised that during such period
      the Underlying Securities and Warrant Shares may not be resold in Canada
      or the United States, except pursuant to exemptions from the prospectus
      requirements of applicable Securities Laws of the applicable jurisdictions
      in Canada, and notwithstanding the expiry of any applicable hold periods
      imposed by such Securities Laws, you, or others for whom you are
      contracting hereunder, will not be able to resell any of the Unit Shares
      or the Warrant Shares on the Stock Exchange (to the extent applicable)
      until the Registration Statement is declared effective by the SEC; you, or
      others for whom you are contracting hereunder, are aware that the Warrants
      will not be listed for trading on the Stock Exchange at any
time;

	 	 	 	 
	 	(b) 	
      the Purchased Securities have not been registered under
      the Securities Act or any applicable state securities laws and will be
      issued to you in an offshore transaction outside of the United States in
      accordance Rule 903 of Regulation S of the Securities Act based on your
      representations and warranties in this Agreement, and,
  accordingly:

	 	 	 	 
	 		(i) 	
      the Purchased Securities will, upon issuance, be
      “restricted securities” within the meaning of the Securities
Act;

	 	 	 	 
	 		(ii) 	
      the Purchased Securities may not be offered, resold,
      pledged or otherwise transferred except through an exemption from
      registration under the Securities Act or pursuant to an effective
      registration statement under the Securities Act and in accordance with all
      applicable state securities laws and the laws of any other jurisdiction;
      and



- 7 -





	 	(iii) 	
      the Corporation will refuse to register any transfer of
      the Purchased Securities not made in accordance with the provisions of
      Regulation S of the Securities Act, pursuant to registration under the
      Securities Act, or pursuant to an available exemption from
      registration.




	 	(c) 	
      if you decide to offer, sell or otherwise transfer any of
      the Unit Shares or Warrant Shares, such securities may be offered, sold or
      otherwise transferred only, (i) to the Corporation, (ii) pursuant to
      registration under the Securities Act, (iii) outside the United States in
      accordance with Rule 904 of Regulation S, if available or (iv) within the
      United States pursuant to an available exemption from registration under
      the Securities Act, and in compliance with any applicable state securities
      laws, provided you have furnished to the Corporation an opinion of counsel
      of recognized standing in form and substance reasonable satisfactory to
      the Corporation prior to such offer, sale or transfer;

	 	 	 
	 	(d) 	
      if you decide to offer, sell or otherwise transfer any of
      the Warrants, such securities may be offered, sold or otherwise
      transferred only, (i) to the Corporation, (ii) pursuant to registration
      under the Securities Act or (iii) outside the United States in accordance
      with Rule 904 of Regulation S, if available;

	 	 	 
	 	(e) 	
      you will not engage in hedging transactions with regard
      to the Purchased Securities unless in compliance with the Securities
      Act;

	 	 	 
	 	(f) 	
      you consent to the Corporation making a notation on its
      records or giving instructions to any transfer agent of the Purchased
      Securities in order to implement the restrictions on transfer set forth
      and described herein;

	 	 	 
	 	(g) 	
      you, or others for whom you are contracting hereunder,
      are solely responsible and the Corporation and the Agent is not in any way
      responsible for compliance by you or any beneficial purchaser for whom you
      are contracting hereunder with all applicable hold periods and resale
      restrictions to which the Underlying Securities and Warrant Shares are
      subject;

	 	 	 
	 	(h) 	
      you, or others for whom you are contracting hereunder,
      have not received or been provided with a prospectus, offering memorandum
      (within the meaning of the Securities Laws of the Offering Jurisdictions)
      or similar document and that your decision, or the decision of others for
      whom you are contracting hereunder, to enter into this Agreement and to
      purchase the Purchased Securities from the Corporation has not been based
      upon any verbal or written representation as to fact or otherwise made by
      or on behalf of the Corporation or the Agent and that your decision, or
      the decision of others for whom you are contracting hereunder, is based
      entirely upon the Information (other than the representations and
      warranties made by the Corporation in this Agreement) and you and any
      others for whom you are contracting hereunder further acknowledge that the
      sale of the Purchased Securities was not accompanied by any advertisement
      in printed media of general and regular paid circulation including printed
      public media, radio, television or telecommunications, including
      electronic display and the Internet;

	 	 	 
	 	(i) 	
      you, or, if applicable, others for whom you are
      contracting hereunder,




	 	(i) 	
      acknowledge that the publicly available Information
      concerning the Corporation on which you, or, if applicable, other for whom
      you are contracting hereunder



- 8 -





	 		
      relied in connection with the investment in the Purchased
      Securities has not been independently investigated or verified by the
      Agent, and

	 	 	 
	 	(ii) 	
      acknowledge that you are not relying upon the Agent to
      conduct any due diligence investigation on your behalf concerning the
      business, financial position, condition or prospects of the Corporation
      and agree that the Agent assumes no responsibility or liability of any
      nature whatsoever for the accuracy, adequacy or completeness of any such
      publicly available Information or as to whether all information concerning
      the Corporation required to be disclosed by the Corporation has been
      publicly disclosed;




	 	(j) 	
      the Subscriber is solely responsible for obtaining such
      tax, investment, legal and other professional advice as it considers
      appropriate in connection with the execution, delivery and performance by
      it of this Agreement and the transactions contemplated hereunder
      (including the resale and transfer restrictions referred to herein), and,
      without limiting the generality of the foregoing:

	 	 	 	 
	 		(i) 	
      the Corporation’s counsel (the “Corporation’s
      Counsel”) is acting solely as counsel to the Corporation and not as
      counsel to the Subscriber;

	 	 	 	 
	 		(ii) 	
      the Agent’s counsel (the “Agent’s Counsel”) is
      acting solely as counsel to the Agent and not as counsel to the
      Subscriber;

	 	 	 	 
	 		(iii) 	
      the relationship of the Corporation’s Counsel and the
      Agent’s Counsel to the Subscriber is limited solely to responding to any
      question which the Subscriber may have regarding the terms of the
      documents to be delivered in connection with this Agreement; and

	 	 	 	 
	 		(iv) 	
      the Agent is acting solely as financial advisor to, and
      agent of, the Corporation and not as financial advisor to the Subscriber,
      or as agent of, the Subscriber, except insofar as is necessary at the
      Closing to deliver payment for the Purchased Securities to the Corporation
      on behalf of the Subscriber and to accept and deliver the Purchased
      Securities to the Subscriber after the Closing;

	 	 	 	 
	 	(k) 	
      as a consequence of the sale being exempt from the
      prospectus requirements of the Securities Laws of the Offering
      Jurisdictions:

	 	 	 	 
	 	(l) 	
      certain protections, rights and remedies provided by the
      Securities Laws of the Offering Jurisdictions, including statutory rights
      of rescission or damages, will not be available to you, or others for whom
      you are contracting hereunder;

	 	 	 	 
	 		(i) 	
      you, or others for whom you are contracting hereunder,
      may not receive information that would otherwise be required to be given
      under the Securities Laws of the Offering Jurisdictions; and

	 	 	 	 
	 		(ii) 	
      the Corporation is relieved from certain obligations that
      would otherwise apply under the Securities Laws of the Offering
      Jurisdictions; and

	 	 	 	 
	 		(iii) 	
      no Person has made any written or oral
    representation



- 9 -





	 	(iv) 	
      that any Person will resell or repurchase the Underlying
      Securities or the Warrant Shares;

	 	 	 
	 	(v) 	
      that any Person will refund the Purchase Price or
      exercise price of the Warrants; or

	 	 	 
	 	(vi) 	
      as to the future price or value of the Underlying
      Securities or Warrant Shares.



This subscription may be accepted in whole or in part and the
right is reserved to the Corporation and/or the Agent to allot to any Subscriber
less than the amount of Offered Securities subscribed for hereunder.
Confirmation of acceptance or rejection of this Agreement will be forwarded to
you promptly after the acceptance or rejection of this Agreement by the
Corporation. If this Agreement is rejected in whole, you understand that any
cheques, bank drafts, money orders or wire transfers delivered by you to the
Agent representing the Purchase Price for the Purchased Securities will be
promptly returned to you without interest. If this Agreement is accepted only in
part, you understand that a cheque representing the portion of the Purchase
Price for that number of Offered Securities which is not accepted by the
Corporation will be promptly delivered to you, without interest.

By your acceptance of this Agreement, you and any others for
whom you are contracting hereunder represent, warrant and certify to the
Corporation and the Agent (which representations and warranties shall survive
the Closing) that:

A.         
General:

	 	(a) 	
      You are and any beneficial purchaser for whom you are
      contracting hereunder is resident, or if not an individual, has its head
      office, in the jurisdiction set out under the heading “address” above your
      signature set forth on the execution page of this Agreement which address
      is your residence or place of business, or the residence or place of
      business of any beneficial purchaser for whom you are contracting
      hereunder, and such address was not obtained or used solely for the
      purpose of acquiring the Purchased Securities and you and any others for
      whom you are contracting hereunder were not offered the Offered
      Securities, and did not execute this Agreement, in the United States of
      America.

	 	 	 
	 	(b) 	
      You make, or any other beneficial purchaser for whom you
      are contracting hereunder makes, the representations, warranties and
      covenants set out in Schedule “C” or “D” to this Agreement, as applicable,
      and you or any such other beneficial purchaser for whom you are
      contracting hereunder may avail yourselves of one or more of the
      categories of prospectus exempt purchasers listed in Schedule “C” or “D”
      to this Agreement, respectively.

	 	 	 
	 	(c) 	
      If you are an individual, you have attained the age of
      majority in the jurisdiction in which you are resident and have the legal
      capacity and competence to enter into and be bound by this Agreement and
      to perform the covenants and obligations herein.

	 	 	 
	 	(d) 	
      If you are not an individual (i) you have the legal
      capacity to authorize, execute and deliver this Agreement, and (ii) the
      individual signing this Agreement has been duly authorized to execute and
      deliver this Agreement.

	 	 	 
	 	(e) 	
      Other than the Agent, there is no person acting or
      purporting to act in connection with the transactions contemplated herein
      who is entitled to any brokerage or finder’s fee. If any person
      establishes a claim that any fee or other compensation is payable in
      connection with this subscription for the Purchased Securities, the
      Subscriber covenants to indemnify



- 10 -





	 		
      and hold harmless the Corporation and the Agent with
      respect thereto and with respect to all costs reasonably incurred in the
      defence thereof.

	 	 	 
	 	(f) 	
      The funds representing the aggregate Purchase Price in
      respect of the Purchased Securities which will be advanced by the
      Subscriber to the Corporation hereunder will not represent proceeds of
      crime for the purposes of the Proceeds of Crime (Money Laundering) and
      Terrorist Financing Act (Canada) (for the purposes of this paragraph
      the “PCMLTFA”) and you acknowledge that the Corporation may in the
      future be required by law to disclose the name of the Subscriber and other
      information relating to this Subscription Agreement and the subscription
      hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best
      of your knowledge (a) none of the subscription funds provided by the
      Subscriber (i) have been or will be derived directly or indirectly from or
      related to any activity that is deemed criminal under the laws of Canada,
      the United States of America, or any other jurisdiction, or (ii) are being
      tendered on behalf of a person or entity who has not been identified to
      you and, (b) you will promptly notify the Corporation if you discover that
      any of such representations cease to be true, and to provide the
      Corporation with appropriate information in connection
therewith.

	 	 	 
	 	(g) 	
      If you are, or, if applicable, any beneficial purchaser
      for whom you are contracting hereunder is, a resident of a jurisdiction
      other than a jurisdiction in Canada or the United States, you, and, if
      applicable, any beneficial purchaser for whom you are contracting
      hereunder (i) have knowledge of or have been independently advised as to
      and will comply with the requirements of all the Securities Laws of the
      jurisdiction of your residence or the residence of any beneficial
      purchaser for whom you are contracting hereunder, as the case may be, (ii)
      confirm that the requirements of the Securities Laws in the jurisdiction
      of your residence or the residence of any beneficial purchaser for whom
      you are contracting hereunder, as the case may be, does not (A) require
      the Corporation to make any filings or seek any approvals of any kind
      whatsoever from any regulatory authority of any kind or nature whatsoever,
      (B) require the Corporation to prepare and file a prospectus or similar
      document or to register the Common Shares or (C) impose any registration
      or other requirements on the Agent, and (iii) will provide such evidence
      of compliance with all such matters as the Corporation or the Agent may
      request.

	 	 	 
	 	(h) 	
      You are, or any beneficial purchaser for whom you are
      contracting hereunder is, capable of assessing the proposed investment in
      the Purchased Securities as a result of your financial or investment
      experience or as a result of advice received from a registered person
      other than the Corporation, the Agent or any affiliate thereof and you
      are, or any beneficial purchaser for whom you are contracting hereunder
      is, able to bear the economic loss of the investment in the Purchased
      Securities.

	 	 	 
	 	(i) 	
      You are not a U.S. Person or a person in the United
      States and are not and will not be purchasing Offered Securities for the
      account or benefit of any U.S. Person or a Person in the United States.
      The Purchased Securities were not offered to you in the United States and
      this Agreement has not been signed in the United States.

	 	 	 
	 	(j) 	
      You acknowledge that the aggregate gross proceeds of the
      Offering will be up to U.S. $1,500,000 but this is NOT a minimum amount
      and as well, nothing herein restricts the Corporation from electing to
      offer additional securities at any time.

	 	 	 
	 	(k) 	
      The Purchased Securities to be issued hereunder are not
      being purchased with knowledge of any material fact about the Corporation
      that has not been generally disclosed.



- 11 -





	 	(l) 	
      You and any beneficial purchaser for whom you are
      contracting hereunder acknowledge that no agency, governmental authority,
      securities commission or similar regulatory body, stock exchange or other
      entity has reviewed, passed on or made any finding or determination as to
      the merit for investment of the Underlying Securities or Warrant Shares
      nor have any such agencies or governmental authorities made any
      recommendation or endorsement with respect to such securities.

	 	 	 	 
	 	(m) 	
      This Agreement has been duly executed and delivered and,
      when accepted by the Corporation, will constitute your legal, valid and
      binding obligation enforceable against you in accordance with the terms
      hereof or, if you are acting as agent for a beneficial purchaser, will
      constitute a legal, valid and binding obligation against such beneficial
      purchaser in accordance with the terms hereof.

	 	 	 	 
	 	(n) 	
      If you are contracting hereunder as trustee or agent
      (including, for greater certainty, a portfolio manager or comparable
      adviser) for one or more beneficial purchasers, you are authorized to
      execute and deliver this Agreement and all other necessary documentation
      in connection with the subscription made on behalf of such beneficial
      purchaser or beneficial purchasers and this Agreement has been authorized,
      executed and delivered on behalf of such beneficial purchaser or
      beneficial purchasers, and you acknowledge that the Corporation and the
      Agent may be required by law to disclose the identity of each beneficial
      purchaser for whom you are contracting hereunder.

	 	 	 	 
	 	(o) 	
      The execution and delivery of this Agreement, the
      performance and compliance with the terms hereof, the purchase of the
      Purchased Securities and the completion of the transactions described
      herein by you will not result in any material breach of, or be in conflict
      with or constitute a material default under, or create a state of facts
      which, after notice or lapse of time, or both, would, if you are not or
      any beneficial purchaser for whom you are contracting hereunder is not an
      individual, constitute a material default under any term or provision of
      your constating documents, by-laws or resolutions or the constating
      documents, by-laws or resolutions of any beneficial purchaser for whom you
      are contracting hereunder, as the case may be, the Securities Laws or any
      other laws applicable to you or any beneficial purchaser for whom you are
      contracting hereunder, any agreement to which you are or any beneficial
      purchaser for whom you are contracting hereunder is a party, or any
      judgment, decree, order, statute, rule or regulation applicable to you or
      any beneficial purchaser for whom you are contracting hereunder.

	 	 	 	 
	 	(p) 	
      The Subscriber (on its own behalf and, if applicable, on
      behalf of each beneficial purchaser for whose benefit the Subscriber is
      acting):

	 	 	 	 
	 		(i) 	
      acknowledges, consents and authorizes the Corporation to
      collect the Subscriber’s (and any beneficial purchaser’s) personal
      information for the purpose of completing the Subscriber’s
      subscription;

	 	 	 	 
	 		(ii) 	
      acknowledges and consents to the Corporation retaining
      the personal information for as long as permitted or required by
      applicable law or business practices;

	 	 	 	 
	 		(iii) 	
      acknowledges, consents and authorizes the Corporation to
      deliver to the Ontario Securities Commission personal information (such as
      full name, residential address and telephone number) pertaining to the
      Subscriber (and any beneficial purchaser) if the Subscriber is resident in
      Ontario or otherwise subject to the securities legislation of
    Ontario;



- 12 -





	 	(iv) 	
      acknowledges and consents to the fact that the
      Corporation may be required by applicable Securities Laws, Stock Exchange
      rules and Investment Dealers Association of Canada rules to provide
      regulatory authorities any personal information provided by the Subscriber
      respecting itself (and any beneficial purchaser);

	 	 	 
	 	(v) 	
      acknowledges that this information is being collected
      indirectly by the Ontario Securities Commission (as applicable), and may
      be collected by other securities regulators (as applicable), under the
      authority granted to it in applicable Securities Laws;

	 	 	 
	 	(vi) 	
      if resident in Ontario or otherwise subject to the
      securities legislation of Ontario acknowledges that this information is
      being collected for the purposes of the administration and enforcement of
      the securities legislation of Ontario;

	 	 	 
	 	(vii) 	
      acknowledges that the public official in Ontario who can
      answer questions about the Ontario Securities Commission’s indirect
      collection of such information is the Administrative Assistant to the
      Director of Corporate Finance, Suite 1903, Box 55, 20 Queen Street West,
      Toronto, Ontario M5H 3S8, who may be contacted at (416) 593-8086;
    and

	 	 	 
	 	(viii) 	
      represents and warrants that it has the authority to
      provide the consents, acknowledgements and authorizations set out in this
      paragraph on behalf of all beneficial
purchasers.




	 	(q) 	
      In addition to Section 6(A)(q) above, you agree and
      acknowledge that the Corporation or the Agent, as the case may be, may use
      and disclose your personal information, or that of each beneficial
      purchaser for whom you are contracting hereunder, as follows:

	 	 	 	 
	 		(i) 	
      for internal use with respect to managing the
      relationships between and contractual obligations of the Corporation, the
      Agent and you or any beneficial purchaser for whom you are contracting
      hereunder;

	 	 	 	 
	 		(ii) 	
      for use and disclosure for income tax related purposes,
      including without limitation, where required by law, disclosure to Canada
      Revenue Agency;

	 	 	 	 
	 		(iii) 	
      for disclosure to securities regulatory authorities and
      other regulatory bodies with jurisdiction with respect to reports of
      trades and similar regulatory filings;

	 	 	 	 
	 		(iv) 	
      for disclosure to a governmental or other authority to
      which the disclosure is required by court order or subpoena compelling
      such disclosure and where there is no reasonable alternative to such
      disclosure;

	 	 	 	 
	 		(v) 	
      for disclosure to professional advisers of the
      Corporation or the Agent in connection with the performance of their
      professional services;

	 	 	 	 
	 		(vi) 	
      for disclosure to any person where such disclosure is
      necessary for legitimate business reasons and is made with your prior
      written consent;

	 	 	 	 
	 		(vii) 	
      for disclosure to a court determining the rights of the
      parties under this Agreement; or



- 13 -





	 	(viii) 	
      for use and disclosure as otherwise required or permitted
      by law..




	 	(r) 	
      The Subscriber, and each beneficial purchaser for whom it
      is contracting hereunder, shall execute, deliver, file and otherwise
      assist the Corporation and the Agent with filing all documentation
      required by the applicable Securities Laws to permit the subscription for
      and issuance of the Purchased Securities.

	 	 	 
	 	(s) 	
      If the Subscriber is a corporation, syndicate,
      partnership or other form of entity (other than an investment fund, as
      defined in NI 45-106) the Subscriber was not created or is not being used
      solely to purchase or hold the Purchased Securities and has a bona fide
      purpose other than investing in the Purchased Securities.

	 	 	 
	 	(t) 	
      The Corporation is relying on the representations,
      warranties and covenants contained herein and in the applicable Schedules
      attached hereto to determine the Subscriber’s eligibility to subscribe for
      the Purchased Securities under applicable Securities Laws and the
      Subscriber agrees to indemnify the Corporation, the Agent and each of
      their respective directors and officers against all losses, claims, costs,
      expenses, damages or liabilities which any of them may suffer or incur as
      a result of or arising from reliance thereon. The Subscriber undertakes to
      immediately notify the Corporation of any change in any statement or other
      information relating to the Subscriber set forth in such applicable
      Schedules which takes place prior to the Closing
Time.



B.         
Canada:

If you are resident in, or otherwise subject to the Securities
Laws of, any Province or Territory of Canada, then: (Please note the expression
“Available to all Canadian Purchasers” means you need only qualify under one of
these exemptions)

	 	(a) 	
      Accredited Investors (Available to all Canadian
      Purchasers):

	 	 	 	 	 
	 		(i) 	
      You are either purchasing the Purchased
  Securities:

	 	 	 	 	 
	 			A. 	
      As principal for your own account, and not for the
      benefit of any other Person and not with a view to the resale of the
      Purchased Securities (including any Warrant Shares issuable upon the
      exercise of any Warrants comprising, in part, the Purchased Securities)
      and you are an “accredited investor” within the meaning of NI 45-106;
      or

	 	 	 	 	 
	 			B. 	
      as agent for a beneficial principal disclosed on the
      execution page of this Agreement, and you are an agent or trustee with
      proper authority to execute all documents required in connection with the
      purchase of the Purchased Securities on behalf of such disclosed principal
      and such disclosed principal for whom you are contracting hereunder is an
      “accredited investor” within the meaning of NI 45-106 and is purchasing as
      principal for its own account, and not for the benefit of any other
      Person, and is purchasing for investment only and not with a view to
      resale or distribution of the Purchased Securities (including any Warrant
      Shares issuable upon the exercise of any Warrants comprising, in part, the
      Purchased Securities) ; and



- 14 -





	 	(ii) 	
      you have concurrently executed and delivered a
      certificate in the form attached as schedule C hereto;
or




	 	(b) 	
      Minimum Amount Investment (Available to all Canadian
      Purchasers):

	 	 	 	 	 
	 		(i) 	
      you are either purchasing the Purchased
  Securities:

	 	 	 	 	 
	 			A. 	
      as principal and not for the benefit of any other Person,
      and the aggregate acquisition cost, payable by you in cash, for the
      Purchased Securities is not less than $150,000; or

	 	 	 	 	 
	 			B. 	
      as agent for a beneficial purchaser disclosed on the
      execution pages of this Agreement, and you are an agent or trustee with
      proper authority to execute all documents required in connection with the
      purchase of the Purchased Securities on behalf of such disclosed
      beneficial purchaser and such disclosed beneficial purchaser for whom you
      are contracting hereunder is purchasing as principal and not for the
      benefit of any other Person, and the aggregate acquisition cost, payable
      by such beneficial purchaser in cash, for the Purchased Securities is not
      less than $150,000; or

	 	 	 	 	 
	 	(c) 	
      Affiliates (Available to all Canadian
  Purchasers):

	 	 	 	 	 
	 		(i) 	
      you are either purchasing the Purchased
  Securities:

	 	 	 	 	 
	 			A. 	
      as principal and not for the benefit of any other Person
      and you are an “affiliate” within the meaning of NI 45-106 of the
      Corporation; or

	 	 	 	 	 
	 			B. 	
      as agent for a beneficial purchaser disclosed on the
      execution pages of this Agreement, and you are an agent or trustee with
      proper authority to execute all documents required in connection with the
      purchase of the Purchased Securities on behalf of such disclosed
      beneficial purchaser and such disclosed beneficial purchaser for whom you
      are contracting hereunder is purchasing as principal and not for the
      benefit of any other Person and is an “affiliate” within the meaning of NI
      45-106 of the Corporation; and

	 	 	 	 	 
	 		(ii) 	
      you have concurrently executed and delivered a
      certificate in the form attached as schedule C attached hereto;
  or

	 	 	 	 	 
	 	(d) 	
      Family, Friends and Business Associates (Available to all
      Canadian Purchasers other than Ontario):

	 	 	 	 	 
	 		(i) 	
      You are purchasing the Purchased Securities as principal
      and not for the benefit of any other Person and no other Person will have
      a beneficial interest in the Purchased Securities and you are one or more
      of:

	 	 	 	 	 
	 			A. 	
      a “director”, “executive officer” or “control person” of
      the Corporation, or of an “affiliate” of the Corporation (within the
      meaning of NI 45-106);



- 15 -





	 	B. 	
      a “spouse” (within the meaning of NI 45-106), parent,
      grandparent, brother, sister or child of a director, executive officer or
      control person of the Corporation, or of an affiliate of the
      Corporation;

	 	 	 
	 	C. 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer or control person of the
      Corporation, or of an affiliate of the Corporation;

	 	 	 
	 	D. 	
      a close personal friend (by reason of the fact that you
      have directly known such individual well enough and for a sufficient
      period of time and in a sufficiently close relationship (where such
      relationship is direct and extends beyond being a relative or a member of
      the same organization, association or religious group or a client,
      customer or former client or customer or being a close personal friend of
      a close personal friend of such individual) to be in a position to assess
      the capabilities and the trustworthiness of such individual) of a
      director, executive officer or control person of the Corporation, or of an
      affiliate of the Corporation;

	 	 	 
	 	E. 	
      a close business associate (by reason of the fact that
      you have had direct sufficient prior business dealings with such
      individual (where such relationship is direct and extends beyond being a
      client, customer or former client or customer or being a close business
      associate of a close business associate of such individual) to be in a
      position to assess the capabilities and trustworthiness of such
      individual) of a director, executive officer or control person of the
      Corporation, or of an affiliate of the Corporation;

	 	 	 
	 	F. 	
      a “founder” (within the meaning NI 45-106) of the
      Corporation or a spouse, parent, grandparent, brother, sister or child of
      a founder of the Corporation;

	 	 	 
	 	G. 	
      a close personal friend (by reason of the fact that you
      have directly known such individual well enough and for a sufficient
      period of time and in a sufficiently close relationship (where such
      relationship is direct and extends beyond being a relative or a member of
      the same organization, association or religious group or a client,
      customer or former client or customer or being a close personal friend of
      a close personal friend of such individual) to be in a position to assess
      the capabilities and the trustworthiness of such individual) or close
      business associate (by reason of the fact that you have had direct
      sufficient prior business dealings with such individual (where such
      relationship is direct and extends beyond being a client, customer or
      former client or customer or being a close business associate of a close
      business associate of such individual) to be in a position to assess the
      capabilities and trustworthiness of such individual) of a founder of the
      Corporation;

	 	 	 
	 	H. 	
      a parent, grandparent, brother, sister or child of the
      spouse of a founder of the Corporation;



- 16 -





	 	I. 	
      a person of which a majority of the voting securities are
      beneficially owned by, or a majority of the directors are, persons
      described in clauses 6B(d)(i)(A) to 6B(d)(i)(H) above; or

	 	 	 
	 	J. 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in clauses
      6B(d)(i)(A) to 6B(d)(i)(H) above; and




	 	(ii) 	
      you have concurrently executed and delivered a
      certificate in the form attached as schedule C attached hereto;
  or




	 	(e) 	
      Founder, Control Person and Family (applicable only in
      Ontario):

	 	 	 	 	 
	 		(i) 	
      You are purchasing the Purchased Securities as principal
      and not for the benefit of any other Person and no other Person will have
      a beneficial interest in the Purchased Securities and you are one or more
      of:

	 	 	 	 	 
	 			A. 	
      a “founder” (within the meaning of NI 45-106) of the
      Corporation;

	 	 	 	 	 
	 			B. 	
      an “affiliate” (within the meaning of NI 45-106) of a
      founder of the Corporation;

	 	 	 	 	 
	 			C. 	
      a “spouse” (within the meaning of NI 45-106), parent,
      brother, sister, grandparent or child of a director, executive officer or
      founder of the Corporation; or

	 	 	 	 	 
	 			D. 	
      a “person” that is a “control person” (within the meaning
      of NI 45-106) of the Corporation; and

	 	 	 	 	 
	 		(ii) 	
      you have concurrently executed and delivered a
      certificate in the form attached as schedule C attached hereto;
  or




	C. 	
      Offshore: You are resident in, or are otherwise
      subject to the Securities Laws of, a jurisdiction outside of North America
      and you have concurrently executed and delivered a certificate in the form
      attached as Schedule D hereto.

	 	 
	D. 	
      Acknowledgement: You acknowledge that the
      foregoing representations and warranties are made with the intent that
      they may be relied upon in determining your eligibility, or, if
      applicable, the eligibility of any beneficial purchaser for whom you may
      be contracting hereunder, to purchase the Purchased Securities under
      applicable Securities Laws. You further agree that by accepting the
      Purchased Securities on the Closing Date you shall be representing and
      warranting that the foregoing representations and warranties are true and
      correct as at the Closing Date, with the same force and effect as if they
      had been made by you on such date and that they will survive the purchase
      by you of the Purchased Securities and will continue in full force and
      effect notwithstanding any subsequent disposition by you of the Purchased
      Securities.




	E. 	
      Legends:

	 	 	 
		(a) 	
      You acknowledge that upon the issuance of the Underlying
      Securities and the Warrant Shares (to the extent that such Warrant Shares
      are issued prior to the expiry of the



- 17 -





	 		
      applicable hold period), the certificates representing
      the Underlying Securities and the Warrant Shares will bear the following
      Canadian legend:

	 	 	 
	 		
      “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date
      which is four months and one day after the Closing Date will be
      inserted].”

	 	 	 
	 	(b) 	
      You understand and acknowledge that until such time as
      the same is no longer required under applicable requirements of the
      Securities Act or applicable state securities laws, certificates
      representing Units Shares and Warrant Shares, and all certificates issued
      in exchange therefor or in substitution thereof, shall bear the following
      US legend:

	 	 	 
	 		
      “THE SECURITIES REPRESENTED HEREBY ARE SECURITIES OF A
      UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
      THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
      OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO
      REGISTRATION UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
      ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IF
      AVAILABLE, OR (D) WITHIN THE UNITED STATES PURSUANT TO AN AVAILABLE
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN COMPLIANCE
      WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THE HOLDER HAS
      FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING
      IN FORM AND SUBSTANCE REASONABLE SATISFACTORY TO THE CORPORATION PRIOR TO
      SUCH OFFER, SALE OR TRANSFER. DELIVERY OF THIS CERTIFICATE MAY NOT
      CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
      IN CANADA. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”;

	 	 	 
	 		
      provided, that if any such securities are being sold or
      otherwise transferred under paragraphs (C) or (D) in the above legend, the
      legend may be removed at such time that the Unit Shares and Warrant Shares
      are no longer deemed to be “restricted securities” as defined in Rule 144
      under the Securities Act, by delivery to the Corporation's registrar and
      transfer agent and the Corporation of an opinion of counsel, of recognized
      standing reasonably satisfactory to the Company, that such legend is no
      longer required under applicable requirements of the Securities Act or
      state securities laws;

	 	 	 
	 	(c) 	
      You understand and acknowledge that until such time as
      the same is no longer required under applicable requirements of the
      Securities Act or applicable state securities laws, certificates
      representing Warrants, and all certificates issued in exchange therefor or
      in substitution thereof, shall bear the following legend:

	 	 	 
	 		
      “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
      ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC
      ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY
      PURCHASING SUCH SECURITIES, AGREES FOR THE



- 18 -




BENEFIT OF THE COMPANY THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, (B) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (C)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, IF AVAILABLE. AS USED HEREIN, THE TERMS “UNITED STATES” AND
“U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE
SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT”.

7.         
Representations and Warranties of the Corporation

The Corporation hereby agrees with the Subscriber that the
representations and warranties made by the Corporation to the Agent in the
Agency Agreement shall be true and correct in all material respects as of the
Closing Date (save and except as waived by the Agent). The Subscriber shall be
entitled to rely on the representations, warranties and covenants made by the
Corporation to the Agent in the Agency Agreement to the extent that they have
not been varied, amended, altered or waived, in whole or in part, by the Agent
and shall survive the closing of the Offering and shall continue in full force
and effect for the benefit of the Subscriber in accordance with the terms of the
Agency Agreement. The representations, warranties and covenants made by the
Corporation to the Agent in the Agency Agreement are hereby incorporated by
reference such that they form an integral part of this Agreement.

8.         
Covenants of the Corporation

The Corporation hereby covenants and agrees with the Subscriber
that the covenants given by the Corporation to the Agent in the Agency Agreement
will be true and correct in all material respects as of the Closing Date (save
and except as waived by the Agent) and the Subscriber is entitled to rely
thereon. Without limiting the generality of the foregoing, the Corporation
covenants that the Corporation will, as promptly as practicable after the
Closing Date, file a Registration Statement..

9.         
Fee

The Subscriber understands that in connection with the issue
and sale of the Offered Securities, the Agent will receive from the Corporation
on Closing, an aggregate cash fee equal $8,500 and 6% of the gross proceeds from
the Offering received from Purchasers that purchase Units through the Agent. The
Corporation will also grant to the Agent, 360,000 non-transferable compensation
options (the “Compensation Options”). Each Compensation Option shall be
exercisable by the Agent for one Unit at a price of U.S.$0.25 per Unit until
5:00 p.m. (Toronto Time) on the date that is 24 months following the Closing
Date. The Agent shall also receive one Right for each Compensation Option
granted to the Agent. No other fee or commission is payable by the Corporation
in connection with the offering of the Offered Securities. The Corporation will,
however, pay certain fees and expenses of the Agent in connection with the
Offering, as set out in the Agency Agreement.

10.         
General

	 	(a) 	
      Headings: The division of this Agreement into
      articles and sections and the insertion of headings are for convenience of
      reference only and shall not affect the construction or interpretation of
      this Agreement. The terms “this Agreement,” this “Subscription Agreement”,
      “hereof,” “hereunder”, “herein” and similar expressions refer to this
      Agreement and not to any particular article, section or other portion
      hereof and include any agreement supplemental thereto and any exhibits
      attached hereto. Unless something



- 19 -





	 		
      in the subject matter or context is inconsistent
      therewith, reference herein to articles, sections and paragraphs are to
      articles, sections, subsections and paragraphs of this
Agreement.

	 	 	 	 
	 	(b) 	
      Number and Gender: Words importing the singular
      number only shall include the plural and vice versa, words importing the
      masculine gender shall include the feminine gender and neuter and vice
      versa.

	 	 	 	 
	 	(c) 	
      Severability: If one or more of the provisions
      contained in this Agreement shall be invalid, illegal or unenforceable in
      any respect under any applicable law, the validity, legality or
      enforceability of the remaining provisions hereof shall not be affected or
      impaired thereby. Each of the provisions of this Agreement is hereby
      declared to be separate and distinct.

	 	 	 	 
	 	(d) 	
      Notices:

	 	 	 	 
	 		(i) 	
      All notices or other communications to be given hereunder
      shall be delivered by hand or by telecopier, and if delivered by hand,
      shall be deemed to have been given on the date of delivery or, if sent by
      telecopier, on the date of transmission if sent before 5:00 p.m. and such
      day is a Business Day or, if not, on the first Business Day following the
      date of transmission.



Notices to the Corporation shall be
addressed to:

AMG Oil Ltd.
1407 – 1050 Burrard
Street 
Vancouver, B.C.
V6Z 2S3

Attention:         
Garth Johnson

Fax:                    
(604) 682-1174

with a copy to :

Lang Michener LLP
1500, 1055 West
Georgia Street 
Vacouver, BC
V6E 4N6

Attention:         
B Zinkhofer

Fax:                    
(604) 893-2395

Notices to the Subscriber shall be
addressed to the address of the Subscriber set out on the execution page hereof,
with a copy to the Agent at:

Jones, Gable & Company Limited

110 Yonge Street 
Suite 600 
Toronto, Ontario M5C 1T6

- 20 -




Attention:         
Robb Hindson

Fax:                    
(416) 365-8037

with a copy to:

Goodman and Carr LLP 
200 King
Street West 
Suite 2300 
Toronto, Ontario 
M5H 3W5

Attention:         
Jay Goldman

Fax:                    
(416) 595-0567

	 	(ii) 	
      Any such notice, direction or other instrument, if
      delivered personally, shall be deemed to have been given and received on
      the day on which it was delivered, provided that if such day is not a
      Business Day then the notice, direction or other instrument shall be
      deemed to have been given and received on the first Business Day next
      following such day and if transmitted by fax, shall be deemed to have been
      given and received on the day of its transmission, provided that if such
      day is not a Business Day or if it is transmitted or received after the
      end of normal business hours then the notice, direction or other
      instrument shall be deemed to have been given and received on the first
      Business Day next following the day of such transmission.

	 	 	 
	 	(iii) 	
      Any party hereto may change its address for service from
      time to time by notice given to each of the other parties hereto in
      accordance with the foregoing provisions.




	 	(e) 	
      Further Assurances: Each party hereto shall from
      time to time at the request of the other party hereto do such further acts
      and execute and deliver such further instruments, deeds and documents as
      shall be reasonably required in order to fully perform and carry out the
      provisions of this Agreement. The parties hereto agree to act honestly and
      in good faith in the performance of their respective obligations
      hereunder.

	 	 	 
	 	(f) 	
      Successors and Assigns: Except as otherwise
      provided, this Agreement shall enure to the benefit of and shall be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 	 
	 	(g) 	
      Entire Agreement: The terms of this Agreement
      express and constitute the entire agreement between the parties hereto
      with respect to the subject matter hereof and no implied term or liability
      of any kind is created or shall arise by reason of anything in this
      Agreement.

	 	 	 
	 	(h) 	
      Time of Essence: Time is of the essence of this
      Agreement.

	 	 	 
	 	(i) 	
      Amendments: The provisions of this Agreement may
      only be amended with the written consent of all of the parties
    hereto.

	 	 	 
	 	(j) 	
      Survival: Notwithstanding any other provision of
      this Agreement, the representations, warranties and covenants of the
      Corporation and the Subscriber contained herein or
in



- 21 -





	 		
      any certificate, document or instrument delivered
      pursuant hereto shall survive the completion of the transactions
      contemplated by this Agreement.

	 	 	 
	 	(k) 	
      Language: The parties hereto acknowledge and
      confirm that they have requested that this Agreement as well as all
      notices and other documents contemplated hereby be drawn up in the English
      language. Les parties aux présentes reconnaissent et confirment qu’elles
      ont convenu que la présente convention ainsi que tous les avis et
      documents qui s’y rattachent soient rédigés dans la langue
  anglaise.

	 	 	 
	 	(l) 	
      Governing Law: This Agreement shall be governed by
      and construed in accordance with the laws of the Province of Ontario and
      the laws of Canada applicable therein and the parties hereto irrevocably
      attorn to the jurisdiction of the courts of the Province of
  Ontario.

	 	 	 
	 	(m) 	
      Costs: All costs and expenses incurred by you
      (including any fees and disbursements of any counsel retained by you)
      relating to the purchase by you of the Purchased Securities shall be borne
      by you.

	 	 	 
	 	(n) 	
      Assignment: This Agreement is not transferable or
      assignable, in whole or in part, by you or, if applicable, by others on
      whose behalf you are contracting hereunder.

	 	 	 
	 	(o) 	
      Counterparts: This Agreement may be executed in
      two or more counterparts which when taken together shall constitute one
      and the same agreement. Delivery of counterparts may be effected by
      facsimile transmission thereof.

	 	 	 
	 	(p) 	
      Facsimile Copies: The Corporation shall be
      entitled to rely on a facsimile copy of an executed subscription and
      renunciation agreement and acceptance by the Corporation of such facsimile
      subscription shall be legally effective to create a valid and binding
      agreement between the Subscriber and the Corporation in accordance with
      the terms thereof.



If the foregoing is in accordance with your understanding,
please sign and return this Agreement together with the other required documents
signifying your agreement to purchase the Purchased Securities.

- 22 -




EXECUTION PAGES

	TO: 	AMG OIL LTD. 
	 	 
	AND TO: 	JONES, GABLE & COMPANY
      LIMITED 


The undersigned hereby accepts the foregoing and agrees to be
bound by the terms set forth herein and, without limitation, agrees that the
Corporation and the Agent may rely upon the covenants, representations and
warranties of the undersigned contained herein.

DATED as of this ____ day of
___________________, 2006.

	Number of Units to be purchased at U.S.$0.25 each:
    	 	  
	 	 	 
	Aggregate Purchase Price: 	$	
	 	 	 
	Name (full legal name of Subscriber) and Address
      of 	 	  
	Subscriber: 	 	  
	  	 	  
	  	 	  
	  	 	(address, including postal
      code) 
	  	 	  
	  	 	(telephone number) 
	  	 	  
	  	 	(facsimile number) 
	  	By: 	
	  	 	(signature) 
	  	 	  
	  	 	(please print name) 
	  	 	  
	  	 	(official capacity)
  


If you are signing as agent for a principal, and you are not a
trust company or portfolio manager signing as a trustee or as agent for a
fully-managed account, please complete the following:

	 	 
	 	(name of beneficial purchaser) 
	 	 
	 	 
	 	(address of beneficial purchaser) 
	 	 
	 	 






The above-mentioned subscription is hereby accepted by AMG Oil
Ltd.

DATED as of this day of _____________,
2006.

 

	 	AMG OIL LTD. 
	 	 	  
	 	 	  
	 	 	  
	 	By:	
	 	 	Authorized Signing Officer 


- 2 -




SCHEDULE “A”

Term Sheet 
AMG Oil Ltd.
Best Efforts Offering
of Units 
Up to U.S. $1,500,000


	Issuer: 	AMG Oil Ltd. (the
      “Company”). 
	Offering: 	
      Up to 6,000,000 units (“Units”). Each Unit will be
      comprised of one common share of the Company (“Common Share”) and
      one common share purchase warrant (each such common share purchase
      warrant, a “Warrant”). Each Warrant will entitle the holder to
      acquire one additional Common Share (each a “Warrant Share”) at an
      exercise price of U.S.$0.50 per Warrant Share at any time on or before two
      years (“Warrant Term”) following the Closing Date (as
      defined below); provided that if after the later of: (i) the day the
      Registration Statement referred to herein; under the caption “U.S.
      Registration Statement” has been declared effective; and (ii) four months
      and one day from the Closing Date, the closing price of the Common Shares
      on any exchange that the Common Shares are listed or bulletin board on
      which the Common Shares trade equals or exceeds U.S.$1.00 or more for 20
      consecutive trading days, then the Warrant Term shall be automatically
      reduced to 30 days from the date of initial issuance of a news release by
      the Company announcing the change to the Warrant Term. The Warrants shall
      be issued pursuant to a warrant indenture or certificate (the “Warrant
      Indenture or Certificate”) which shall contain customary anti-dilution
      provisions. Subscribers for Units will also be issued one non-transferable
      right (a “Right”) for each Unit purchased, each Right entitling the
      holder thereof, subject to certain conditions, to be issued 0.10 of a Unit
      (each whole such Unit, a “Rights Unit”) for nominal
      consideration in the event that the Company has not filed with the U.S.
      Securities and Exchange Commission (the “SEC”) a Registration
      Statement (as defined below) and had such Registration Statement declared
      effective by the SEC; (the completion of such event referred to as the
      “Liquidity Event”), on or before 5:00 p.m. (Toronto time) on the
      date that is 180 days following the Closing Date (the “Liquidity
      Event Deadline”). 

	Offering Price: 	
      U.S. $0.25 per Unit (the “Offering Price”).
  

	Offering Size: 	
      Up to U.S. $1,500,000. 

	Agent: 	
      Jones, Gable & Company Limited. 

	U.S. Registration Statement: 	
      The Company will, as promptly as practicable after the
      Closing Date, file with and will thereafter use its best efforts to have
      declared effective by the SEC a registration statement (the
      “Registration Statement”) with respect to the resale of (i) the
      Common Shares comprising, in part, the Units; (ii) the Common Shares
      issuable upon exercise of the Compensation Options; and (iii) the Common
      Shares issuable on exercise of the Warrants which comprise, in part, the
      Units (including the Units issuable upon exercise of the Compensation
      Options), and the subscribers and the Agent shall agree











		
      to provide to the Company such information as it may
      reasonably request in connection therewith. 

	Canadian Reporting 
Issuer Status: 	
      The Company obtained reporting issuer status in British
      Colombia on February 1, 2006. 

	Bump Up: 	
      In the event that the Liquidity Event has not occurred by
      the Liquidity Event Deadline, Rights Units shall be issued pursuant to and
      in accordance with the terms of the Rights, and the Registration Statement
      will also cover the resale of the Common Shares comprising in part the
      Rights Units, the Common Shares issuable upon exercise of the Warrants
      which comprise in part, the Rights Units. 

	Commission: 	
      $8,500 and 6% of the gross proceeds from the Offering
      received from Purchasers that purchase Units through the Agent 

	Compensation Options: 	
      The Agent shall receive at closing of the Offering
      360,000 non-transferable compensation options (“Compensation
      Options”) entitling the Agent to purchase 360,000 Units at a price of
      U.S. $0.25 per Unit, subject to customary anti-dilution provisions. The
      Compensation Options are to be exercisable at any time prior to the date
      that is two years after Closing Date. The Units issued upon exercise of
      the Compensation Options are to be the same as the Units issued and sold
      under the Offering, comprising one Common Share and one Warrant
      (exercisable and transferable on the same terms and conditions as the
      Warrants issued and sold under the Offering) subject to applicable
      securities laws. The holders of the Compensation Option will also receive
      one Right for each Compensation Option issued. 

	Offering Procedure: 	
      The selling jurisdictions (the “Selling
      Jurisdictions”) for the Offering will be the provinces of Alberta,
      British Columbia, and Ontario, and such other provinces as the Agent may
      specify and the Company agrees to prior to the Closing Date. The Units may
      also be placed in United States through a U.S. sub-agent pursuant to
      applicable exemptions from the registration requirements of the United
      States Securities Act of 1933, as amended (the “Act”), provided
      that as a “domestic” issuer under the securities laws of the United
      States, the offering shall be conducted in all jurisdictions in the United
      States in accordance with Regulation D of the Act or other available
      exemptions from the registration requirements of the Act. The Units may
      also be sold in certain foreign jurisdictions, pursuant to applicable
      securities regulations, subject to the Company's approval. The Units are
      to be sold on a “private placement” basis without the preparation or
      filing of a prospectus, registration statement, offering memorandum or
      similar disclosure document, provided that the subscribers shall
      acknowledge in the subscription agreement(s) having available to them an
      opportunity to review the Company’s periodic reports and other filings
      made with the SEC under the United States Securities Exchange Act of 1934,
      as amended, and the Act and such other access and information as is
      required in compliance with Regulation D. The Agent will only provide
      potential subscribers with this Term Sheet (or an abridged version) and
      subscription agreement(s) in respect of the Units and publicly available
      information in respect of the 




- 2 -






	  	Company. 
	Hold Period: 	
      It is a condition to closing of the Offering that the
      Units, the Warrant Shares and the Rights Units will not be subject to a
      hold period in Canada longer than four months and one day from the Closing
      Date following which such securities will be free trading. The Units,
      Warrants, Warrant Shares, Common Shares and Rights Units will not be
      transferable into the United States unless such transfer is made pursuant
      to the Registration Statement or an exemption from the registration
      requirements of the Act. All certificates issued on the Closing Date will
      be legended to reflect applicable U.S. and Canadian transfer restrictions.
      

	Use of Proceeds: 	
      The net proceeds from the Offering will be used for
      general corporate purposes. 

	Closing Date: 	
      The Offering will close on or about February 21, 2006, or
      such other date or dates as agreed to by the Company and the Agent, acting
      reasonably, but in any event no later than February 28, 2006 (the
      “Closing Date”). 

	Right of First Refusal: 	
      The Agent shall have a right of first refusal to act as
      the agent in any offering of securities of the Company where an investment
      dealer or advisor is involved or would be involved or proposes to be
      involved, during the period ending one year after the Closing Date. The
      Agent shall have a period of five days from the date of receipt of written
      notice from the Company of any such proposed offering, in which notice the
      Company shall set forth in reasonable detail the terms of such proposed
      offering, to provide written notice to the Company that the Agent intends
      to exercise its right of first refusal. If the Agent does not give written
      notice within such five day period, it shall be deemed to have waived its
      right in respect of such offering. Should the Agent fail, or be deemed to
      fail, to give notice within five days of the receipt of the Company’s
      notice, the Company may then make other arrangements to engage another
      source to obtain financing on terms no less favourable to the Company than
      as set out in the written notice for a period of 20 days thereafter. The
      Agent's waiver of its right in respect of any one or more offerings will
      constitute a permanent waiver of its right of first refusal in respect of
      any other offering. If another source is not engaged in connection with an
      offering where the Agent waives or is deemed to have waived its right of
      first refusal within 20 days following the date on which the five day
      period set forth above expires, the offering shall be deemed to be a new
      transaction requiring the Company to give written notice to the Agent as
      set forth above. 




- 3 -




SCHEDULE “B”

ALL SUBSCRIBERS

REGISTRATION AND DELIVERY INSTRUCTIONS

1.           
Delivery: Please deliver the certificate representing the Purchased
Securities to:

	 
	Name 
	 
	 
	Account reference, if applicable 
	 
	 
	Contact name 
	 
	 
	Address, including postal code 
	 
	 
	Telephone number 


2.          
Registration: The certificate representing the Purchased Securities which
is to be delivered at Closing should be registered as follows: 

	 
	Name 
	 
	 
	Account reference, if applicable 
	 
	 
	Address, including postal code 


Words and terms herein with the initial letter or letters
thereof capitalized and defined in the Agreement shall have the meanings given
to such capitalized words and terms in the Agreement.




SCHEDULE “C”

(FOR ACCREDITED INVESTORS RESIDENT IN CANADA)

	TO: 	AMG Oil Ltd. (the
      “Corporation”) 
	 	 
	AND TO: 	Jones, Gable & Company
      Limited (the “Agent”) 


In connection with the purchase of units (the “Units”)
of the Corporation by the undersigned subscriber or, if applicable, the
principal on whose behalf the undersigned is purchasing as agent (the
“Subscriber” for the purposes of this Certificate), the Subscriber hereby
represents, warrants, covenants and certifies to the Corporation and the Agent
that:

I.           ALL
SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTIONS

1.           the
Subscriber is resident in a province or territory of Canada or is subject to the
laws of a province or territory of Canada;

2.           the
Subscriber is purchasing the Units as principal for its own account or is deemed
to be purchasing as principal pursuant to National Instrument 45 106 –
Prospectus Registration Exemptions (“NI 45 106”);

3.          
the Purchaser is (please initial the appropriate line below):

	 	(a) 	
      _________ an “accredited investor” within the meaning of
      NI 45-106, by virtue of satisfying the indicated criterion as set out in
      appendix “A” to this certificate (YOU MUST ALSO INITIAL OR PLACE A
      CHECK-MARK ON THE APPROPRIATE LINE IN APPENDIX A TO THIS CERTIFICATE);
      or

	 	 	 
	 	(b) 	
      _________an “affiliate” within the meaning of NI 45-106
      of the Corporation; or




	II. 	
      BRITISH COLUMBIA AND ALBERTA SUBSCRIBERS PURCHASING
      UNDER THE “FAMILY, FRIENDS AND BUSINESS ASSOCIATES”
  EXEMPTION



4.           the
Purchaser is (please initial the appropriate line below):

	 	(a) 	
      _________ a director, executive officer or control person
      of the Corporation, or of an affiliate of the Corporation;

	 	 	
       

	 	(b) 	
      _________ a spouse, parent, grandparent, brother, sister
      or child of _________________________ (name of person) a director,
      executive officer or control person of the Corporation, or of an affiliate
      of the Corporation;

	 	 	
       

	 	(c) 	
      _________ a parent, grandparent, brother, sister or child
      of the spouse of _________________________ (name of person) a director,
      executive officer or control person of the Corporation, or of an affiliate
      of the Corporation;

	 	 	
       

	 	(d) 	
      _________ a close personal friend (by reason of the fact
      that you have directly known such individual well enough and for a
      sufficient period of time and in a sufficiently close relationship (where
      such relationship is direct and extends beyond being a relative or
  a








	 		
      member of the same organization, association or religious
      group or a client, customer or former client or customer or being a close
      personal friend of a close personal friend of such individual) to be in a
      position to assess the capabilities and the trustworthiness of such
      individual) of _________________________ (name of person) a director,
      executive officer or control person of the Corporation, or of an affiliate
      of the Corporation;

	 	 	
       

	 	(e) 	
      _________ a close business associate (by reason of the
      fact that you have had direct sufficient prior business dealings with such
      individual (where such relationship is direct and extends beyond being a
      client, customer or former client or customer or being a close business
      associate of a close business associate of such individual) to be in a
      position to assess the capabilities and trustworthiness of such
      individual) of _________________________ (name of person) a director,
      executive officer or control person of the Corporation, or of an affiliate
      of the Corporation;

	 	 	
       

	 	(f) 	
      _________ a founder of the Corporation or a spouse,
      parent, grandparent, brother, sister, child, close personal friend (by
      reason of the fact that you have directly known such individual well
      enough and for a sufficient period of time and in a sufficiently close
      relationship (where such relationship is direct and extends beyond being a
      relative or a member of the same organization, association or religious
      group or a client, customer or former client or customer or being a close
      personal friend of a close personal friend of such individual) to be in a
      position to assess the capabilities and the trustworthiness of such
      individual) or close business associate (by reason of the fact that you
      have had direct sufficient prior business dealings with such individual
      (where such relationship is direct and extends beyond being a client,
      customer or former client or customer or being a close business associate
      of a close business associate of such individual) to be in a position to
      assess the capabilities and trustworthiness of such individual)
      of _________________________ (name of person) a founder of the
      Corporation;

	 	 	
       

	 	(g) 	
      _________ a parent, grandparent, brother, sister or child
      of the spouse of _________________________(name of person) a founder of
      the Corporation;

	 	 	
       

	 	(h) 	
      _________a person or company of which a majority of the
      voting securities are beneficially owned by, or a majority of the
      directors are, persons or companies described in subsections 4(a) to 4(g)
      above; or

	 	 	
       

	 	(i) 	
      _________a trust or estate of which all of the
      beneficiaries or a majority of the trustees are persons or companies
      described in subsections 4(a) to 4(g) above;
or




	III. 	
      ONTARIO SUBSCRIBERS PURCHASING UNDER THE “FOUNDER,
      CONTROL PERSON AND FAMILY” EXEMPTION



5.           the
Purchaser is (please initial the appropriate line below):

	 	(a) 	
      _________a founder of the Corporation;

	 	 	
       

	 	(b) 	
      _________an affiliate of (name of person) a founder of
      the Corporation;

	 	 	
       

	 	(c) 	
      _________a spouse, parent, brother, sister, grandparent
      or child of _________________________(name of person) a director,
      executive officer or founder of the Corporation;
or



- 2 -





	 	(d) 	
      _________a control person of the Corporation;
  and




	6. 	
      the above representations and warranties will be true and
      correct both as of the execution of this certificate and as of the closing
      time of the purchase and sale of the Purchased Securities and acknowledges
      that they will survive the completion of the issue of the Purchased
      Securities.



The undersigned acknowledges that the foregoing representations
and warranties are made by the undersigned with the intent that they be relied
upon in determining the suitability of the Purchaser as a purchaser of the
Purchased Securities and that this certificate is incorporated into and forms
part of the Subscription Agreement and the undersigned undertakes to immediately
notify the Corporation of any change in any statement or other information
relating to the Purchaser set forth herein which takes place prior to the
closing time of the purchase and sale of the Purchased Securities.

Dated: ________________________, 2006.

 

 

	 	 	 
	 	 	Print name of Purchaser 
	 	 	  
	 	 	By: 
	 	 	Signature 
	 	 	  
	 	 	Title 
	 	 	  
	 	 	  
			
      (please print name of individual whose signature appears
      above, if different from name of purchaser printed above)
  



- 3 -




APPENDIX “A”
TO CERTIFICATE OF ACCREDITED
INVESTOR

The Subscriber hereby represents, warrants and certifies to the
Corporation and the Agent that the Subscriber (or its disclosed principal) is an
“accredited investor” as defined in NI 45–106 by virtue of being: [check
appropriate item(s) below]

	________	(a) 	
      a Canadian financial institution, or a Schedule III bank,
      

	 	 	
       

	________	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada),
      

	 	  	
       

	________	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary, 

	 	 	
       

	________	(d) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador), 

	 	 	
       

	________	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d), 

	 	  	
       

	________	(f) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada, 

	 	  	
       

	________	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec, 

	 	 	
       

	________	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government, 

	 	  	
       

	________	(i) 	
      a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada,
      

	 	  	
       

	________	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000, 

	 	 	
       

	________	(k) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year,
    

	 	 	
       

	________	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000, 

	 	 	
       

	________	(m) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements, 

	 	  	
       

	________	(n) 	
      an investment fund that distributes or has distributed
      its securities only to 




	 	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	 
	 	
      (ii) 
	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum amount investment]
      and 2.19 [Additional investment in investment funds] of
      NI 45 106, or

	 	 	 
	 	
      (iii) 
	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 [Investment fund
      reinvestment] of NI 45 106,








	________	(o) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Quebec, the securities regulatory authority, has issued a
      receipt 

	 	 	
       

	________	(p) 	
      a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan
      Companies Act (Canada) or under comparable legislation in a
      jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be, 

	 	 	
       

	 ________	(q) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person 




	 	(i) 	
      is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction, and

	 	 	 
	 	(ii) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund,




	________	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded,

	 	 	 
	________	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function,

	 	 	 
	________	(t) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors,

	 	 	 
	________	(u) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser,
      or

	 	 	 
	________	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Quebec, the
      regulator as




	 	(i) 	
      an accredited investor, or

	 	 	 
	 	(ii) 	
      an exempt purchaser in Alberta or British
  Columbia.



For the purposes hereof:

	 	(a) 	
      “Canadian financial institution” means

	 	 	 	 
	 		(i) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 	 	 
	 		(ii) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of Canada;

	 	 	 	 
	 	(b) 	
      “control person” has the same meaning as in
      securities legislation except in Manitoba, Newfoundland and Labrador,
      Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island
      and Quebec where control person means any person that holds or is one of
      the combination of persons that holds:

	 	 	 	 
	 		(i) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer,
or



- 2 -





	 		(ii) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the issuer;

	 	 	 	 	 
	 	(c) 	
      “director” means

	 	 	 	 	 
	 		(i) 	
      a member of the board of directors of a company or an
      individual who performs similar functions for a company, and

	 	 	 	 	 
	 		(ii) 	
      with respect to a person that is not a company, an
      individual who performs functions similar to those of a director of a
      company;

	 	 	 	 	 
	 	(d) 	
      “eligibility adviser” means

	 	 	 	 	 
	 		(i) 	
      a person that is registered as an investment dealer or in
      an equivalent category of registration under the securities legislation of
      the jurisdiction of a purchaser and authorized to give advice with respect
      to the type of security being distributed, and

	 	 	 	 	 
			
      (ii) 
	
      in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not

	 	 	 	 	 
				
      A. 
	
      have a professional, business or personal relationship
      with the issuer, or any of its directors, executive officers, founders, or
      control persons, and

	 	 	 	 	 
	 			B.	
       have acted for or been retained personally or
      otherwise as an employee, executive officer, director, associate or
      partner of a person that has acted for or been retained by the issuer or
      any of its directors, executive officers, founders or control persons
      within the previous 12 months;




	 	(e) 	 “eligible investor” means

	 	 	 	 	 
			(i) 	 a person whose

	 	 	 	 	 
				A. 	 net assets, alone or with a spouse, in the case of an
        individual, exceed $400,000,

	 	 	 	 	 
				B. 	 net income before taxes exceeded $75,000 in each of
        the 2 most recent calendar years and who reasonably expects to exceed
        that income level in the current calendar year, or

	 	 	 	 	 
				C. 	 net income before taxes, alone or with a spouse, in
        the case of an individual, exceeded $125,000 in each of the 2 most recent
        calendar years and who reasonably expects to exceed that income level
        in the current calendar year,

	 	 	 	 	 
			(ii) 	 a person of which a majority of the voting
        securities are beneficially owned by eligible investors or a majority
        of the directors are eligible investors,



- 3 -





	 	(iii) 	
      a general partnership of which all of the partners are
      eligible investors,

	 	 	 
	 	(iv) 	
      a limited partnership of which the majority of the
      general partners are eligible investors,

	 	 	 
	 	(v) 	
      a trust or estate in which all of the beneficiaries or a
      majority of the trustees or executors are eligible investors,

	 	 	 
	 	(vi) 	
      an accredited investor,

	 	 	 
	 	(vii) 	
      a person described in section 2.5 [Family, friends and
      business associates] of NI45 106, or

	 	 	 
	 	(viii) 	
      a person that has obtained advice regarding the
      suitability of the investment and, if the person is resident in a
      jurisdiction of Canada, that advice has been obtained from an eligibility
      adviser;




	 	(f) 	
      “EVCC” means an employee venture capital
      corporation that does not have a restricted constitution and is registered
      under Part 2 of the Employee Investment Act (British Columbia) and
      whose business objective is making multiple investments;

	 	 	 	 
	 	(g) 	
      “executive officer” means, for an issuer, an
      individual who is

	 	 	 	 
	 		(i) 	
      a chair, vice-chair or president,

	 	 	 	 
	 		(ii) 	
      a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,

	 	 	 	 
	 		(iii) 	
      an officer of the issuer or any of its subsidiaries and
      who performs a policy- making function in respect of the issuer,
  or

	 	 	 	 
	 		(iv) 	
      performing a policy-making function in respect of the
      issuer;

	 	 	 	 
	 	(h) 	
      “financial assets” means

	 	 	 	 
	 	(i) 	
      cash,

	 	 	 	 
	 		(i) 	
      securities, or

	 	 	 	 
	 		(ii) 	
      a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;

	 	 	 	 
	 		(iii) 	
      “foreign jurisdiction” means a country other than Canada
      or a political subdivision of a country other than Canada;

	 	 	 	 
	 	(j) 	
      “founder” means, in respect of an issuer, a person
      who,

	 	 	 	 
	 		(i) 	
      acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and

	 	 	 	 
	 		(ii) 	
      at the time of the trade is actively involved in the
      business of the issuer;



- 4 -





	 	(k) 	
      “fully managed account” means an account of a
      client for which a person makes the investment decisions if that person
      has full discretion to trade in securities for the account without
      requiring the client’s express consent to a transaction;

	 	 	 	 	 
	 	(l) 	
      “jurisdiction” means a province or territory of
      Canada except when used in the term foreign jurisdiction;

	 	 	 	 	 
	 	(m) 	
      “investment fund” means a mutual fund or a
      non-redeemable investment fund, and, for greater certainty in British
      Columbia, includes an EVCC and VCC;

	 	 	 	 	 
	 	(n) 	
      “local jurisdiction” means the jurisdiction in
      which the Canadian securities regulatory authority is situate;

	 	 	 	 	 
	 	(o) 	
      “non-redeemable investment fund” means an
      issuer,

	 	 	 	 	 
	 		(i) 	
      whose primary purpose is to invest money provided by its
      securityholders,

	 	 	 	 	 
	 		(ii) 	
      that does not invest,

	 	 	 	 	 
	 			A. 	
      for the purpose of exercising or seeking to exercise
      control of an issuer, other than an issuer that is a mutual fund or a
      non-redeemable investment fund, or

	 	 	 	 	 
	 			B. 	
      for the purpose of being actively involved in the
      management of any issuer, other than an issuer that is a mutual fund or a
      non-redeemable investment fund, and

	 	 	 	 	 
	 		(iii) 	
      that is not a mutual fund;

	 	 	 	 	 
	 	(p) 	
      “person” includes

	 	 	 	 	 
	 		(i) 	
      an individual,

	 	 	 	 	 
	 		(ii) 	
      a corporation,

	 	 	 	 	 
	 		(iii) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 	 	 	 
	 		(iv) 	
      an individual or other person in that person’s capacity
      as a trustee, executor, administrator or personal or other legal
      representative;

	 	 	 	 	 
	 	(q) 	
      “regulator” means, for the local jurisdiction, the
      Executive Director as defined under securities legislation of the local
      jurisdiction;

	 	 	 	 	 
	 	(r) 	
      “related liabilities” means

	 	 	 	 	 
	 		(i) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	 	 	 	 
	 		(ii) 	
      liabilities that are secured by financial assets;
    and

	 	 	 	 	 
	 	(s) 	
      “spouse” means, an individual
who,



- 5 -





	 	(i) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual,

	 	 	 
	 	(ii) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or

	 	 	 
	 	(iii) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta);




	 	(t) 	
      “subsidiary” means an issuer that is controlled
      directly or indirectly by another issuer and includes a subsidiary of that
      subsidiary;

	 	 	 
	 	(u) 	
      “VCC” means a venture capital corporation
      registered under Part 3 of the Small Business Venture Capital Act
      (British Columbia) whose business objective is making multiple
      investments.



Affiliated Entities and Control

	1. 	
      An issuer is considered to be an affiliate of another
      issuer if one of them is a subsidiary of the other, or if each of them is
      controlled by the same person.

	 	 	 
	2. 	
      A person (first person) is considered to control another
      person (second person) if

	 	 	 
		(a) 	
      the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless the
      first person holds the voting securities only to secure an
    obligation,

	 	 	 
		(b) 	
      the second person is a partnership, other than a limited
      partnership, and the first person holds more than50% of the interests in
      the partnership, or

	 	 	 
		(c) 	
      the second person is a limited partnership and the
      general partner of the limited partnership is the first
  person.



All monetary references are in Canadian Dollars.

- 6 -




SCHEDULE “D”

ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

FOR SUBSCRIBERS OUTSIDE OF NORTH AMERICA

The Subscriber, on its own behalf and (if applicable) on behalf
of others for whom it is contracting hereunder, further represents, warrants and
covenants to and with the Corporation and the Agent (and acknowledges that the
Corporation and the Agent are relying thereon) that it is, and (if applicable)
any beneficial purchaser for whom it is contracting hereunder is, a resident of,
or otherwise subject to, the securities legislation of a jurisdiction other than
Canada or the United States, and:

	 	(a) 	
      the Subscriber is, and (if applicable) any other
      purchaser for whom it is contracting hereunder, is:

	 	 	 	 
	 		(i) 	
      a purchaser that is recognized by the securities
      regulatory authority in the jurisdiction in which it is, and (if
      applicable) any other purchaser for whom it is contracting hereunder is
      resident or otherwise subject to the securities laws of such jurisdiction,
      as an exempt purchaser and is purchasing the Purchased Securities as
      principal for its, or (if applicable) each such other purchaser's, own
      account, and not for the benefit of any other person, for investment only
      and not with a view to resale or distribution; or

	 	 	 	 
	 		(ii) 	
      a purchaser which is purchasing Purchased Securities
      pursuant to an exemption from any prospectus or securities registration
      requirements (particulars of which are enclosed herewith) available to the
      Corporation, the Subscriber and any such other purchaser under applicable
      securities laws of their jurisdiction of residence or to which the
      Subscriber and any such other purchaser are otherwise subject to, and the
      Subscriber and any such other purchaser shall deliver to the Corporation
      such further particulars of the exemption and their qualification
      thereunder as the Corporation may reasonably request;

	 	 	 	 
	 	(b) 	
      the purchase of Purchased Securities by the Subscriber,
      and (if applicable) each such other purchaser, does not contravene any of
      the applicable securities laws in such jurisdiction and does not trigger:
      (i) any obligation to prepare and file a prospectus, an offering
      memorandum or similar document, or any other ongoing reporting
      requirements with respect to such purchase or otherwise; or (ii) any
      registration or other obligation on the part of the Corporation or the
      Agent; and

	 	 	 	 
	 	(c) 	
      the Subscriber, and (if applicable) any other purchaser
      for whom it is contracting hereunder, will not sell or otherwise dispose
      of any Purchased Securities or any Common Shares, Warrants and Warrant
      Shares underlying the Units (the “Underlying Securities”), except
      in accordance with applicable Canadian securities laws and in accordance
      with the rules and regulations of the Over-The-Counter Bulletin Board, and
      if the Subscriber, or (if applicable) such beneficial purchaser, sells or
      otherwise disposes of any Units or Underlying Securities to a person other
      than a resident of Canada, the Subscriber, and (if applicable) such
      beneficial purchaser, will obtain from such purchaser representations,
      warranties and covenants in the same form as provided in this Schedule “D”
      and shall comply with such other requirements as the Corporation may
      reasonably require.







Dated at _______________ this ____ day of ____________,
2006.

 

	 	 	 
	 	 	Name of Subscriber 
	 	 	 
	 	By: 	 
	 	 	Signature 
	 	 	 
	 	 	Title