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                                                             Canada - BC, AB, ON

                KODIAK ENERGY, INC. - UNIT SUBSCRIPTION AGREEMENT
                -------------------------------------------------
A completed and originally executed copy of this Subscription  Agreement and the
Schedule,  if applicable,  duly  completed and signed,  must be delivered to the
Corporation.

TO:      Kodiak Energy, Inc.
         (the "Corporation")

The undersigned (the "Subscriber") hereby irrevocably  subscribes for and agrees
to purchase the number of units  ("Units") set forth below for the  subscription
price of $6.40 (Canadian) per Unit representing the aggregate  consideration set
forth  below  (the  "Subscription  Amount"),  upon and  subject to the terms and
conditions set forth in the attached "TERMS AND CONDITIONS OF  SUBSCRIPTION  FOR
UNITS OF KODIAK ENERGY,  INC." (the "Terms and Conditions")  (together with this
page  and the  attached  Schedule,  the  "Subscription  Agreement").  Each  Unit
consists of one share  ("Common  Share") in the common stock of the  Corporation
and three Common Shares with attached  "flow-through"  benefits  pursuant to the
Income Tax Act (Canada) ("Flow-Through Shares").
_______________________________________  _______________________________________
Subscriber's Particulars:                Number of Units:____________________

_______________________________________  Subscription Amount:  $_____________
Name of Subscriber - please print        _______________________________________
                                         If the  Subscriber is signing as agent
                                         for a  principal  and is not deemed to
By:____________________________________  be purchasing as principal pursuant to
   Authorized Signature                  NI  45-106  (as  defined   herein)  by
                                         virtue  of  being  either  (i) a trust
_______________________________________  company or trust corporation acting on
Official Capacity or Title, if any       behalf  of  a  fully  managed  account
 (please print)                          managed by the trust  company or trust
                                         corporation;  or (ii) a person  acting
_______________________________________  on behalf of a fully  managed  account
Name of Authorized Signing Authority     managed   by  it,  and  in  each  case
 (please print)                          satisfying  the  criteria set forth in
                                         NI 45-106,  complete the following and
_______________________________________  ensure that Schedule A is completed in
Subscriber's Residential Address         respect of such principal:

_______________________________________  _______________________________________
City/Town     Province    Postal Code    Name of Principal

                                         _______________________________________
__________________  ___________________  Principal's Residential Address
Telephone Number             Fax Number
                                         _______________________________________
_______________________________________  City/Town      Province     Postal Code
e-mail address
                                         _______________________________________
_______________________________________  Principal's Telephone Number
Social Insurance Number/
Corporate Account Number                 _______________________________________
                                         Principal's e-mail address

                                         _______________________________________
                                         Principal's Social Insurance Number/
                                         Corporate Account Number
_______________________________________  _______________________________________
Register the Common Shares as above |_|  Certificates for Common Shares will be
, or as set forth below:                 delivered     to    the     registered
                                         shareholder    unless    delivery   is
                                         otherwise   specified   as  set  forth
                                         below:
_______________________________________  _______________________________________
Name                                     Name

_______________________________________  _______________________________________
Account reference, if applicable         Account reference, if applicable

_______________________________________  _______________________________________
Address                          Street  Contact Name

_______________________________________  _______________________________________
City/Town     Province      Postal Code  Address

_______________________________________  _______________________________________
                                         Telephone Number
_______________________________________  _______________________________________

ACCEPTANCE:   The  Corporation  hereby  accepts  this  Subscription   Agreement,
              subject to the Terms and Conditions.

DATED this _____ day of ___________________, 2006

KODIAK ENERGY, INC.

Per: _______________________________________________


                                                       _________________________
                                                       Subscription No:

                                                       _________________________

               This is the first page of an agreement comprised of
                       17 pages (not including Schedule A).


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                                        2

         TERMS AND CONDITIONS OF SUBSCRIPTION FOR FLOW-THROUGH SHARES OF
                               KODIAK ENERGY, INC.

1.       The Subscriber  acknowledges that the Subscriber's Units will be issued
         in connection  with the issue of 625,000 Units (or such other number of
         Units as may be  determined  by the  Corporation  at a price of  (Cdn.)
         $6.40  per Unit  ((Cdn.)  $1.60  per  Common  Share)  to be sold by the
         Corporation  by private  placement to be dated on or before the Closing
         Date (the "Offering").

2.       Definitions.   In  this  Subscription  Agreement,  unless  the  context
         otherwise requires:

         (a)      "Accredited  Investor Status Certificate" means the Accredited
                  Investor  Status  Certificate  in the form attached  hereto as
                  Schedule A which is required to be  completed  by a Subscriber
                  who  is  purchasing  securities  as an  "accredited  investor"
                  pursuant to NI 45-106;

         (b)      "affiliate",  "distribution" and "insider" have the respective
                  meanings ascribed to them in the Securities Act (Alberta);

         (c)      "Canadian  Development  Expense(s)"  or "CDE"  means  Canadian
                  development  expenses described in paragraph (a) or (b) of the
                  definition  of "Canadian  development  expense" in  subsection
                  66.2(5) of the Tax Act or would be described in paragraph  (f)
                  of such definition if the words "any of paragraphs (a) to (e)"
                  in  that  paragraph  were  read  as  "paragraph  (a) or  (b)",
                  excluding amounts which are prescribed to constitute "Canadian
                  exploration  and development  overhead  expense" under the Act
                  and the  amount  of any  assistance  described  in  paragraphs
                  66(12.62)(a) and 66(12.601)(c) of the Tax Act;

         (d)      "Canadian  Exploration  Expense(s)"  or "CEE"  means  expenses
                  described  in  paragraphs  (a) or (d)  of  the  definition  of
                  "Canadian  exploration  expense" in subsection  66.1(6) of the
                  Tax Act,  or  would  be  described  in  paragraph  (h) of such
                  definition  if the  words  "paragraphs  (a) to (d)  and (f) to
                  (g.1)"  were  read  as  "paragraphs  (a) and  (d)",  excluding
                  amounts  which  are   prescribed   to   constitute   "Canadian
                  exploration  and development  overhead  expense" under the Tax
                  Act,  the  amount of any  assistance  described  in  paragraph
                  66(12.6)(a)  of the Tax Act and the cost of any  seismic  data
                  which constitutes a "specified  expense" within the meaning of
                  paragraph 66(12.6)(b.1) of the Tax Act;

         (e)      "Closing"  means the  completion  of the issue and sale by the
                  Corporation  and the purchase by the  Subscribers of the Units
                  pursuant to the subscription  agreements,  in the form of this
                  Subscription Agreement, completed by Subscribers;

         (f)      "Closing  Date" means  December 21, 2006 or such other date as
                  the Corporation may determine;

         (g)      "Closing Time" means 10:00 a.m.  (Calgary time) on the Closing
                  Date or such other time as the Corporation may determine;

         (h)      "CRA" means Canada Revenue Agency;

         (i)      "Designated  Provinces"  means British  Columbia,  Alberta and
                  Ontario and such other provinces that may be designated by the
                  Corporation prior to the Closing Date;

         (j)      "Expenditure  Period" means the period  commencing on the date
                  of  acceptance  by  the   Corporation  of  this   Subscription
                  Agreement and ending on the earlier of:

                  (i)      the  date  on  which  the  Flow-Through  Subscription
                           Amount has been fully expended in accordance with the
                           terms hereof; and


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                                       3


                  (ii)     December 31, 2007;

         (k)      "Flow-Through Subscription Amount" means a dollar amount equal
                  to three-quarters of the Subscription Amount;

         (l)      "founder" means, in respect of the Corporation, 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 Corporation; and

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

         (m)      "material"  means material in relation to the  Corporation and
                  its subsidiaries considered on a consolidated basis;

         (n)      "Offering" has the meaning given thereto in section 1;

         (o)      "NI 45-106" means National  Instrument  45-106  Prospectus and
                  Registration Exemptions;

         (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)      "Principal-Business  Corporation" means a  "principal-business
                  corporation" as defined in subsection 66(15) of the Tax Act;

         (r)      "Qualifying  CDE"  means  an  amount  of CDE  incurred  by the
                  Corporation  which is eligible for  renunciation  as CEE under
                  subsection 66(12.601) of the Tax Act;

         (s)      "Qualifying  Expenditures"  means expenses that are Qualifying
                  CDE or CEE incurred by the Corporation  during the Expenditure
                  Period;

         (t)      "Regulation"  means a regulation  promulgated  pursuant to the
                  Tax Act;

         (u)      "Securities Commissions" means,  collectively,  the Securities
                  Exchange  Commission of the United  States and the  securities
                  commission or other securities regulatory authority in each of
                  the Designated Provinces;

         (v)      "Securities  Laws" means:  (i)  collectively,  the  applicable
                  securities  laws of each of the  Designated  Provinces and the
                  respective  instruments,  regulations and rules made and forms
                  prescribed  thereunder together with all applicable  published
                  policy statements,  blanket orders, rulings and notices of the
                  Securities  Commissions;  (ii) the U.S. Securities Act and all
                  rules and  regulations  made  thereunder;  and (iii) any other
                  securities   laws,   rules,   regulations  or  other  form  of
                  governmental  directive  applicable to the Subscribers (or any
                  beneficial person whom the Subscriber is subscribing on behalf
                  of) or the Corporation;


<PAGE>

                                       4


         (w)      "spouse" means an individual who:

                  (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
                           (i) or (ii),  or is an adult  interdependent  partner
                           within  the  meaning  of  the  Adult   Interdependent
                           Relationships Act (Alberta);

         (x)      "Subscribers"  means all subscribers for the Units pursuant to
                  the Offering, including the Subscriber;

         (y)      "Tax Act" means the Income Tax Act  (Canada),  as amended from
                  time to time; and

         (z)      "U.S.  Securities Act" means the United States  Securities Act
                  of 1933.

3.       Delivery  and  Payment.   The  Subscriber  agrees  that  the  following
         documents shall be delivered to Kodiak Energy,  Inc.,  Suite 460, 734 -
         7th  Avenue  S.W.,  Calgary,  Alberta  T2P 3P8 not later than 4:30 p.m.
         (Calgary  time) on the day that is 2 business days prior to the Closing
         Date or such other date or place as the Corporation may advise:

         (a)      a  completed  and  duly  signed  copy  of  this   Subscription
                  Agreement;

         (b)      if  the  Subscriber  is  purchasing  Units  as an  "accredited
                  investor" (as such term is defined in NI 45-106),  a completed
                  and duly  signed  copy of the NI  45-106  Accredited  Investor
                  Status Certificate attached hereto as Schedule A;

         (c)      any other  documents  required by applicable  Securities  Laws
                  which the Corporation requests; and

         (d)      a  certified  cheque or bank  draft  made  payable in same day
                  freely transferable Canadian funds at par in Calgary,  Alberta
                  to  "Kodiak   Energy,   Inc."   representing   the   aggregate
                  Subscription   Amount   payable  by  the  Subscriber  for  the
                  Subscriber's  Units,  or such other method of payment  against
                  delivery of the Units as the Corporation may accept.

         The  Subscriber  acknowledges  and  agrees  that such  documents,  when
         executed and delivered by the Subscriber, will form part of and will be
         incorporated into this  Subscription  Agreement with the same effect as
         if each  constituted a  representation  and warranty or covenant of the
         Subscriber  hereunder  in favour  of the  Corporation.  The  Subscriber
         consents to the filing of such documents as may be required to be filed
         with the  applicable  securities  regulatory  authorities in connection
         with the transactions  contemplated hereby. The Subscriber acknowledges
         and agrees  that this  subscription,  the  Subscription  Amount and any
         other  documents  delivered in connection  herewith will be held by the
         Corporation until Closing.

4.       Closing. The transactions  contemplated hereby will be completed at the
         Closing  at the  offices  of  Borden  Ladner  Gervais  LLP in  Calgary,
         Alberta.

         The Subscriber  acknowledges  that  certificates  for the  Subscriber's
         Units will be available for delivery at the Closing  against payment of
         the Subscription Amount for the Subscriber's Units.

         The Subscriber  acknowledges and agrees that the subscription for Units
         contemplated  by  this   Subscription   Agreement  is  subject  to  the
         Corporation's acceptance of this Subscription Agreement, in whole or in


<PAGE>

                                       5


         part, and compliance  with all applicable  Securities Laws and that the
         Corporation  may  decline to  complete  this  subscription  in its sole
         discretion.  If any  portion of this  subscription  is  rejected or not
         completed,  the Corporation will promptly return any funds delivered to
         the Corporation by the Subscriber as payment of the unused Subscription
         Amount without deduction or interest.

         The  Corporation  is hereby  appointed  to act in its sole and absolute
         discretion as the Subscriber's agent to represent the Subscriber at the
         Closing  for the  purpose of all  closing  matters  and  deliveries  of
         documents and receipt of  certificates  representing  the  Subscriber's
         Units.   Without   limiting  the  generality  of  the  foregoing,   the
         Corporation  is  irrevocably  authorized,  in  its  sole  and  absolute
         discretion:

         (a)      to complete or correct  manifest  errors or  omissions  in the
                  information  provided by the  Subscriber in this  Subscription
                  Agreement  and any other forms or  documents  delivered by the
                  Subscriber in connection  with the  transactions  contemplated
                  hereby, if any; and

         (b)      to receive on its behalf  certificates  representing the Units
                  purchased under this Subscription Agreement.

         The  Subscriber  will take up,  purchase  and pay for the  Subscriber's
         Units at the Closing upon acceptance of this offer by the Corporation.

5.       Representations,  Warranties  and  Covenants  of  the  Corporation.  By
         accepting this Subscription  Agreement,  the Corporation represents and
         warrants to the Subscriber as follows:

         (a)      the  Corporation  has been duly  incorporated  and is  validly
                  subsisting  and  in  good  standing  under  the  laws  of  its
                  incorporation and the Corporation has all requisite  corporate
                  power  and  capacity  to  enter  into,  and has all  requisite
                  corporate  power and  capability to carry out its  obligations
                  under, this Subscription Agreement;

         (b)      on the  Closing  Date,  the  Corporation  will have  taken all
                  corporate  steps and  proceedings  necessary  to  approve  the
                  transactions  contemplated hereby, including the execution and
                  delivery of this Subscription Agreement;

         (c)      no order  ceasing or suspending  trading in the  securities of
                  the  Corporation  nor  prohibiting the sale of such securities
                  has been issued to the Corporation or its directors,  officers
                  or  promoters  and,  to  the  best  of  the  knowledge  of the
                  Corporation,   no   investigations  or  proceedings  for  such
                  purposes are pending or threatened;

         (d)      the  Corporation  has full  corporate  power and  authority to
                  undertake  the  Offering of Units  contemplated  hereby and to
                  issue the Flow-Through Shares;

         (e)      as of the date  hereof,  the  taxable  capital  amount  of the
                  Corporation,  as that  expression is defined under  subsection
                  66(12.6011)  of the Act, does not exceed  $15,000,000  for the
                  purpose of  determining  the  Corporation's  right to renounce
                  Qualifying  CDE  to  the  Subscriber  pursuant  to  subsection
                  66(12.601) of the Tax Act;

         (f)      at the  Closing  Time,  the  Units  will be duly  and  validly
                  created,   authorized   and   issued   as   fully   paid   and
                  non-assessable Common Shares;

         (g)      the   Corporation  has  complied  and  will  comply  with  all
                  applicable  corporate and Securities  Laws in connection  with
                  the offer, sale and issuance of the Units;

         (h)      the  issuance  and  sale of the  Flow-Through  Shares  and the
                  incurring and  renouncing of  Qualifying  Expenditures  to the
                  Subscriber pursuant hereto does not and will not conflict with


<PAGE>

                                       6


                  and does not and will  not  result  in a breach  of any of the
                  terms, conditions or provisions of its constating documents or
                  any  agreement or  instrument  to which the  Corporation  is a
                  party;

         (i)      the  Corporation  has not received  notice from any applicable
                  regulatory  authority  that it is in  material  default of any
                  applicable Securities Laws;

         (j)      the  Corporation  is,  and, at all  material  times will be, a
                  Principal-Business Corporation;

         (k)      except as a result of any  agreement to which the  Corporation
                  is not a party and of which the  Corporation has no knowledge,
                  the  Flow-Through  Shares will,  at the time of  issuance,  be
                  "flow-through  shares" as defined in subsection  66(15) of the
                  Tax Act, and will not constitute  "prescribed  shares" for the
                  purpose of  Regulation  6202.1 of the  regulations  to the Tax
                  Act;

         (l)      the  Corporation  will not be  subject  to the  provisions  of
                  subsection  66(12.67) of the Tax Act in a manner which impairs
                  the  ability  to  renounce  Qualifying   Expenditures  to  the
                  Subscriber in an amount equal to the Flow-Through Subscription
                  Amount; and

         (m)      all  Qualifying   Expenditures  renounced  to  the  Subscriber
                  pursuant  to this  Subscription  Agreement  would be  expenses
                  that,  but for the  renunciation  to the  Subscriber  would be
                  entitled to deduct in computing its income for the purposes of
                  Part I of the Tax Act.

6.       Covenants of the Corporation. The Corporation covenants:

         (a)      to keep proper books,  records and accounts of all  Qualifying
                  Expenditures and all  transactions  affecting the Flow-Through
                  Subscription  Amount and the Qualifying  Expenditures and upon
                  reasonable  notice,  to make such books,  records and accounts
                  available  for  inspection  and  audit by or on  behalf of the
                  Subscriber  during normal  business hours at the  Subscriber's
                  expense and to provide such other assistance to the Subscriber
                  as may be reasonably  required  should a dispute arise between
                  the   Subscriber  and  CRA  with  respect  to  the  Qualifying
                  Expenditures;

         (b)      to  incur,   during   the   Expenditure   Period,   Qualifying
                  Expenditures  in such  amount as enables  the  Corporation  to
                  renounce to the  Subscriber,  as Qualifying  Expenditures , in
                  accordance with the Tax Act and this  Subscription  Agreement,
                  Qualifying Expenditures in an amount equal to the Flow-Through
                  Subscription Amount;

         (c)      to  renounce  (in  accordance   with  the  Tax  Act  and  this
                  Subscription  Agreement)  to the  Subscriber,  effective on or
                  before  December 31, 2006,  Qualifying  Expenditures  incurred
                  during  the  Expenditure  Period  in an  amount  equal  to the
                  Flow-Through Subscription Amount;

         (d)      to renounce  the  Qualifying  CDE incurred  hereunder  only in
                  accordance with subsection 66(12.601) of the Tax Act;

         (e)      to file with CRA, the form prescribed by subsection  66(12.68)
                  of the  Tax  Act  together  with a copy  of the  form  of this
                  Subscription  Agreement,  within the time period prescribed by
                  law;

         (f)      to file with CRA, the form  prescribed by subsection  66(12.7)
                  of the Tax Act on or before  the last day of the  first  month
                  following  each  month  in  which  any  renunciation  is  made
                  pursuant to the terms of this Subscription Agreement;


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                                       7


         (g)      if the  Corporation  does  not  renounce  to  the  Subscriber,
                  effective  on  or  before   December   31,  2006,   Qualifying
                  Expenditures   in  an   amount   equal  to  the   Flow-Through
                  Subscription  Amount,  the  Corporation  shall  indemnify  the
                  Subscriber as to, and pay to the  Subscriber,  an amount equal
                  to the amount of any tax  payable  or that may become  payable
                  under  the Tax Act (and  under  any  corresponding  provincial
                  legislation)  by  the  Subscriber  as a  consequence  of  such
                  failure,  such  payment to be made on a timely  basis once the
                  amount is definitively determined;

         (h)      to deliver to the Subscriber at the  Subscriber's  address set
                  forth  above,  not later than  February  28,  2007,  Form T101
                  Supplementary setting forth the aggregate amount of Qualifying
                  Expenditures  renounced to the Subscriber  pursuant hereto for
                  filing with the Subscriber's tax return;

         (i)      that the Corporation  will not reduce the amount  renounced to
                  the  Subscriber  hereunder  and,  in the  event  the  Minister
                  responsible  for  CRA  reduces  the  amount  renounced  to the
                  Subscriber  pursuant to  subsection  66(12.73) of the Tax Act,
                  the  Corporation  will indemnify the Subscriber as to, and pay
                  to the  Subscriber,  an amount  equal to the amount of any tax
                  payable  under  the  Tax  Act  (and  under  any  corresponding
                  provincial  legislation) by the Subscriber as a consequence of
                  such reduction, such payment to be made on a timely basis once
                  the amount is definitively determined;

         (j)      to  maintain  its status as a  Principal-Business  Corporation
                  until January 1, 2008;

         (k)      that  the   Corporation  has  not  and  will  not  enter  into
                  transactions or take deductions  which would otherwise  reduce
                  its  cumulative CEE or cumulative CDE to an extent which would
                  preclude a renunciation of Qualifying  Expenditures  hereunder
                  in an amount  equal to the  Flow-Through  Subscription  Amount
                  effective on or before December 31, 2006;

         (l)      that none of the  Qualifying  Expenditures  will be  renounced
                  pursuant  to  a  "prohibited   relationship"   as  defined  in
                  subsection 66(12.671) of the Tax Act;

         (m)      to file, within the time(s) prescribed by the Tax Act or the
                  Regulations to the Tax Act, as applicable, all forms required
                  under the Tax Act or the Regulations necessary to effectively
                  renounce Qualifying Expenditures equal to the Flow-Through
                  Subscription Amount to the Subscriber effective on or before
                  December 31, 2006 and to provide the Subscriber with a copy of
                  all such forms as required to be provided thereto, all on a
                  timely basis; and

         (n)      to   renounce   Qualifying   Expenditures   pursuant  to  this
                  Subscription  Agreement  and  other  subscription   agreements
                  entered  into  pursuant to the  Offering pro rata based on the
                  number of Flow-Through  Shares issued or to be issued pursuant
                  hereto and thereto before or concurrent with the renouncing of
                  Qualifying  Expenditures  pursuant to any other  agreement  (a
                  "Subsequent Agreement") which the Corporation shall, after the
                  Closing Date, enter into and if the Corporation is required by
                  the Tax Act or the  Regulations  or the  Minister  of National
                  Revenue to reduce Qualifying Expenditures previously renounced
                  to Subscribers pursuant to the Offering, such reduction shall,
                  to the extent  possible,  be made pro rata based on the number
                  of  Flow-Through  Shares issued  pursuant to the Offering only
                  after  it  has  first  reduced  to  the  extent  possible  all
                  Qualifying  Expenditures renounced to persons under Subsequent
                  Agreements.

7.       Registration Rights

         (a)      Grant of Right.  The  Corporation  shall use its  commercially
                  reasonable  efforts  to file on or before  April 30,  2007,  a
                  registration  statement with the SEC registering for resale by
                  the  Subscriber  or successor  in interest  the Common  Shares
                  underlying  the Units issued  hereunder,  on Form SB-2 or such


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                                       8


                  other  registration  statement  form  applicable to the Common
                  Shares  and  the   Corporation   for  resale   purposes.   The
                  Corporation  will use its commercially  reasonable  efforts to
                  have such registration statement declared effective by the SEC
                  as promptly as practicable after filing.  The Corporation will
                  use  its  commercially  reasonable  efforts  to  maintain  the
                  effectiveness of such  registration  statement,  including the
                  filing  of any  required  new or post  effective  registration
                  statements  until such time as the  Subscriber or successor in
                  interest  is able to sell the  Common  Shares  under  Rule 144
                  without restriction as to the volume limitations of such rule,
                  and the  Corporation  hereby  covenants  to keep  current  its
                  public  disclosure under the United States Federal  securities
                  laws so that Rule 144 is  available to the  Subscriber  or its
                  successors  in interest.  Notwithstanding  the  foregoing,  is
                  understood that there are no liquidated or other penalties due
                  to the  Subscribers  or successors in interest for the failure
                  to file or have declared effective such registration statement
                  or  to  maintain  its  effectiveness,   or  keep  current  its
                  information  in order to make available Rule 144 to any seller
                  of  Common  Shares,  other  than  ordinary  contract  damages.
                  Notwithstanding  the  grant  of  the  foregoing   registration
                  rights,  any  Subscriber or successor in interest whose Common
                  Shares are considered  ineligible for  registration  as resale
                  securities at market  prices under the United  States  Federal
                  securities  laws  shall not be  entitled  to the  registration
                  rights  herein  provided.   At  any  time  that  an  effective
                  registration   statement  is  not   available  for  use  by  a
                  Subscriber or successor in interest,  upon written notice from
                  the  Corporation,  the  Subscriber  or  successor  in interest
                  agrees to cease using the  registration  statement for resales
                  until informed in writing that the  registration  statement or
                  another  registration  statement may be used for resales under
                  this provision.

         (b)      Non-Transferability  of  Registration  Rights.  Because of the
                  limitations  of the United States Federal  securities  laws in
                  relation  to the  ability  of the  Corporation  to change  the
                  selling shareholders, once the registration statement provided
                  for  under  the  immediately  preceding  section  is  declared
                  effective by the SEC, the registration  rights herein provided
                  shall  become   non-transferable  and  non-assignable  by  the
                  Subscriber.  Prior to the time  specified  in the  immediately
                  preceding  sentence,  the registration  rights granted to each
                  Subscriber  in  the  immediately   preceding  section  may  be
                  transferred by the Subscriber or subsequent  holder to another
                  holder of Common  Shares  who  acquires  record  ownership  of
                  Common Shares.

         (c)      Information;  Indemnification.  Each Subscriber and transferee
                  or assignee thereof of the registration rights herein provided
                  shall provide the Corporation  with all  information  required
                  with   respect  to  its   ownership  of   securities   of  the
                  Corporation,  persons having voting and dispositive  authority
                  over the Common Shares,  related party  relationships with the
                  Corporation,  relations with any  broker-dealers in the United
                  States  and Canada  and plan of  distribution,  and such other
                  information as may be reasonably  requested by the Corporation
                  for  disclosure  in the  registration  statement  on which the
                  Common  Shares are  included.  The failure to provide any such
                  information when requested by the Corporation, will permit the
                  Corporation to remove from the  registration  statement any or
                  all of the Common Shares of the  Subscriber or his  transferee
                  or assignee and in such event the rights herein  provided will
                  terminate as to such Common Shares.  The  Corporation  and the
                  Subscriber or the  Subscriber's  transferee or assignee in the
                  event of any transfer or  assignment of the Common Shares will
                  indemnify  each  other  in  usual  and  customary  manner  for
                  misstatements  and omissions in their  respective  information
                  included in the registration statement.

         (d)      Expenses. The Corporation shall pay all the costs and expenses
                  associated  with the  registration  of the  Common  Shares for
                  resale under the United  States  federal and state  securities
                  laws.  The  Subscriber or its  transferee or its assignee will
                  pay all  commissions  and expenses in connection with the sale
                  of any of the  Common  Shares so  registered  and any fees and
                  expenses  of  any  persons  engaged  by  them  to  review  the
                  registration statement on their behalf, including attorney and
                  accountant fees and expenses.


<PAGE>

                                       9


8.       Subscriber's   Representations   Warranties  &   Acknowledgments.   The
         Subscriber  (on its own behalf  and, if  applicable,  on behalf of each
         person on whose  behalf  the  Subscriber  is  contracting)  represents,
         warrants,   covenants  and   acknowledges  to  the   Corporation   (and
         acknowledges that the Corporation and its counsel are relying thereon),
         that both at the date hereof and at the Closing Time:

         (a)      Authorization  and  Effectiveness.  If  the  Subscriber  is an
                  individual,  it is of the  full  age of  majority  and has all
                  requisite legal capacity and competence to execute and deliver
                  this  Subscription  Agreement  and to observe  and perform its
                  covenants and obligations hereunder, or if the Subscriber is a
                  corporation,   the   Subscriber  is  a  valid  and  subsisting
                  corporation,   has  the  necessary   corporate   capacity  and
                  authority to execute and deliver this  Subscription  Agreement
                  and to observe  and  perform  its  covenants  and  obligations
                  hereunder  and has taken  all  necessary  corporate  action in
                  respect  thereof  or,  if  the  Subscriber  is a  partnership,
                  syndicate or other form of  unincorporated  organization,  the
                  Subscriber  has the necessary  legal capacity and authority to
                  execute and deliver this Subscription Agreement and to observe
                  and perform its  covenants and  obligations  hereunder and has
                  obtained all necessary  approvals in respect thereof,  and, if
                  the Subscriber is subscribing for Units hereunder as agent for
                  a disclosed  principal,  it is duly  authorized to execute and
                  deliver this  Subscription  Agreement and all other  necessary
                  documentation  in connection with such  subscription on behalf
                  of such  principal  and, in any case,  upon  acceptance by the
                  Corporation,  this  Subscription  Agreement  has been duly and
                  validly  authorized,  executed and delivered by the Subscriber
                  and  constitutes  a legal,  valid and binding  contract of the
                  Subscriber  (and any beneficial  purchaser whom the Subscriber
                  is   subscribing  on  behalf  of)   enforceable   against  the
                  Subscriber  (and any beneficial  purchaser whom the Subscriber
                  is subscribing on behalf of) in accordance  with its terms and
                  will not  result  in a  violation  of any of the  Subscriber's
                  constating  documents,  any of the terms or  provisions of any
                  law applicable to the Subscriber or any agreement to which the
                  Subscriber is a party or by which it is bound;

         (b)      Residence.  The  Subscriber is a resident of the  jurisdiction
                  referred to under "Subscriber's Particulars" on page 1 above;

         (c)      No Offering Memorandum.  The Subscriber has not received,  nor
                  has it  requested,  nor does it have any need to receive,  any
                  offering  memorandum,   or  any  other  document  (other  than
                  financial  statements,  interim  financial  statements  or any
                  other document,  the content of which is prescribed by statute
                  or  regulation)  describing  the  business  and affairs of the
                  Corporation  which has been  prepared  for  delivery  to,  and
                  review by,  prospective  subscribers  in order to assist it in
                  making an investment decision in connection with this Offering
                  and it has not become  aware of any  advertisement  in printed
                  media of  general  and  regular  paid  circulation  (or  other
                  printed   public   media)   or   on   radio,   television   or
                  telecommunications  or other form of advertisement  (including
                  electronic  display such as the Internet)  with respect to the
                  distribution of the Units;

         (d)      Purchasing as Principal. Except as provided in subsection 8(f)
                  hereof, the Subscriber is purchasing the Subscriber's Units as
                  principal (as defined in all applicable  Securities  Laws) for
                  its own account, and not for the benefit of any other person;

         (e)      Purchasing  for  Investment   Only.   Except  as  provided  in
                  subsection  8(f) hereof,  the  Subscriber  is  purchasing  the
                  Subscriber's  Units for investment only and not with a view to
                  resale  or  distribution.  The  Subscriber  is  aware  that no
                  prospectus   has  been  filed  with  any  of  the   Securities
                  Commissions or similar regulatory authority in connection with
                  the sale of the Units, and it is purchasing the Units pursuant
                  to an exemption  from the  prospectus  requirement  or similar
                  requirement  under  applicable   Securities  Laws  and,  as  a
                  consequence: (i) it is restricted from using most of the civil
                  remedies  available  under  Securities  Laws;  (ii) it may not
                  receive  information  that would  otherwise  be required to be


<PAGE>

                                       10


                  provided  to  it  under   Securities   Laws;   and  (iii)  the
                  Corporation  is  relieved  of certain  obligations  that would
                  otherwise apply under Securities Laws;

         (f)      Purchasing  as Agent or Trustee.  In the case of the  purchase
                  hereunder by the  Subscriber  of Units as agent or trustee for
                  any principal  whose  identity is disclosed or  undisclosed or
                  identified by account number only, each  beneficial  purchaser
                  of the Units  hereunder is  purchasing  the Units as principal
                  for its own  account,  and not for the  benefit  of any  other
                  person,  for investment  only and not with a view to resale or
                  distribution,  is a resident  of the  jurisdiction  as set out
                  under  "Subscriber's  Particulars"  on page 1  above,  and the
                  Subscriber  has due and  proper  authority  to act as agent or
                  trustee  for and on behalf  of such  beneficial  purchaser  in
                  connection with the transactions contemplated hereby, and this
                  Subscription Agreement has been duly authorized,  executed and
                  delivered by or on behalf of, and  constitutes a legal,  valid
                  and binding agreement of, such beneficial purchaser, and

                  (i)      it  is  an   "accredited   investor"  as  defined  in
                           paragraph (p) or (q) of the definition of "accredited
                           investor" in NI 45-106  provided,  however that it is
                           not a trust company or trust  corporation  registered
                           under the laws of Prince  Edward  Island  that is not
                           registered  under the Trust  and Loan  Companies  Act
                           (Canada) or under  comparable  legislation in another
                           jurisdiction of Canada and has concurrently  executed
                           and  delivered   the   Accredited   Investor   Status
                           Certificate in the form attached hereto as Schedule A
                           and has  initialled  indicating  that the  Subscriber
                           satisfies the category of  "accredited  investor" set
                           forth in paragraph (p) or (q) thereof; or

                  (ii)     the  Subscriber  is  acting  as agent for one or more
                           disclosed  principals,  each of  which  principal  is
                           purchasing  as a principal  for its own account,  not
                           for the benefit of any other  person,  and not with a
                           view to the resale or  distribution  of all or any of
                           the Units, and each of which principals complies with
                           subsection 8(g) below;

         (g)      Subscriber  Has Benefit of  Statutory  Exemptions.  Unless the
                  Subscriber  complies with the  provisions  of subsection  8(f)
                  hereof, the Subscriber fully complies with one of the criteria
                  set forth below:

                  [MARK BELOW THE CATEGORY, WHICH DESCRIBES YOU]

                  (i)      |_|   it is a resident of British  Columbia,  Alberta
                           or Ontario and is an  "accredited  investor"  as such
                           term  is  defined  in  NI  45-106  and   specifically
                           represents  and  warrants  that  one or  more  of the
                           categories  set  forth  in  the  Accredited  Investor
                           Status  Certificate  correctly,  and in all respects,
                           describes the  Subscriber  and the  Subscriber has so
                           indicated  by  marking  the box next to the  category
                           which so describes it and executing and  delivering a
                           copy of the Accredited  Investor  Status  Certificate
                           attached hereto as Schedule A with this  Subscription
                           Agreement and if the  Subscriber is purchasing  Units
                           as an  "accredited  investor" as defined in paragraph
                           (p) of the definition of "accredited  investor" in NI
                           45-106 it is not a person  created or used  solely to
                           purchase  or  hold   securities  as  an   "accredited
                           investor"; or

                  (ii)     |_|   it is a resident of British Columbia or Alberta
                           and it is:

                           [CIRCLE THE APPROPRIATE SUBCLAUSE A - 1]

                           A.       a   "director",   "executive   officer"   or
                                    "control  person" (as such terms are defined
                                    in NI 45-106 and reproduced in Schedule A to


<PAGE>

                                       11


                                    this   Subscription    Agreement)   of   the
                                    Corporation   or  of  an  affiliate  of  the
                                    Corporation; or

                           B.       a  spouse,  parent,  grandparent,   brother,
                                    sister or child of any person referred to in
                                    subclause A above; or

                           C.       a parent,  grandparent,  brother,  sister or
                                    child of the spouse of any  person  referred
                                    to in subclause A above; or

                           D.       a  "close   personal   friend"  (within  the
                                    meaning  thereof  as set  out  in  Companion
                                    Policy  45-106CP to NI 45-106) of any person
                                    referred  to in  subclause  A above and,  if
                                    requested by the Corporation, will provide a
                                    signed statement describing the relationship
                                    with any such persons; or

                           E.       a "close  business  associate"  (within  the
                                    meaning  thereof  as set  out  in  Companion
                                    Policy  45-106CP to NI 45-106) of any person
                                    referred  to in  subclause  A above and,  if
                                    requested by the Corporation, will provide a
                                    signed statement describing the relationship
                                    with any such persons; or

                           F.       a  "founder"  (as such term is defined in NI
                                    45-106 and  reproduced in Schedule A to this
                                    Subscription  Agreement) of the  Corporation
                                    or a spouse, parent,  grandparent,  brother,
                                    sister,  child,  close  personal  friend  or
                                    close business associate of a founder of the
                                    Corporation   and,  if   requested   by  the
                                    Corporation, will provide a signed statement
                                    describing  the  relationship  with any such
                                    persons; or

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

                           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  referred  to in  subclauses  A to G
                                    above; or

                           I.       a  trust  or  estate  of  which  all  of the
                                    beneficiaries  or a majority of the trustees
                                    are persons  described in  subclauses A to G
                                    above; or

                  (iii)    |_|  it is a resident of Ontario and it has purchased
                           the Units as principal and it is:

                           [CIRCLE THE APPROPRIATE SUBCLAUSE A - D]

                           A.       a founder of the Corporation;

                           B.       an   affiliate   of   a   founder   of   the
                                    Corporation;

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

                           D.       a person  that is a  control  person  of the
                                    Corporation; or


<PAGE>

                                       12


                  (iv)     |_|  it is  purchasing the  Units  as  principal  and
                           is purchasing a sufficient  number of Units such that
                           the aggregate  acquisition  cost to the Subscriber is
                           not less than  $150,000,  paid in cash at the time of
                           the trade;  provided  however that the Subscriber has
                           not been  created or used  solely to purchase or hold
                           securities in reliance on this exemption; or

                  (v)      |_|  it  is  an  "employee",   "executive   officer",
                           "director" or "consultant" (as such terms (other than
                           employee) are defined in NI 45-106 and  reproduced in
                           Appendix  A to this  Subscription  Agreement)  of the
                           Corporation   or  an   affiliated   entity   of   the
                           Corporation or a permitted  assign of such person and
                           its participation in the trade is voluntary,  meaning
                           it is not  induced  to  participate  in the  trade by
                           expectation  of  employment  or continued  employment
                           with the  Corporation or an affiliated  entity of the
                           Corporation; or

                  (vi)     |_| it is a resident of a jurisdiction referred to in
                           the  preceding  paragraphs  but it is not  purchasing
                           thereunder,  and instead is purchasing  pursuant to a
                           statutory  exemption or an exemption order permitting
                           such  purchase,  which  exemption  or  order  has the
                           effect  of   eliminating   any   requirement   for  a
                           prospectus or similar disclosure  document in respect
                           of the  purchase  of  Units  by the  Subscriber,  the
                           details of which are disclosed to the  Corporation to
                           its satisfaction;

         (h)      Residents  of  Other  Jurisdictions.  If the  Subscriber  is a
                  resident of any  jurisdiction  not  referred to in  subsection
                  8(g) it  complies  with  requirements  available  to it  under
                  applicable  securities  legislation  and shall  deliver to the
                  Corporation  such  particulars  of the  exemption(s)  and  the
                  Subscriber's  qualifications thereunder as the Corporation may
                  reasonably request;

         (i)      No Undisclosed  Information.  The  Subscriber's  Units are not
                  being  purchased by the Subscriber as a result of any material
                  information  concerning  the  Corporation  that  has not  been
                  publicly disclosed and the Subscriber's decision to enter into
                  this Subscription Agreement and acquire the Subscriber's Units
                  has  not  been  made  as a  result  of  any  oral  or  written
                  representation as to fact or otherwise made by or on behalf of
                  the Corporation or any other person and is based entirely upon
                  currently   available   public   information   concerning  the
                  Corporation;

         (j)      Investment  Suitability.  The  Subscriber  and any  beneficial
                  purchaser  referred  to in  subsection  8(f)  hereof  has such
                  knowledge and experience in financial and business  affairs as
                  to be  capable  of  evaluating  the  merits  and  risks of the
                  investment  hereunder in the Subscriber's Units and is able to
                  bear the economic risk of loss of such investment;

         (k)      U.S. Matters. The Subscriber:

                  (i)      is aware that the Units have not been  registered and
                           will not be registered under the U.S.  Securities Act
                           or the  securities  laws of any state and that  these
                           securities  may not be  offered or sold in the United
                           States without registration under the U.S. Securities
                           Act or compliance  with  requirements of an exemption
                           from registration.

                  (ii)     acknowledges  the Units have not been  offered to the
                           Subscriber in the United States,  and the individuals
                           making the order to purchase  the Units or  executing
                           and delivering this Subscription  Agreement on behalf
                           of the Subscriber  were not in the United States when
                           the order was placed and this Subscription  Agreement
                           was executed and delivered;


<PAGE>

                                       13


                  (iii)    it is not a "U.S. Person" (as defined in Regulation S
                           under  the  U.S.  Securities  Act,  which  definition
                           includes,  but  is  not  limited  to,  an  individual
                           resident in the United States,  an estate or trust of
                           which  any  executor  or  administrator  or  trustee,
                           respectively, is a U.S. Person and any partnership or
                           corporation  organized or incorporated under the laws
                           of the United States) and is not purchasing the Units
                           on behalf of, or for the  account  or  benefit  of, a
                           person in the United States or a U.S. Person; and

                  (iv)     undertakes  and agrees that it will not offer or sell
                           the Units in the United States unless such securities
                           are registered under the U.S.  Securities Act and the
                           securities  laws  of  all  applicable  states  of the
                           United States or an exemption from such  registration
                           requirements  is available,  and further that it will
                           not resell the Units  except in  accordance  with the
                           provisions of applicable Securities Laws;

         (l)      Tax Act Matters.

                  (i)      If the  Subscriber  or beneficial  purchaser,  as the
                           case may be, is a corporation,  trust or partnership,
                           to the best of its  knowledge,  it does not have, and
                           will  not   knowingly   have,   in   respect  of  the
                           renunciation of Qualifying  Expenditures hereunder, a
                           "prohibited relationship" with the Corporation within
                           the meaning of subsection  66(12.671) of the Tax Act;
                           and

                  (ii)     The  Subscriber or the beneficial  purchaser,  as the
                           case may be,  deals,  and until  January 1, 2008 will
                           deal,  at  arm's  length  with  the  Corporation  for
                           purposes of the Tax Act;

         (m)      Subscription  Funds.  The  Subscriber  represents and warrants
                  that the funds representing the Subscription Amount 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) (the  "PCMLTFA") and the Subscriber  acknowledges
                  that the  Corporation  may in the future be required by law to
                  disclose the Subscriber's name and other information  relating
                  to  this   Subscription   Agreement   and   the   Subscriber's
                  subscription  hereunder,  on a confidential basis, pursuant to
                  the  PCMLTFA.  To the best of its  knowledge:  (a) none of the
                  subscription  funds to be provided by the  Subscriber (i) have
                  been or will be derived 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 the Subscriber; and (b) it shall promptly notify
                  the  Corporation if the Subscriber  discovers that any of such
                  representations  ceases to be true and provide the Corporation
                  with appropriate information in connection therewith; and

         (n)      Further Acknowledgments. The Subscriber acknowledges that:

                  (i)      no  securities   commission  or  similar   regulatory
                           authority has reviewed or passed on the merits of the
                           Units;

                  (ii)     there is no  government or other  insurance  covering
                           the Units;

                  (iii)    there are risks  associated  with the purchase of the
                           Units;

                  (iv)     there are restrictions on the Subscriber's ability to
                           resell the Units and it is the  responsibility of the
                           Subscriber  to find out what those  restrictions  are
                           and to comply with them before selling the Units; and


<PAGE>

                                       14


                  (v)      the  Corporation  has advised the Subscriber that the
                           Subscriber  is  relying  on  an  exemption  from  the
                           requirements   to  provide  the  Subscriber   with  a
                           prospectus  and to sell  Units  through  a person  or
                           company  registered  to  sell  securities  under  the
                           Securities   Act  (Alberta)   and  other   applicable
                           Securities  Laws and, as a  consequence  of acquiring
                           Units   pursuant   to   this    exemption,    certain
                           protections,  rights  and  remedies  provided  by the
                           Securities   Act  (Alberta)   and  other   applicable
                           Securities  Laws,   including   statutory  rights  of
                           rescission  or damages,  will not be available to the
                           Subscriber.

         The   Subscriber   acknowledges   and   agrees   that   the   foregoing
         representations, warranties and acknowledgments are made by it with the
         intention that they may be relied upon in determining  its  eligibility
         or (if  applicable)  the  eligibility  of others on whose  behalf it is
         contracting   hereunder  to  purchase  the  Subscriber's   Units  under
         applicable   Securities  Laws.  The  Subscriber   further  agrees  that
         acceptance of delivery of certificates for the Subscriber's Units by or
         on  behalf  of  the  subscriber  on  the  Closing  Date,  it  shall  be
         representing  and  warranting  that the foregoing  representations  and
         warranties  are true and correct as at the  Closing  Time with the same
         force  and  effect as if they had been  made by the  Subscriber  at the
         Closing Time and that they shall survive the purchase by the Subscriber
         of the  Subscriber's  Units and shall continue in full force and effect
         notwithstanding  any  subsequent  disposition  by the Subscriber of the
         Subscriber's Units. The Subscriber undertakes to notify the Corporation
         immediately  of any  change in any  representation,  warranty  or other
         information  relating to the  Subscriber  set forth  herein which takes
         place prior to the Closing Time.

9.       Covenants of the Subscriber. The Subscriber will:

         (a)      not resell any of the Units acquired  (directly or indirectly)
                  hereunder, in whole or in part, directly or indirectly, except
                  in accordance  with the  provisions  of applicable  Securities
                  Laws;

         (b)      execute, deliver, file and otherwise assist the Corporation in
                  filing  such  further   reports,   undertakings,   agreements,
                  documents  and writings,  do all acts and things,  and provide
                  such further  assurances  as may be required to give effect to
                  this Subscription Agreement as required, and, without limiting
                  the generality of the foregoing,  will execute and deliver all
                  documents,   agreements   and   writings   and  provide   such
                  assurances,  undertakings,  information and investment letters
                  as may  be  required  from  time  to  time  by the  Securities
                  Commissions   or   other   regulatory    authorities    having
                  jurisdiction  over  the  Corporation's  affairs  or as  may be
                  required under the applicable  Securities Laws with respect to
                  the issue and resale of the Units; and

         (c)      provide the Corporation and applicable  securities  regulatory
                  authorities, on request, particulars as to the identity of any
                  undisclosed principals as may be required by the Corporation.

10.      Resale Restrictions.

         (a)      The  Subscriber  acknowledges  that the Units are  subject  to
                  resale restrictions imposed under applicable  Securities Laws,
                  or  the  rules  or  policies  of   regulatory   bodies  having
                  jurisdiction over the Units or trading in such Units and, as a
                  consequence,  the  Subscriber  may not be able to  resell  the
                  Units  except  in  accordance  with  resale  restrictions  and
                  limited exemptions under applicable Securities Laws.

         (b)      The  Subscriber has the sole  responsibility  to determine and
                  comply with restrictions on resale before reselling any of the
                  Units (and neither the Corporation  nor its legal counsel,  is
                  in any manner responsible therefor) and has been independently
                  advised as to applicable  hold periods and  restrictions  with
                  respect  to  trading  in  the  Units   imposed  by  applicable
                  Securities  Laws and regulatory  policy  including  applicable


<PAGE>

                                       15


                  Securities  Laws in the  jurisdiction  in which it resides and
                  the  jurisdiction  in which such Units will come to rest,  and
                  confirms that no  representation  has been made to it by or on
                  behalf of the Corporation with respect thereto.

         (c)      The Subscriber  acknowledges  and agrees that all certificates
                  representing  Units held by the Subscriber  will have a legend
                  affixed  thereto which describes  certain resale  restrictions
                  applicable  under Securities Laws applicable in the Designated
                  Provinces and, if applicable, the United States.

11.      No  Regulatory  Endorsement.  The  Subscriber  is  aware  that no stock
         exchange or governmental agency, authority, regulatory body, securities
         commission or other entity has made any finding or  determination as to
         the  merit  of  investment  in,  nor has any  such  stock  exchange  or
         governmental agency, authority, regulatory body, securities commission,
         or other entity made any recommendation or endorsement with respect to,
         the Units.

12.      No Representations. The Subscriber acknowledges that no person has made
         to the Subscriber any written or oral  representations  that any person
         will resell or  repurchase  the Units,  that any person will refund the
         Subscription  Amount of the Units,  or to the future  price or value of
         the  Units.  In  addition,  except  as  provided  in this  Subscription
         Agreement,  the  Subscriber  has relied solely upon publicly  available
         information  relating  to the  Corporation  and not upon any  verbal or
         written  representation as to fact or otherwise made by or on behalf of
         the Corporation.

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

14.      Legal and Tax Advice. The Subscriber acknowledges and agrees that it is
         solely responsible for obtaining such legal advice and tax advice as it
         considers appropriate in connection with the execution, delivery and
         performance by it of this Subscription Agreement and the completion of
         the transactions contemplated hereby. The Subscriber further
         acknowledges and agrees that the Corporation's legal counsel is acting
         exclusively on the Corporation's behalf and not as counsel to the
         Subscriber.

15.      Indemnity.  The  Subscriber  agrees to indemnify  and hold harmless the
         Corporation  and  the  Corporation's  directors,  officers,  employees,
         agents,  partners,  advisers,  affiliates  and  shareholders  from  and
         against  any  and  all  loss,  liability,  claim,  damage  and  expense
         (including,  but not limited to, any and all fees,  costs and  expenses
         reasonably  incurred in  investigating,  preparing or defending against
         any claim, law suit, administrative proceeding or investigation whether
         commenced   or   threatened)   arising   out  of  or  based   upon  any
         representation or warranty of the Subscriber contained herein or in any
         document  furnished by the Subscriber to the  Corporation in connection
         herewith being untrue in any material  respect or any breach or failure
         by the  Subscriber to comply with any covenant or agreement made by the
         Subscriber herein or in any document furnished by the Subscriber to the
         Corporation in connection herewith.

16.      Assignment.  The terms and  provisions of this  Subscription  Agreement
         shall be binding upon and enure to the benefit of the  Subscriber,  the
         Corporation and their respective successors and assigns;  provided that
         this Subscription  Agreement shall not be assignable by a party without
         the prior written consent of the other party.

17.      Personal  Information.  This  Subscription  Agreement  and the schedule
         hereto require the Subscriber to provide certain  personal  information
         to  the  Corporation.  Such  information  is  being  collected  by  the
         Corporation  for the  purposes of  completing  this  offering of Units,
         which  includes,  without  limitation,   determining  the  Subscriber's
         eligibility  to purchase the Units under  applicable  Securities  Laws,
         preparing and registering certificates  representing Units to be issued
         to the  Subscriber and  completing  filings  required by any securities
         regulatory  authority.  The  Subscriber's  personal  information may be
         disclosed by the  Corporation  to: (a) stock  exchanges and  securities


<PAGE>

                                       16


         regulatory  authorities,  (b) the Corporation's  registrar and transfer
         agent,  (c) CRA,  and (d) any of the  other  parties  involved  in this
         offering  of Units,  including  the  Corporation's  legal  counsel.  By
         executing this Subscription  Agreement,  the Subscriber is deemed to be
         consenting  to the  foregoing  collection,  use and  disclosure  of the
         Subscriber's personal information.  The Subscriber also consents to the
         filing of  copies or  originals  of any of the  Subscriber's  documents
         described in this Subscription Agreement as may be required to be filed
         with  any  securities  regulatory  authority  in  connection  with  the
         transactions  contemplated  by  this  Subscription  Agreement  and  the
         inclusion of them in the closing books prepared in connection  with the
         transactions   contemplated  by  this   Subscription   Agreement.   The
         Subscriber  hereby  acknowledges  that  it  has  been  notified  by the
         Corporation:  (i) of the delivery to the Ontario Securities  Commission
         (the "OSC") of the  Subscriber's  personal  information;  (ii) that the
         Subscriber's  personal information is being collected indirectly by the
         OSC under the authority  granted to it in the  securities  legislation;
         (iii) the Subscriber's  personal information is being collected for the
         purposes  of the  administration  and  enforcement  of  the  securities
         legislation of Ontario;  and (iv) the contact information of the public
         official in Ontario who can answer  questions  about the OSC's indirect
         collection of personal information is, Administrative  Assistant to the
         Director of Corporate Finance, the Ontario Securities Commission, Suite
         1903, Box 5520, Queen Street West, Toronto, Ontario, M5H 3S8, telephone
         (416) 593-8086, facsimile (416) 593-8252.

18.      Survival.  All  representations,  warranties,  agreements and covenants
         made or deemed to be made by the Subscriber herein will survive Closing
         of the Offering.

19.      Governing  Law. This  Subscription  Agreement  shall be governed by and
         construed  in  accordance  with the laws of the Province of Alberta and
         the federal laws of Canada  applicable  therein.  The Subscriber on its
         own  behalf  and,  if  applicable,  on behalf of others  for whom it is
         contracting  hereunder,  hereby irrevocably attorns to the jurisdiction
         of the courts of the  Province of Alberta  with  respect to any matters
         arising out of this Subscription Agreement.

20.      Facsimile  Subscriptions  and  Counterparts.  The Corporation  shall be
         entitled to rely on delivery by facsimile  machine of an executed  copy
         of  this  Subscription  Agreement,  including  the  completed  schedule
         hereto,  and acceptance by the Corporation of such facsimile copy shall
         be legally  effective to create a valid and binding  agreement  between
         the Subscriber and the Corporation in accordance with the terms hereof.
         This   Subscription   Agreement  may  be  executed  in  any  number  of
         counterparts,  each of which  when  delivered,  either in  original  or
         facsimile  form,  shall be  deemed to be an  original  and all of which
         together shall constitute one and the same document.

21.      Entire  Agreement  and  Modification.   This   Subscription   Agreement
         (including the schedule  hereto)  contains the entire  agreement of the
         parties  hereto  relating to the subject matter hereof and there are no
         representations,  covenants or other agreements relating to the subject
         matter  hereof  except as stated or referred to herein.  Subject to the
         terms  hereof,  neither this  Subscription  Agreement nor any provision
         hereof shall be modified,  changed,  discharged or terminated except by
         an instrument  in writing  signed by the party against whom any waiver,
         change, discharge or termination is sought.

22.      Headings.  The headings  contained  herein are for convenience only and
         shall not affect the meanings or interpretation hereof.

23.      Language. The Subscriber acknowledges its consent and requests that all
         documents evidencing or relating in any way to its purchase of Units be
         drawn up in the  English  language  only.  Nous  reconnaissons  par les
         presentes avoir consenti et demande que tous les documents  faisant foi
         ou  se  rapportant  de  quelque  maniere  a  notre  achat  des  actions
         accreditives soient rediges en anglais seulement.

24.      Time of Essence. Time is of the essence of this Subscription Agreement.


<PAGE>

                                       17


25.      Effective  Date. This  Subscription  Agreement is intended to and shall
         take effect on the  Closing  Date,  notwithstanding  its actual date of
         execution or delivery by any of the parties.

26.      Currency.  Except if specifically stated otherwise,  all dollar amounts
         herein (including the Schedule hereto) are in Canadian dollars.

27.      Severability.  If any one or more of the  provisions  contained in this
         Subscription  Agreement should be invalid,  illegal or unenforceable in
         any  respect  in  any   jurisdiction,   the   validity,   legality  and
         enforceability  of such provision or provisions shall not in any way be
         affected  or  impaired  thereby  in  any  other  jurisdiction  and  the
         validity,  legality  and  enforceability  of the  remaining  provisions
         contained herein shall not in any way be affected or impaired  thereby,
         unless  in  either  case  as  a  result  of  such   determination  this
         Subscription Agreement would fail of its essential purpose.

































<PAGE>

                                       A-1


                                   SCHEDULE A

                     ACCREDITED INVESTOR STATUS CERTIFICATE

The undersigned Subscriber hereby represents and warrants to the Corporation, as
an integral part of the attached Subscription  Agreement,  that he, she or it is
correctly and in all respects  described by the category or categories set forth
directly next to which the Subscriber has marked below.

[MARK BELOW THE CATEGORY OR CATEGORIES WHICH DESCRIBES YOU]

|_|      (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 Comite de gestion de
                  la taxe  scolaire de l'ile de  Montreal  or an  intermunicipal
                  management board in Quebec.

|_|      (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 the 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:
                  (A)      a person that is or was an accredited investor at the
                           time of the distribution,
                  (B)      a person that acquires or acquired  securities in the
                           circumstances  referred to in sections  2.10 and 2.19
                           of NI 45-106, or
                  (C)      a  person  described  in  paragraph  (A) or (B)  that
                           acquires or acquired securities under section 2.18 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.


<PAGE>

                                      A-2


|_|      (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:   (A)  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 (B) 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.

|_|      (v)      A person that is recognized  or  designated by the  securities
                  regulatory  authority  or,  except in Ontario and Quebec,  the
                  regulator  as: (A) an  accredited  investor,  or (B) an exempt
                  purchaser in Alberta or British Columbia.

Note: A summary of the meanings of certain of the terms used in this  Accredited
Investor Status Certificate follows the signature block below.

DATED  ______________________________________________, 2006



_______________________________________________________________
Name of Subscriber  (please print)


By:    ______________________________________________



_______________________________________________________________
Official Capacity or Title, if any  (please print)



_______________________________________________________________
Name of Authorized Signing Authority (please print)














<PAGE>

                                      A-3


         For the purposes of this  Accredited  Investor  Status  Certificate the
following definitions are included for convenience:

         (a)      "affiliate" means an issuer connected with another issuer
                  because

                  (i)      one of them is the subsidiary of the other;

                  (ii)     each of them is controlled by the same person; or

                  (iii)    for the purposes of Saskatchewan securities law, both
                           are subsidiaries of the same issuer;

         (b)      "bank"  means a bank named in Schedule I or II of the Bank Act
                  (Canada);

         (c)      "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;

         (d)      "consultant"  means,  for an issuer,  a person,  other than an
                  employee, executive officer, or director of the issuer or of a
                  related entity of the issuer, that:

                  (i)      is  engaged to  provide  services  to the issuer or a
                           related  entity of the  issuer,  other than  services
                           provided in relation to a distribution;

                  (ii)     provides the services  under a written  contract with
                           the issuer or a related entity of the issuer; and

                  (iii)    spends or will spend a significant amount of time and
                           attention  on the affairs and  business of the issuer
                           or a related entity of the issuer;

                  and includes, for an individual  consultant,  a corporation of
                  which the individual consultant is an employee or shareholder,
                  and a  partnership  of which the  individual  consultant is an
                  employee or partner;

         (e)      "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 a  combination  of persons that
                  holds:

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

                  (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 that issuer;

         (f)      "debt  security"  means any bond,  debenture,  note or similar
                  instrument  representing  indebtedness,   whether  secured  or
                  unsecured;


<PAGE>

                                      A-4


         (g)      "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;

         (h)      "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;

         (i)      "executive officer" means, for the Corporation,  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   Corporation   or  any  of  its
                           subsidiaries   and  who   performs  a   policy-making
                           function in respect of the Corporation; or

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

         (j)      "financial assets" means:

                  (i)      cash;

                  (ii)     securities; or

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

         (k)      "foreign  jurisdiction" means a country other than Canada or a
                  political subdivision of a country other than Canada;


<PAGE>

                                      A-5


         (l)      "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;

         (m)      "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;

         (n)      "individual" means a natural person, but does not include

                  (i)      a    partnership,     unincorporated     association,
                           unincorporated syndicate, unincorporated organization
                           or a trust, or

                  (ii)     a natural person in the person's capacity as trustee,
                           executor,     administrator     or    other     legal
                           representative;

         (o)      "investment  fund"  means a  mutual  fund or a  non-redeemable
                  investment  fund,  and,  for  greater   certainty  in  British
                  Columbia,  includes  an EVCC  and a VCC,  both as  defined  in
                  National   Instrument   81-106   Investment   Fund  Continuous
                  Disclosure;

         (p)      "jurisdiction"  means a province or territory of Canada except
                  when used in the term foreign jurisdiction;

         (q)      "mutual fund"  includes an issuer of securities  that entitles
                  the holder to receive on demand or within a  specified  period
                  after demand,  an amount computed by reference to the value of
                  a  proportionate  interest  in the whole or in part of the net
                  assets,  including a separate  fund or trust  account,  of the
                  issuer of the securities;

         (r)      "NI 45-106" means National  Instrument  45-106  Prospectus and
                  Registration Exemptions;

         (s)      "non-redeemable investment fund" means an issuer,

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

                  (ii)     that does not invest for the purpose of exercising or
                           seeking to exercise  effective  control of an issuer,
                           other  than  an  issuer  that is a  mutual  fund or a
                           non-redeemable  investment fund or for the purpose of
                           being  actively  involved  in the  management  of any
                           issuer in which it invests, other than an issuer that
                           is a mutual fund or a non-redeemable investment fund;
                           and

                  (iii)    that is not a mutual fund;

         (t)      "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


<PAGE>

                                      A-6


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

         (u)      "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;

         (v)      "Schedule III bank" means an authorized  foreign bank named in
                  Schedule III of the Bank Act (Canada);

         (w)      "spouse" means, an individual who:

                  (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
                           (i) or (ii),  or is an adult  interdependent  partner
                           within  the  meaning  of  the  Adult   Interdependent
                           Relationships Act (Alberta); and

         (x)      "subsidiary"  means an issuer that is  controlled  directly or
                  indirectly by another issuer and includes a subsidiary of that
                  subsidiary.

All monetary references in this Schedule A are in Canadian dollars.

























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