Exhibit 10.2

                               FINANCING AGREEMENT

FINANCING AGREEMENT dated the 27th day of January, 2012

BETWEEN:

Right Power Services Ltd., a British Virgin Islands  company  (hereinafter,  the
"SUBSCRIBER")

AND:

WEB WIZARD,  INC., a Nevada  domestic  corporation of No. 8, Lane 15, Gang Yang,
Xin CunHuicheng, Xin Hui, Jiang Men City, China (hereinafter, the "COMPANY")

NOW THEREFORE THIS FINANCING AGREEMENT  ("AGREEMENT") WITNESSES that the parties
hereto agree as follows:

                             ARTICLE 1- INVESTMENTS

SECTION 1.1. INVESTMENTS

The Subscriber  shall invest a total of US $745,000  through private  placements
into the Company. The private placements shall take place as follows:

     *    US $245,000 upon the closing of an asset acquisition agreement between
          the  Company  and PFN  Holdings.  (the  "Acquisition")  at a price  of
          US$0.75 per share;

     *    US  $250,000  within  thirty  one  (31)  days  of the  closing  of the
          Acquisition at a price per share that is the higher of

          *    $0.75; or
          *    90% of the average of the closing prices of the Company's  common
               stock  for ten  trading  immediately  preceding  the  date of the
               investment,  as quoted on Yahoo  Finance or other source of stock
               quotes as agreed to by the parties; and

     *    US $250,000  within ninety (90) days of the closing of the Acquisition
          at at a price per share that is the higher of

          *    $0.75; or
          *    90% of the average of the closing prices of the Company's  common
               stock  for ten  trading  immediately  preceding  the  date of the
               investment,  as quoted on Yahoo  Finance or other source of stock
               quotes as agreed to by the parties; and

SECTION 1.2.  SUBSCRIPTION  AGREEMENT.
Upon  making  each   investment,   the  Subscriber  shall  provide  an  executed
Subscription  Agreement, in a form substantially similar to the attached Exhibit
B.

SECTION 1.3.  USE OF PROCEEDS.
The Company shall use all investments to fund operating expenses,  acquisitions,
working  capital  and  general  corporate  activities  as  outlined in Exhibit A
attached  hereto  and all  investments  shall be  subject  to  adherence  to the
attached used of proceeds by the Company.

                   ARTICLE 2 - REPRESENTATIONS AND WARRANTIES

SECTION 2.1. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to the Subscriber:

(a)  Organization and Corporate  Power.  The Company has been duly  incorporated
     and organized and is validly subsisting and in good standing under the laws
     of its jurisdiction  and has full corporate  right,  power and authority to
     enter into and perform its  obligations  under the Agreement to which it is
     or shall be a party and has full  corporate  right,  power and authority to
     own and operate its properties and to carry on its business;

(b)  Conflict with Other Instruments.  The execution and delivery by the Company
     of the  Agreement  and the  performance  by the Company of its  obligations
     thereunder, do not and will not: (i) conflict with or result in a breach of
     any of the terms, conditions or provisions of: (A) the charter documents of
     the Company;  (B) any law  applicable to or binding on the Company;  or (C)
<PAGE>
     any  contractual  restriction  binding on or  affecting  the Company or its
     properties the breach of which would have a material  adverse effect on the
     Company; or (ii) result in, or require or permit: (A) the imposition of any
     lien on or with respect to the properties  now owned or hereafter  acquired
     by the Company;  or (B) The acceleration of the maturity of any debt of the
     Company,  under any  contractual  provision  binding  on or  affecting  the
     Company;

(c)  Consents,  Official  Body  Approvals.  The  execution  and  delivery of the
     Agreement and the performance by the Company of its obligations  thereunder
     have  been  duly  authorized  by all  necessary  action  on the part of the
     Company,  and no  Consent  under any  applicable  law and no  registration,
     qualification,  designation,  declaration  or filing with any official body
     having  jurisdiction  over the Company is or was necessary  therefore.  The
     Company  possesses  all  Consents,  in full  force  and  effect,  under any
     applicable Law which are necessary in connection  with the operation of its
     business,  the non-possession of which could reasonably be expected to have
     a material adverse effect on the Company;

(d)  Execution of Binding  Obligation.  The Agreement has been duly executed and
     delivered  by the  Company  and,  when duly  executed  by the  Company  and
     delivered for value, the Agreement will constitute legal, valid and binding
     obligations of the Company,  enforceable against the Company, in accordance
     with its terms;

(e)  No Litigation.  There are no actions,  suits or proceedings  pending or, to
     the  knowledge of the Company,  after due  inquiry,  threatened  against or
     affecting  the Company  (nor,  to the  knowledge of the Company,  after due
     inquiry,  any basis therefor) before any official body having  jurisdiction
     over the Company which purport to or do challenge the validity or propriety
     of the transactions  contemplated by the Share Issuance the Company,  which
     if adversely  determined  could  reasonably  be expected to have a material
     adverse effect on the Company;

(f)  Absence of Changes. Since the date of the most recently delivered financial
     statements  of the  Company,  the  Company  has  carried  on its  business,
     operations  and affairs only in the ordinary and normal  course  consistent
     with past practice.

                      ARTICLE 3 - COVENANTS OF THE COMPANY

SECTION 3.1. AFFIRMATIVE COVENANTS.
Until the Completion Date, the Company shall:

(a)  COMPLIANCE WITH LAWS, ETC. Comply with all applicable laws,  non-compliance
     with which could have a material adverse effect on the Company;

(b)  PAYMENT OF TAXES AND CLAIMS. Pay and discharge before the same shall become
     delinquent:  (i) all  taxes and  assessments;  and (ii) all  lawful  claims
     which,  if unpaid,  might become a lien upon or in respect of the Company's
     assets or properties;

(c)  MAINTAIN TITLE. Maintain and, as soon as reasonably practicable, defend and
     take, all action necessary or advisable at any time, and from time to time,
     to maintain, defend, exercise or renew its right, title and interest in and
     to all of its property and assets;

(d)  PAY  OBLIGATIONS TO SUBSCRIBER AND PERFORM OTHER  COVENANTS.  Make full and
     timely payment of its obligations  hereunder and duly comply with the terms
     and covenants contained in this Agreement,  all at the times and places and
     in the manner set forth therein;

(e)  FURTHER  ASSURANCES.   At  its  cost  and  expense,  upon  request  by  the
     Subscriber,  duly  execute and  deliver,  or cause to be duly  executed and
     delivered, to the Subscriber,  such further instruments and do and cause to
     be done such other  acts as may be  necessary  or proper in the  reasonable
     opinion of the Subscriber to carry out more  effectually the provisions and
     purposes of this Agreement.

                           ARTICLE 4 - SHARE ISSUANCE

SECTION 4.1 SHARE ISSUANCE.
The Company shall issue,  within ten (10) Banking Days following the date of the
receipt by the Company of any investment under this Agreement,  common shares of
the Company (each a "SHARE") at the specified  share price.  Upon receipt of any
investment under this Agreement,  the Company shall promptly cause its registrar
and transfer agent to issue the certificates representing the Shares.

SECTION 4.2 FRACTIONAL  SHARES.
Notwithstanding  any other  provisions of this  Agreement,  no  certificate  for
fractional  shares of the Shares shall be issued to the  Subscriber.  In lieu of
any such  fractional  shares,  if the Subscriber  would otherwise be entitled to

                                       2
<PAGE>
receive a fraction  of a share of the Shares  following  a Share  Issuance,  the
Subscriber  shall be  entitled to receive  from the Company a stock  certificate
representing the nearest whole number of shares of the Company.

                            ARTICLE 5 - MISCELLANEOUS

SECTION 5.1. NOTICES, ETC.
Except as otherwise expressly provided herein, all notices,  requests,  demands,
directions  and  communications  by one party to the other shall be sent by hand
delivery or registered  mail or fax, and shall be effective  when hand delivered
or when delivered by the relevant postal service or when faxed and confirmed, as
the case may be. All such notices  shall be  addressed  to the  President of the
notified party at its address given on the signature page of this Agreement,  or
in accordance with any unrevoked  written direction from such party to the other
party.

SECTION 5.2. NO WAIVER; REMEDIES.
No failure on the part of the  Subscriber  or the  Company to  exercise,  and no
delay in exercising,  any right under this  Agreement  shall operate as a waiver
thereof.  The remedies  herein  provided are cumulative and not exclusive of any
remedies provided by Law.

SECTION 5.3. JURISDICTION.
(1)  Each  of the  parties  hereby  irrevocably  attorns  to  the  non-exclusive
jurisdiction  of the Courts of the State of Nevada in any  action or  proceeding
arising out of or relating to this  Agreement.  The Company  agrees that a final
judgment  in any  such  action  or  proceeding  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by Law;  and (2) nothing in this  Section 5.3 shall affect the right of
the  Subscriber to serve legal  process in any other manner  permitted by Law or
affect the right of the Subscriber to bring any action or proceeding against the
Company or its property in the courts of other jurisdictions.

SECTION 5.4. SUCCESSORS AND ASSIGNS.
The  Company  shall not have the right to assign  its  rights  hereunder  or any
interest  herein  without the prior  written  consent of the  Subscriber,  which
consent may be arbitrarily withheld.

SECTION 5.5.  SEVERABILITY.
If  one  or  more  provisions  of  this  Agreement  be  or  become  invalid,  or
unenforceable  in  whole or in part in any  jurisdiction,  the  validity  of the
remaining provisions of this Agreement shall not be affected. The parties hereto
undertake  to replace  any such  invalid  provision  without  delay with a valid
provision  which as nearly as possible  duplicates  the  economic  intent of the
invalid provision.

SECTION 5.6. COUNTERPARTS.
This  Agreement  may be executed in  counterparts  and by  different  parties in
separate  counterparts,  each of  which  when so  executed  shall be  deemed  an
original and all of which,  taken  together,  shall  constitute one and the same
instrument.

SECTION 5.7. SYNDICATION/PARTICIPATION.
The  Subscriber  may not  sell,  transfer,  assign,  participate,  syndicate  or
negotiate to one or more third parties,  in whole or in part, the Commitment and
its rights  under  this  Agreement,  without  the prior  written  consent of the
Company, which consent may not be arbitrarily withheld.

SECTION 5.8. ACKNOWLEDGMENT
The  Subscriber  acknowledges  that if it fails  to  comply  with the  financing
requirements  outlined  in  Section  1.1 and does not close on the two  $250,000
post-closing tranches, PFN Holdings shall be issued extra shares in the Company,
and thus dilute the Subscriber's  interest.  If the Subscriber does not close on
any of the two post-closing  tranches,  PFN Holdings shall be issued  70,000,000
additional  shares of the Company.  If the Subscriber  closes on only one of the
post-closing  tranches,  PFN Holdings shall be issued and additional  30,000,000
shares of the Company.

IN WITNESS  WHEREOF the parties hereto have caused this Agreement to be executed
by their respective  officers  thereunto duly  authorized,  as of the date first
above written.

THE SUBSCRIBER                                 THE COMPANY

Right Power Services Ltd.                      Web Wizard, Inc.
-------------------------

By: /s/ Alice Tse                              By: /s/ Ya Tang Chao
   -----------------------------                   -----------------------------
   Authorized Signing Officer                      Authorized Signing Officer

                                       3
<PAGE>
                                    EXHIBIT A

<TABLE>
<CAPTION>
PFN Use of Funds
    Expense                         Month 1       Month 2      Month 3     Month 4    Month 5     Month 6
    -------                         -------       -------      -------     -------    -------     -------
<S>                                <C>           <C>          <C>         <C>        <C>         <C>
Investor Funds                     $250,000      $250,000                            $750,000
Software Development               $ 25,000      $ 25,000     $ 25,000    $ 10,000   $  5,000    $  5,000
Mobile App Development             $ 10,000      $ 10,000     $ 10,000    $ 10,000   $    500    $    500
Business Insurance(s)              $  2,500      $      0     $      0    $      0   $      0    $      0
Public Relations                   $      0      $      0     $  2,500    $  2,500   $  2,500    $  2,500
Legal                              $ 10,000      $      0     $      0    $  5,000   $      0    $      0
Accounting & Bookkeeping           $  2,500      $      0     $      0    $  2,500   $      0    $      0
General and Administrative         $ 15,000      $ 15,000     $ 20,000    $ 20,000   $ 25,000    $ 25,000
SEO - Search Engine Optimization   $  2,500      $  2,500     $  2,500    $  2,500   $  2,500    $  2,500
Travel Expenses                    $  1,500      $  1,500     $  1,500    $  1,500   $  1,500    $  1,500
Miscellaneous Expenses             $  1,000      $  1,000     $  1,000    $  1,000   $  1,000    $  1,000
Hosting & Servers                  $    250      $    250     $    250    $    750   $    750    $    750
Marketing                          $      0      $      0     $  5,000    $ 10,000   $ 20,000    $ 30,000
Monthly Total Expenses             $ 70,250      $ 55,250     $ 67,750    $ 65,750   $ 58,750    $ 68,750
Remaining Dollars                  $179,750      $374,500     $306,750    $241,000   $432,250    $363,500




PFN Use of Funds
    Expense                         Month 7       Month 8      Month 9    Totals     Months 6-9
    -------                         -------       -------      -------    ------     ----------

Investor Funds                                                            $250,000
Software Development               $  5,000      $  5,000     $  5,000    $110,000
Mobile App Development             $    500      $    500     $    500    $ 42,500
Business Insurance(s)              $      0      $      0     $      0    $  2,500
Public Relations                   $  2,500      $  2,500     $  2,500    $ 17,500
Legal                              $  5,000      $      0     $      0    $ 20,000
Accounting & Bookkeeping           $  2,500      $      0     $      0    $  7,500
General and Administrative         $ 25,000      $ 30,000     $ 30,000    $205,000
SEO - Search Engine Optimization   $  2,500      $  2,500     $  2,500    $ 22,500
Travel Expenses                    $  1,500      $  1,500     $  1,500    $ 13,500
Miscellaneous Expenses             $  1,000      $  1,000     $  1,000    $  9,000
Hosting & Servers                  $  1,000      $  1,000     $  1,000    $  6,000
Marketing                          $ 50,000      $ 75,000     $100,000    $290,000    $225,000
Monthly Total Expenses             $ 96,500      $119,000     $144,000    $746,000    $359,500
Remaining Dollars                  $267,000      $148,000     $  4,000                      63%
</TABLE>

**   Notice in months 7-9, Marketing accounts for approximately 63% of the total
     budget.

This  will  continue  to  increase  as we  progress.  The  more we can  spend on
marketing, the more we will succeed.

<PAGE>
                                    EXHIBIT B

THIS PRIVATE PLACEMENT  SUBSCRIPTION  AGREEMENT (THE  "SUBSCRIPTION  AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE  TRANSACTION  TO PERSONS WHO
ARE NOT U.S.  PERSONS (AS DEFINED  HEREIN)  PURSUANT TO  REGULATION  S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS  SUBSCRIPTION  AGREEMENT  RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED,  NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,  IN THE UNITED
STATES OR TO U.S.  PERSONS (AS DEFINED  HEREIN)  EXCEPT IN  ACCORDANCE  WITH THE
PROVISIONS  OF  REGULATION  S UNDER  THE  1933  ACT,  PURSUANT  TO AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE  WITH APPLICABLE  STATE  SECURITIES
LAWS.

                         PRIVATE PLACEMENT SUBSCRIPTION
                            FOR NON U.S. SUBSCRIBERS

                                WEB WIZARD, INC.

                   No. 8, Lane 15, Gang Yang, Xin CunHuicheng,

                         Xin Hui, Jiang Men City, China

                                PRIVATE PLACEMENT

                           INSTRUCTIONS TO SUBSCRIBER:

1. COMPLETE the information on page 2 of this Subscription Agreement.
<PAGE>
                                      -2-

                                WEB WIZARD, INC.

                                PRIVATE PLACEMENT

The Subscriber hereby  irrevocably  subscribes for, and on Closing will purchase
from the Company, the following securities at a price of US$0.______ per Share

                            __________________ Shares

The  Subscriber  directs  the  Company  to  issue,   register  and  deliver  the
certificates representing the Shares as follows:

REGISTRATION INSTRUCTIONS:                           DELIVERY INSTRUCTIONS:

-----------------------------                      -----------------------------
Name to appear on certificate                      Name and account reference,
                                                   if applicable

-----------------------------                      -----------------------------
SIN/Tax ID No.                                     Contact name


-----------------------------                      -----------------------------
Address                                            Address

-----------------------------                      -----------------------------
                                                   Telephone number

EXECUTED by the Subscriber  this _______ day  of__________,  _____. By executing
this Agreement,  the Subscriber certifies that the Subscriber and any beneficial
purchaser  for whom the  Subscriber  is acting is resident  in the  jurisdiction
shown as the "Address of the Subscriber".  The address of the Subscriber will be
accepted by the Company as a  representative  as to the address of residency for
the Subscriber.

WITNESS:                                           EXECUTION BY SUBSCRIBER:

                                                   X
-----------------------------                      -----------------------------
Signature of witness                               Signature of individual (if
                                                   Subscriber is an individual)

                                                   X
-----------------------------                      -----------------------------
Name of witness                                    Authorized signatory (if
                                                   Subscriber is not an
                                                   individual)

-----------------------------                      -----------------------------
Address of witness                                 Name of Subscriber (please
                                                   print)

-----------------------------                      -----------------------------
                                                   Name of authorized signatory
                                                   (please print)

ACCEPTED this __ day of ______, ___.



WEB WIZARD, INC.

-----------------------------                      -----------------------------
Per:                                               Address of Subscriber
                                                   (residence)

-----------------------------                      -----------------------------
Authorized signatory                               Telephone number and e-mail
                                                   address

By  signing   this   acceptance,   the  Company   agrees  to  be  bound  by  all
representations, warranties, covenants and agreements on pages 3-11 hereof.

This Subscription Agreement may be executed in any number of counterparts,  each
of which,  when so executed and delivered,  shall constitute an original and all
of which together shall constitute one instrument.  Delivery of an executed copy
of this  Subscription  Agreement by electronic  facsimile  transmission or other
means of  electronic  communication  capable of producing a printed copy will be
deemed to be  execution  and delivery of this  Subscription  Agreement as of the
date hereinafter set forth.
<PAGE>
                                      -3-

THIS PRIVATE PLACEMENT  SUBSCRIPTION  AGREEMENT (THE  "SUBSCRIPTION  AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE  TRANSACTION  TO PERSONS WHO
ARE NOT U.S.  PERSONS (AS DEFINED  HEREIN)  PURSUANT TO  REGULATION  S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS  SUBSCRIPTION  AGREEMENT  RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED,  NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,  IN THE UNITED
STATES OR TO U.S.  PERSONS (AS DEFINED  HEREIN)  EXCEPT IN  ACCORDANCE  WITH THE
PROVISIONS  OF  REGULATION  S UNDER  THE  1933  ACT,  PURSUANT  TO AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE  WITH APPLICABLE  STATE  SECURITIES
LAWS.

                         PRIVATE PLACEMENT SUBSCRIPTION

                           (Non U.S. Subscribers Only)

TO: WEB WIZARD, INC. (the "Company")

                               Purchase of Shares

1. Subscription

1.1 The undersigned (the  "Subscriber")  hereby  irrevocably  subscribes for and
agrees to  purchase  the  number of shares of the  Company's  common  stock (the
"Shares")  as set out on page 2 of this  Subscription  Agreement  at a price  of
US$0.____________  per Share (such  subscription and agreement to purchase being
the "Subscription"),  for $_______________ (the "Subscription Proceeds"),  which
Subscription Proceeds are tendered herewith, on the basis of the representations
and warranties  and subject to the terms and  conditions  set forth herein.  The
Shares are referred to as the "Securities".

1.2 The Company hereby agrees to sell, on the basis of the  representations  and
warranties  and subject to the terms and  conditions  set forth  herein,  to the
Subscriber the Shares.  Subject to the terms hereof, the Subscription  Agreement
will be effective upon its acceptance by the Company.

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

2. Payment

2.1 The Subscription  Proceeds must accompany this Subscription  Agreement.  The
Subscriber authorizes the Company's lawyers to deliver the Subscription Proceeds
to the Company if the  Subscription  Proceeds  are  delivered  to the  Company's
lawyers, without further instructions required.

2.2 The Subscriber  acknowledges and agrees that this Subscription Agreement and
any  other  documents  delivered  in  connection  herewith  will  be held by the
Company's lawyers on behalf of the Company.  In the event that this Subscription
Agreement is not accepted by the Company for whatever  reason  within 90 days of
the delivery of an executed  Subscription  Agreement by the  Subscriber,  or the
minimum  offering  amount  is not  achieved  by  that  time,  this  Subscription
Agreement,  the  Subscription  Proceeds  and any other  documents  delivered  in
connection  herewith  will be returned to the  Subscriber  at the address of the
Subscriber  as set forth in this  Subscription  Agreement  without  interest  or
deduction.
<PAGE>
                                      -4-

2.3 Where the  Subscription  Proceeds are paid to the  Company,  the Company may
treat the Subscription  Proceeds as a non-interest  bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company.

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

3. Closing

3.1 Closing of the  purchase  and sale of the Shares shall occur on such date as
may be determined by the Company in its sole  discretion  (the "Closing  Date").
The Subscriber acknowledges that Shares may be issued to other subscribers under
this offering (the  "Offering")  before or after the Closing Date.  The Company,
may, at its discretion,  elect to close the Offering in one or more closings, in
which event the Company may agree with one or more  subscribers  (including  the
Subscriber  hereunder) to complete delivery of the Shares to such  subscriber(s)
against payment therefore at any time on or prior to the Closing Date.

4. Acknowledgements of Subscriber

4.1 The Subscriber acknowledges and agrees that:

     (a)  none of the Securities have been  registered  under the Securities Act
          of 1933, as amended (the "1933 Act"), or under any state securities or
          "blue  sky"  laws of any  state of the  United  States,  and are being
          offered only in a transaction not involving any public offering within
          the meaning of the 1933 Act,  and,  unless so  registered,  may not be
          offered or sold in the United  States or to U.S.  Persons  (as defined
          herein),  except pursuant to an effective registration statement under
          the 1933 Act, or pursuant to an exemption  from,  or in a  transaction
          not subject to, the registration  requirements of the 1933 Act, and in
          each case only in  accordance  with  applicable  state and  provincial
          securities laws;

     (b)  the  Company  will  refuse  to  register  any  transfer  of any of the
          Securities not made in accordance with the provisions of Regulation S,
          pursuant to an effective  registration statement under the 1933 Act or
          pursuant to an  available  exemption  from,  or in a  transaction  not
          subject to, the registration requirements of the 1933 Act;

     (c)  the decision to execute this  Subscription  Agreement and purchase the
          Shares  agreed to be purchased  hereunder  has not been based upon any
          oral or written  representation  as to fact or otherwise made by or on
          behalf of the Company;

     (d)  the Subscriber and the  Subscriber's  advisor(s) have had a reasonable
          opportunity to review the Company  Information and to ask questions of
          and receive  answers from the Company  regarding the Offering,  and to
          obtain additional  information,  to the extent possessed or obtainable
          without  unreasonable  effort or  expense,  necessary  to  verify  the
          accuracy of the information  contained in the Company Information,  or
          any other document provided to the Subscriber;

     (e)  the books and records of the Company were  available  upon  reasonable
          notice   for   inspection,    subject   to   certain   confidentiality
          restrictions,  by the Subscriber during  reasonable  business hours at
          its principal  place of business and that all  documents,  records and
          books  pertaining  to this  Offering  have  been  made  available  for
          inspection  by  the  Subscriber,   the  Subscriber's  attorney  and/or
          advisor(s);

     (f)  by execution hereof the Subscriber has waived the need for the Company
          to communicate  its acceptance of the purchase of the Shares  pursuant
          to this Subscription Agreement;
<PAGE>
                                      -5-

     (g)  the Company is entitled to rely on the  representations and warranties
          and the  statements  and answers of the  Subscriber  contained in this
          Subscription  Agreement  and the  Subscriber  will hold  harmless  the
          Company  from any loss or  damage  it may  suffer  as a result  of the
          Subscriber's   failure  to  correctly   complete   this   Subscription
          Agreement;

     (h)  the Subscriber will indemnify and hold harmless the Company and, where
          applicable,  its respective directors,  officers,  employees,  agents,
          advisors  and  shareholders   from  and  against  any  and  all  loss,
          liability,  claim, damage and expense whatsoever  (including,  but not
          limited to, any and all fees, costs and expenses whatsoever reasonably
          incurred in  investigating,  preparing or defending against any claim,
          lawsuit,  administrative proceeding or investigation whether commenced
          or  threatened)  arising  out of or  based  upon  any  acknowledgment,
          representation  or warranty of the Subscriber  contained  herein or in
          any other  document  furnished  by the  Subscriber  to the  Company in
          connection  herewith,  being  untrue in any  material  respect  or any
          breach or failure by the  Subscriber  to comply  with any  covenant or
          agreement  made  by  the  Subscriber  to  the  Company  in  connection
          therewith;

     (i)  the  issuance  and sale of the  Shares to the  Subscriber  will not be
          completed  if it would be  unlawful  or if, in the  discretion  of the
          Company  acting  reasonably,  it is not in the best  interests  of the
          Company;

     (j)  the Subscriber has been advised to consult the Subscriber's own legal,
          tax and other  advisors  with  respect  to the  merits and risks of an
          investment in the Securities and with respect to the applicable resale
          restrictions,  and it is solely responsible (and the Company is not in
          any way responsible) for compliance with:

          (i)  any applicable  laws of the  jurisdiction in which the Subscriber
               is resident in connection with the distribution of the Securities
               hereunder, and

          (ii) applicable resale restrictions;

     (k)  the  Subscriber  has not  acquired the Shares as a result of, and will
          not itself  engage in, any "directed  selling  efforts" (as defined in
          Regulation  S under the 1933 Act) in the  United  States in respect of
          any of the Securities  which would include any  activities  undertaken
          for the purpose of, or that could  reasonably  be expected to have the
          effect of, conditioning the market in the United States for the resale
          of any of the Securities;  provided,  however, that the Subscriber may
          sell  or  otherwise   dispose  of  any  of  the  Shares   pursuant  to
          registration  of any of the  Shares  pursuant  to the 1933 Act and any
          applicable  state  securities  laws or under an  exemption  from  such
          registration requirements and as otherwise provided herein;

     (l)  the  Subscriber  is  outside  the United  States  when  receiving  and
          executing this  Subscription  Agreement and is acquiring the Shares as
          principal for its own account,  for investment  purposes only, and not
          with a view to,  or for,  resale,  distribution  or  fractionalization
          thereof,  in whole or in part,  and no other  person  has a direct  or
          indirect beneficial interest in such Shares;

     (m)  the statutory and regulatory  basis for the exemption  claimed for the
          offer and sale of the Shares,  although in technical  compliance  with
          Regulation S, would not be available if the offering is part of a plan
          or scheme to evade the registration provisions of the 1933 Act;

     (n)  none of the  Securities  are listed on any stock exchange or automated
          dealer  quotation  system and no  representation  has been made to the
          Subscriber  that any of the Securities will become listed on any stock
          exchange or automated dealer quotation system;

     (o)  neither  the  SEC nor  any  other  securities  commission  or  similar
          regulatory  authority  has  reviewed or passed on the merits of any of
          the Securities;
<PAGE>
                                      -6-

     (p)  no documents in  connection  with this  Offering have been reviewed by
          the SEC or any state securities administrators;

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

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

5. Representations, Warranties and Covenants of the Subscriber

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

     (a)  the Subscriber is not a U.S. Person (as defined herein);

     (b)  the  Subscriber is not acquiring the Shares for the account or benefit
          of, directly or indirectly, any U.S. Person (as defined herein);

     (c)  the  Subscriber is resident in the  jurisdiction  set out on page 2 of
          this Subscription Agreement;

     (d)  the Subscriber:

          (i)  is knowledgeable of, or has been independently advised as to, the
               applicable  securities laws of the securities  regulators  having
               application  in the  jurisdiction  in  which  the  Subscriber  is
               resident (the "International  Jurisdiction") which would apply to
               the acquisition of the Shares,

          (ii) is purchasing the Shares  pursuant to exemptions  from prospectus
               or equivalent  requirements under applicable  securities laws or,
               if  such  is not  applicable,  the  Subscriber  is  permitted  to
               purchase the Shares under the applicable  securities  laws of the
               securities  regulators in the International  Jurisdiction without
               the need to rely on any exemptions,

          (iii)acknowledges   that  the  applicable   securities   laws  of  the
               authorities in the International  Jurisdiction do not require the
               Company  to make any  filings or seek any  approvals  of any kind
               whatsoever  from any securities  regulator of any kind whatsoever
               in the  International  Jurisdiction  in connection with the issue
               and sale or resale of any of the Securities, and

          (iv) represents and warrants that the acquisition of the Shares by the
               Subscriber does not trigger:

               A.   any  obligation  to prepare and file a prospectus or similar
                    document,  or any other report with respect to such purchase
                    in the International Jurisdiction, or

               B.   any  continuous   disclosure  reporting  obligation  of  the
                    Company in the International Jurisdiction, and

               the Subscriber will, if requested by the Company,  deliver to the
               Company  a  certificate  or  opinion  of local  counsel  from the
               International   Jurisdiction   which  will  confirm  the  matters
               referred to in  subparagraphs  (ii),  (iii) and (iv) above to the
               satisfaction of the Company, acting reasonably;

     (e)  the  Subscriber is acquiring  the Shares as principal  for  investment
          only  and  not  with  a view  to,  or  for,  resale,  distribution  or
          fractionalization thereof, in whole or in part, and, in particular, it
<PAGE>
                                      -7-

          has no intention to distribute  either  directly or indirectly  any of
          the  Securities  in the United  States or to U.S.  Persons (as defined
          herein);

     (f)  the  Subscriber  is  outside  the United  States  when  receiving  and
          executing this Subscription Agreement;

     (g)  the  Subscriber  understands  and agrees not to engage in any  hedging
          transactions  involving any of the Securities unless such transactions
          are in compliance with the provisions of the 1933 Act and in each case
          only in accordance with applicable state securities laws;

     (h)  the Subscriber  acknowledges  that it has not acquired the Shares as a
          result  of,  and will not itself  engage  in,  any  "directed  selling
          efforts" (as defined in Regulation S under the 1933 Act) in the United
          States in respect of any of the  Securities  which  would  include any
          activities  undertaken for the purpose of, or that could reasonably be
          expected to have the effect of,  conditioning the market in the United
          States for the  resale of any of the  Securities;  provided,  however,
          that the Subscriber may sell or otherwise dispose of any of the Shares
          pursuant to registration of any of the Shares pursuant to the 1933 Act
          and any applicable  state  securities  laws or under an exemption from
          such registration requirements and as otherwise provided herein;

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

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

     (k)  the  Subscriber  has duly  executed and  delivered  this  Subscription
          Agreement  and it  constitutes  a valid and binding  agreement  of the
          Subscriber enforceable against the Subscriber;

     (l)  the  Subscriber  has received  and  carefully  read this  Subscription
          Agreement;

     (m)  the  Subscriber  (i) has adequate net worth and means of providing for
          its current financial needs and possible personal contingencies,  (ii)
          has no need for  liquidity  in this  investment,  and (iii) is able to
          bear the economic  risks of an  investment  in the  Securities  for an
          indefinite  period of time,  and can afford the complete  loss of such
          investment;

     (n)  the Subscriber has the requisite knowledge and experience in financial
          and  business  matters as to be capable of  evaluating  the merits and
          risks of the  investment in the  Securities  and the Company,  and the
          Subscriber is providing  evidence of knowledge and experience in these
          matters;

     (o)  the Subscriber understands and agrees that the Company and others will
          rely   upon  the   truth  and   accuracy   of  the   acknowledgements,
          representations,  warranties,  covenants and  agreements  contained in
          this   Subscription   Agreement   and  agrees  that  if  any  of  such
          acknowledgements,   representations   and  agreements  are  no  longer
          accurate or have been breached,  the Subscriber  shall promptly notify
          the Company;

     (p)  the  Subscriber  is  aware  that  an  investment  in  the  Company  is
          speculative and involves certain risks, including the possible loss of
          the investment;

     (q)  the  Subscriber  is  purchasing  the  Shares for its own  account  for
          investment  purposes  only and not for the account of any other person
          and not for distribution, assignment or resale to others, and no other
<PAGE>
                                      -8-

          person has a direct or indirect  beneficial  interest is such  Shares,
          and the  Subscriber has not subdivided his interest in the Shares with
          any other person;

     (r)  the Subscriber is not an  underwriter  of, or dealer in, the shares of
          the  Company's  common  stock,  nor is the  Subscriber  participating,
          pursuant to a contractual agreement or otherwise,  in the distribution
          of the Shares;

     (s)  the Subscriber has made an independent  examination and  investigation
          of an investment in the Securities and the Company and has depended on
          the advice of its legal and  financial  advisors  and agrees  that the
          Company  will  not  be  responsible  in  anyway   whatsoever  for  the
          Subscriber's decision to invest in the Securities and the Company;

     (t)  if the  Subscriber is acquiring the Shares as a fiduciary or agent for
          one or more investor  accounts,  the  Subscriber  has sole  investment
          discretion  with respect to each such account,  and the Subscriber has
          full power to make the foregoing acknowledgements, representations and
          agreements on behalf of such account;

     (u)  the Subscriber is not aware of any  advertisement of any of the Shares
          and is not  acquiring  the  Shares as a result of any form of  general
          solicitation   or  general   advertising   including   advertisements,
          articles,  notices or other communications published in any newspaper,
          magazine or similar media or broadcast  over radio or  television,  or
          any seminar or meeting  whose  attendees  have been invited by general
          solicitation or general advertising;

     (v)  no  person   has  made  to  the   Subscriber   any   written  or  oral
          representations:

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

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

          (iii) as to the future price or value of any of the Securities, or

          (iv) that any of the Securities  will be listed and posted for trading
               on any stock  exchange or automated  dealer  quotation  system or
               that  application  has  been  made to list  and  post  any of the
               Securities  of the  Company on any stock  exchange  or  automated
               dealer quotation system; and

     (w)  the  Subscriber  acknowledges  and agrees that the  Company  shall not
          consider  the  Subscriber's  Subscription  for  acceptance  unless the
          undersigned  provides to the Company,  along with an executed  copy of
          this Subscription Agreement:

          (i)  such other supporting documentation that the Company or its legal
               counsel may request to establish the  Subscriber's  qualification
               as a qualified investor.

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

6. Acknowledgement and Waiver

6.1 The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the Company  Information.  The Subscriber  hereby waives,  to the
fullest  extent  permitted  by law,  any  rights of  withdrawal,  rescission  or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Shares.
<PAGE>
                                      -9-

7. Representations and Warranties will be Relied Upon by the Company

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

8. Resale Restrictions

8.1 The  Subscriber  acknowledges  that any  resale  of the  Securities  will be
subject  to  resale  restrictions   contained  in  the  securities   legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that  none of the  Securities  have  been  registered  under the 1933 Act or the
securities laws of any state of the United States. None of the Securities may be
offered  or sold in the United  States  unless  registered  in  accordance  with
federal  securities laws and all applicable  state securities laws or exemptions
from such registration requirements are available.

9. Legending and Registration of Subject SECURITIES

9.1 The Subscriber hereby acknowledges that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations,  the certificates representing the Shares will bear a legend in
substantially the following form:

        THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN  OFFERED  IN  AN
        OFFSHORE  TRANSACTION  TO A PERSON  WHO IS NOT A U.S.  PERSON (AS
        DEFINED HEREIN)  PURSUANT TO REGULATION S UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

        NONE OF THE SECURITIES  REPRESENTED  HEREBY HAVE BEEN  REGISTERED
        UNDER THE 1933  ACT,  OR ANY U.S.  STATE  SECURITIES  LAWS,  AND,
        UNLESS SO  REGISTERED,  MAY NOT BE OFFERED OR SOLD,  DIRECTLY  OR
        INDIRECTLY,  IN THE UNITED STATES (AS DEFINED  HEREIN) OR TO U.S.
        PERSONS EXCEPT IN ACCORDANCE  WITH THE PROVISIONS OF REGULATION S
        UNDER  THE  1933  ACT,  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION
        STATEMENT  UNDER  THE  1933  ACT,  OR  PURSUANT  TO AN  AVAILABLE
        EXEMPTION   FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
        REGISTRATION  REQUIREMENTS  OF THE 1933 ACT AND IN EACH CASE ONLY
        IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
        HEDGING   TRANSACTIONS   INVOLVING  THE  SECURITIES  MAY  NOT  BE
        CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES"
        AND "U.S.  PERSON" ARE AS DEFINED BY  REGULATION S UNDER THE 1933
        ACT.

9.2 The  Subscriber  hereby  acknowledges  and  agrees to the  Company  making a
notation on its records or giving  instructions  to the  registrar  and transfer
agent of the Company in order to  implement  the  restrictions  on transfer  set
forth and described in this Subscription Agreement.
<PAGE>
                                      -10-

10. Collection of Personal Information

10.1 The  Subscriber  acknowledges  and consents to the fact that the Company is
collecting the Subscriber's  personal  information for the purpose of fulfilling
this  Subscription  Agreement  and  completing  the Offering.  The  Subscriber's
personal  information (and, if applicable,  the personal information of those on
whose behalf the  Subscriber is  contracting  hereunder) may be disclosed by the
Company to (a) stock  exchanges or securities  regulatory  authorities,  (b) the
Company's  registrar  and  transfer  agent,  and  (c) any of the  other  parties
involved in the Offering, including legal counsel, and may be included in record
books in connection with the Offering. By executing this Subscription Agreement,
the Subscriber is deemed to be consenting to the foregoing  collection,  use and
disclosure of the Subscriber's  personal  information  (and, if applicable,  the
personal  information  of those on whose behalf the  Subscriber  is  contracting
hereunder)  and to the  retention of such  personal  information  for as long as
permitted  or  required by law or business  practice.  Notwithstanding  that the
Subscriber  may be  purchasing  Shares  as agent  on  behalf  of an  undisclosed
principal,  the Subscriber agrees to provide, on request,  particulars as to the
identity  of such  undisclosed  principal  as may be  required by the Company in
order to comply with the foregoing.

11. Costs

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

12. Governing Law

12.1 This Subscription Agreement is governed by the laws of the State of Nevada.
The  Subscriber,  in its personal or corporate  capacity and, if applicable,  on
behalf of each beneficial  purchaser for whom it is acting,  irrevocably attorns
to the exclusive jurisdiction of the Courts of the State of Nevada.

13. Survival

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

14. Assignment

14.1 This Subscription Agreement is not transferable or assignable.

15. Severability

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

16. Entire Agreement

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

17. Notices

17.1 All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the Subscriber  shall be directed to the
<PAGE>
                                      -11-

address on page 2 and  notices to the  Company  shall be  directed  to it at the
first page of this Subscription Agreement.

18. Counterparts and Electronic Means

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