Exhibit 4.1

These securities are restricted securities as that term is defined in Rule 144
under the U.S. Securities Act of 1933 (the "Act"). As restricted securities,
they may be resold only in accordance with Regulation S under the Act or
pursuant to an effective registration statement under the Act or an exemption
from the Act.

These securities have not been registered with the United States Securities and
Exchange Commission or the securities commission of any state. This subscription
agreement does not constitute an offer to sell nor a solicitation of an offer to
buy the securities in any jurisdiction in which such offer or solicitation would
be unlawful. The securities may not be resold or transferred except as permitted
pursuant to registration under the Act or an exemption from it.

These securities have not been recommended by any federal or state securities
commission or regulatory authority. Furthermore, the foregoing authorities have
not reviewed, confirmed or determined the accuracy or adequacy of this document.
Any representation to the contrary is a criminal offense.

                          REG S SUBSCRIPTION AGREEMENT
                               (British Columbia)

Number of Shares:

Price per Share:       US$0.10

Subscription amount:   US$

Name of subscriber:

This subscription agreement is between the undersigned (the "Subscriber") and
Levin Textiles International Inc., a Delaware corporation (the "Company") in
connection with the offer and subscription by the Subscriber for the number of
shares of common stock in the capital of the Company (the "Restricted Shares").
The price per share was fixed and the representations and warranties were made
as of the date of this subscription agreement. The offer and sale of the
Restricted Shares was made in reliance upon the provisions of Regulation S
("Regulation S") under the United States Securities Act of 1933 (the "Act"). The
Restricted Shares are "restricted securities" as that term is defined under Rule
144 of the Act, and the Restricted Shares may not be sold without being first
registered or an exemption from registration is available.

1. Subscription Procedure

      1.1 The Subscriber irrevocably subscribes for and agrees to buy the
Restricted Shares at the price per share described above outside the United
States of America and will deliver to the Company (a) a completed and signed Reg
S subscription agreement, (b) the applicable completed and signed Schedules
attached to the Reg S subscription agreement, and (c) a certified cheque, bank
draft, money order or wire transfer for the subscription funds made payable to
"Levin Textiles International Inc." or in any other manner as the Company may
specify. The subscription funds and documents delivered in connection herewith
will be held by the Company until the closing conditions listed below have been
satisfied or waived by the appropriate party

      1.2 The Company will deliver a certificate representing the Restricted
Shares to the Subscriber within a reasonable time after the Company accepts the
subscription agreement (the "Closing"). The offering contemplated by this
subscription will be completed at one or more Closings at such time or times, on
such date or dates, and at such place or places, as the Company may determine.

      1.3 The offering contemplated by this subscription is being made pursuant
to exemptions (the "Exemptions") from the registration and prospectus
requirements of applicable securities laws. The Subscriber acknowledges and
agrees that the Company will rely on the representations and warranties
contained in this subscription to determine the applicability of available
Exemptions.

      1.4 The offering contemplated by this subscription is not, and under no
circumstances is to be construed as, a public offering of the Restricted Shares.
The offering is not being made, and this subscription does not constitute, an
offer to sell or the solicitation of an offer to buy the Restricted Shares in
any jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation.


                                        1
<PAGE>

      1.5 Subject to the application of Section 2.2, subscriptions are
irrevocable.

      1.6 A subscription will only be effective upon its acceptance by the
Company. Subscriptions will only be accepted if the Company is satisfied that,
and it will be subject to a condition for the benefit of the Company that, the
offering can lawfully be made in the jurisdiction of residence of the Subscriber
pursuant to an available Exemption and that all applicable securities laws have
been and will be complied with in connection with the subscription.

      1.7 The Company reserves the right to accept or reject any or all of this
subscription. The Company will have no liability whatsoever to any Subscriber if
any or all off this subscription is rejected.

      1.8 The obligations of each party are subject to the condition that each
party's representations and warranties are true at the time of Closing and the
covenants of the other party that were to be performed by the other party on or
before the Closing have been performed.

2. Offering Documents

      2.1 This offering is being made pursuant to Exemptions. The use of a
particular Exemption may or may not require the delivery of an offering
memorandum to a subscriber. Subscribers acknowledge and agree that unless a
subscriber is only able to purchase the securities offered pursuant to an
Exemption that requires the delivery of an offering memorandum, they will not be
entitled to a copy of the offering memorandum in connection with their
subscription and, notwithstanding any delivery or other receipt of the offering
memorandum, they are not entitled to the contractual rights of action provided
therein or under any securities laws with respect to any potential
misrepresentations in the offering memorandum.

      2.2 Subscribers purchasing the Restricted Shares pursuant to an Exemption
that requires the delivery of an offering memorandum acknowledge the receipt of
the Company's offering memorandum dated November 23, 2004 (the "Offering
Memorandum"). Such Subscribers may cancel their subscription to purchase the
Restricted Shares offered and have their subscription funds returned without
interest or deduction by sending a written notice to the Company by midnight of
the second business day after executing their subscription agreement. Once this
period has elapsed, subscriptions are irrevocable. The Offering Memorandum
contains statutory rights of rescission in the event of a misrepresentation. See
Item 11 of the Offering Memorandum for further details

3. Representations, Warranties and Covenants of the Subscriber

      3.1 Offshore Transaction. The Subscriber represents and warrants to the
Company that (i) the Subscriber is not a "U.S. person" as that term is defined
in Rule 902(c) of Regulation S; (ii) at the time of signing this agreement, the
Subscriber was outside the United States and no offer of the Restricted Shares
was made to the Subscriber within the United States; (iii) the Subscriber
purchased the Restricted Shares for its own account and not on behalf of any
U.S. person, and the sale of the Restricted Shares has not been prearranged with
any buyer in the United States; and (iv) the Subscriber is not a distributor as
defined in Regulation S. The Subscriber will not, before the expiration of one
year from the Closing (the "Restricted Period"), offer or sell the Restricted
Shares to U.S. persons or for the account or benefit of U.S. persons and will
offer and sell the Restricted Shares only in compliance with the provisions of
Regulation S.

      3.2 Independent Investigation. The Subscriber, in electing to subscribe
for the Restricted Shares, relied upon an independent investigation made by it
and its representatives, if any, and has been given access to and the
opportunity to examine all books and records of the Company, and all material
contracts and documents of the Company.

      3.3 Residency. The Subscriber is resident in the jurisdiction set out on
the execution page of this subscription.

      3.4 Investment Intent. The Subscriber is acquiring the Restricted Shares
for its own account (or a trust account if the Subscriber is a trustee) and not
as a nominee. The Subscriber understands that the purchase of the Restricted
Shares involves a high degree of risk and that the Subscriber must bear the
economic risk of this investment indefinitely unless sale of the Restricted
Shares is registered pursuant to the Act, or an Exemption from registration for
their sale is available. The Subscriber understands that, in the view of the
United States Securities and Exchange Commission, the statutory basis for the
Exemption claimed for this transaction would not be present if the offering of
the Restricted Shares, although in technical compliance with Regulation S, is
part of a plan or scheme to evade the registration provisions of the Act. The
Subscriber is acquiring the Restricted Shares for investment purposes and has no
present intention to sell the Restricted Shares in the United States or to a
U.S. Person or for the account or benefit of a U.S. Person. The Subscriber
covenants that neither the Subscriber nor its affiliates nor any person acting
on its or their behalf has the intention of entering or will enter during the
Restricted Period, into any put option, short position or other similar
instrument or position or any other hedging transactions or arrangements with
respect to the Company's common stock, and neither the Subscriber nor any of its
affiliates nor any person acting on its or their behalf will use at any time
Restricted Shares acquired pursuant to this agreement to settle any put option,
short position or other similar instrument or position or any other hedging
transaction or arrangement that may have been entered into before the execution
of this agreement or during the Restricted Period.



                                       I2
<PAGE>

      3.5 No Sale in Violation of the Securities Laws. The Subscriber covenants
that it will not knowingly sell, transfer or otherwise dispose of the Restricted
Shares in violation of the Act, the Securities and Exchange Act of 1934 (the
"Exchange Act") or the rules and regulations of the Commission or any other
relevant securities laws. The Subscriber will only offer and sell the Restricted
Shares pursuant to an effective registration statement under the Act or an
exemption from the registration provisions of the Act or any other relevant
securities laws. The Subscriber will comply with the applicable provisions of
any relevant securities laws concerning the purchase and holding of the
Restricted Shares and any resale of the Restricted Shares.

      3.6 Experience and Knowledge. The Subscriber is either experienced in or
knowledgeable with regard to the affairs of the Company or, either alone or with
its professional advisors, is capable by reason of knowledge and experience in
financial and business matters in general, and investments in particular, of
evaluating the merits and risks of an investment in the Restricted Shares, and
it is able to bear the economic risk of an investment in the Restricted Shares
and can otherwise be reasonably assumed to have the capacity to protect its own
interest in connection with the investment. The Subscriber has the experience in
business and financial matters that make it capable of evaluating the risk of
its investment and determining the suitability of its investment in the
Restricted Shares.

      3.7 British Columbia Subscriber. If the Subscriber is a resident of
British Columbia and it is purchasing the Restricted Shares as principal for its
own account, the Subscriber has completed, signed, and returned the certificate
set out as Schedule "A" to this subscription agreement.

      3.8 Authorization and Compliance. The Subscriber has the full power and
authority to sign, deliver and perform this agreement. If the Subscriber is a
corporation, it is duly incorporated and validly subsisting under the laws of
its jurisdiction of incorporation and all necessary approvals by its directors,
shareholders and others have been obtained to authorize execution of this
subscription on behalf of the Subscriber. This agreement, when signed and
delivered by the Subscriber, constitutes a legal, valid and binding obligation
of the Subscriber, enforceable against the Subscriber in accordance with its
terms. The entering into of this subscription and the transactions contemplated
hereby do not result in the violation of any of the terms and provisions of any
law applicable to, and if the Subscriber is a corporation, 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.

      3.9 No Reliance on Tax Advice. The Subscriber has reviewed with his, her
or its own tax advisors the foreign, U.S. federal, state and local tax
consequences of this investment, where applicable, and the transactions
contemplated by this agreement. The Subscriber is relying solely on its advisors
and not on any statements or representations of the Company or any of its agents
with respect to the tax consequences and understands that the Subscriber (and
not the Company) is responsible for the Subscriber's tax liability that may
arise as a result of this investment or the transactions contemplated by this
agreement.

      3.10 No Legal Advice from Company. The Subscriber acknowledges that it has
had the opportunity to review this agreement and the transactions contemplated
by it with its own legal counsel. The Subscriber is relying solely on its
counsel and not on any statements or representations of the Company or any of
its agents for legal advice with respect to this investment or the transactions
contemplated by this agreement except for the representations, warranties and
covenants specifically stated.



                                       3
<PAGE>

      3.11 No Written or Oral Representations. No person has made to the
Subscriber any written or oral representations (i) that any person will resell
or repurchase the Restricted Shares; (ii) that any person will refund the
purchase price for the Restricted Shares; (iii) as to the future price or value
of the Restricted Shares; or (iv) that the Restricted Shares will be listed and
posted for trading or any stock exchange or that an application has been made to
list the shares of common stock of the Company on any stock exchange.

      3.12 Exemption Eligibility. The Subscriber is purchasing the Restricted
Shares as principal for its own account and represents, warrants and covenants
to and with the Company that it is purchasing the Restricted Shares not for the
benefit of any other person and not with a view to the resale or distribution of
all or any of the Securities, and:

      a.    if it is a resident of British Columbia,

            i.    it is eligible to purchase the Restricted Shares pursuant to
                  Part 3 of Multilateral Instrument 45-103 ("MI45-103") by
                  virtue of being:

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

            (B)   a spouse, parent, grandparent, brother, sister, child, close
                  personal friend (in that the Subscriber has known the
                  director, senior officer or control person well enough and for
                  a sufficient period of time to be in a position) or close
                  business associate (in that the Subscriber has had sufficient
                  prior business dealings with the director, senior officer or
                  control person to be in a position to assess the capabilities
                  and trustworthiness of that person) of a director, senior
                  officer or control person of the Company or of an affiliate of
                  the Company;

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

            (D)   a founder of the Company or a spouse, parent, grandparent,
                  brother, sister, child, close personal friend or close
                  business associate of a founder of the Company;

            (E)   a parent grandparent, brother, sister, child of a spouse of a
                  founder of the Company;

            (F)   a person or company of which a majority of the voting
                  securities are beneficially owned by, or a majority of the
                  directors are persons or companies described in (A) to (E)
                  above; or

            (G)   a trust or estate of which all of the beneficiaries or a
                  majority of the trustees are persons or companies described in
                  (A) to (E) above;

            ii.   it is eligible to purchase the Restricted Shares pursuant to
                  Part 5 of MI45-103 by virtue of being an "Accredited Investor"
                  as defined in MI45-103; or

            iii.  it is eligible to purchase the Restricted Shares pursuant to
                  Part 4 of MI45-103 by virtue of having received a copy of the
                  Offering Memorandum prior to executing this subscription and
                  signing the Risk Acknowledgement Form in the form attached
                  hereto.

      b.    if the Subscriber is resident of an international jurisdiction
            (which is defined herein to mean a country other than Canada or the
            United States), then:

            i.    the Subscriber is knowledgeable of, or has been independently
                  advised as to, the International Securities Laws (which is
                  defined herein to mean, in respect of each and every offer or
                  sale of the Restricted Shares, any securities laws having
                  application to the Subscriber and the offering other than the
                  laws of Canada and the United States and all regulatory
                  notices, orders, rules, regulations, policies and other
                  instruments incidental thereto) that would apply to this
                  subscription, if any;


                                       4
<PAGE>

            ii.   the Subscriber is purchasing the Restricted Shares pursuant to
                  an applicable exemption from any prospectus, registration or
                  similar requirements under the International Securities Laws
                  of that international jurisdiction, or, if such is not
                  applicable, the Subscriber is permitted to purchase the
                  Restricted Shares under the International Securities Laws of
                  the international jurisdiction without the need to rely on
                  exemptions;

            iii.  the International Securities Laws do not require the Company
                  to make any filings or seek any approvals of any kind
                  whatsoever from any regulatory authority of any kind
                  whatsoever in the international jurisdiction; and

            iv.   the Restricted Shares are being acquired for investment
                  purposes only and not with a view to resale and distribution,
                  and the distribution of the Restricted Shares to the
                  Subscriber by the Company complies with all International
                  Securities Laws.

4. Acknowledgments of Subscriber

The Subscriber acknowledges and agrees that:

      4.1 Reg S Resales. The Restricted Shares may only be resold in compliance
with Rules 903 or 904 under Regulation S, pursuant to a registration statement
under the Act or pursuant to an exemption from registration under the Act. The
Company will not register any transfer of Restricted Shares that does not comply
with these Rules. The Subscriber covenants that all offering materials and
documents (other than press releases) used in connection with offers and sales
of the Restricted Shares before the expiration of the Restricted Period must
state that (i) the Restricted Shares have not been registered under the
Securities Act and may not be offered or sold in the United States or to a U.S.
person (as that term is defined in Rule 902 of Regulation S) unless they are
registered under the Act or an exemption from the registration requirements of
the Act is available, and that (ii) hedging transactions involving the
Restricted Shares may not be conducted unless they comply with the Act. These
statements must appear on the cover or inside cover page and in the underwriting
section of any prospectus or offering circular and must appear in any
advertisement used in connection with the offer or sale of the Restricted
Shares.

      4.2 British Columbia Resales. The Restricted Shares will be subject to
restrictions on resale in the Province of British Columbia including an
unlimited hold period unless the Company becomes a reporting issuer in the
Province of British Columbia. The Company is under no obligation to, and there
is no assurance the Company will ever, become a reporting issuer in the Province
of British Columbia or any other jurisdiction. There are restrictions on the
Subscriber's ability to resell the Restricted Shares and it is the
responsibility of the Subscriber to find out what those restrictions are and to
comply with them before selling the Restricted Shares.

      4.3 No Prospectus Filed and Available Remedies. No prospectus has been
filed by the Company with the Commission or any other applicable regulatory
authority in connection with the issuance of the Restricted Shares. The Company
has advised the Subscriber that it is relying on one or more exemptions from the
requirements to provide the Subscriber with a prospectus and to sell the
Restricted Shares through a person registered to sell securities under the
applicable securities laws and, as a consequence of acquiring the Restricted
Shares pursuant to such exemption and the fact that no prospectus has been or is
required to be filed with respect to any of the Restricted Shares under
applicable securities laws:

      c.    the Subscriber is restricted from using certain of the civil
            remedies available under such legislation and certain protections,
            rights and remedies provided in such legislation, including
            statutory rights of rescission or damages, will not be available to
            it (or with the exception of the rights available to the subscriber
            by virtue of receiving the Offering Memorandum);

      d.    the Subscriber may not receive information that might otherwise be
            required to be provided to it under such legislation; and


                                       5
<PAGE>

      e.    the Company is relieved from certain obligations that would
            otherwise apply under such legislation.

      4.4 Speculative Investment. The Restricted Shares are speculative
investments which involve a substantial degree of risk.

      4.5 Private Company. The Company is a private company and there can be no
transfers of the Restricted Shares on the share register of the Company without
prior approval of the board of directors of the Company.

      4.6 Professional Advisors. The Subscriber has been advised to consult its
own legal and tax advisors with respect to the merits and risks of an investment
in the Restricted Shares and the applicable resale restrictions and the
Subscriber is solely responsible, and the Company is not in any way responsible,
for compliance with applicable resale restrictions.

      4.7 No Government Recommendation or Approval. The Subscriber understands
no agency, governmental authority, regulatory body, stock exchange or other
entity has passed upon or recommended or endorsed or made any finding or
determination as to the merit of the Company, this transaction or the purchase
of the Restricted Shares, nor have any such agencies or governmental authorities
made any recommendation or endorsement with respect to, the Restricted Shares
The Subscriber acknowledges that this transaction and the material provided to
it has not been reviewed by the United States Securities and Exchange Commission
(the "Commission") or by any state's or province's securities authorities.

      4.8 Future Issuances. The Company has allotted and issued common shares in
the past, will be allotting and issuing shares of common stock in addition to
those sold under this Subscription Agreement and may in future allot and issue
shares of common stock at prices per share less or greater than the subscription
price herein to other parties including, without limitation, its directors,
officers and other insiders.

      4.9 Non-Brokered Offering. The Company will solicit offers to purchase the
Restricted Shares through its directors and officers on a non-brokered basis.

      4.10 Acceptance. The offer made by this subscription is irrevocable
(subject to the application of Section 2.2 and the Subscriber's right of
rescission pursuant to the Offering Memorandum) and requires acceptance by the
Company. The Subscription Agreement will be accepted by the Company upon the
signing of this Subscription Agreement by the Company. This subscription need
not be considered for acceptance and the Restricted Shares subscribed for herein
need not be allotted and issued until the Company has received subscriptions for
such total number of shares of common stock as the directors in their sole
discretion deemed sufficient for the Company's needs.

      4.11 No Registration. The Subscriber understands that the Restricted
Shares have not been registered under the Act and are being offered and sold
pursuant to Regulation S based in part upon the representations of the
Subscriber, and that the Company is relying on the truth and accuracy of the
Subscriber's representations, warranties and covenants to determine whether the
offer and sale of the Restricted Shares is exempt from registration under the
Act.

      4.12 No Insurance. There is no government or other insurance covering the
Restricted Shares.

      4.13 No Advertisement. To the knowledge of the Subscriber, the sale of the
Restricted Shares was not accompanied by any advertisement or solicited in any
manner in contravention of applicable securities laws

      4.14 Survival. The representations, warranties and covenants made by the
Subscriber to the Company in this subscription will survive the Closing.


                                       6
<PAGE>

5. Resale Restrictions and Legending of Securities

      5.1 The certificates representing the Restricted Shares must bear the
legend set forth in the first paragraph on the first page of this agreement and
any other legend, if the legend or legends are reasonably required by the
Company to comply with state, federal or foreign law. If any of the Restricted
Shares are subject to a hold period, or any other restrictions on resale and
transferability, the Company may place a legend on the certificates representing
the Restricted Shares as may be required under applicable securities laws, or as
it may otherwise deem necessary or advisable.

      5.2. The Subscriber acknowledges and agrees that the offering contemplated
by this subscription is being made pursuant to Exemptions. The Restricted Shares
will be subject to a number of resale restrictions, including a restriction on
trading. Until the restriction on trading expires, the Subscriber will not be
able to trade the Restricted Shares unless the Subscriber complies with an
exemption from the prospectus and registration requirements under applicable
securities laws.

      5.3 The Company has no obligation to file a prospectus qualifying the
distribution of the Restricted Shares in any jurisdiction where the offering is
made and has no intention to do so.

      5.4 The foregoing is a summary only and is not intended to be exhaustive.
Subscribers are advised to consult with their own advisors concerning their
particular circumstances and the particular nature of the restrictions on
transfer, the extent of the applicable hold period and the possibilities of
utilizing any further Exemptions or the obtaining of a discretionary order to
transfer any Restricted Shares. Accordingly, Subscribers are further advised
against attempting to resell or transfer any Restricted Shares until they have
determined that any such resale or transfer is in compliance with the
requirements of all applicable securities laws, including but not limited to the
filing with the appropriate regulatory authority of initial trade and other
reports required upon any resale of the Restricted Shares.

6. Representations, Warranties and Covenants of the Company

      6.1 Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted.

      6.2 Authorization. The Company has taken the corporate action that is
necessary for the authorization, execution and delivery of this agreement, the
performance of the Company's obligations, and the authorization, issuance and
delivery of the Restricted Shares.

      6.3 Valid Issuance of Restricted Shares. The Restricted Shares, when
issued, sold and delivered in accordance with the terms hereof for the Purchase
Price will be duly and validly issued and outstanding, fully paid and
non-assessable, and based in part on the representations and warranties of the
Subscriber will be issued in compliance with all applicable federal, state and
other applicable securities laws.

      6.4 Binding Agreement. All corporate action on the part of the Company,
its directors, and its shareholders necessary for the authorization, execution,
delivery and performance of this subscription by the Company will be taken prior
to the Closing. This subscription, when executed and delivered by the Company,
will, to the best of the Company's knowledge, constitute a valid and binding
obligation of the Company enforceable in accordance with its respective terms.


                                       7
<PAGE>

7. Governing Laws

This agreement is governed by and construed in accordance with the laws of the
State of Delaware, except for matters arising under the Act or the Exchange Act,
which matters must be construed and interpreted in accordance with those laws.
The Subscriber, in his personal or corporate capacity, irrevocably attorns to
the jurisdiction of the courts of the State of Delaware.

8. Entire Agreement; Amendment

Except as expressly provided for in this subscription and in the agreements,
instruments and other documents contemplated or provided for herein, this
subscription contains the entire agreement between the parties with respect to
the sale of the Restricted Shares and there are no other terms, conditions,
representations, warranties, acknowledgments and covenants, whether expressed or
implied, whether written or oral, and whether made by statute, common law, the
parties hereto or anyone else. No party is liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically stated in this agreement. Except as expressly provided, neither
this agreement nor any term of it may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of the amendment, waiver, discharge or termination is sought.

9. Notices

Any notice or request required or permitted to be given by either the Company or
the Subscriber pursuant to the terms of this agreement must be in writing and is
deemed given when delivered personally or by fax with a hard copy to follow by
two-day courier addressed to the parties at the addresses of the parties set
forth at the end of this agreement or such other address as a party may request
by notifying the other in writing.

10. Costs

The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase, resale or transfer of the
Restricted Shares will be borne by the Subscriber.

11. Severability

If any provision of this agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this agreement
continues in full force and effect without the provision, except that the
severability is not effective if it materially changes the economic benefit of
this agreement to any party.

12. Survival

This subscription, including without limitation the terms, conditions,
representations, warranties, acknowledgments and covenants contained herein,
will survive and continue in full force and effect and be binding upon the
Subscriber notwithstanding the completion of the purchase and sale of the
Restricted Shares and any subsequent disposition thereof by the Subscriber.

13. Assignment

This subscription is not transferable or assignable.

14. Miscellaneous

Each party to this subscription covenants and agrees that it will, from time to
time both before and after the Closing, at the request and expense of the
requesting party, promptly execute and deliver all such other instruments,
notices, releases, escrow agreements, undertakings and other documents, and will
do all such other acts and other things, as may be necessary or desirable for
purposes of carry out the provisions of this subscription.


                                       8
<PAGE>

15. Titles and Subtitles

The titles and subtitles used in this agreement are used for convenience only
and are not to be considered in construing or interpreting this agreement.

16. Counterparts

This agreement may be signed in any number of counterparts, each of which is
enforceable against the parties actually signing the counterparts, and all of
which together constitute one original instrument.


THE PARTIES' signatures below are evidence of their agreement.


Date:
       ---------------------------------------------------


----------------------------------------------------------
Name of Subscriber


----------------------------------------------------------
Signature of Subscriber


----------------------------------------------------------
Name and position of authorized signatory, if applicable


----------------------------------------------------------
Address of Subscriber


----------------------------------------------------------


----------------------------------------------------------
E-mail address for Subscriber


----------------------------------------------------------
Telephone number for Subscriber


----------------------------------------------------------
Fax number for Subscriber


----------------------------------------------------------
Social Insurance Number of Subscriber, if applicable

Where the Subscriber is not an individual, provide the name of any individual
that has direct or indirect beneficial ownership of, control or direction over,
or a combination of direct or indirect beneficial ownership of and control or
direction over, securities carrying more than 10% of the voting rights attached
to securities issued by the Subscriber.


------------------------------------      --------------------------------------

------------------------------------      --------------------------------------

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                                       9
<PAGE>

Reg S Subscription                                                       Page 10


                             ACCEPTANCE and RECEIPT

Levin Textiles International Inc. accepts this subscription and acknowledges
receipt of the Reg S Subscription Agreement set forth above and acknowledges
receipt of $            from                   this
day of                                , 2004.


Levin Textiles International Inc.


Per:


---------------------------------
Authorized Signatory


                        Levin Textiles International Inc.

<PAGE>

Reg S Subscription                                                       Page 11
                                  Schedule "A"

Confirmation and Eligibility of Subscriber - British Columbia

The Subscriber represents, covenants and certifies to the Company that the
Subscriber is (1) purchasing the Restricted Shares of the Company as principal
and (2) resident in or subject to the laws of the Province of British Columbia.
In addition to the covenants, representations and warranties contained in the
Subscription Agreement that this Certificate accompanies, the Subscriber further
covenants, represents and warrants to the Company that:

1. The Subscriber is an "accredited investor", as defined in Multilateral
Instrument 45-103 Capital Raising Exemptions, by reason of the fact that the
Subscriber is: [please check all boxes that apply]

|_|   (a) a Canadian financial institution, or an authorized foreign bank listed
          in Schedule III of the Bank Act (Canada);

|_|   (b) the Business Development Bank incorporated under the Business
          Development Bank Act (Canada);

|_|   (c) an association under the Cooperative Credit Associations Act (Canada)
          located in Canada or a central cooperative credit society for which an
          order has been made under subsection 473(1) of that Act;

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

|_|   (e) a person or company registered under the securities legislation of a
          jurisdiction of Canada, as an adviser or dealer, other than a limited
          market dealer registered under the Securities Act (Ontario) or the
          Securities Act (Newfoundland and Labrador);

|_|   (f) an individual registered or formerly registered under the securities
          legislation of a jurisdiction of Canada, as a representative of a
          person or company referred to in paragraph (e);

|_|   (g) 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;

|_|   (h) a municipality, public board or commission in Canada;

|_|   (i) any national, federal, state, provincial, territorial or municipal
          government of or in any foreign jurisdiction, or any agency of that
          government;

|_|   (j) 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;

|_|   (k) 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;


                        Levin Textiles International Inc.

<PAGE>

Reg S Subscription                                                       Page 12

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

|_|   (m) a person or company, other than a mutual fund or non-redeemable
          investment fund, that. either alone or with a spouse, has net assets
          of at least $5,000,000, and unless the person or company is an
          individual, that amount is shown on its most recently prepared
          financial statements;

|_|   (n) a mutual fund or non-redeemable investment fund that, in the local
          jurisdiction, distributes its securities only to persons or companies
          that are accredited investors;

|_|   (o) a mutual fund or non-redeemable investment fund that, in the local
          jurisdiction, is distributing or has distributed its securities under
          one or more prospectuses for which the regulator has issued receipts;

|_|   (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, trading as a trustee or agent on behalf of a fully
          managed account;

|_|   (q) a person or company trading as agent on behalf of a fully managed
          account if that person or company is registered or authorized to carry
          on business under the securities legislation of a jurisdiction of
          Canada or a foreign jurisdiction as a portfolio manager or under an
          equivalent category of adviser or is exempt from registration as a
          portfolio manager or the equivalent category of adviser;

|_|   (r) a registered charity under the Income Tax Act (Canada) that, in regard
          to the trade, has obtained advice from an eligibility adviser or other
          adviser registered to provide 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) through (e) and
          paragraph (j) in form and function; or

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

OR

2. The Subscriber is: [please check all boxes that apply]

|_|   (a) a director, senior officer or control person of the Company, or of an
          affiliate of the Company;

|_|   (b) a spouse, parent, grandparent, brother, sister or child of a director,
          senior officer or control person of the Company, or of an affiliate of
          the  Company, namely

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

                       Levin Textiles International Inc.

<PAGE>

Reg S Subscription                                                       Page 13

|_|   (c) a parent, grandparent, brother, sister or child of a spouse of a
          director, senior officer or control person of the Company, or of an
          affiliate of the Company;

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

|_|   (d) a close personal friend of a director, senior officer or control
          person of the Company, or of an affiliate of the Company, namely

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

|_|   (e) a close business associate of a director, senior officer or control
          person of the Company, or of an affiliate of the Company, namely

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

|_|   (f) a person or company of which a majority of the voting securities or
          beneficially owned by, or a majority of the directors are, persons or
          companies described in paragraphs 2.(a) to 2.(e); or |_| (g) a trust
          or estate of which all of the beneficiaries or a majority of the
          trustees are persons or companies described in paragraphs 2(a) to (e)
          above;

OR

3. The Subscriber is, within the meaning of Multilateral Instrument 45-105
Trades to Employees, Senior Officers, Directors and Consultants : [please check
all boxes that apply]

|_|   (a) an employee;

|_|   (b) a senior officer;

|_|   (c) a director; or

|_|   (d) a consultant,

      of the Company or an affiliated entity of the Company.

OR

4.

|_|   The Subscriber does not meet any of the criteria set out in Categories 1
      through 3 herein, but the Subscriber has received a copy of an offering
      memorandum of the Company prior to completing and signing a subscription
      agreement for the Restricted Shares. Please turn to and complete Form 1A
      attached hereto.

The representations, warranties, statements and certification made in this
Certificate are true and accurate as of the date of this Certificate and will be
true and accurate as of the Closing. If any such representation, warranty,
statement or certification becomes untrue or inaccurate prior to the Closing,
the Subscriber will give the Company immediate written notice thereof.


                       Levin Textiles International Inc.

<PAGE>

Reg S Subscription                                                       Page 14

The Subscriber acknowledges that the Company will be relying on this Certificate
in connection with the subscription agreement.

The statements made in this Certificate are true.


DATED at                           this         day of                   , 2004.
         --------------------------      -------        -----------------


If a corporation, partnership or other entity:  If an individual:


---------------------------------               --------------------------------
Signature of Authorized Signatory               Signature


---------------------------------               --------------------------------
Name and Position of Signatory                  Print Name


---------------------------------               --------------------------------
Name of Purchasing Entity                       British Columbia
                                                Jurisdiction of Residence



British Columbia
---------------------------------
Jurisdiction of Residence





                        Levin Textiles International Inc.