Filed by sedaredgar.com - Orca International Language Schools Inc. - Exhibit 10.1






ORCA INTERNATIONAL LANGUAGE SCHOOLS INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

INSTRUCTIONS TO PURCHASER

	1. 	
      All purchasers complete all the information in the boxes
      on page 1 and sign where indicated with an “X”.

	 	 
	2. 	
      If you are an “accredited investor”, then complete the
      “Accredited Investor Form” that starts on page 2. If you are a “friend,
      family or business associate” of the Issuer, then complete the “Family,
      Friends and Business Associates Questionnaire” that starts on page 5. The
      purposes of these forms are to determine whether you meet the standards
      for participation in a private placement under sections 2.3 or 2.5 of
      National Instrument 45-106 adopted by members of the Canadian Securities
      Administrators .







This is page 1 of 14 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the “Subscription Agreement”.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

	TO: 	ORCA INTERNATIONAL LANGUAGE SCHOOLS INC. (the
      “Issuer”), of 909 – 6081 No. 3 Road, Richmond, B.C. V6Y 2B2



Subject and pursuant to the terms set out in the Terms on pages
6 to 7, the General Provisions on pages 10 to 14 and the other schedules and
appendices attached which are hereby incorporated by reference, the Purchaser
hereby irrevocably subscribes for, and on Closing will purchase from the Issuer,
the following securities at the following price:


	_______________________ Shares 
	$0.10 per Share for a total purchase price of $ 150,000
      
The Purchaser owns, directly or indirectly, the following
      securities of the Issuer: 
2,635,000 
[Check if
      applicable] The Purchaser is [ ] an insider of the Issuer
  


The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Purchased Securities as follows:


	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	SGB C&C Investment Ltd. 	 	SGB C&C Investment Ltd. 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	  	 	Xin Li 
	Account reference if
      applicable 	 	Contact
      name 
	#909 – 6081 No. 3 Road, Richmond, B.C. V6Y2B2 	 	#909 – 6081 No. 3 Road, Richmond, B.C. V6Y2B2

	Address 	 	Address
    
	  	 	(604) 484-3127 
	  	 	Telephone Number 


EXECUTED by the Purchaser this _______day of _____________,
2008. By executing this Subscription Agreement, the Purchaser certifies that the
Purchaser and any beneficial purchaser for whom the Purchaser is acting is
resident in the jurisdiction shown as the “Address of Purchaser”. Unless the
jurisdiction shown as the “Address of Purchaser” is British Columbia, then the
Purchaser certifies that the Purchaser is NOT resident in British
Columbia.


	WITNESS: 	 	EXECUTION BY PURCHASER: 
	 	 	X 
	Signature of Witness
    	 	Signature of individual (if Purchaser is an individual)
    
	 	 	X 
	Name of Witness 	 	Authorized signatory (if Purchaser is not an
      individual) 
	 	 	SGB C&C Investment Ltd. 
	Address of Witness
    	 	Name of
      Purchaser (please print) 
	 	 	Xin Li 
	 	 	Name of
      authorized signatory (please print) 
	Accepted this ____
      day of ____________, 2008 	 	#909 – 6081 No. 3 Road, Richmond, B.C. V6Y2B2

	ORCA
      INTERNATIONAL LANGUAGE 	 	Address
      of Purchaser (residence) 
	SCHOOLS INC.
    	 	 
    
	Per: 	 	(604) 484-3127 
	 	 	Telephone Number 
	Authorized Signatory
    	 	  
	 	 	E-mail address 
	 	 	  
	 	 	Social Insurance No.: 


By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 6 to 7, the General Provisions on pages 10 to 14 and the
other schedules and appendices incorporated by reference.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 2 of 14 pages 


ACCREDITED INVESTOR FORM

NATIONAL INSTRUMENT 45-106

The purpose of this Questionnaire is to assure Orca
International Language Schools Inc. (the “Issuer”) that the undersigned (the
“Subscriber”) will meet certain requirements for the registration and prospectus
exemptions provided for under National Instrument 45-106 (“NI 45-106”), as
adopted by members of the Canadian Securities Administrators, in respect of a
proposed private placement of securities by the Issuer (the “Transaction”). The
Issuer will rely on the information contained in this Questionnaire for the
purposes of such determination.

The undersigned Subscriber covenants, represents and warrants
to the Issuer that:

	 	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the Transaction and the Subscriber is able to bear the
      economic risk of loss arising from such Transaction;

	 	 	 
	 	2. 	
      the Subscriber satisfies one or more of the categories of
      “accredited investor” (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):




	 	[ ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada);

	 	 	 
	 	[ ] 	
      (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act (Canada);

	 	 	 
	 	[ ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary;

	 	 	 
	 	[ ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in 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);

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

	 	 	 
	 	[ ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;

	 	 	 
	 	[ ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l’ile de Montreal or an intermunicipal management board
      in Québec;

	 	 	 
	 	[ ] 	
      (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof;

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

	 	 	 
	 	[ ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds
CDN$1,000,000;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 14 pages
  



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

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

	 	 	 
	 	[ ] 	
      (m) a person, other than a person or investment fund,
      that had net assets of at least CDN$5,000,000 as reflected on its most
      recently prepared financial statements;

	 	 	 
	 	[ ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;

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

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

	 	 	 
	 	[ ] 	
      (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund;

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

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

	 	 	 
	 	[ ] 	
      (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors.

	 	 	 
	 	[ ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or

	 	 	 
	 	[ ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;



The Subscriber acknowledges and agrees that the Subscriber may
be required by the Issuer to provide such additional documentation as may be
reasonably required by the Issuer and its legal counsel in determining the
Subscriber’s eligibility to acquire the Shares under relevant Legislation.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 14 pages
  


     IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the ________day of
__________________, 2008.

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	Print or Type Name of Entity 	 	Signature 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	Type of Entity 	 	  







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 14 pages 


FAMILY, FRIENDS AND BUSINESS ASSOCIATES QUESTIONNAIRE


NATIONAL INSTRUMENT 45-106

The purpose of this Questionnaire is to assure Orca
International Language Schools Inc. (the “Issuer”) that the undersigned (the
“Subscriber”) will meet certain requirements for the registration and prospectus
exemptions provided for under National Instrument 45-106 (“NI 45-106”), as
adopted by members of the Canadian Securities Administrators, in respect of a
proposed private placement of securities by the Issuer (the “Transaction”). The
Issuer will rely on the information contained in this Questionnaire for the
purposes of such determination.

If the Subscriber is not purchasing more than $150,000 in value
of securities and is not an Accredited Investor, he or she is to check one or
more of the following boxes, as appropriate:


	(A) 	
      a director, officer, employee or control person of the
      Issuer
	 [ ]
	 	 	 
	(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, senior officer or control person of the Issuer
	 [ ]
	 	 	 
	(C) 	
      a close personal friend of a director, senior officer or
      control person of the Issuer
	 [ ]
	 	 	 
	(D) 	
      a close business associate of a director, senior officer
      or control person of the Issuer
	 [ ]



	If the Subscriber ticked boxes A-D above, name of director,
      officer or employee of the Issuer with whom the 
	Subscriber has a relationship: 
	 



	 	 
	 	 
	Signature 	 
	 	 
	Print or Type Name of Entity or Individual
	 


Date: _______________________, 2008





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 14 pages




	TERMS 
	 
	Reference date of this Subscription Agreement
    	October ____, 2008 (the “Agreement Date”)
    
		  	  
	 	 	 
	  The Offering 
	  
	The Issuer 	Orca International Language Schools Inc. (the “Issuer”)
    
	 	 
	
      Offering 
	
      The offering consists of up to 1,500,000 common shares
      (“Shares”). 

	
       
	
       

	
      Purchased Securities 
	
      The “Purchased Securities” under this Subscription
      Agreement are common shares of the Issuer. 

	
       
	
       

	
      Total amount 
	
      Up to $150,000. 

	
       
	
       

	
      Price 
	
      $0.10 per Share 

	
       
	
       

	
      Warrants 
	
      There are no warrants issued with the Shares. 

	
      
	
       
	
      

	
      Selling Jurisdictions 
	
      The Shares may be sold in the Province of British
      Columbia, Canada and in other jurisdictions where they may be lawfully
      sold (the “Selling Jurisdictions”). 

	
      
	 
	
      Exemptions 
	
      The offering will be made in accordance with the
      following exemptions  from the prospectus
      requirements:  

		
        

	
      
	
      (a) 
	
      the “accredited investor” exemption (section 2.3 of
      National  Instrument 45-106);   

		
       

	
      
	
      (b) 
	
      the “Friends and Family” exemption (section 2.5 of
      National  Instrument 45-106);   

		
       

	
      
	
      (c) 
	
      the “$150,000 purchaser” exemption (section 2.10 of
      National Instrument 45-106);  

		
       

	
      
	
      (d) 
	
      the British Columbia “exempt purchaser” exemption
      (section 74(2)(3) of the Securities Act (British Columbia);
      and  

	
      
	
      
	
       

	
      
	(e) 
	
      such other exemptions as may be available under
      applicable exemptions.  

	
      
	
      
	
       

	
      Resale restrictions and legends 
	
      The Purchased Securities will be subject to an indefinite
      hold period that starts to run on Closing. 

	
       
	
      

		
      The Purchaser acknowledges that the certificates
      representing the Purchased Securities will bear the legends required under
      U.S. Securities Laws and BC Instrument 51-509. 

	
       
	
        

		
      Purchasers are advised to consult with their own legal
      counsel or advisors to determine the resale restrictions that may be
      applicable to them. 

	
       
	
       

	
      Closing Date 
	
      The completion of the sale and purchase of the Units will
      take place in one or more closings, on a date or dates as agreed to by the
      Issuer and the Placee. Payment for, and delivery of the Units, is
      scheduled to occur on or 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 14 pages
  



		
      before November 30, 2008 or such later date as may be
      agreed upon by the Issuer and the Placee (the “Closing Date”). 

	  	
       
	
       

	Additional definitions 	
      In the Subscription Agreement, the following words have
      the following meanings unless otherwise indicated: 

	  	
       
	
       

		
      (a) 
	
      “Purchased Securities” means the Shares purchased under
      this Subscription Agreement; and 

	  	
       
	
       

	  	
      (b) 
	
      “Securities” means the Shares; 

	  	
       
	
       

	  The Issuer 
	  	
       
	
       

	Jurisdiction of organization 	
      The Issuer is incorporated under the laws of British
      Columbia. 

	  	
       
	
       

	Stock exchange listings 	
      The common shares of the Issuer are quote for trading on
      the Over the Counter Bulletin Board. 

	  	
       
	
       

	“Securities Legislation Applicable
      to the Issuer” 	
      The “Securities Legislation Applicable to the Issuer” are
      the Securities Act (British Columbia) and the Securities Act of
      1933 of the United States the “Commission with Jurisdiction over the
      Issuer” are the British Columbia Securities Commission and the Securities
      and Exchange Commission of the United States. 



End of Terms





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 14 pages
  


PROVISIONS APPLICABLE TO A PURCHASER RESIDENT 
IN BRITISH
COLUMBIA

IMPORTANT NOTE: the following provisions are applicable ONLY
if the Purchaser is resident in British Columbia.

Additional definitions

In the following provisions applicable to a purchaser resident
in British Columbia and the Subscription Agreement (including the first (cover)
page and all of the appendices), the following words have the following meanings
unless otherwise indicated:

	 	(a) 	
      “Accredited Investor” means a person who falls into one
      of the categories set out in the “Accredited Investor Form” that starts on
      page 2;

	 	 	 
	 	(b) 	
      “Applicable Legislation” includes the Securities Act
      (British Columbia);

	 	 	 
	 	(c) 	
      “Commissions” includes the British Columbia Securities
      Commission; and

	 	 	 
	 	(d) 	
      “Securities Act (British Columbia)” means the
      Securities Act, R.S.B.C. 1996, c. 418, as
amended.



In the following provisions, a person is “Deemed to be Acting
as a Principal” if the person is duly authorized to enter into this subscription
and to execute all documentation in connection with the purchase on behalf of
each beneficial purchaser; is purchasing the Purchased Securities as an agent or
trustee for accounts that are fully managed by it and is:

	 	(a) 	
      a trust company or insurance company that has been
      authorized to do business under the Financial Institutions Act
      (British Columbia); or

	 	 	 
	 	(b) 	
      an adviser who manages the investment portfolio of
      clients through discretionary authority granted by one or more clients and
      who is registered as a portfolio manager under the Securities Act
      (British Columbia) or is exempt from such
  registration.



In the case of any Purchaser who is Deemed to be Acting as a
Principal, the Purchaser acknowledges that the Issuer may in the future be
required by law to disclose on a confidential basis to securities regulatory
authorities the identity of each beneficial purchaser of Purchased Securities
for whom the Purchaser may be acting.

Applicable exemptions

IN ADDITION to the representations and warranties in the
General Provisions (on pages 10 to 14), the Purchaser represents and warrants to
the Issuer that, as at the Agreement Date and at the Closing, the Purchaser
satisfies one or more of the following categories:

	 	(a) 	
      “accredited investor” (s. 2.3, National Instrument
      45-106): the Purchaser is an Accredited Investor and it is purchasing
      the Purchased Securities as principal;

	 	 	 	 
	 	(b) 	
      “family, friends and business associates” (s.
      2.5, National Instrument 45-106): the Purchaser is purchasing the
      Purchased Securities as principal and is:

	 	 	 	 
	 		(1) 	
      a director, executive officer or control person of the
      Issuer, or of an affiliate of the Issuer,

	 	 	 	 
	 		(2) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer or control person of the Issuer, or of an
      affiliate of the Issuer,

	 	 	 	 
	 		(3) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer or control person of the Issuer or
      of an affiliate of the Issuer,








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 14 pages
  



	 	(4) 	
      a close personal friend of a director, executive officer
      or control person of the Issuer, or of an affiliate of the
  Issuer,

	 	 	 
	 	(5) 	
      a close business associate of a director, executive
      officer or control person of the Issuer, or of an affiliate of the
      Issuer,

	 	 	 
	 	(6) 	
      a founder of the Issuer or a spouse, parent, grandparent,
      brother, sister, child, close personal friend or close business associate
      of a founder of the Issuer,

	 	 	 
	 	(7) 	
      a parent, grandparent, brother, sister or child of a
      spouse of a founder of the Issuer,

	 	 	 
	 	(8) 	
      a person of which a majority of the voting securities are
      beneficially owned by, or a majority of the directors are, persons
      described in paragraphs (1) to (7) above, or

	 	 	 
	 	(9) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      (1) to (7); or




	 	(b) 	
      “$150,000 purchaser” (s. 2.10 of National Instrument
      45-106): the Purchaser is purchasing sufficient Purchased Securities
      so that the aggregate acquisition cost of the Purchased Securities to the
      Purchaser is not less than $150,000, the Purchaser is not a corporation,
      partnership, trust, fund, association, or any other organized group of
      persons created solely, or used primarily, to permit the purchase of the
      Purchased Securities (or other similar purchases) to purchase or hold the
      Purchased Securities in reliance on this exemption from the dealer
      registration requirements or prospectus requirements, and the Purchaser is
      either:




	 	(i) 	
      purchasing the Purchased Securities as principal and no
      other person, corporation, firm or other organization will have a
      beneficial interest in the Purchased Securities; or

	 	 	 
	 	(ii) 	
      if not purchasing the Purchased Securities as principal,
      is Deemed to be Acting as a Principal and the aggregate acquisition cost
      of the Purchased Securities purchased for all the accounts managed by it
      is not less than $150,000; or




	 	(c) 	
      “exempt purchaser” (s. 74(2)(3), Securities
      Act (British Columbia)): the Purchaser is purchasing as
      principal, is not an individual and is designated as an exempt purchaser
      in an order made by the Executive Director of the British Columbia
      Securities Commission.








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 14 pages
  


GENERAL PROVISIONS

1. DEFINITIONS

1.1 In the Subscription Agreement (including the first (cover)
page, the Terms on pages 6 to 7, the General Provisions on pages 10 to 14 and
the other schedules and appendices incorporated by reference), the following
words have the following meanings unless otherwise indicated:

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

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities Legislation
      Applicable to the Issuer (as defined on page 7) and all legislation
      incorporated in the definition of this term in other parts of the
      Subscription Agreement, together with the regulations and rules made and
      promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and purchase
      of the Purchased Securities;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning assigned in the
    Terms;

	 	 	 
	 	(e) 	
      “Closing Year” means the calendar year in which the
      Closing takes place;

	 	 	 
	 	(f) 	
      “Commissions” means the Commissions with Jurisdiction
      over the Issuer (as defined on page 7) and the securities commissions
      incorporated in the definition of this term in other parts of the
      Subscription Agreement;

	 	 	 
	 	(g) 	
      “Exchange” has the meaning assigned in the
  Terms;

	 	 	 
	 	(h) 	
      “Final Closing” means the last closing under the Private
      Placement;

	 	 	 
	 	(i) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on pages
      10 to 14;

	 	 	 
	 	(j) 	
      “Private Placement” means the offering of the
      Flow-Through Units and the Non-Flow-Through Units on the terms and
      conditions of the Agency Agreement and this Subscription
  Agreement;

	 	 	 
	 	(k) 	
      “Property” has the meaning set forth in recital B
      above;

	 	 	 
	 	(l) 	
      “Purchased Securities” has the meaning assigned in the
      Terms;

	 	 	 
	 	(m) 	
      “Qualifying Expenses” has the meaning set forth in
      recital E above;

	 	 	 
	 	(n) 	
      “Regulatory Authorities” means the Commissions and the
      Exchange;

	 	 	 
	 	(o) 	
      “Securities” has the meaning assigned in the
  Terms;

	 	 	 
	 	(p) 	
      “Subscription Agreement” means the first (cover) page,
      the Terms on pages 6 to 7, the General Provisions on pages 10 to 14 and
      the other schedules and appendices incorporated by reference;

	 	 	 
	 	(q) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 6 to 7;

	 	 	 
	 	(r) 	
      “Warrants” means the non-transferable share purchase
      warrants forming part of the Units; and

	 	 	 
	 	(s) 	
      “Warrant Shares” means the common shares of the Issuer to
      be issued on exercise of the Warrants, which warrant shares are or are to
      be listed on the Exchange.








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 11 of 14 pages
  


1.2 In the Subscription Agreement, the following terms have the
meanings defined in Regulation S: “Directed Selling Efforts”, “Foreign Issuer”,
“Substantial U.S. Market Interest”, “U.S. Person” and “United States”.

1.3 In the Subscription Agreement, unless otherwise specified,
currencies are indicated in Canadian dollars.

1.4 In the Subscription Agreement, other words and phrases that
are capitalized have the meanings assigned to them in the body hereof.

2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF
PURCHASER

2.1 Acknowledgements concerning offering

The Purchaser acknowledges that:

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

	 	 	 	 
	 	(b) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 	 
	 	(c) 	
      there are risks associated with the purchase of the
      Securities;

	 	 	 	 
	 	(d) 	
      there are restrictions on the Purchaser’s ability to
      resell the Securities and it is the responsibility of the Purchaser to
      find out what those restrictions are and to comply with them before
      selling the Securities;

	 	 	 	 
	 	(e) 	
      the Issuer has advised the Purchaser that the Issuer is
      relying on an exemption from the requirements to provide the Purchaser
      with a prospectus and to sell securities through a person registered to
      sell securities under the Applicable Legislation and, as a consequence of
      acquiring securities pursuant to this exemption, certain protections,
      rights and remedies provided by the Applicable Legislation, including
      statutory rights of rescission or damages, will not be available to the
      Purchaser;

	 	 	 	 
	 	(f) 	
      no prospectus has been filed by the Issuer with the
      Commissions in connection with the issuance of the Purchased Securities,
      the issuance is exempted from the prospectus and registration requirements
      of the Applicable Legislation and:

	 	 	 	 
	 		(i) 	
      the Purchaser is restricted from using most of the civil
      remedies available under the Applicable Legislation;

	 	 	 	 
	 		(ii) 	
      the Purchaser may not receive information that would
      otherwise be required to be provided to the Purchaser under the Applicable
      Legislation; and

	 	 	 	 
	 		(iii) 	
      the Issuer is relieved from certain obligations that
      would otherwise apply under the Applicable Legislation;

	 	 	 	 
	 	(g) 	
      the Purchaser acknowledges that the Securities have not
      been registered under the 1933 Act and may not be offered or sold in the
      United States unless registered under the 1933 Act and the securities laws
      of all applicable states of the United States or an exemption from such
      registration requirements is available, and that the Issuer has no
      obligation or present intention of filing a registration statement under
      the 1933 Act in respect of the Purchased Securities or any of the
      Securities;



2.2 Representations by all purchasers

The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing:





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	 	(a) 	
      to the best of the Purchaser’s knowledge, the Securities
      were not advertised;

	 	 	 	 
	 	(b) 	
      no person has made to the Purchaser any written or oral
      representations:

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

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of the
      Purchased 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 a stock exchange or that application has been made to list and
      post any of the Securities for trading on any stock exchange, other
      than the Shares and Warrant Shares on the Exchange;

	 	 	 	 
	 	(c) 	
      this subscription has not been solicited in any other
      manner contrary to the Applicable Legislation or the 1933 Act;

	 	 	 	 
	 	(d) 	
      the Purchaser (or others for whom it is contracting
      hereunder) has been advised to consult its own legal and tax advisors with
      respect to applicable resale restrictions and tax considerations, and it
      (or others for whom it is contracting hereunder) is solely responsible for
      compliance with applicable resale restrictions and applicable tax
      legislation;

	 	 	 	 
	 	(e) 	
      the Purchaser has no knowledge of a “material fact” or
      “material change” (as those terms are defined in the Applicable
      Legislation) in the affairs of the Issuer that has not been generally
      disclosed to the public, except knowledge of this particular
      transaction;

	 	 	 	 
	 	(f) 	
      the offer made by this subscription is irrevocable
      (subject to the Purchaser’s right to withdraw the subscription and to
      terminate the obligations as set out in this Subscription Agreement) and
      requires acceptance by the Issuer and approval of the Exchange;

	 	 	 	 
	 	(g) 	
      the Purchaser has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant to the Subscription Agreement and, if the Purchaser 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 given to authorize execution
      of this Subscription Agreement on behalf of the Purchaser;

	 	 	 	 
	 	(h) 	
      the offer was not made to the Purchaser when the
      Purchaser was in the United States;

	 	 	 	 
	 	(i) 	
      the Purchaser is not a U.S. Person;

	 	 	 	 
	 	(j) 	
      the Purchaser is not and will not be purchasing Purchased
      Securities for the account or benefit of any U.S. Person;

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

	 	 	 	 
	 	(l) 	
      this Subscription Agreement has been duly executed and
      delivered by the Purchaser and constitutes a legal, valid and binding
      agreement of the Purchaser enforceable against the Purchaser;

	 	 	 	 
	 	(m) 	
      the Purchaser has been independently advised as to the
      applicable hold period imposed in respect of the Securities by securities
      legislation in the jurisdiction in which the Purchaser resides and
      confirms that no representation has been made respecting the applicable
      hold periods for the Securities and is aware of the risks and other
      characteristics of the Securities and of the fact
that








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      schedules and forms) 	Page 13 of 14 pages
  



	 		
      the Purchaser may not be able to resell the Securities
      except in accordance with the applicable securities legislation and
      regulatory policies;

	 	 	 
	 	(n) 	
      the Purchaser is capable of assessing the proposed
      investment as a result of the Purchaser’s financial and business
      experience or as a result of advice received from a registered person
      other than the Issuer or any affiliates of the Issuer; and

	 	 	 
	 	(o) 	
      if required by applicable securities legislation, policy
      or order or by any securities commission, stock exchange or other
      regulatory authority, the Purchaser will execute, deliver, file and
      otherwise assist the Issuer in filing, such reports, undertakings and
      other documents with respect to the issue of the Securities as may be
      required.



2.3 Reliance, indemnity and notification of changes

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 6 to 7, the
General Provisions on pages 10 to 14 and the other schedules and appendices
incorporated by reference) are made by the Purchaser with the intent that they
be relied upon by the Issuer in determining its suitability as a purchaser of
Purchased Securities, and the Purchaser hereby agrees to indemnify the Issuer
against all losses, claims, costs, expenses and damages or liabilities which any
of them may suffer or incur as a result of reliance thereon. The Purchaser
undertakes to notify the Issuer immediately of any change in any representation,
warranty or other information relating to the Purchaser set forth in the
Subscription Agreement (including the first (cover) page, the Terms on pages 6
to 7, the General Provisions on pages 10 to 14 and the other schedules and
appendices incorporated by reference) which takes place prior to the
Closing.

2.4 Survival of representations and warranties

The representations and warranties contained in this Section
will survive the Closing.

3. WITHDRAWAL OF SUBSCRIPTION

The Purchaser reserves the right to withdraw this subscription
and to terminate its obligations hereunder at any time before Closing.

4. ISSUER’S ACCEPTANCE

The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Units which will not
be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the Purchaser, the Subscription Agreement will be entered into
on the date of such execution by the Issuer.

5. CLOSING

5.1 The Purchaser acknowledges that, although Purchased
Securities may be issued to other purchasers under the Private Placement
concurrently with the Closing, there may be other sales of Purchased Securities
under the Private Placement, some or all of which may close before or after the
Closing. The Purchaser further acknowledges that there is a risk that
insufficient funds may be raised on the Closing to fund the Issuer’s objectives
and that further closings may not take place after the Closing.

5.2 On or before the end of the fifth business day before the
Closing Date, the Purchaser will deliver to the Issuer the Subscription
Agreement and all applicable schedules and required forms, duly executed, and
payment in full for the total price of the Purchased Securities to be purchased
by the Purchaser.

5.3 At Closing, the Issuer will deliver to the Placee the
certificates representing the Purchased Securities purchased by the Purchaser
registered in the name of the Purchaser or its nominee.





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      schedules and forms) 	Page 14 of 14 pages
  


6. MISCELLANEOUS

6.1 The Purchaser agrees to sell, assign or transfer the
Securities only in accordance with the requirements of applicable securities
laws and any legends placed on the Securities as contemplated by the
Subscription Agreement.

6.2 The Purchaser hereby authorizes the Issuer to correct any
minor errors in, or complete any minor information missing from any part of the
Subscription Agreement and any other schedules, forms, certificates or documents
executed by the Purchaser and delivered to the Issuer in connection with the
Private Placement.

6.3 The Issuer may rely on delivery by fax machine of an
executed copy of this subscription, and acceptance by the Issuer of such faxed
copy will be equally effective to create a valid and binding agreement between
the Purchaser and the Issuer in accordance with the terms of the Subscription
Agreement.

6.4 Without limitation, this subscription and the transactions
contemplated by this Subscription Agreement are conditional upon and subject to
the Issuer’s having obtained such regulatory approval of this subscription and
the transactions contemplated by this Subscription Agreement as the Issuer
consider necessary.

6.5 This Subscription Agreement is not assignable or
transferable by the parties hereto without the express written consent of the
other party to this Subscription Agreement.

6.6 Time is of the essence of this Subscription Agreement and
will be calculated in accordance with the provisions of the Interpretation
Act (British Columbia).

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

6.8 The parties to this Subscription Agreement may amend this
Subscription Agreement only in writing.

6.9 This Subscription Agreement enures to the benefit of and is
binding upon the parties to this Subscription Agreement and their successors and
permitted assigns.

6.10 A party to this Subscription Agreement will give all
notices to or other written communications with the other party to this
Subscription Agreement concerning this Subscription Agreement by hand or by
registered mail addressed to the address given on page 1.

6.11 This Subscription Agreement is to be read with all changes
in gender or number as required by the context.

6.12 This Subscription Agreement will be governed by and
construed in accordance with the internal laws of British Columbia (without
reference to its rules governing the choice or conflict of laws), and the
parties hereto irrevocably attorn and submit to the exclusive jurisdiction of
the courts of British Columbia with respect to any dispute related to this
Subscription Agreement.

End of General Provisions

End of Subscription Agreement