Filed by sedaredgar.com - Stockhouse Inc. - Exhibit 10.18






Exhibit 10.18 

DEBENTURE PURCHASE AGREEMENT 

THE SECURED DEBENTURES (THE “DEBENTURES”) TO WHICH THIS
AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”) AFFORDED BY RULE 506 OF REGULATION D AND/OR REGULATION
S. REGULATION S PROHIBITS HEDGING ACTIVITIES IN RESPECT OF THE SECURITIES DURING
THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S). IN ADDITION,
THE DEBENTURES TO WHICH THIS AGREEMENT RELATES WILL BE ISSUED PURSUANT TO A
REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE
BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF
DISTRIBUTION. 

THE DEBENTURES HAVE NOT BEEN REGISTERED UNDER APPLICABLE
CANADIAN SECURITIES LAW (THE “APPLICABLE CANADIAN SECURITIES LAWS”) IN ANY
PROVINCE OF CANADA AND ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM THE
PROSPECTUS FILING REQUIREMENTS UNDER THE APPLICABLE CANADIAN SECURITIES LAWS.
SUCH SECURITIES ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN ANY
PROVINCE OF CANADA EXCEPT AS PERMITTED BY THE APPROPRIATE PROVINCIAL SECURITIES
ACT AND REGULATIONS MADE THEREUNDER. 

THESE DEBENTURES MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF
AN EXEMPTION FROM SUCH REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER,
PLEDGE OR HYPOTHECATION OF SUCH SECURITIES IS TO TAKE PLACE WITHOUT THE PRIOR
WRITTEN APPROVAL OF COUNSEL TO THE COMPANY BEING AFFIXED TO SUCH SECURITY. THE
STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS OF SUCH SECURITIES
ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS. 

THIS DEBENTURE PURCHASE AGREEMENT, dated as of the date
of acceptance set forth below, is entered into by and between STOCKHOUSE
INC., a Colorado corporation, with headquarters located at Suite 500, 750
West Pender Street, Vancouver, British Columbia, Canada V6C 2T7 (the
“Company”), and each entity named on a signature page hereto (each, a
“Subscriber”) (each agreement with a Subscriber being deemed a separate
and independent agreement between the Company and such Subscriber, except that
each Subscriber acknowledges and consents to the rights granted to each other
Subscriber under such agreement and the Transaction Agreements, as defined
below, referred to therein). 




2

WHEREAS: 

	A. 	
      The Company and the Subscriber are executing and
      delivering this Agreement in accordance with and in reliance upon the
      exemption from securities registration afforded, inter alia, by Regulation
      S (“Regulation S”) and / or Rule 506 under Regulation D (“Regulation D”)
      as promulgated by the United States Securities and Exchange Commission
      (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”),
      and / or Section 4(2) of the 1933 Act, and / or Applicable Canadian
      Securities Laws; and

	 	 
	B. 	
      The Subscriber wishes to subscribe for, subject to and
      upon the terms and conditions of this Agreement, such principal amount of
      Series 02-1 18% Secured Debentures of the Company (the “Debentures”) as
      set forth below on the signature page of this Agreement, subject to
      acceptance of this Agreement by the Company;



NOW THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows: 

	1. 	
      DEFINITIONS

	 	 	 
	1.1 	
      As used herein, each of the following terms has the
      meaning set forth below, unless otherwise defined in this
  Agreement:

	 	 	 
		(a) 	
      “Accredited Investor” has the same meaning
      ascribed to that term in National Instrument 45-106;

	 	 	 
		(b) 	
      “Acts” means the Alberta Act, the B.C. Act and the
      Ontario Act, collectively;

	 	 	 
		(c) 	
      “Affiliate” means, with respect to a specific
      Person referred to in the relevant provision, another Person who or which
      controls or is controlled by or is under common control with such
      specified Person;

	 	 	 
		(d) 	
      “Alberta Act” means the Securities Act
      (Alberta), the regulations and rules made thereunder and all published
      instruments, policy statements, blanket orders, notices, directions and
      rulings issued or adopted by the Alberta Securities Commission, all as
      amended;

	 	 	 
		(e) 	
      “B.C. Act” means the Securities Act
      (British Columbia), the regulations and rules made thereunder and all
      published instruments, policy statements, blanket orders, notices,
      directions and rulings issued or adopted by the British Columbia
      Securities Commission, all as amended;

	 	 	 
		(f) 	
      “BCI 72-503” means BC Instrument 72-503
      Distributions of Securities Outside of British Columbia of the
      British Columbia Securities Commission;

	 	 	 
		(g) 	
      “Certificates” means the Debentures duly executed
      by the Company and issued on the Closing Date in the name of the
      Subscriber;







3

	 	(h) 	
      “Closing Date” means the date of the closing of
      the purchase and sale of the Debentures, as provided herein;

	 	 	 
	 	(i) 	
      “Commissions” means the provincial securities
      commissions or other regulatory authority in each of British Columbia,
      Alberta and Ontario;

	 	 	 
	 	(j) 	
      “Directed Selling Efforts” has the same meaning
      ascribed to that term in Regulation S;

	 	 	 
	 	(k) 	
      “Exemptions” means the exemptions from the
      prospectus requirements of the Acts which are outlined in Sections 2.3 and
      2.10 of National Instrument 45-106 and BCI 72-503;

	 	 	 
	 	(l) 	
      “Holder” means the Person holding the relevant
      Debentures;

	 	 	 
	 	(m) 	
      “International Jurisdiction” has the meaning
      ascribed to it in Section 3.1(f)(i);

	 	 	 
	 	(n) 	
      “Last Audited Date” means December 31,
  2007;

	 	 	 
	 	(o) 	
      “National Instrument 45-106” means National
      Instrument 45-106 Prospectus and Registration Exemptions published
      by the Canadian Securities Administrators;

	 	 	 
	 	(p) 	
      “Ontario Act” means the Securities Act
      (Ontario), the regulations and rules made thereunder and all published
      instruments, policy statements, blanket orders, notices, directions and
      rulings issued or adopted by the Ontario Securities Commission, all as
      amended;

	 	 	 
	 	(q) 	
      “Person” means an individual, a limited liability
      company, a partnership, a joint venture, a corporation, a trust, an
      unincorporated organization, any other entity and a government or any
      department or agency thereof;

	 	 	 
	 	(r) 	
      “Private Placement” means the offering of these
      Debentures;

	 	 	 
	 	(s) 	
      “Public Documents” means all documents that the
      Company is required to file with the SEC on EDGAR (Electronic Data
      Gathering, Analysis and Retrieval) and with the Commissions on SEDAR
      (System for Electronic Document Analysis and Retrieval);

	 	 	 
	 	(t) 	
      “Regulatory Authorities” means the Commissions,
      the TSX Venture Exchange and the securities regulatory authorities in an
      International Jurisdiction;

	 	 	 
	 	(u) 	
      “Security Agreement” means the General Security
      Agreement among the Company’s wholly-owned subsidiary, Stockgroup Media
      Inc. and the Secured Parties (as defined therein), dated as of October
      <>, 2008;







4

	 	(v) 	
      “Transaction Agreements” means the Debenture
      Purchase Agreement, the Debentures and the Security Agreement and includes
      all ancillary documents referred to in those agreements;

	 	 	 
	 	(w) 	
      “U.S. Accredited Investor” means an “accredited
      investor” as defined in Rule 501(a) under the 1933 Act; and

	 	 	 
	 	(x) 	
      “U.S. Person” has the meaning ascribed to it in
      Regulation S. Without limiting the foregoing, but for greater clarity in
      this Agreement, a U.S. Person includes, subject to the exclusions set
      forth in Regulation S, (i) any natural person resident in the United
      States, (ii) any partnership or corporation organized or incorporated
      under the laws of the United States, (iii) any estate or trust of which
      any executor, administrator or trustee is a U.S. Person, (iv) any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States, and (v) any partnership or
      corporation organized or incorporated under the laws of any non-U.S.
      jurisdiction which is formed by a U.S. Person principally for the purpose
      of investing in securities not registered under the 1933 Act, unless it is
      organized or incorporated, and owned, by U.S. Accredited Investors who are
      not natural persons, estates or trusts.




	2. 	
      THE DEBENTURES




	2.1 	
      Agreement to Purchase and Purchase Price

	 	 	 
		(a) 	
      Subject to the terms and conditions of this Agreement and
      the Transaction Agreements, the undersigned hereby agrees to subscribe for
      the principal amount of Debentures as is set forth on the signature page
      of this Agreement (the “Purchase Price”), out of the aggregate
      amount being subscribed for by all Subscribers of US$1,800,000, or such
      lesser aggregate amount as the Company shall accept in its sole
      discretion, to a maximum of $1,800,000. The obligation to repay the
      Debentures shall be evidenced by the Company’s issuance of one or more
      Debentures to the Subscriber in the amount of the Purchase Price and shall
      be secured by the Security Agreement as more fully described in Section
      2.4 herein. Each Debenture shall have the terms and conditions as set out
      in, and be substantially in the form attached hereto as Annex I.
      The subscription to be made by the Subscriber and the issuance of the
      Debentures to the Subscriber are sometimes referred to herein and in the
      Transaction Agreements as the purchase and sale of the
  Debentures.

	 	 	 
		(b) 	
      The Purchase Price shall be equal to the face amount of
      the Debentures being purchased on the Closing Date and shall be payable in
      United States or Canadian Dollars.

	 	 	 
		(c) 	
      The Company promises to pay to the Subscriber the
      principal sum received pursuant to this Debenture Purchase Agreement on
      October 31, 2009 (the “Maturity Date”) and to pay interest on the
      principal sum outstanding from time







5

to time in arrears at the rate of 18%
per annum, accruing from the date of initial issuance of the Debentures (the
“Issue Date”), on the date (each, an “Interest Payment Date”)
which is the earlier of the fourth calendar day of January, April, July and
October of each calendar year. Accrual of interest shall commence on the first
such business day to occur after the Issue Date and shall continue to accrue on
a daily basis until payment in full of the principal sum has been made or duly
provided for. Subject to the provisions of Section 2.2 below (the terms of which
shall govern as if this sentence were not included in this Debenture), interest
on this Debenture is payable, at the option of the Company, in such coin or
currency of the United States of America or Canadian dollars as at the time of
payment is legal tender for payment of public and private debts, at the address
last appearing on the Debenture Register of the Company as designated in writing
by the Holder from time to time. Interest payments will be made in the same
currency the Debenture is issued. 

	2.2 	
      Interest. Each Holder is entitled to receive
      interest at an annual rate of 18%, calculated monthly and paid quarterly.
      Upon issuance, each Holder must choose one of the two Methods listed
      below. The Method to be used for each Subscriber must be chosen at the
      time this Agreement is signed, and cannot be changed once
  chosen.




		Method 1: 	
      All quarterly interest payments to be received in cash on
      each Interest Payment Date. 

	 	  	
       

		Method 2: 	
      All quarterly interest payments to be re-invested and
      added to the Subscriber’s original principal investment. If this option is
      chosen, the Debenture produced at the Closing Date will have a face value
      equal to the sum of the principal amount invested and all interest amounts
      to be earned over the life of the Debenture. For example, if the
      Subscriber purchases a $100,000 Debenture and chooses method 2, then the
      face amount of the Debenture will be $118,000 ($100,000 plus the 18%
      interest per annum calculated monthly over 12 months).





	2.3 	
      Early Redemption. The Company may, at its sole
      option, redeem all or any portion of the Debentures, and any accrued
      interest payable thereon, at any time from April 30, 2009 until the
      Maturity Date in accordance with the terms and conditions set forth in the
      Debenture.

	 	 
	2.4 	
      Security. The obligations of the Company under
      this Debenture are secured by all assets of the Company’s wholly-owned
      subsidiary, Stockgroup Media Inc., a British Columbia company, pursuant to
      the Security Agreement dated as of October <>, 2008, among
      Stockgroup Media Inc. and the Secured Parties (as defined
  therein).

	 	 
	2.5 	
      Use of Proceeds. The Company will use the proceeds
      from the sale of the Debentures (excluding amounts paid by the Company for
      legal fees in connection with the sale of the Debentures) for internal
      working capital purposes.







6

	2.6 	
      Closing Date.

	 	 	 
		(a) 	
      The Closing Date shall occur on the first practicable
      trading day (other than a bank holiday) after each of the conditions
      contemplated by Sections 5 and 6 hereof shall have either been satisfied
      or been waived by the party in whose favor such conditions run.

	 	 	 
		(b) 	
      The closing of the purchase and sale of the Debentures
      shall occur on the Closing Date at the offices of the Company and shall
      take place no later than 3:00 P.M., Pacific Standard time, on such day or
      such other time as is mutually agreed upon by the Company and the
      Subscriber.

	 	 	 
	2.7 	
      Form of Payment; Delivery of
  Certificates.

	 	 	 
		(a) 	
      The Subscriber shall pay the Purchase Price for the
      Debentures by delivering immediately available good funds in United States
      or Canadian Dollars to the Company no later than the date prior to the
      Closing Date.

	 	 	 
		(b) 	
      No later than the Closing Date, but in any event promptly
      following payment by the Subscriber to the Company of the Purchase Price,
      the Company shall deliver the Debentures, each duly executed on behalf of
      the Company and issued in the name of the Subscriber, to the
      Subscriber.

	 	 	 
	2.8 	
      Method of Payment.

	 	 	 
		
      Payment of the Purchase Price shall be made by wire
      transfer of funds to:



CIBC
400 Burrard St. 
Vancouver,
B.C. 

ABA#<> 
For credit to the
account of STOCKHOUSE INC. 
Account No.: <> 
Re:   
 Stockhouse Debentures. 

Not later than 5:00 p.m., Pacific
Standard time, on the date which is two (2) business days after both the
Subscriber and the Company shall have accepted this Agreement, the Subscriber
shall deposit with the Company the Purchase Price in immediately available
funds. Time is of the essence with respect to such payment, and failure by the
Subscriber to make such payment, shall allow the Company to cancel this
Agreement. 

	3. 	
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      SUBSCRIBER




	3.1 	
      The Subscriber acknowledges, represents, warrants and
      covenants to and with the Company that, as at the date given above and at
      the Closing Date:







7

	 	(a) 	
      no prospectus has been filed by the Company with any of
      the Commissions in connection with the issuance of the Debentures, such
      issuance is exempted from the prospectus requirements of the Applicable
      Canadian Securities Laws and that:

	 	 	 	 
	 		(i) 	
      the Subscriber is restricted from using most of the civil
      remedies available under the Applicable Canadian Securities
Laws;

	 	 	 	 
	 		(ii) 	
      the Subscriber may not receive information that would
      otherwise be required to be provided to it under the Applicable Canadian
      Securities Laws; and

	 	 	 	 
	 		(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under the Applicable Canadian Securities
  Laws;

	 	 	 	 
	 	(b) 	
      the Subscriber certifies that it is resident in the
      jurisdiction(s) set out under “Address of the Subscriber” on the signature
      page of this Agreement which address is the residence or principal place
      of business of the Subscriber as the case may be, and that such address
      was not obtained or used solely for the purpose of acquiring the
      Subscriber’s Debentures;

	 	 	 	 
	 	(c) 	
      the Subscriber is purchasing the Subscriber’s Debentures
      as principal for its own account and not for the benefit of any other
      Person or is deemed under the Acts to be purchasing the Subscriber’s
      Debentures as principal, and in either case is purchasing the Subscriber’s
      Debentures for investment only and not with a view to the resale or
      distribution of all or any of the Subscriber’s Debentures;

	 	 	 	 
	 	(d) 	
      the Subscriber, if not a resident of Canada, certifies
      that it is not resident in Canada and acknowledges that:

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

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

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

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

	 	 	 	 
	 		(v) 	
      the Company has advised the Subscriber that the Company
      is relying on an Exemption from the requirements to provide the Subscriber
      with a prospectus and to sell securities through a Person registered to
      sell securities under the B.C. Act and, as a consequence of acquiring
      Debentures pursuant to such Exemption, certain protections, rights and
      remedies provided by the B.C. Act, including statutory rights of
      rescission or damages, will not be available to the
  Subscriber;







8

	 	(e) 	
      if the Subscriber is resident in Canada, the
      Subscriber:

	 	 	 	 	 
	 		(i) 	
      is an Accredited Investor, by virtue of the fact that the
      Subscriber falls within one or more of the sub-paragraphs of the
      definition of Accredited Investor set out in Exhibit B, (the
      Subscriber having checked the sub- paragraph(s) applicable to the
      Subscriber), and the Subscriber has not been created and is not being used
      solely to purchase or hold the Debentures as an Accredited Investor as
      described in subparagraph (m) of Exhibit B; or

	 	 	 	 	 
	 		(ii) 	
      is purchasing sufficient Debentures so that the aggregate
      acquisition cost of the Subscriber’s Debentures to the Subscriber is not
      less than $150,000 paid in cash at the time of the issuance of the
      Debentures, and the Subscriber was not created and is not being used
      solely to purchase or hold the Subscriber’s Debentures in reliance on the
      prospectus exemption set out in Section 2.10 of National Instrument
      45-106; or

	 	 	 	 	 
	 	(f) 	
      if the Subscriber is resident outside of Canada and the
      United States, the Subscriber:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to the applicable securities laws of the securities regulatory authorities
      (the “Authorities”) having application in the jurisdiction in which the
      Subscriber is resident (the “International Jurisdiction”) which would
      apply to the acquisition of the Subscriber’s Debentures, if any;

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Subscriber’s Debentures pursuant to
      exemptions from the prospectus and registration requirements under the
      applicable securities laws of the Authorities in the International
      Jurisdiction or, if such is not applicable, the Subscriber is permitted to
      purchase the Subscriber’s Debentures under the applicable securities laws
      of the Authorities in the International Jurisdiction without the need to
      rely on any exemption;

	 	 	 	 	 
	 		(iii) 	
      confirms 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 nature whatsoever from
      any Authority of any kind whatsoever in the International Jurisdiction in
      connection with the issue and sale or resale of the Subscriber’s
      Debentures; and

	 	 	 	 	 
	 		(iv) 	
      confirms that the purchase of the Subscriber’s Debentures
      by the Subscriber does not trigger:

	 	 	 	 	 
	 			(A) 	
      an obligation to prepare and file a registration
      statement, prospectus or similar document, or any other report with
      respect to such purchase in the International Jurisdiction; or

	 	 	 	 	 
	 			(B) 	
      continuous disclosure reporting obligations of the
      Company in the International Jurisdiction; and







9

the Subscriber will, if requested by
the Company, deliver to the Company, a certificate or opinion of local counsel
from the International Jurisdiction which confirms the matters referred to in
(ii), (iii) and (iv) above to the satisfaction of the Company, acting
reasonably, and comply with such other requirements as the Company may
reasonably require; 

		
      (g) 
	
      (i) 
	
      unless the Subscriber has completed and delivered the
      U.S. Accredited Investor Certificate attached as Exhibit C hereto
      (in which case the Subscriber makes the representations, warranties and
      covenants therein): 




	 	(A) 	
      the Subscriber is not a U.S. Person and is not purchasing
      the Debentures for the account or benefit of, a U.S. Person or a Person in
      the United States;

	 	 	 
	 	(B) 	
      the offer to purchase the Subscriber’s Debentures was not
      made to the Subscriber in the United States;

	 	 	 
	 	(C) 	
      at the time the Subscriber’s subscription for Debentures
      was executed and delivered to the Company, the Subscriber (or the
      Subscriber’s authorized signatory, if it is an entity) was outside the
      United States;

	 	 	 
	 	(D) 	
      the current structure of this transaction and all
      transactions and activities contemplated hereunder is not a scheme to
      avoid the registration requirements of the 1933 Act;

	 	 	 
	 	(E) 	
      it undertakes and agrees that it will not offer or sell
      the Debentures in the United States unless such securities are 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 further that it will not resell the Debentures except in
      accordance with the provisions of applicable securities legislation,
      regulations, rules, policies and orders and stock exchange
rules;

	 	 	 
	 	(F) 	
      it will not engage in hedging transactions with regard to
      the Debentures unless conducted in compliance with the 1933 Act;

	 	 	 
	 	(G) 	
      it acknowledges that the Company will refuse to register
      any transfer of any of the Debentures not made in accordance with the
      provisions of Regulation S under the 1933 Act, pursuant to registration
      under the 1933 Act, or pursuant to an available exemption from
      registration under the 1933 Act;

	 	 	 
	 	(H) 	
      the Debentures have not been registered under the 1933
      Act and are “restricted securities” as defined under Rule 144 and may be
      resold only if:







10

	 	(1) 	
      the sale is to the Company;

	 	 	 
	 	(2) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S (or such
      successor rule or regulation then in effect), if available, and in
      compliance with applicable state securities laws;

	 	 	 
	 	(3) 	
      the sale is made pursuant to an exemption from the
      registration requirements under the 1933 Act provided by Rule 144
      thereunder, if available, and in accordance with any applicable state
      securities laws;

	 	 	 
	 	(4) 	
      the sale is a transaction that does not require
      registration under the 1933 Act or any applicable state securities laws,
      and it has prior to such sale furnished to the Company an opinion of
      counsel to that effect reasonably satisfactory to the Company;
or

	 	 	 
	 	(5) 	
      the sale is pursuant to an effective registration
      statement under the 1933 Act;




	 	(I) 	
      for the period under the 1933 Act when the Debentures are
      “restricted securities” as defined in Rule 144 under the 1933 Act, each
      certificate representing such security shall bear the following
    legend:




  
    
      
        
          
            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
              AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
              OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES
              MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)
              TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
              REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION
              FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY
              RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE
              STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
              REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND
              THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN
              OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
              REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE
              MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS
              ON STOCK EXCHANGES IN CANADA.

          

        

      

    

  






11


  
    
      
        
          
            THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
              ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY,
              EXCEPT AS PERMITTED BY THE 1933 ACT. 

          

        

      

    

  



	 	(J) 	
      it acknowledges that it has been advised to consult its
      own legal advisors with respect to applicable resale restrictions and that
      it is solely responsible (and the Company is not in any manner
      responsible) for complying with such
restrictions;




	 	(ii) 	
      the Subscriber acknowledges that the Debentures have not
      been registered under the 1933 Act or the securities laws of any state of
      the United States, that the Debentures may not be offered or sold,
      directly or indirectly, in the United States or to a U.S. Person except
      pursuant to registration under the 1933 Act and the securities laws of all
      applicable states or available exemptions therefrom, and the Company has
      no obligation or present intention of filing a registration statement
      under the 1933 Act in respect of any of the Debentures, and they are not
      purchasing the Debentures as a result of and have not engaged in any
      Directed Selling Efforts;

	 	 	 
	 	(iii) 	
      the Subscriber will not offer, sell or otherwise transfer
      any of the Debentures in the United States or to, or for the benefit or
      account of, a U.S. Person except pursuant to registration under the 1933
      Act and the securities laws of all applicable states or available
      exemptions therefrom; and

	 	 	 
	 	(iv) 	
      the Subscriber has not purchased the Debentures as a
      result of any form of General Solicitation or General Advertising, and the
      sale of the Debentures was not accompanied by any advertisement in printed
      media of general and regular paid circulation including printed public
      media, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio, television
      or telecommunications, including electronic display and the Internet or
      any seminar or meeting whose attendees have been invited by General
      Solicitation or General Advertising;




	 	(h) 	
      no Person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any Person will resell or repurchase any of the
      Debentures;

	 	 	 	 
	 		(ii) 	
      that any Person will refund the purchase price of any of
      the Debentures;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Debentures;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Debentures will be listed and posted for
      trading on a stock exchange or that application has been made to list and
      post any of the Debentures for trading on a stock
  exchange;







12

	 	(i) 	
      this subscription has not been solicited in any other
      manner contrary to the Applicable Canadian Securities Laws or the 1933 Act
      and the Subscriber acknowledges that the Subscriber will not receive an
      offering memorandum or other disclosure document in respect of the Company
      or the Private Placement;

	 	 	 
	 	(j) 	
      the Subscriber has no knowledge of a “material fact” or
      “material change” (as those terms are defined in the Applicable Securities
      Laws) in the affairs of the Company that has not been generally disclosed
      to the public, save knowledge of this particular transaction;

	 	 	 
	 	(k) 	
      the Subscriber’s decision to tender this offer and
      purchase the Subscriber’s Debentures has not been made as a result of any
      verbal or written representation as to fact or otherwise made by or on
      behalf of the Company or any other Person and is based entirely upon this
      Agreement and currently available public information concerning the
      Company;

	 	 	 
	 	(l) 	
      the Company will have the right to accept this
      subscription offer in whole or in part and the acceptance of this
      subscription offer will be conditional upon the sale of the Subscriber’s
      Debentures to the Subscriber being exempt from the prospectus and
      registration requirements under applicable relevant securities
      legislation;

	 	 	 
	 	(m) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if an individual is of full age of majority, 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
      given to authorize the execution of this Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(n) 	
      the entering into of this 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 Subscriber or of any agreement, written or oral, to which the
      Subscriber may be a party or by which it is or may be bound;

	 	 	 
	 	(o) 	
      this Agreement has been duly executed and delivered by
      the Subscriber and constitutes a legal, valid and binding obligation of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(p) 	
      the Subscriber has been advised to consult its own legal
      advisors with respect to the applicable hold periods imposed in respect of
      the Debentures by applicable securities legislation and regulatory
      policies and confirms that no representations by the Company have been
      made respecting the hold periods applicable to the Debentures, and the
      Subscriber is solely responsible (and the Company is not responsible) for
      compliance with the applicable resale
restrictions;







13

	 	(q) 	
      the Subscriber is aware of the risks and other
      characteristics of the Debentures and of the fact that the Subscriber may
      not be able to resell the Debentures purchased by it except in accordance
      with the applicable securities legislation and regulatory policies and
      that the Debentures may be subject to resale restrictions and may bear a
      legend to this effect;

	 	 	 
	 	(r) 	
      if required by Applicable Canadian Securities Laws,
      policy or order or by any Regulatory Authorities, the Subscriber will
      execute, deliver, file and otherwise assist the Company in filing, such
      reports, undertakings and other documents with respect to the issue of the
      Debentures as may be required;

	 	 	 
	 	(s) 	
      the Subscriber has such knowledge in financial and
      business affairs as to be capable of evaluating the merits and risks of
      its investment and is able to bear the economic risk of loss of its
      investment;

	 	 	 
	 	(t) 	
      the Subscriber has not received, nor has it requested,
      nor does it have any need to receive, any offering memorandum or any other
      document from the Company describing the business and affairs of the
      Company;

	 	 	 
	 	(u) 	
      the funds representing the aggregate subscription price
      for the Subscriber’s Debentures which will be advanced by the Subscriber
      hereunder will not represent proceeds of crime for the purposes of the
      Proceeds of Crime (Money Laundering) and Terrorist Financing Act
      (Canada) (the “Proceeds of Crime Act”) and the Subscriber
      acknowledges that the Company may in the future be required by law to
      disclose the Subscriber’s name and other information relating to this
      Agreement and the Subscriber’s subscription hereunder, on a confidential
      basis, pursuant to the Proceeds of Crime Act. To the best of its
      knowledge: (a) none of the subscription funds to be provided by the
      Subscriber (i) have been or will be derived from or related to any
      activity that is deemed criminal under the law of Canada, the United
      States of America, or any other jurisdiction, or (ii) are being tendered
      on behalf of a Person who has not been identified to the Subscriber; and
      (b) the Subscriber shall promptly notify the Company if the Subscriber
      discovers that any of such representations ceases to be true, and to
      provide the Company with appropriate information in connection
      therewith;

	 	 	 
	 	(v) 	
      the Subscriber agrees that the Company may be required by
      law or otherwise to disclose to regulatory authorities the identity of the
      Subscriber; and

	 	 	 
	 	(w) 	
      the Subscriber agrees that the above representations,
      warranties, covenants and acknowledgements in this subsection will be true
      and correct both as of the execution of this subscription and as of the
      Closing Date.




	3.2 	
      The representations, warranties, covenants and
      acknowledgements set forth herein and, if applicable, in the U.S.
      Accredited Investor Certificate attached as Exhibit C hereto are
      made by the Subscriber on its own behalf with the intent that they be
      relied upon by the Issuer in determining its suitability as a purchaser of
      the Debentures, and the Subscriber hereby agrees to indemnify the Issuer
      and its representatives, directors, officers,







14

		
      employees and agents from and 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 Subscriber undertakes to notify
      the Issuer immediately of any change in any representation, warranty or
      other information relating to the Subscriber set forth herein and, if
      applicable, in the U.S. Accredited Investor Certificate attached as
      Exhibit C hereto, which takes place prior to the Closing
    Date.

	 	 
	3.3 	
      The Company will obtain and hold the right and benefit of
      this section in trust for and on behalf of
itself.




	4. 	
      REPRESENTATIONS AND WARRANTIES OF THE
    COMPANY




	4.1 	
      The Company represents and warrants to the Subscriber as
      of the date hereof and as of the Closing Date that, except as otherwise
      provided in the Company’s Public Documents:

	 	 	 
		(a) 	
      there are no preemptive rights of any shareholder of the
      Company to acquire the Debentures. No party other than a Subscriber has a
      currently exercisable right of first refusal which would be applicable to
      any or all of the transactions contemplated by the Transaction
      Agreements;

	 	 	 
		(b) 	
      the Company is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Colorado and
      has the requisite corporate power to own its properties and to carry on
      its business as now being conducted. The Company is duly qualified as a
      foreign corporation to do business and is in good standing in each
      jurisdiction where the nature of the business conducted or property owned
      by it makes such qualification necessary, other than those jurisdictions
      in which the failure to so qualify would not have a material adverse
      effect on the business, operations or financial condition or results of
      operations of the Company and its subsidiaries taken as a whole;

	 	 	 
		(c) 	
      this Agreement and each of the other Transaction
      Agreements, and the transactions contemplated thereby, have been duly and
      validly authorized by the Company, this Agreement has been duly executed
      and delivered by the Company and this Agreement is, and the Debentures and
      each of the other Transaction Agreements, when executed and delivered by
      the Company, will be, valid and binding agreements of the Company
      enforceable in accordance with their respective terms, subject as to
      enforceability to general principles of equity and to bankruptcy,
      insolvency, moratorium, and other similar laws affecting the enforcement
    of creditors’ rights generally;

	 	 	 
		(d) 	
      the execution and delivery of this Agreement and each of
      the other Transaction Agreements by the Company, the issuance of the
      Debenture, and the consummation by the Company of the other transactions
      contemplated by this Agreement, the Debentures and the other Transaction
      Agreements do not and will not conflict with or result in a breach by the
      Company of any of the terms or provisions of, or constitute a default
      under (i) the certificate of incorporation or by-laws of the Company, each
      as currently in effect, (ii) any indenture,
mortgage,







15

	 		
      deed of trust, or other material agreement or instrument
      to which the Company is a party or by which it or any of its properties or
      assets are bound, or (iii) to its knowledge, any existing applicable law,
      rule, or regulation or any applicable decree, judgment, or order of any
      court, United States federal or state regulatory body, administrative
      agency, or other governmental body having jurisdiction over the Company or
      any of its properties or assets, except such conflict, breach or default
      which would not have a material adverse effect on the business,
      operations, financial condition or results of operations of the Company
      and its subsidiaries taken as a whole, or on the transactions contemplated
      herein;

	 	 	 
	 	(e) 	
      no authorization, approval or consent of any court,
      governmental body, regulatory agency, self-regulatory organization, or
      stock exchange or market or the shareholders of the Company is required to
      be obtained by the Company for the issuance and sale of the Debentures to
      the Subscriber as contemplated by this Agreement, except such
      authorizations, approvals and consents that have been obtained;

	 	 	 
	 	(f) 	
      none of the Company’s Public Documents contained, at the
      time they were filed, any untrue statement of a material fact or omitted
      to state any material fact required to be stated therein or necessary to
      make the statements made therein in light of the circumstances under which
      they were made, not misleading. Since October 1, 2008, the Company has
      timely filed all requisite forms, reports and exhibits thereto required to
      be filed by the Company with the SEC and the Commissions;

	 	 	 
	 	(g) 	
      since the Last Audited Date, there has been no material
      adverse change and no material adverse effect on the business, operations,
      financial condition or results of operations of the Company and its
      subsidiaries taken as a whole, except as disclosed in the Company’s Public
      Documents. Since the Last Audited Date, except as provided in the
      Company’s Public Documents, the Company has not (i) incurred or become
      subject to any material liabilities (absolute or contingent) except
      liabilities incurred in the ordinary course of business consistent with
      past practices; (ii) discharged or satisfied any material lien or
      encumbrance or paid any material obligation or liability (absolute or
      contingent), other than current liabilities paid in the ordinary course of
      business consistent with past practices; (iii) declared or made any
      payment or distribution of cash or other property to shareholders with
      respect to its capital stock, or purchased or redeemed, or made any
      agreements to purchase or redeem, any shares of its capital stock; (iv)
      sold, assigned or transferred any other tangible assets, or canceled any
      debts or claims, except in the ordinary course of business consistent with
      past practices; (v) suffered any substantial losses or waived any rights
      of material value, whether or not in the ordinary course of business, or
      suffered the loss of any material amount of existing business; (vi) made
      any changes in employee compensation, except in the ordinary course of
      business consistent with past practices; or (vii) experienced any material
      problems with labor or management in connection with the terms and
      conditions of their employment;







16

	 	(h) 	
      there is no fact known to the Company (other than general
      economic conditions known to the public generally or as disclosed in the
      Company’s Public Documents) that has not been disclosed in writing to the
      Subscriber that (i) would reasonably be expected to have a material
      adverse effect on the business, operations, financial condition or results
      of operations of the Company and its subsidiaries taken as a whole, (ii)
      would reasonably be expected to materially and adversely affect the
      ability of the Company to perform its obligations pursuant to any of the
      Transaction Agreements, or (iii) would reasonably be expected to
      materially and adversely affect the value of the rights granted to the
      Subscriber in the Transaction Agreements;

	 	 	 
	 	(i) 	
      there is no action, suit, proceeding, inquiry or
      investigation before or by any court, public board or body pending or, to
      the knowledge of the Company, threatened against or affecting the Company,
      wherein an unfavorable decision, ruling or finding would have a material
      adverse effect on the business, operations, financial condition or results
      of operations of the Company and its subsidiaries taken as a whole or the
      transactions contemplated by any of the Transaction Agreements or which
      would adversely affect the validity or enforceability of, or the authority
      or ability of the Company to perform its obligations under, any of the
      Transaction Agreements;

	 	 	 
	 	(j) 	
      except as set forth in Section 4.1(d) hereof, no Event of
      Default (or its equivalent term), as defined in the respective agreement
      to which the Company is a party, and no event which, with the giving of
      notice or the passage of time or both, would become an Event of Default
      (or its equivalent term) (as so defined in such agreement), has occurred
      and is continuing, which would have a material adverse effect on the
      business, operations, financial condition or results of operations of the
      Company and its subsidiaries taken as a whole;

	 	 	 
	 	(k) 	
      neither the Company nor any of its subsidiaries is in
      default in the performance or observance of any material obligation,
      agreement, covenant or condition contained in any material indenture,
      mortgage, deed of trust or other material instrument or agreement to which
      it is a party or by which it or its property is bound;

	 	 	 
	 	(l) 	
      neither the Company nor any of its Affiliates nor any
      Person acting on its or their behalf has, directly or indirectly, at any
      time since October 1, 2008, made any offer or sales of any security or
      solicited any offers to buy any security under circumstances that would
      eliminate the availability of the exemption from registration under
      Regulation D in connection with the offer and sale of the Debentures as
      contemplated hereby; and

	 	 	 
	 	(m) 	
      neither the Company nor the Subscriber has taken any
      action which would give rise to any claim by any Person for brokerage
      commission, finder’s fees or similar payments by the Subscriber relating
      to this Agreement or the transactions contemplated hereby. Each of the
      Company, on the one hand, and the Subscriber, on the other (each of them,
      a “Fee Indemnitor”), shall indemnify and
hold







17

harmless the other (and its employees,
officers, directors, agents, and partners, and their respective Affiliates;
each, including the Company or the Subscriber, as the case may be, a “Fee
Indemnitee”) from and against all claims, losses, damages, costs (including
the costs of preparation and attorney’s fees) and expenses suffered in respect
of any such claimed or existing fees, as and when incurred, by any party
claiming the payment from a Fee Indemnitee on account of an agreement made by
the relevant Fee Indemnitor. 

	5. 	
      CONDITIONS TO THE COMPANY’S OBLIGATION TO
    SELL.




	5.1 	
      The Subscriber understands that the Company’s obligation
      to sell the Debentures to the Subscriber pursuant to this Agreement on the
      Closing Date is conditioned upon:

	 	 	 
		(a) 	
      The execution of this Agreement by the
  Subscriber;

	 	 	 
		(b) 	
      Delivery by the Subscriber to the Company of good funds
      as payment in full of an amount equal to the Purchase Price for the
      Debentures in accordance with this Agreement;

	 	 	 
		(c) 	
      The accuracy on the Closing Date of the representations
      and warranties of the Subscriber contained in this Agreement, each as if
      made on such date, and the performance by the Subscriber on or before such
      date of all covenants and agreements of the Subscriber required to be
      performed on or before such date; and

	 	 	 
		(d) 	
      There shall not be in effect any law, rule or regulation
      prohibiting or restricting the transactions contemplated hereby, or
      requiring any consent or approval which shall not have been
    obtained.




	6. 	
      CONDITIONS TO THE SUBSCRIBER’S OBLIGATION TO
      PURCHASE.




	6.1 	
      The Company understands that the Subscriber’s obligation
      to purchase the Debentures on the Closing Date is conditioned
  upon:

	 	 	 
		(a) 	
      The execution of this Agreement and the other Transaction
      Agreements by the Company;

	 	 	 
		(b) 	
      Delivery by the Company to the Subscriber of the
      Debentures in accordance with this Agreement;

	 	 	 
		(c) 	
      The accuracy in all material respects on the Closing Date
      of the representations and warranties of the Company contained in this
      Agreement, each as if made on such date, and the performance by the
      Company on or before such date of all covenants and agreements of the
      Company required to be performed on or before such date;

	 	 	 
		(d) 	
      There shall not be in effect any law, rule or regulation
      prohibiting or restricting the transactions contemplated hereby, or
      requiring any consent or approval which shall not have been
    obtained;







18

	7. 	
      GOVERNING LAW:
MISCELLANEOUS.




	7.1 	
      This Agreement shall be governed by and interpreted in
      accordance with the laws of the Province of British Columbia for contracts
      to be wholly performed in such province and without giving effect to the
      principles thereof regarding the conflict of laws. Each of the parties
      consents to the exclusive jurisdiction of the federal and provincial
      courts of British Columbia located in the City of Vancouver in connection
      with any dispute arising under this Agreement and hereby waives, to the
      maximum extent permitted by law, any objection, including any objection
      based on forum non conveniens, to the bringing of any such
      proceeding in such jurisdictions.

	 	 
	7.2 	
      Failure of any party to exercise any right or remedy
      under this Agreement or otherwise, or delay by a party in exercising such
      right or remedy, shall not operate as a waiver thereof.

	 	 
	7.3 	
      This Agreement shall inure to the benefit of and be
      binding upon the successors and assigns of each of the parties
    hereto.

	 	 
	7.4 	
      All pronouns and any variations thereof refer to the
      masculine, feminine or neuter, singular or plural, as the context may
      require.

	 	 
	7.5 	
      A facsimile transmission of this signed Agreement shall
      be legal and binding on all parties hereto.

	 	 
	7.6 	
      This Agreement may be signed in one or more counterparts,
      each of which shall be deemed an original.

	 	 
	7.7 	
      The headings of this Agreement are for convenience of
      reference and shall not form part of, or affect the interpretation of,
      this Agreement.

	 	 
	7.8 	
      If any provision of this Agreement shall be invalid or
      unenforceable in any jurisdiction, such invalidity or unenforceability
      shall not affect the validity or enforceability of the remainder of this
      Agreement or the validity or enforceability of this Agreement in any other
      jurisdiction.

	 	 
	7.9 	
      This Agreement may be amended only by an instrument in
      writing signed by the party to be charged with enforcement
  thereof.

	 	 
	7.10 	
      This Agreement supersedes all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof.




	8. 	
      NOTICES.




	8.1 	
      Any notice required or permitted hereunder shall be given
      in writing (unless otherwise specified herein) and shall be deemed
      effectively given on the earliest of

	 	 	 
		(a) 	
      the date delivered, if delivered by personal delivery as
      against written receipt therefor or by confirmed facsimile
      transmission,







19

	 	(b) 	
      the seventh business day after deposit, postage prepaid,
      in the United States Postal Service or Canada Post by registered or
      certified mail, or

	 	 	 
	 	(c) 	
      the third business day after mailing by domestic or
      international express courier, with delivery costs and fees
  prepaid,



in each case, addressed to each of the
other parties thereunto entitled at the following addresses (or at such other
addresses as such party may designate by ten (10) days’ advance written notice
similarly given to each of the other parties hereto): 

COMPANY:
                      
STOCKHOUSE
INC.. 
                      
Suite
500 
                      
750 West Pender
Street 
                      
Vancouver, British Columbia, CANADA V6C
2T7 
                      
Attn: Marcus
New 
                      
Telephone No.: (604)
331-0995 
                      
Telecopier No.: (604) 331-1194 

SUBSCRIBER:

                      
At the address set forth on the signature page of this Agreement. 

	9. 	
      SURVIVAL OF REPRESENTATIONS AND
  WARRANTIES.




	9.1 	
      The Company’s and the Subscriber’s representations and
      warranties herein shall survive the execution and delivery of this
      Agreement and the delivery of the Debentures and the payment of the
      Purchase Price, and shall inure to the benefit of the Subscriber and the
      Company and their respective successors and
assigns.



THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

THE NEXT PAGE IS PAGE 20. 




20

IN WITNESS WHEREOF, this Agreement has been duly
executed by the Subscriber (if an entity, by one of its officers thereunto duly
authorized) as of the date set forth below. 

AMOUNT AND PURCHASE PRICE OF
DEBENTURES:     $_______________________


INTEREST PAYMENT METHOD (please circle applicable choice):
Method 1 / Method 2 

SIGNATURES 

IN WITNESS WHEREOF, the undersigned represents that the
foregoing statements are true and correct and that it has caused this Agreement
to be duly executed on its behalf this ____ day of _______________, 2008. 

	 	 	 
	Address of the Subscriber 	 	Printed Name of Subscriber 
	  	 	
	  	 	  
	  	 	By: 
	Fax No. _______________________________________	 	(Signature of Authorized Person) 
	 	 	 
	 	 	 
	Jurisdiction of Incorporation 	 	Printed Name and Title 
	or Organization 	 	  


As of the date set forth below, the undersigned hereby accepts
this Agreement and represents that the foregoing statements are true and correct
and that it has caused this Agreement to be duly executed on its behalf. 

STOCKHOUSE INC.

 

By:   
_________________________________________
          
(Signature of Authorized Person) 

Title: _________________________________________


Date: ______________________, 2008 




21

Exhibit A 

PARTICULARS OF SUBSCRIBER 
NOTE: THE SUBSCRIBER MUST
PROVIDE THE INFORMATION ON THIS EXHIBIT A. 

	 	 	 
	GENERAL INFORMATION 	 	 
	If an Individual: 	 	If a
      Corporation: 
	 	 	 
	 	 	 
	Full Name 	 	 
	 	 	Full
      Corporate Name 
	 	 	 
	 	 	 
	Residential Address 	 	Head Office Address 
	 	 	
	 	 	 
	City           
       Province/State                
      Postal Code 	 	 City           
       Province/State                
      Postal Code 
	 	 	
	 	 	 
	Country 	 	Country 
	 	 	 
	 	 	Attention 
	Telephone                                                   
       Facsimile 	 	 
	 	 	Telephone                                                   
       Facsimile 
	 	 	 
	Social Insurance Security Number 	 	Jurisdiction of Incorporation







22

EXHIBIT B 
ACCREDITED INVESTOR QUESTIONNAIRE


The Subscriber is a resident of Canada and the Subscriber
hereby represents, warrants and certifies to the Company that the Subscriber or
the Disclosed Principal, as the case may be, is an “accredited investor”, as
such term is defined in National Instrument 45-106 – Prospectus and Registration
Exemptions (“NI 45-106”) and, as at the time the subscription is accepted
by the Company (“Closing”), the Subscriber will fall within one or more
of the following categories (Please check one or more, as applicable): 

ACCREDITED INVESTOR STATUS 

The undersigned represents and warrants that the Subscriber is
[check each applicable item]: 

	 _____	(a) 	a Canadian financial institution
      (as defined under NI 45-106), 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 of Canada Act (Canada);
      

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	 	
       

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

	 	  	
       

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







23

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

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

	 	 	 
	_____	(m) 	
      a person, other than an individual or investment fund or
      a person created or used solely to purchase or hold securities as an
      accredited investor, that has net assets of at least $5,000,000 as shown
      on its most recently prepared financial statements;

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




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

	 	 	 
	 	(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in Sections 2.10 – Minimum Amount Investment and
      2.19 – Additional Investment in Investment Funds of NI 45-106,
  or;

	 	 	 
	 	(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under Section 2.18 – Investment Fund Reinvestments
      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 adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;

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

	 	 	 	 
	_____	(t) 	
      a person in respect of which all of the owners of
      interests, direct, indirect, or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors as defined under NI 45-106;

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







24

	_____	(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.



IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______________ day of
_____________________________________, 200_______. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Type of Entity 	 	Print or Type Name 
	 	 	 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	 	 	 
	Print or Type Name and Title of Person Signing 	 	  


As used in this Questionnaire, the following terms have the
following meanings: 

	(a) 	
      “Canadian financial institution” means

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

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

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

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

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







25

	(c) 	
      “director” means

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

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

	 	 	 
	(d) 	
      “eligibility adviser” means a person that is
      registered as an investment dealer or in an equivalent category of
      registration under the securities legislation of the jurisdiction of a
      purchaser and authorized to give advice with respect to the type of
      security being distributed;

	 	 	 
	(e) 	
      “executive officer” means, for an Company, an
      individual who is

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

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

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

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

	 	 	 
	(f) 	
      “financial assets” means

	 	 	 
		(i) 	
      cash,

	 	 	 
		(ii) 	
      securities, or

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

	 	 	 
	(g) 	
      “founder” means, in respect of an Company, a
      person who,

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

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

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

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

	 	 	 
	(j) 	
      “investment fund” means a mutual fund or a
      non-redeemable investment fund;

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

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







26

	(m) 	
      “non-redeemable investment fund” means an
      Company,

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

	 	 	 	 
		(ii) 	
      that does not invest,

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

	 	 	 	 
			(B) 	
      for the purpose of being actively involved in the
      management of any Company in which it invests, other than an Company that
      is a mutual fund or a non-redeemable investment fund, and

	 	 	 	 
		(iii) 	
      that is not a mutual fund;

	 	 	 	 
	(n) 	
      “person” includes

	 	 	 	 
		(i) 	
      an individual,

	 	 	 	 
		(ii) 	
      a corporation,

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

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

	 	 	 	 
	(o) 	
      “regulator” means, for the local jurisdiction, the
      Executive Director or Director or la Commission des valeurs mobilières du
      Québec as defined under securities legislation of the local
      jurisdiction;

	 	 	 	 
	(p) 	
      “related liabilities” means

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

	 	 	 	 
		(ii) 	
      liabilities that are secured by financial
  assets;

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

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

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

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







EXHIBIT C 
U.S. ACCREDITED INVESTOR CERTIFICATE


TO:     STOCKHOUSE INC. 

The Subscriber understands and agrees that the Debentures have
not been and will not be registered under the United States Securities Act of
1933, as amended (the “1933 Act”), or applicable state securities
laws, and the Debentures are being offered and sold to the Subscriber in
reliance upon Rule 506 of Regulation D under the 1933 Act. 

Capitalized terms used in this Exhibit C and defined in the
Agreement to which the Exhibit C is attached have the meaning defined in the
Agreement unless otherwise defined herein. 

The undersigned (the “Subscriber”) represents, warrants
and covenants (which representations, warranties and covenants shall survive the
Closing) to the Company (and acknowledges that the Company is relying
thereon) that: 

	 	(a) 	
      it is purchasing the Debentures for its own account or
      for the account of one or more persons for whom it is exercising sole
      investment discretion, (a “Beneficial Purchaser”), for investment
      purposes only and not with a view to resale or distribution and, in
      particular, neither it nor any Beneficial Purchaser for whose account it
      is purchasing the Debentures has any intention to distribute either
      directly or indirectly any of the Debentures in the United States or to
      U.S. Persons; provided, however, that this paragraph shall not restrict
      the Subscriber from selling or otherwise disposing of any of the
      Debentures pursuant to registration thereof pursuant to the 1933 Act and
      any applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	 	(b) 	
      it, and if applicable, each Beneficial Purchaser for
      whose account it is purchasing the Debentures is a U.S. Accredited
      Investor that satisfies one or more of the categories of U.S. Accredited
      Investor indicated below (the Subscriber must initial “SUB” and the
      Beneficial Purchaser, if applicable, must initial “BP” on the appropriate
      line):





	_____ 	Category 1. 	
      A bank, as defined in Section 3(a)(2) of the 1933 Act,
      whether acting in its individual or fiduciary capacity; or 

	 	 	
       

	_____ 	Category 2. 	
      A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its
      individual or fiduciary capacity; or 

	 	 	
       

	_____ 	Category 3. 	
      A broker or dealer registered pursuant to Section 15 of
      the United States Securities Exchange Act of 1934, as
      amended; or 

	 	 	
       

	_____	Category 4. 	
      An insurance company as defined in Section 2(13) of the
      1933 Act; or 

	 	 	
       

	_____ 	Category 5. 	
      An investment company registered under the United States
      Investment Company Act of 1940; or 

	 	 	
       

	_____ 	Category 6. 	
      A business development company as defined in Section
      2(a)(48) of the United States Investment Company Act of 1940; or
      

	 	 	
       

	_____ 	Category 7. 	
      A small business investment company licensed by the U.S.
      Small Business Administration under Section 301 (c) or (d) of the United
      States Small Business Investment Act of 1958; or 

	 	 	
       

	_____ 	Category 8. 	
      A plan established and maintained by a state, its
      political subdivisions or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, with total
      assets in excess of U.S. $5,000,000; or 

	 	 	
       

	_____ 	Category 9. 	
      An employee benefit plan within the meaning of the United
      States Employee Retirement Income Security Act of 1974 in
      which the investment decision is made by a plan fiduciary, as defined in
      Section 3(21) of such Act, which is either a bank, savings and loan
      association, insurance company or registered investment adviser, or an
      employee benefit plan with total assets in excess of U.S. $5,000,000 or,
      if a self-directed plan, with investment decisions made solely by persons
      who are accredited investors; or 

	 	 	
       

	_____ 	Category 10. 	
      A private business development company as defined in
      Section 202(a)(22) of the United States Investment Advisers Act of
      1940; or 










	 _____	Category 11. 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a
      Massachusetts or similar business trust, or a partnership, not formed for
      the specific purpose of acquiring the securities offered, with total
      assets in excess of U.S. $5,000,000; or 

	 	 	 
	 _____	Category 12. 	
      Any director or executive officer of the Company; or
    

	 	 	 
	 _____	Category 13. 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the date hereof exceeds U.S.
      $1,000,000; or 

	 	 	 
	 _____	Category 14. 	
      A natural person who had an individual income in excess
      of U.S. $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of U.S. $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; or 

	 	 	 
	 _____	Category 15. 	
      A trust, with total assets in excess of U.S. $5,000,000,
      not formed for the specific purpose of acquiring the securities offered,
      whose purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act; or 

	 	 	 
	 _____	Category 16. 	
      Any entity in which all of the equity owners meet the
      requirements of at least one of the above categories;






	 	(c) 	
      it understands that upon the issuance thereof, and until
      such time as the same is no longer required under the applicable
      requirements of the 1933 Act or applicable U.S. state laws and
      regulations, the certificates representing the Debentures, and all
      securities issued in exchange therefor or in substitution thereof, will
      bear a legend in substantially the following form:




  
    
      
        “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
          AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
          1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE
          OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY,
          (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
          THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF
          AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
          OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
          1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO
          SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE
          OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY.
          DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY”
          IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. 

        THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
          ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY, EXCEPT
          AS PERMITTED BY THE 1933 ACT” 

      

    

  



	 		
      provided, that if any of the Debentures are being sold
      pursuant to Rule 144 of the 1933 Act and in compliance with any applicable
      state securities laws, the legend may be removed by delivery to the
      Company and its transfer agent of an opinion satisfactory to the Company
      and its transfer agent to the effect that the legend is no longer required
      under applicable requirements of the 1933 Act or state securities
    laws;

	 	 	 
	 	(d) 	
      it agrees not to offer, sell or otherwise transfer any of
      the Debentures except as permitted by paragraph (c) above and the legend
      included therein;

	 	 	 
	 	(e) 	
      it has had the opportunity to ask questions of and
      receive answers from the Company regarding the investment, and has
      received all the information regarding the Company that it has
      requested;








	 	(f) 	
      it has had access to the Internet’s System for Electronic
      Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and the
      Electronic Data Gathering and Retrieval System (“EDGAR”) at www.sec.gov
      and the filings of the Company included therein, and has had access to
      such other information concerning the Company as it has considered
      necessary or appropriate in connection with its investment decision to
      acquire the Debentures;

	 	 	 	 
	 	(g) 	
      it acknowledges that the Corporation will refuse to
      register any transfer of any of the Shares not made in accordance with the
      provisions of Regulation S under the 1933 Act, pursuant to registration
      under the 1933 Act, or pursuant to an available exemption from
      registration under the 1933 Act;

	 	 	 	 
	 	(h) 	
      the Debentures have not been registered under the 1933
      Act and are “restricted securities” as defined under Rule 144 and may be
      resold only if:

	 	 	 	 
	 		(i) 	
      the sale is to the Company;

	 	 	 	 
	 		(ii) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S (or such
      successor rule or regulation then in effect), if available, and in
      compliance with applicable state securities laws;

	 	 	 	 
	 		(iii) 	
      the sale is made pursuant to an exemption from the
      registration requirements under the 1933 Act provided by Rule 144
      thereunder, if available, and in accordance with any applicable state
      securities laws;

	 	 	 	 
	 		(iv) 	
      the sale is a transaction that does not require
      registration under the 1933 Act or any applicable state securities laws,
      and it has prior to such sale furnished to the Company an opinion of
      counsel to that effect reasonably satisfactory to the Company;
or

	 	 	 	 
	 		(v) 	
      the sale is pursuant to an effective registration
      statement under the 1933 Act

	 	 	 	 
	 	(i) 	
      it consents to the Company making a notation on its
      records or giving instruction to the registrar and transfer agent of the
      Company in order to implement the restrictions on transfer set forth and
      described herein;

	 	 	 	 
	 	(j) 	
      while the Company has agreed to file the Registration
      Statement (as described in the Registration Rights Agreement) and cause it
      to be declared effective by the SEC, there is no assurance that the
      Company will be able to cause the Registration Statement to be declared
      effective by the SEC, and if the Registration Statement is not declared
      effective by the SEC, the Debentures may not be resold by the Subscriber,
      except pursuant to an exemption contained under applicable securities
      laws, which may not be available, and if the Registration Statement is not
      declared effective, the Debentures remain “restricted securities” under
      the 1933 Act;

	 	 	 	 
	 	(k) 	
      the office or other address of the Subscriber at which
      the Subscriber received and accepted the offer to purchase the Debentures
      is the address listed as the “Subscriber’s Residential or Head Office
      Address” on the first page of the Subscription Agreement;

	 	 	 	 
	 	(l) 	
      it understands and agrees that there may be material tax
      consequences to the Subscriber of an acquisition, disposition or exercise
      of any of the Debentures; the Company gives no opinion and makes no
      representation with respect to the tax consequences to the Subscriber
      under United States, state, local or foreign tax law of the Subscriber’s
      acquisition or disposition of such Debentures;

	 	 	 	 
	 	(m) 	
      it has not purchased the Debentures as a result of any
      form of General Solicitation or General Advertising or Directed Selling
      Efforts, including any advertisements, articles, notices or
  other








	 		
      communications published in any newspaper, magazine or
      similar media or broadcast over radio, television or internet or any
      seminar or meeting whose attendees have been invited by General
      Solicitation or General Advertising; and

	 	 	 
	 	(n) 	
      it acknowledges that the representations, warranties and
      covenants contained in this Appendix are made by it with the intent that
      they may be relied upon by the Company in determining its eligibility or
      the eligibility of others on whose behalf it is contracting thereunder to
      purchase Debentures. It agrees that by accepting Debentures it shall be
      representing and warranting that the representations and warranties above
      are true as at the Closing with the same force and effect as if they had
      been made by it at the Closing and that they shall survive the purchase by
      it of Debentures and shall continue in full force and effect
      notwithstanding any subsequent disposition by it of such
  securities.



The Subscriber undertakes to notify the Company immediately of
any change in any representation, warranty or other information relating to the
Subscriber or any Beneficial Purchaser set forth herein which takes place prior
to the Closing. 

IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of the _______________ day of
_____________________________________, 200_______. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Type of Entity 	 	Print or Type Name 
	 	 	 
	 	 	 
	Signature of Person Signing 	 	  
	 	 	 
	 	 	 
	Print or Type Name and Title of Person Signing