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

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

                            NORTHRIDGE VENTURES LTD.
                         PRIVATE PLACEMENT SUBSCRIPTION
                          (Non U.S. Subscribers Only)

To:     The Board of Directors
        Northridge Ventures Ltd. (the "Company")
        2325 Hurontario Street, Suite 204
        Oakville, Ontario  L5A 4K4

RE:     ACQUISITION OF COMMON SHARES OF NORTHRIDGE VENTURES LTD.
        A NEVADA CORPORATION (THE "COMPANY")

1.     SUBSCRIPTION

1.1. The undersigned (the "Subscriber") hereby irrevocably subscribes for and
     agrees to purchase 13,200,000 shares of the Company's common stock (the
     "Shares") at a price of US$0.005 per Share (such subscription and agreement
     to purchase being the "Subscription"), for the total subscription price of
     $66,000 USD (the "Subscription Proceeds"), which Subscription Proceeds are
     tendered herewith, on the basis of the representations and warranties and
     subject to the terms and conditions set forth herein. The Shares are
     referred to as the "Securities".

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

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

2.     PAYMENT

2.1. The Subscription Proceeds must accompany this Subscription Agreement.

2.2. If this Subscription Agreement is not accepted by the Company for whatever
     reason within 90 days of the delivery of an executed Subscription Agreement
     by the Subscriber, or the minimum offering amount (if any) is not achieved
     by that time, this Subscription Agreement, the Subscription Proceeds and
     any other documents delivered in connection herewith will be returned to
     the Subscriber at the address of the Subscriber as set forth in this
     Subscription Agreement without interest or deduction.

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

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

3.     CLOSING

3.1. Closing  of  the  purchase  and sale of the Shares shall occur on or before
     October  8, 2010, or on such other date as may be determined by the Company
     in  its  sole  discretion (the "Closing Date"). The Subscriber acknowledges
     that  Shares  may  be  issued to other subscribers under this offering (the
     "Offering")  before  or  after  the  Closing Date. The Company, may, at its
     discretion,  elect  to close the Offering in one or more closings, in which
     event  the  Company  may  agree with one or more subscribers (including the
     Subscriber  hereunder)  to  complete  delivery  of  the  Shares  to  such
     subscriber(s)  against  payment  therefore  at  any time on or prior to the
     Closing  Date.

4.     ACKNOWLEDGEMENTS OF SUBSCRIBER

4.1. The  Subscriber  acknowledges  and  agrees  that:

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

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

     (c)  the decision to execute this Subscription Agreement and purchase the
          Shares agreed to be purchased hereunder has not been based upon any
          oral or written representation as to fact or otherwise made by or on
          behalf of the Company and such decision is based solely upon a review
          of publicly available information regarding the Company available on
          the website of the United States Securities and Exchange Commission
          (the "SEC") available at www.sec.gov (the "Company Information");

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

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

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

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

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

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

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

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

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

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

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

     (n)  the Company has advised the Subscriber that, if the Subscriber is a
          Canadian resident, the Company is relying on an exemption from the
          requirements to provide the Subscriber with a prospectus and to sell
          the Shares through a person registered to sell securities and, as a
          consequence of acquiring the Shares pursuant to this exemption,
          certain protections, rights and remedies provided, including statutory
          rights of rescission or damages, will not be available to the
          Subscriber;

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

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

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

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

5.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

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

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

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

     (c)  the Subscriber:

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

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

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

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

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

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

     (d)  the Subscriber is acquiring the Shares as principal for investment
          only and not with a view to, or for, resale, distribution or
          fractionalization thereof, in whole or in part, and, in particular, it
          has no intention to distribute either directly or indirectly any of
          the Securities in the United States or to U.S. Persons (as defined
          herein);

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

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

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

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

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

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

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

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

     (m)  the Subscriber has the requisite knowledge and experience in
          financial and business matters as to be capable of evaluating the
          merits and risks of the investment in the Securities and the Company;

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

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

     (p)  the Subscriber is purchasing the Shares for its own account for
          investment purposes only and not for the account of any other person
          and not for distribution, assignment or resale to others, and no other
          person has a direct or indirect beneficial interest is such Shares,
          and the Subscriber has not subdivided his interest in the Shares with
          any other person;

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

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

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

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

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

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

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

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

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

6.     ACKNOWLEDGEMENT AND WAIVER

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

7.     REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY

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

8.     RESALE RESTRICTIONS

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

9.     LEGENDING AND REGISTRATION OF SUBJECT SECURITIES

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

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

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

10.     COLLECTION OF PERSONAL INFORMATION

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

11.     COSTS

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

12.     GOVERNING LAW

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

13.     SURVIVAL

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

14.     ASSIGNMENT

14.1.  This  Subscription  Agreement  is  not  transferable  or  assignable.

15.     SEVERABILITY

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

16.     ENTIRE AGREEMENT

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

17.     NOTICES

17.1. All  notices  and  other communications hereunder shall be in writing and
      shall be  deemed  to  have been duly given if mailed or transmitted by any
      standard form  of  telecommunication.  Notices  to the Subscriber shall be
      directed to  the  address provided by the Subscriber herein and notices to
      the Company shall be directed to it at the first page of this Subscription
      Agreement.

18.     COUNTERPARTS AND ELECTRONIC MEANS

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

BY EXECUTING THIS AGREEMENT, THE SUBSCRIBER CERTIFIES THAT THE SUBSCRIBER AND
ANY BENEFICIAL PURCHASER FOR WHOM THE SUBSCRIBER IS ACTING IS RESIDENT IN THE
JURISDICTION SHOWN BELOW AS THE "ADDRESS OF THE SUBSCRIBER (RESIDENCE)". THE
ADDRESS OF THE SUBSCRIBER WILL BE ACCEPTED BY THE COMPANY AS A REPRESENTATIVE AS
TO THE ADDRESS OF RESIDENCY FOR THE SUBSCRIBER.

IN WITNESS WHEREOF, the undersigned has executed this Agreement this 11th day of
October, 2010.

If an Individual:          If a Corporation, Partnership or Other Entity:

/s/ Gisela Mills
Signature                  Print or Type Name of Entity

Gisela Mills
Print or Type Name          Signature of Authorized Signatory

Wanderweg 4, 88348 Bad Salgau, Germany
                       Address of Subscriber (residence)

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

REGISTRATION INSTRUCTIONS:             DELIVERY INSTRUCTIONS:


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

SIN/Tax ID No.                         Contact name

Address                                Address

                                       Telephone number

By signing this acceptance, the Company agrees to be bound by all
representations, warranties, covenants and agreements herein.

ACCEPTED this 11th day of October, 2010.

NORTHRIDGE VENTURES LTD.


Per: /s/ Caroline Rechia
     Caroline Rechia
     Authorized signatory