Filed by Avantafile.com - Darlington Mines Ltd. - Exhibit 10.1







 

 

__________

$1.00
  POST-SPLT PRIVATE PLACEMENT

  SUBSCRIPTION
  AGREEMENT

Between:


DARLINGTON
MINES LTD.


And:


THE UNDERSIGNED
SUBSCRIBER


Darlington Mines
Ltd.

__________








SIGNATURE
PAGE/SUBSCRIBER STATEMENT


TO THE $1.00
POST-SPLIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
OF DARLINGTON
MINES LTD.




                        SUBSCRIBER’S
STATEMENT – the undersigned subscriber (the “Subscriber”) is
a sophisticated investor, the Subscriber has sought such independent counsel as
the Subscriber considers necessary and the Subscriber has read the attached
“$1.00 Post-split Private Placement Subscription Agreement” (the “Agreement”)
carefully and accepts, agrees and acknowledges the representations and terms
thereof in full and without exception and agrees that such Agreement
constitutes the entire agreement between Darlington Mines Ltd. (the “Company”)
and the Subscriber and that there are no collateral representations or
agreements between the same.


                        The
Company is contemplating a stock-split on a 12 new for 1 old basis and is
currently offering, on a private placement basis, post-split common shares of
the Company (each a “Post-split Share”), at a subscription price of U.S.
$1.00, The within private placement offering by the Company is not subject
to any minimum subscription.  The Company offers, and the Subscriber accepts,
the Post-split Shares on the terms and conditions as set forth in this
Agreement.


Number
of Post-split Shares subscribed for at U.S. $1.00:                 Post-split
Shares.


Total Subscription Price
payable:  U.S. $1.00 x # of Post-split Shares = U.S. $                         .


Dated
at __________, __________, on this _____ day of December, 2010.


                                                                                                                                                           

Name of
Subscriber - please print


By:                                                                                                                                                      
Official
Capacity or Title - please print


                                                                                                                                                           

Signature of
Subscriber


                                                                                                                                                           

Please print
name of individual whose signature appears above if different than the
Subscriber


	Subscriber’s
Address:	                                                                                                   
	 	                                                                                                
	Subscriber’s
Telephone Number:	                                                                                                
	Subscriber’s
E-mail address: 	                                                                                                








IF THE
SUBSCRIBER IS NOT A U.S. RESIDENT, THE SUBSCRIBER
MUST COMPLETE AND SIGN ATTACHMENT “I” IMMEDIATELY FOLLOWING THIS SIGNATURE
PAGE/SUBSCRIBER STATEMENT AND COMPLETE THE MISSING INFORMATION AND CIRCLE THE
APPLICABLE CATEGORY(IES) (A) THROUGH (P) AS SET FORTH IN SECTION 3.4(af)(i) OF
THE ATTACHED AGREEMENT.


                        Acceptance by
the Company:


                        DARLINGTON
MINES LTD. hereby accepts the above subscription by the Subscriber on
this _____ day of __________, 2010.


	The COMMON SEAL
of 	)	 
	DARLINGTON MINES LTD.,	 	                          )
	the Company
herein, 	)	 
	was hereunto
affixed in the presence of:	)	                                                                   (C/S)
	 	)	 
	 	)	 
	                                                                       	)	 
	Authorized
Signatory  	)	 











Attachment “I”

TO THE $1.00
  POST-SPLIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

  OF DARLINGTON
  MINES LTD.



SUBSCRIBER’S
CERTIFICATE


                        In
addition to the covenants, representations and warranties contained in the
“$1.00 Post-split Private Placement Subscription Agreement” of the Company, to
which this Attachment “I” – “Subscriber’s Certificate” is
attached, the undersigned Subscriber covenants, represents and
warrants to the Company that the Subscriber is purchasing the Post-split Shares as principal, that the Subscriber is
resident in the jurisdiction set out on the signature page thereof and that the
Subscriber:


	1. 	is
      an “accredited
      investor”, as defined in National Instrument 45-106 – Prospectus and Registration
        Exemptions by virtue of being {please check the appropriate category or categories
    where applicable}:





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

	 	 	 
	 	(b)	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;

	 	 	 
	 	 (c)	 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;

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

	 	 	 
	 	 (e) 	 a
      person, other than an individual or investment fund, that has net assets of at
    least $5,000,000 as shown on its most recently prepared financial statements;

	 	 	 
	 	(f) 	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 of National Instrument
45-106 – Prospectus and Registration Exemptions [Additional investment
in investment funds]; or
	 	 	 	 
	 	 	(iii)	a
person described in paragraph (i) or (ii) that acquires or acquired securities
under section 2.18 of National Instrument 45-106 – Prospectus and
Registration Exemptions [Investment fund reinvestment];








	 	 (g)	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;

	 	 	 
	 	(h) 	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

	 	 	 
	 	 	Dated at __________, __________, on this _____ day of December, 2010.


                      

                                                                                                                                                           

Name of
Subscriber - please print


By:                                                                                                                                                      
Official
Capacity or Title - please print


                                                                                                                                                           

Signature of
Subscriber


                                                                                                                                                           

Please print
name of individual whose signature appears above if different than the
Subscriber


	Subscriber’s
      Address:	                                                                                                
	 	                                                                                                
	Subscriber’s
      Telephone Number:	                                                                                                
	Subscriber’s
      E-mail address: 	                                                                                                











$1.00
POST-SPLIT PRIVATE PLACEMENT

SUBSCRIPTION
AGREEMENT

THESE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED IN RELIANCE
UPON REGULATION S PROMULGATED UNDER THE ACT.  THESE SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION, THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION OR
COMPLIANCE WITH REGULATION S.  THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO
EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.


UNIT PRIVATE PLACEMENT OFFERING


To:       DARLINGTON
MINES LTD. (the “Company”), with an address for notice and delivery located at 20A, Time Centre
33-55 Hollywood Road, Central Hong Kong.


                        The
Company is offering (collectively, the “Offering”), on a private
placement basis, Post-split Shares of the Company  to eligible investors (each
such an investor who subscribes to this Offering by this document is
hereinafter referred to as the “Subscriber”), at a subscription price of
U.S. $1.00.  The Company offers, and the Subscriber accepts, the Post-split
Shares on the terms and conditions as set forth in this subscription agreement
(the “Agreement”).


Article 1
SUBSCRIPTION FOR POST-SPLIT SHARES




1.1                   Subscription
for Post-split Shares.   Based upon the hereinafter terms, conditions,
representations, warranties and covenants given by each party to the other, the
Subscriber hereto hereby irrevocably subscribes for and agrees to purchase the
number of Post-split Shares of the Company set forth on the Signature
Page at the beginning of this Agreement at a subscription price of U.S.
$1.00, for aggregate consideration (the “Subscription Price”) as set
forth on the Signature Page at the beginning of this Agreement.


1.2                   Acceptance
of subscription.   The Company, upon acceptance by its Board of
Directors (the “Board”) of all or part of this subscription Agreement,
agrees to issue the accepted number of Post-split Shares, as fully paid and
non-assessable, and as consideration for the Subscriber’s subscription, and to
refund any excess subscription monies of the Subscription Price of any
non-accepted portion of this subscription Agreement.


1.3                   Subscriber’s
eligibility for subscription.   The Subscriber acknowledges and
warrants (and has made diligent inquiries to so determine or has the
sophistication and knowledge to know the Subscriber’s status without concern of
error), on which the Company relies, that the Subscriber is purchasing the
Post-split Shares on a private basis and without infraction of or impedance by
his domicile laws due to one or more of the following:


	 	(a)	 the
      Subscriber is an eligible and exempt investor under the laws of the
      Subscriber’s domicile by either being a person who complies with exemptions
      from prospectus requirements or is otherwise exempt by virtue of the
    Subscriber’s wealth, income and investment knowledge or capacity; or









	 	(b)  	the
      Subscriber is subscribing for a value in Post-split Shares constituting an
    exempt investment under the laws of the Subscriber’s domicile; or

	 	 	 
	 	(c) 	the
    Subscriber’s domicile laws do not restrict investment; and

	 	 	 
	 	(d)	where
      the Subscriber has completed the appropriate portions of this Agreement and its
      related Appendices and the completion of the same, whether signed or not,
    constitute a true and accurate statement by the Subscriber.



                        For
the purposes of this Agreement it is hereby acknowledged and agreed that “Securities”
is hereinafter collectively defined to mean the
Post-split Shares.


1.4                   Risks
of subscription.   The Subscriber acknowledges that no party
independent of the Company has made or will make any opinion or representations
on the merits or risks of an investment in any of the Securities unless sought
out by the Subscriber; which the Subscriber is encouraged to do.  The
Subscriber is aware that this investment is a speculative and risky investment,
the Subscriber warrants that it could tolerate the full loss of the investment
without significant or material impact on the Subscriber’s financial condition.


Article 2
METHOD OF SUBSCRIPTION AND ACCEPTANCE BY THE COMPANY




2.1                   Method
of subscription.   It is hereby acknowledged and agreed by the parties
hereto that any subscription for Post-split Shares shall be made by the Subscriber)   by emailing to the Company’s counsel, Mark
Lee of Greenberg Traurig (the “Company’s Counsel”), at leema@gtlaw.com,
a completed and executed copy of this Agreement together with all applicable
Appendices hereto. Funds are to be wired pursuant to wiring instructions
attached to this subscription agreement as Exhibit “A”.


In this regard, and should the Subscriber’s subscription and/or
Subscription Price payment be submitted to the Company’s Counsel, in trust or
otherwise (as above in respect to the wire transfer), then the Subscriber
agrees that the Company’s Counsel shall have no accountability to the
Subscriber whatsoever and acknowledges that the Company’s Counsel is merely a
recipient for the Company and has no obligation of any nature to the
Subscriber.  Under no circumstances shall the Company’s Counsel be considered
to be giving legal or other advice or services to the Subscriber and no
communication between the Subscriber and the Company’s Counsel shall be
considered advice (at the most only administrative subscription assistance on
behalf of the Company) but the Subscriber shall rely solely and exclusively on
the Subscriber’s own judgment and the advice of the Subscriber’s own counsel.


2.2                   Acceptance
of subscription or return of Subscription Price by the Company.   The
Subscriber acknowledges that the Company will be accepting subscriptions for
Post-split Shares on a first come, first serve, basis.  As a consequence the
Company, upon acceptance by its Board of all or part of this subscription
Agreement (the “Acceptance”), hereby agrees to issue the accepted number
of Post-split Shares, as fully paid and non-assessable, and as consideration
for the Subscriber’s subscription, and to promptly refund any excess
subscription monies of the Subscription Price of any non-accepted portion of
this subscription Agreement.  In this regard the Subscriber acknowledges that, although Post-split
Shares may be issued to other subscribers
concurrently with the Company’s Acceptance of all or part of this subscription
Agreement, there may be other sales of Post-split Shares by the Company, some or all of which may close before
or after the Acceptance herein.  The Subscriber further acknowledges that there
is a risk that insufficient funds may be raised by the Company upon the
Company’s Acceptance of all or part of this subscription Agreement to fund the
Company’s objectives and that further closings may not take place after
Acceptance herein.






2.3                   Use
of funds before and after Acceptance.   The Company agrees that the
Subscription Price will be held by the Company’s Counsel for the benefit of the
Subscriber to
reserve the Subscriber’s subscription and, prior to Acceptance, such funds
shall not be considered a loan and shall not bear interest but shall constitute
solely a reservation of subscription.  The Subscriber shall not demand return
of its Subscription Price monies unless the Post-split Shares have not been
issued for a period in excess of 90 calendar days from the date of this
subscription and such demand may be fulfilled by Acceptance and delivery of
subscribed Post-split Shares or return of funds at the Company’s sole and
absolute discretion.  The Subscriber acknowledges that the funds to be raised
from all Post-split Shares are to be employed for the business of the Company
in accordance with management’s determination as to the best use of the same
for the Company’s business plans.  Notwithstanding any disclosure document or
offering memorandum or prospectus provided concurrent with this subscription,
the Company reserves the right at any time to alter its business plans in
accordance with management’s appreciation of the market for the goods and
services of the Company and the best use of the Company’s funds to advance its
business, whether present or future.


2.4.                  Securities
issued at different prices and characteristics.   The Subscriber
acknowledges that the Company will issue its securities at different prices
which may occur sequentially, from time-to-time, or at the same time and prices
in the future may be lower than now.  The Company will also issue offerings
which have warrants, or other benefits, attached and some offerings which do
not.  Not all subscribers will receive common shares, or other share classes,
of the Company at the same price and such may be issued at vastly different
prices to that of the Subscriber.  For example, however, without limitation,
the Company will or may issue securities at nominal prices as ‘founders shares’
(which may or will constitute millions of securities, as determined solely by
the Board) or for developmental assets (which cannot be valued and so may be
assigned a nominal value on the Company’s books) or for services or to attract
expertise or management talent or other circumstances considered advisable by
the Board.  Such issuance at different prices are made by the Board in its
judgment as to typical structuring for a company such as the Company, to
incentivise, reward and to provide a measure of developmental control, to
acquire assets or services which the Board considers necessary or advisable for
the Company’s development and success and other such considerations in the
Board’s judgment.  The Company may or will acquire debt and/or equity
financings in the future required or advisable, as determined by the Board, in
the course of the Company’s business development.  The Subscriber acknowledges
these matters, understands that the Subscriber’s investment is not necessarily
the most advantageous investment in the Company and authorizes the Board now
and hereafter to use its judgment to make such issuances whether such issuances
are at a lesser, equal or greater price than that of the Subscriber and whether
such is prior to, concurrent with or subsequent to the Subscriber’s investment
herein.


2.5                   Delivery of
Shares.  
The Company, promptly after the Acceptance by its Board of all or part of this
subscription Agreement, agrees to deliver
to the Subscriber a Share certificate for the accepted number of Post-split
Shares purchased by the Subscriber under this subscription Agreement and
registered in the name of the Subscriber.


Article 3

INVESTMENT SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND GENERAL
SUBSCRIBER ACKNOWLEDGEMENTS AND WARRANTIES


3.1                   Description
of the Post-split Shares.   The Company is issuing Post-split Shares at
a price of U.S. $1.00.  The Post-split Shares are a part of the common shares
of the Company presently authorized.  Copies of the constating documents of the
Company describing the common shares and the rights of shareholders are
available upon request.






3.2                   Release
of liability and indemnity.   The Subscriber acknowledges and agrees
that, in consideration, in part, of the Company’s within Acceptance of this
subscription, the Subscriber hereby does hereby release, remise and forever
discharge each of the Company and its respective subsidiaries, directors,
officers, employees, attorneys, agents, executors, administrators, successors
and assigns and the Company’s Counsel, of and from all manner of action and
actions, causes of action, suits, debts, dues, accounts, bonds, covenants,
contracts, claims, damages and demands, whether known or unknown, suspected or
unsuspected and whether at law or in equity, which against either of the
Company and/or any of its respective subsidiaries, directors, officers,
employees, attorneys, agents, executors, administrators, successors and assigns
and the Company’s Counsel, the Subscriber ever had, now has, or which any of
the Subscriber’s respective successors or assigns, or any of them hereafter
can, shall or may have by reason of any matter arising from the within subscription or
the use of funds or the operation of the Company (collectively, the “Release”) except only for
gross negligence or fraud (and such shall constitute only objective willful act
of objective material wrongdoing).  The Subscriber shall hold harmless
and indemnify the Company from and against, and shall compensate and reimburse
the same for, any loss, damage, claim, liability, fee (including reasonable
attorneys’ fees), demand, cost or expense (regardless of whether or not such
loss, damage, claim, liability, fee, demand, cost or expense relates to a
third-party claim) that is directly or indirectly suffered or incurred by the
Company, or to which the Company becomes subject, and that arises directly or
indirectly from, or relates directly or indirectly to, any inaccuracy in or
breach of any representation, warranty, covenant or obligation of the
Subscriber contained in this Agreement.  This Release is irrevocable and will
not terminate in any circumstances.


3.3                   The
Subscriber’s understandings and acknowledgments.  The Subscriber hereby
acknowledges and agrees that:


	 	(a)   	Further
      financings:   the Company may issue further offerings in the future similar
      to the within Offering which may be at higher or lower prices (as determined by
      the Company in accordance with its appreciation of market conditions).  The
      Company may, and will, acquire debt and/or equity financings in the future
    required or advisable in the course of the Company’s business development;

	 	 	 
	 	(b)	Withdrawal
      or revocation:   this Agreement is given for valuable consideration and
      shall not be withdrawn or revoked by the Subscriber once tendered to the
    Company with the Subscription Price;

	 	 	 
	 	(c) 	Agreement
      to be bound:   the Subscriber hereby specifically agrees to be bound by the
      terms of this Agreement as to all particulars hereof and hereby reaffirms the
    acknowledgments, representations and powers as set forth in this Agreement;

	 	 	 
	 	(d)  	Reliance
      on Subscriber’s representations:   the Subscriber understands that the
      Company will rely on the acknowledgments, representations and covenants of the
      Subscriber contained herein in determining whether a sale of the Post-split
      Shares to the Subscriber is in compliance with applicable securities laws.  The
      Subscriber warrants that all acknowledgments, representations and covenants are
    true and accurate; and

	 	 	 
	 	(e)	Waiver
      of pre-emptive rights:   the Subscriber hereby grants, conveys and vests
      unto the President of the Company, or unto such other nominee or nominees of
      the President of the Company as the President of the Company may determine,
      from time to time, in the President’s sole and absolute discretion, as the
      Subscriber’s power of attorney solely for the purpose of waiving any prior or
      pre-emptive rights which the Subscriber may have to further issues of equity by
    the Company under applicable corporate and securities laws.







3.4                   The
Subscriber’s representations and warranties.   The Subscriber hereby
represents and warrants that:


	 	(a) 	Not
      a U.S. Person:  
      if the Subscriber is not a resident of the United States, the
      Subscriber: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S (“Regulation
        S”) under the U.S. Act, which definition includes, but is not limited to,
      any natural person resident in the United States, any corporation or
      partnership incorporated or organized under the laws of the United States or
      any estate or trust of which any executor, administrator or trustee is a U.S.
      Person; (ii) is not purchasing any of the
      Securities for the account or benefit of any U.S. Person or for
      offering, resale or delivery for the account or benefit of any U.S. Person or
      for the account of any person in any jurisdiction other than the jurisdiction
      set out in the name and address of the Subscriber set forth hereinbelow; and
      (iii) was not offered any
      Post-split Shares in the United States and was outside the United States
    at the time of execution and delivery of this Agreement;

	 	 	 
	 	(b) 	No
      registration and sales under Regulation S:   if the Subscriber is not a
      resident of the United States: (i) the Subscriber acknowledges that the
      Securities have not been registered under the U.S. Act; (ii) the Subscriber agrees to
      resell the Securities only in
      accordance with the provisions of Regulation S, pursuant to a registration
      under the U.S. Act or pursuant to an available exemption from such
      registration, and that hedging transactions involving the Securities may not be
      conducted unless in compliance with the U.S. Act; (iii) the Subscriber
      understands that any certificate representing the Securities may bear a
      legend setting forth the foregoing restrictions; and (iv) the Subscriber
      understands that the
      Securities are restricted
      within the meaning of “Rule 144” promulgated under the U.S. Act; that
      the exemption from registration under Rule 144 will not be available in any
      event for at least one year from the date of purchase and payment of the Securities by the
      Subscriber, and even then will not be available unless (i) a public trading
      market then exists for the common stock of the Company, (ii) adequate
      information concerning the Company is then available to the public and (iii)
      other terms and conditions of Rule 144 are complied with; and that any sale of
      the
      Securities may be made by
      the Subscriber only in limited amounts in accordance with such terms and
    conditions;

	 	 	 
	 	(c) 	No
      U.S. beneficial interest:   if the Subscriber is not a resident of the United
      States, no U.S. Person, either directly or indirectly, has any
      beneficial interest in any of the Securities acquired by the Subscriber
      hereunder, nor does the Subscriber have any agreement or understanding (written
    or oral) with any U.S. Person respecting:





	 	 	(i)  	the transfer or any assignment of any rights or
interest in any of the
Securities;
	 	 	 	 
	 	 	(ii)	the division of profits, losses, fees, commissions or
any financial stake in connection with this subscription; or
	 	 	 	 
	 	 	(iii)	the voting of the Securities;








	 	(d) 	Experience:  
        the Subscriber has the requisite
knowledge and experience in financial and business matters for properly
evaluating the risks of an investment in the Company;

	 	 	 
	 	(e)	Information:  
        the Subscriber has received all
information regarding the Company reasonably requested by the Subscriber;

	 	 	 
	 	(f) 	Risk:  
        the Subscriber understands that an
investment in the Company involves certain risks of which the Subscriber has
taken full cognizance, and which risks the Subscriber fully understands;

	 	 	 
	 	(g) 	Adequacy
      of information:   the Subscriber has
      been given the opportunity to ask questions of, and to receive answers from,
      the Company concerning the terms and conditions of the Offering and to obtain
      additional information necessary to verify the accuracy of the information
      contained in the information described in paragraph (e) above, or such other
      information as the Subscriber desired in order to evaluate an investment in the
    Company;

	 	 	 
	 	(h) 	Residency:  
      the residence of the Subscriber as set
      forth hereinbelow is the true and correct residence of the Subscriber and the
      Subscriber has no present intention of becoming a resident or domiciliary of
    any other jurisdiction;

	 	 	 
	 	(i)	Independent
      investigation:   in making a decision
      to invest in the Company the Subscriber has relied solely upon independent
    investigations made by the Subscriber;

	 	 	 
	 	(j)  	Principal:  
      the Subscriber is purchasing the Post-split Shares as principal for the
      Subscriber’s own account and not for the benefit of any other person, except as
      otherwise stated herein, and not with a view to the resale or distribution of
    all or any of the Post-split Shares;

	 	 	 
	 	(k) 	Decision
      to purchase:   the decision of the Subscriber to enter into this Agreement
      and to purchase Post-split Shares pursuant hereto has been based only on the
      representations of this Agreement.  It is not made on other information
      relating to the Company and not upon any oral representation as to fact or
      otherwise made by or on behalf of the Company or any other person.  The
      Subscriber agrees that the Company assumes no responsibility or liability of
      any nature whatsoever for the accuracy, adequacy or completeness of any
      business plan information which has been created based upon the Company’s
      management experience.  In particular, and without limiting the generality of
      the foregoing, the decision to subscribe for Post-split Shares has not been
    influenced by:





	 	 	(i) 	newspaper,
      magazine or other media articles or reports related to the Company or its
    business;

	 	 	 	 
	 	 	(ii)	promotional
      literature or other materials used by the Company for sales or marketing
    purposes; or

	 	 	 	 
	 	 	(iii)	any
      representations, oral or otherwise, that the Company will become a listed
      company, that any of the Securities will be repurchased or have any guaranteed future
      realizable value or that there is any certainty as to the success of the
    Company or the liquidity or value of any of the Securities;









	 	 (l) 	Advertisements:  
        the Subscriber acknowledges that the Subscriber has not purchased Post-split
Shares as a result of any 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;

	 	 	 
	 	(m) 	Information
      not received:   the Subscriber has not received, nor has the Subscriber
      requested, nor does the Subscriber have any need to receive, any offering
      memorandum or any other document (other than financial statements or any other
      document the content of which is prescribed by statute or regulation)
      describing the business and affairs of the Company which has been prepared for
      delivery to, and review by, prospective subscribers in order to assist them in
      making an investment decision in respect of the Post-split Shares, and the
      Subscriber has not become aware of any advertisement in printed media of
      general and regular paid circulation, radio or television with respect to the
    distribution of the Post-split Shares;

	 	 	 
	 	(n) 	Information
      received:   the Subscriber has had access to such additional information,
      if any, concerning the Company as the Subscriber has considered necessary in
      connection with the Subscriber’s investment decision to acquire the Post-split
    Shares;

	 	 	 
	 	(o)	Satisfaction
      with information received:   the Subscriber acknowledges that, to the
    Subscriber’s satisfaction:





	 	 	(i) 	the
      Subscriber has either had access to or has been furnished with sufficient
      information regarding the Company and the terms of this investment transaction
    to the Subscriber’s satisfaction;

	 	 	 	 
	 	 	(ii)	 the
      Subscriber has been provided the opportunity to ask questions concerning this
      investment transaction and the terms and conditions thereof and all such
    questions have been answered to the Subscriber’s satisfaction; and

	 	 	 	 
	 	 	(iii) 	the
      Subscriber has been given ready access to and an opportunity to review any
      information, oral or written, that the Subscriber has requested concurrent with
    or as a part of this Agreement;





	 	(p)	Economic
      risk:   the Subscriber has such knowledge and experience in financial and
      business affairs as to be capable of evaluating the merits and risks of the
      Subscriber’s investment in and to the Securities, and the Subscriber is able to
      bear the economic risk of a total loss of the Subscriber’s investment in and to
    any of the Securities;

	 	 	 
	 	(q) 	Speculative
      investment:   the Subscriber understands that an investment in the Securities is a speculative investment and that there is no
      guarantee of success of the Company’s management’s plans.  Management’s plans
      are an effort to apply present knowledge and experience to project a future
      course of action which is hoped will result in financial success employing the
      Company’s assets and with the present level of management’s skills and of those
      whom the Company will need to attract (which cannot be assured).  Additionally,
      all plans are capable of being frustrated by new or unrecognized or
      unappreciated present or future circumstances which can typically not be
    accurately, or at all, predicted;









	 	(r)  	Address:  
      the Subscriber is resident as set out on the last page of this Agreement as the
  “Subscriber’s Address”, and the address as set forth on the last page of this
    Agreement is the true and correct address of the Subscriber;

	 	 	 
	 	(s) 	Risk
      and resale restriction:   the Subscriber is aware of the risks and other
      characteristics of the Securities and of the fact that the Subscriber will not be able
      to resell the Securities except in accordance with the applicable securities
    legislation and regulatory policy;

	 	 	 
	 	 (t)	Representations
      as to resale:   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 of any of the Securities;

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

	 	 	 	 
	 	 	 (iv) 	that
      any of the
      Securities will be listed
      and posted for trading on any stock exchange, over-the-counter or bulletin
      board market, or that application has been made to list and post any of the Securities for trading on
    any stock exchange, over-the-counter or bulletin board market; and





	 	 	the
      Subscriber will not resell any of the Securities except
      in accordance with the provisions of applicable securities legislation and
      stock exchange, over-the-counter and/or
      bulletin board market
    rules;

	 	 	 
	 	(u) 	Reports
      and undertakings:   if required by applicable securities legislation,
      policy or order or by any securities commission, stock exchange or other
      regulatory authority, the Subscriber will execute
      and otherwise assist the Company in filing such reports, undertakings and other
      documents as may be reasonably required with respect to the issue of the
    Post-split Shares;

	 	 	 
	 	(v)	Resale
      restrictions:   the Subscriber has been independently advised as to the
      applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in
      which the Subscriber’s resides and confirms that no representation has been
      made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics
      of the Securities and of the fact that the Subscriber may not be able
      to resell the Securities except in accordance with the applicable securities
    legislation and regulatory policy;

	 	 	 
	 	(w) 	Age
      of majority:   the Subscriber, if an individual, has attained the age of
      majority and is legally competent to execute this Agreement and to take all
    actions required pursuant hereto;

	 	 	 
	 	(x) 	Authorization
      and formation of Subscriber:   the Subscriber, if a corporation,
      partnership, trust or other form of business entity, is authorized and
      otherwise duly qualified to purchase and hold the Securities, and such
      entity has not been formed for the specific purpose of acquiring Securities in this issue.  If the Subscriber is one of the
      aforementioned entities it hereby agrees that, upon request of the Company, it
      will supply the Company with any additional written information that may be
      requested by the Company.  In addition, the
      entering into of this Agreement and the transactions contemplated hereby will
      not result in the violation of any of the terms of and provisions of any law
      applicable to, or the constating documents, if a corporation, of, the
      Subscriber or of any agreement, written or oral, to which the Subscriber may be
    a party or by which the Subscriber may be bound;









	 	(y)	Legal
      obligation:   this Agreement has been duly and validly authorized, executed
      and delivered by and constitutes a legal, valid, binding and enforceable
    obligation of the Subscriber;

	 	 	 
	 	(z) 	Legal
      and tax consequences:   the
      Subscriber acknowledges that an investment in the Securities of the Company may have tax consequences to the
      Subscriber under applicable law, which the Subscriber is solely responsible for
      determining, and the Subscriber also acknowledges and agrees that the
    Subscriber is responsible for obtaining its own legal and tax advice;

	 	 	 
	 	(aa) 	Compliance
      with applicable laws:   the Subscriber knows of no reason (and is
      sufficiently knowledgeable to determine the same or has sought legal advice)
      why the delivery of this Agreement, the acceptance of it by the Company and the
      issuance of the Post-split Shares to the Subscriber will not comply with all
      applicable laws of the Subscriber’s jurisdiction of residence or domicile, and
      all other applicable laws, and the Subscriber has no reason to believe that the
      Subscriber’s subscription hereby will cause the Company to become subject to or
      required to comply with any disclosure, prospectus or reporting requirements or
      to be subject to any civil or regulatory review or proceeding.  In addition,
      the Subscriber will comply with all applicable securities laws and will assist
      the Company in all reasonable manner to comply with all applicable securities
    laws;

	 	 	 
	 	(ab)  	Encumbrance
      or transfer of Securities:   while the Company is a non-reporting company
      in Canada, the Subscriber will not sell, assign, gift, pledge or encumber in
      any manner whatsoever any of the Securities herein
      subscribed for in Canada without the prior written consent of the Company and
    in accordance with applicable securities legislation;

	 	 	 
	 	(ac)	Regulation
      S:   if
      the Subscriber is not a resident of the United States, the Subscriber further represents and warrants that the Subscriber
      was not specifically formed to acquire any of the Securities subscribed for
    in this Agreement in violation of the provisions of Regulation S;

	 	 	 
	 	(ad) 	Finders’
        fees:   the Subscriber has not
retained, employed or introduced any broker, finder or other person who would
be entitled to a brokerage commission or finder’s fee arising out of the
transactions contemplated hereby;

	 	 	 
	 	(ae) 	Additional
      Subscriber acknowledgements:   the Subscriber also acknowledges (on its own
      behalf and, if applicable, on behalf of those for whom the Subscriber is
    contracting hereunder) as set forth below:





	 	 	(i)	it
      has been furnished with all information, financial and otherwise, concerning
      the business, affairs and financial position of the Company necessary to make
      an informed decision to purchase the Post-split Shares and the Subscriber agrees that such
      information has not been furnished pursuant to any form of written material
      which is, or may be construed as, an offering memorandum as that term is
      defined in the securities legislation of any State of the United States, the
      securities legislation in the jurisdictions in which the Company is
      incorporated and conducts business and the securities legislation in the
      jurisdiction in which the Subscriber is resident (collectively, the “Applicable Securities Legislation” herein)
      as such legislation is from time to time amended, and the regulations and rules
    prescribed thereto;









	 	 	(ii) 	the
      issue of the Post-split Shares will be made pursuant to exemptions from the
      registration and prospectus requirements of the Applicable Securities
    Legislation and therefore:





	 	 	 	(A) 	the
      Subscriber may be restricted from using certain of the civil remedies available
      under such legislation and certain protections, rights and remedies provided in
      such legislation, including statutory rights of rescission or damages, may not
    be available to the Subscriber;

	 	 	 	 	 
	 	 	 	(B) 	the
      Subscriber may not receive information that might otherwise be required to be
    provided to the Subscriber under such legislation;

	 	 	 	 	 
	 	 	 	(C)  	 the
      Company may be relieved from certain obligations that would otherwise apply
    under such legislation;

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

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

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





	 	 	(iii)  	 no
      prospectus has been filed by the Company with any regulatory authority in
      connection with the issuance of the Securities and
      the Company has already issued or may issue Post-split Shares or shares for
      significantly lesser consideration per unit or share than is being paid by the
    Subscriber for Post-split Shares hereunder;

	 	 	 	 
	 	 	(iv) 	this
      subscription forms part of a larger Offering and is subject only to the
      Company’s Acceptance of this subscription Agreement and the Subscription Price
    therefore;

	 	 	 	 
	 	 	(v)	the
      sale and delivery of the Post-split Shares to the Subscriber or to any
      subscriber on whose behalf the Subscriber is contracting is conditional upon
      such sale being exempt from the requirement to file a prospectus or to prepare
      and deliver an offering memorandum under any applicable legislation relating to
      the sale of the Post-split Shares or upon the issuance of such orders, consents
      or approvals as may be required to permit such sale without the requirement of
    filing a prospectus or preparing and delivering an offering memorandum;

	 	 	 	 
	 	 	(vi)	the
      Company may be required to provide applicable securities regulatory authorities
      with a list setting forth the identities of the beneficial purchasers of the Post-split
      Shares and
      the Subscriber acknowledges and agrees that the Subscriber will provide, on
      request, particulars as to the identity of such beneficial purchasers as may be
    required by the Company in order to comply with the foregoing; and









	 	 	(vii)  	the
      Subscriber (or others for whom the Subscriber is contracting hereunder) has
      been advised to consult its own legal advisors with respect to the merits and
      risks of an investment in the Securities and with respect
      to applicable resale restrictions and the Subscriber (or others for whom the
      Subscriber is contracting hereunder) is solely responsible, and the Company is
    not in any way responsible, for compliance with applicable resale restrictions;





	 	(af) 	Additional
      Subscriber representations and warranties under Applicable Securities
      Legislation:   if
      the Subscriber is not a resident of the United States, the Subscriber
      further represents
      and warrants to the Company and acknowledges and agrees that the Company will
      also rely upon the following representations and warranties in determining
      whether or not to accept this subscription under all Applicable Securities
    Legislation:





	 	 	(i) 	the
      Subscriber is purchasing
      the Post-split Shares as principal for its own account, not for the benefit of
      any other person and not with a view to the resale or distribution of all or
      any of the Post-split Shares and, by signing and returning the attached
      Attachment “I” – “Subscriber’s Certificate”, certifies that it {please circle at least one of the following
    categories and complete the missing information as appropriate}:





	 	 	 	 (A) 	 is
      an “accredited investor” as defined in National Instrument 45-106 – Prospectus
    and Registration Exemptions (“NI 45-106”); or

	 	 	 	 	 
	 	 	 	 (B) 	is
      resident in an “International
        Jurisdiction” (being a jurisdiction outside of Canada and the United
    States) and:





	 	 	 	 	(I)	the
      Subscriber is knowledgeable of, or has been independently advised as to, the
      Applicable Securities Legislation of such International Jurisdiction which
    would apply to this Agreement;

	 	 	 	 	 	 
	 	 	 	 	(II)  	the Subscriber is purchasing the Post-split
      Shares pursuant to an applicable
      exemption from any prospectus, registration or similar requirements under the
      Applicable Securities Legislation of such International Jurisdiction, or, if
      such is not applicable, the Subscriber is permitted to purchase the Post-split
      Shares under the Applicable Securities
      Legislation of the International Jurisdiction without the need to rely on
    exemptions; and

	 	 	 	 	 	 
	 	 	 	 	(III)	the Applicable Securities Legislation of the
      International Jurisdiction do not require the Company to make any filings or
      seek any approvals of any kind whatsoever from any regulatory authority of any
    kind whatsoever in the International Jurisdiction;





	 	 	(ii)  	the Subscriber has not relied upon the Company or its
      directors and officers, or the Company’s Counsel or advisors, for investment,
      legal or tax advice, including advice with respect to the hold period and
      resale restrictions imposed upon the Securities by the securities legislation in the jurisdiction in which the
      Subscriber resides, and has, if desired, in all cases sought the advice of the
      Subscriber’s own personal investment advisor, legal counsel and tax advisors,
      and the Subscriber is either experienced in or knowledgeable with regard to the
      affairs of the Company or, either alone or with its professional advisors, is
      capable by reason of knowledge and experience in financial and business matters
      in general, and investments in particular, of evaluating the merits and risks
      of an investment in the Securities, and it is able to bear the economic risk of an investment
      in the Securities and can otherwise be reasonably assumed to have the
    capacity to protect its own interest in connection with the investment; and









	 	 	(iii)  	the Subscriber understands and acknowledges
      that the Company is not currently a reporting issuer or reporting
      company in every applicable jurisdiction and as a result the hold period to
      which the Securities are
      subject may be indefinite in certain jurisdictions in which the Securities are
      issued until the Company becomes a reporting issuer or reporting
      company in such jurisdiction.  The Subscriber further understands that the
      certificates representing the Securities will bear a legend describing the resale
      restrictions and the Subscriber agrees to comply with such resale restrictions;
    and





	 	(ag) 	Additional
      Subscriber covenants and agreements:   the Subscriber further covenants and
      agrees that
      the Company will also rely upon the following covenants and agreements in
      determining whether or not to accept this subscription under all Applicable
    Securities Legislation:





	 	 	(i) 	the
      Subscriber acknowledges and consents to the collection and retention by the
      Company of certain information, including personal information, regarding the
      Subscriber and the Subscriber’s subscription, including the Subscriber’s name, address,
      telephone number and e-mail address, the number of Securities purchased and any control persons of the
      Subscriber.  The Subscriber acknowledges and agrees that this information will
      be retained on the share register of the Company which may be available for
      inspection by the public.  The Subscriber further consents and agrees to the
      release of this information to the securities regulatory authorities as
    required by law and regulatory policies; and

	 	 	 	 
	 	 	(ii) 	 the
      Subscriber agrees that this Agreement will in no way restrict the Company from
      obtaining further funds through the sale of equity securities of the Company or
    otherwise.



3.5                   Company
Confidential Information.   The Subscriber acknowledges that
the Company is presently not actively engaged in any business, however, and
with proposed acquisition and merger with The Pulse Beverage Corporation,
proposes to be engaged in the manufacture, sale and distribution of the “Pulse”
brand of nutraceutical beverages.  The Subscriber recognizes the importance of
protecting the Company’s trade secrets, confidential information and other
proprietary information and related rights acquired through the Company’s
expenditure of time, effort and money.  Therefore, in consideration of the
Company permitting the Subscriber to submit this subscription and have access
to Company information and/or Company confidential information otherwise coming
to the Subscriber, the Subscriber agrees to be bound by the following terms and
conditions:






	 	(a)  	Definitions:  
        for all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise
requires, the following words and phrases shall have the following meanings:





	 	 	(i)  	“Confidential
Information” includes any of the following:




	 	 	 	(A)	any
      and all versions of the trade names, trade-mark, business plans, products,
      software, all Developments (as defined below) and all other matters owned or
    marketed by the Company;

	 	 	 	 	 
	 	 	 	(B) 	information
      regarding the Company’s business operation, methods and practices, including marketing
      strategies, product pricing, margins and hourly rates for staff and information
    regarding the financial affairs of the Company;

	 	 	 	 	 
	 	 	 	(C) 	 the
      names of the Company’s clients and the names of the suppliers to the Company,
      and the nature of the Company’s relationships with these clients and suppliers;
    and

	 	 	 	 	 
	 	 	 	(D) 	any
      other trade secret or confidential or proprietary information in the possession
    or control of the Company;





	 	 	 	 however,
      Confidential
      Information does not include information which is or becomes generally
    available to the public without the Subscriber’s fault; and

	 	 	 	 
	 	 	(ii) 	“Developments”
    include all the following related to the products or business of the Company:





	 	 	 	(A) 	 copyright
      works, software, documentation, data, designs, scripts, photographs, music, reports,
      flowcharts, trade-marks, specifications, source codes, product designs or
      formula and any related works, including any enhancements, modifications or
    additions to the products owned, marketed or used by the Company; and

	 	 	 	 	 
	 	 	 	(B) 	 inventions,
      devices, discoveries, concepts, ideas, algorithms, formulae, know-how,
    processes, techniques, systems and improvements, whether patentable or not;





	 	 	 	 developed,
      created, acquired, generated or reduced to practice by the Company or any
    person by or for the Company, including the Subscriber;





	 	(b)	Maintaining
      confidentiality:   at all times the Subscriber shall keep in
      strictest confidence and trust the Confidential Information.  The Subscriber
      shall take all necessary precautions against unauthorized disclosure of the Confidential
      Information, and, except as required by applicable law, judicial process or
      regulatory investigation, the Subscriber shall not, directly or indirectly
      disclose, allow access to, transmit or transfer the Confidential Information to
      a third party, nor shall the Subscriber use, copy or reproduce the Confidential
      Information except as may be reasonably required for the Subscriber with the
    permission of the Company;









	 	(c)  	Return
      of Confidential Information:   at the request of the Company the
      Subscriber shall immediately return to the Company all materials, including all
      copies in whatever form, containing the Confidential Information which are in
    the Subscriber’s possession or under the Subscriber’s control; and

	 	 	 
	 	(d)  	No
      rights to Confidential Information:   the Subscriber
      acknowledges and agrees that the Subscriber shall not acquire any right, title
      or interest in or to the Confidential Information.  Should any interest in the
      Confidential Information come into the possession of the Subscriber by any means,
      other than specific written transfer by the Company, the Subscriber hereby
      assigns and transfers, now and in the future, to the Company, and agrees that
      the Company shall be the exclusive owner of, all of the Subscriber’s right,
      title and interest to any such throughout the world, including all trade
      secrets, patent rights, copyrights and all other intellectual property rights
      therein.  The Subscriber further agrees to cooperate fully at all times with
      respect to signing further documents and doing such acts and other things
      required by the Company to confirm such transfer of ownership of rights.  The
      Subscriber agrees that the obligations in this section shall continue beyond
      the issue of any Securities hereunder, beyond the ownership of any Securities
      acquired hereunder and beyond the termination of the Subscriber’s employment,
      engagement or association with the Company, for a period of five years from the
    date that the Subscriber delivers this Agreement to the Company.



3.6                   Reliance
on Subscriber’s representations and warranties and indemnification.  
The Subscriber understands that the Company will rely on the representations
and warranties of the Subscriber herein in determining whether a sale of the
Post-split Shares to the Subscriber is in compliance with federal and
applicable state and provincial securities laws.  The Subscriber hereby agrees
to indemnify the Company and its affiliates and hold the Company and its
affiliates harmless from and against any and all liability, damage, cost or
expense (including reasonable attorney’s fees) incurred on account of or
arising out of: (i) any inaccuracy in the Subscriber’s acknowledgements,
representations or warranties set forth in this Agreement; (ii) the disposition
of any of the Securities which the Subscriber will receive, contrary to the
Subscriber’s acknowledgements, representations or warranties in this Agreement
or otherwise; (iii) any suit or proceeding based upon the claim that such
acknowledgments, representations or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Company or its
affiliates; and (iv) the Subscriber’s failure to fulfill any or all of the
Subscriber’s obligations herein.


3.7                   Change
in Subscriber’s representations and warranties.   All of the
information set forth hereinabove with respect to the Subscriber and including,
without limitation, the acknowledgements, representations and warranties set
forth hereinabove, is correct and complete as of the date hereof and, if there
should be any material change in such information prior to the acceptance of
this subscription Agreement by the Company, the Subscriber will immediately
furnish the revised or corrected information to the Company.


3.8                   The
Company’s representations and warranties.   The Company hereby
represents and warrants as follows and hereby acknowledges and agrees that the
Subscriber will rely on the following representations and warranties in
effecting the subscription contemplated hereby:

	 	(a)  	Organization
      and Qualification of the Company:   the Company is a corporation duly
      organized, validly existing and in good standing under the laws of the State of
      Nevada 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 condition (financial or otherwise) of the Company;









	 	(b) 	Authority:   the Company
      has the requisite corporate power and authority to execute and deliver this
      Agreement and to consummate the Offering and the other transactions
      contemplated hereby.  The execution and delivery of this Agreement by the
      Company and the consummation by the Company of the transactions contemplated
      hereby have been duly authorized by all necessary action on the party of the
    Company, and no further consent or action is required;

	 	 	 
	 	(c) 	Enforceability:   this
      Agreement has been duly executed and delivered by the Company and constitutes
      the valid and binding obligations of the Company enforceable against the
      Company in accordance with its 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) 	No
      Conflicts:  
      the execution, delivery and performance of this Agreement by the Company and
      the consummation of the Offering by the Company do not and will not conflict
      with or violate (i) any provision of the Articles of Incorporation or bylaws of
      the Company, as amended, or (ii) any judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to the Company, except where such
      conflict or violation would not have a material adverse effect on the business,
      operations or condition (financial or otherwise) of the Company.  No material
      consent, waiver, approval order or authorization of, or registration,
      declaration or filing with, any court, administrative agency or commission or
      other federal, state, county, local or foreign governmental authority,
      instrumentality, agency or commission or any third party, including a party to
      any material agreement with the Company, is required in connection with the
      execution, delivery and performance of this Agreement or the consummation of
    the Offering by the Company;

	 	 	 
	 	(e) 	The
      Shares:  
      The Post-split Shares been duly authorized, and when issued and paid for in
      accordance with this Agreement. The Post-split Shares have not been issued in
    violation of, and are not subject to, any preemptive or subscription rights;

	 	 	 
	 	(f)  	SEC
      Filings:  
      the Company has filed all reports required to be filed by it under the U.S. Act
      and under the United States Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), including pursuant to Section 13(a) or 15(d)
      thereof, for the 18 months preceding the date hereof (collectively, the “SEC
        Reports”) on a timely basis or has received a valid extension of such time
      of filing.  At the time they were filed, the SEC Reports complied in all
      material respects with the requirements of the U.S. Act and the Exchange Act
      and the rules and regulations promulgated thereunder.  At the time when they
      were filed, none of the SEC Reports contained 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.  The financial
      statements of the Company contained in the SEC Reports comply in all material
      respects with all applicable accounting requirements of the United States
      Securities and Exchange Commission (the “SEC”), were prepared in
      accordance with generally accepted accounting principles, and fairly present in
      all material respects the financial condition of the Company as of the dates
      thereof.  The number and type of all authorized, issued and outstanding shares
    of capital stock of the Company is as set forth in the SEC Reports; and









	 	(g) 	Absence
      of Certain Changes:  
      Since the date of the last audited financial statement contained in the SEC
      Reports, there has been no material adverse change and no material adverse
      development in the business, properties, operations, condition (financial or
      otherwise), or results of operations of the Company, except as disclosed in the
    SEC Reports.



Article 4


Omitted


Article 5
RESTRICTED SECURITIES AND REGISTRATION




5.1                   No
initial registration.   The
Subscriber acknowledges and understands that neither the sale of the
Post-split Shares which the Subscriber is
acquiring nor any of the Securities themselves have been registered under any Applicable
Securities Legislation and, furthermore, that the Securities must be held indefinitely
unless subsequently registered under Applicable Securities Legislation or an
exemption from such registration is available.


5.2                   Legending
of the Securities.   The Subscriber
also acknowledges and understands that the certificates representing the
Securities will be stamped with the
following legend (or substantially equivalent language) restricting transfer in
the following manner:


	 	“These securities have not been registered under
      the United States Securities Act of 1933, as amended, or the laws of any
      state, and are being issued pursuant to an exemption from registration
      pertaining to such securities and 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.  These securities may not be
      offered, sold, transferred, pledged or hypothecated in the absence of
      registration, or the availability of an exemption from such registration.  The
      stock transfer agent has been ordered to effectuate transfers only in
      accordance with the above instructions.”

      (or)

      “These securities have not been registered under
        the United States Securities Act of 1933, as amended (the “Act”), or the
        laws of any state, and are being issued in reliance upon Regulation S
        promulgated under the Act.  These securities may not be offered, sold,
        transferred, pledged or hypothecated in the absence of registration, the
        availability of an exemption from such registration or compliance with
        Regulation S.  The stock transfer agent has been ordered to effectuate
    transfers only in accordance with the above instructions.



                         The
Subscriber hereby consents to the Company making a notation on its records or
giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer
set forth and described hereinabove.


5.3                   Disposition
under Rule 144.   The Subscriber
also acknowledges and understands that:


	 	(a) 	 the
Securities are
restricted securities within the meaning of Rule 144 promulgated under the U.S.
Act;








	 	(b) 	 the exemption from registration under Rule
      144 will not be available in any event for at least one year from the date of
      purchase and payment of the Securities by the Subscriber, and even then will not be available unless (i)
      adequate information concerning the Company is then available to the public and
    (ii) other terms and conditions of Rule 144 are complied with; and

	 	 	 
	 	(c)  	any sale of the Securities may be made by the Subscriber
    only in limited amounts in accordance with such terms and conditions.



                        In this regard the Subscriber further
acknowledges and understands that, without in anyway limiting the
acknowledgements and understandings as set forth hereinabove, the Subscriber
agrees that the Subscriber shall in no event make any disposition of all or any
portion of the
Securities which the Subscriber is
acquiring hereunder unless and until:

	 	(a) 	 there is then in effect a “Registration
      Statement” under the U.S. Act covering such proposed disposition and such
    disposition is made in accordance with said Registration Statement; or

	 	 	 
	 	(b)	(i) the Subscriber shall have notified the
      Company of the proposed disposition and shall have furnished the Company with a
      detailed statement of the circumstances surrounding the proposed disposition,
      (ii) the Subscriber shall have furnished the Company with an opinion of the
      Subscriber’s own counsel to the effect that such disposition will not require
      registration of any such
      Securities under the
      U.S. Act and (iii) such opinion of the Subscriber’s counsel shall have been
      concurred in by counsel for the Company and the Company shall have advised the
    Subscriber of such concurrence.



Article 6
GENERAL PROVISIONS




6.1                   Address
for delivery.   Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be
sent by delivery (electronic or otherwise) or prepaid registered mail deposited
in a post office addressed to the Subscriber or the Company at the address
specified in this Agreement.  The date of receipt of such notice, demand or
other communication shall be the date of delivery thereof if delivered, or, if
given by registered mail as aforesaid, shall be deemed conclusively to be the
fifth calendar day after the same shall have been so mailed, except in the case
of interruption of postal services for any reason whatsoever, in which case the
date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee. Either party may at any
time and from time to time notify the other party in writing of a change of
address and the new address to which notice shall be given to it thereafter
until further change.


6.2                   Severability
and construction.  Each Article, section, sub-section, paragraph,
sub-paragraph, term and provision of this Agreement, and any portion thereof,
shall be considered severable, and if, for any reason, any portion of this
Agreement is determined to be invalid, contrary to or in conflict with any
applicable present or future law, rule or regulation, that ruling shall not
impair the operation of, or have any other effect upon, such other portions of
this Agreement as may remain otherwise intelligible (all of which shall remain
binding on the parties and continue to be given full force and agreement as of
the date upon which the ruling becomes final).






6.3                   Gender and
number.  
This Agreement is to be read with all
changes in gender or number as required by the context.


6.4                   Governing
law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada, U.S.A., and the federal laws of the
United States applicable therein.  Any dispute regarding matters as between the
Subscriber and the Company, whether as a subscriber or shareholder and whether
arising under this Agreement or pursuant to shareholder rights pursuant to the
constating documents of the Company or applicable law, shall be adjudicated in
the Courts of the State of Nevada, U.S.A., unless the Company shall permit
otherwise.


6.5                   Representation and costs.  
It is hereby acknowledged by each of the parties hereto that the Company’s
Counsel acts solely for the Company, and, correspondingly, that the Subscriber
has been required by each of the Company’s Counsel and the Company to obtain
independent legal advice with respect to the Subscriber’s review and execution
of this Agreement.   In addition, it is hereby further acknowledged and agreed
by the parties hereto that the Company’s Counsel, and certain or all of its
principal owners or associates, from time to time, may have both an economic or
shareholding interest in and to the Company and/or a fiduciary duty to the same
arising from either a directorship, officership or similar relationship arising
out of the request of the Company for certain of such persons to act in a
similar capacity while acting for the Company as counsel.  Correspondingly, and
even where, as a result of this Agreement, the consent of each party hereto to
the role and capacity of the Company’s Counsel and its principal owners and
associates, as the case may be, is deemed to have been received, where any
conflict or perceived conflict may arise, or be seen to arise, as a result of
any such capacity or representation, each party hereto acknowledges and agrees
to, once more, obtain independent legal advice in respect of any such conflict
or perceived conflict and, consequent thereon, the Company’s Counsel, together
with any such principal owners or associates, as the case may be, shall be at
liberty at any time to resign any such position if it or any party hereto is in
any way affected or uncomfortable with any such capacity or representation. 
The Company will bear and pay its and the Subscriber’s costs, legal and
otherwise, in connection with their respective preparation, review and
execution of this Agreement and the preparation, review, filing, and
maintenance of effectiveness of the Registrations Statement and, in particular,
that the costs involved in the preparation of this Agreement, and all
documentation necessarily incidental thereto, by the Company’s Counsel, shall
be at the cost of the Company.


6.6                   Survival
of representations and warranties.   The covenants, representations and
warranties contained herein shall survive the closing of the transactions
contemplated hereby.


6.7                   Counterparts.  
This Agreement may be signed by the parties hereto in as many counterparts as
may be necessary, each of which so signed shall be deemed to be an original,
and such counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the execution date
as set forth in this Agreement.  This Agreement may also be executed and exchanged
by facsimile and such facsimile copies shall be valid and enforceable
agreements.


6.8                   Entire Agreement and amendments.   This
Agreement constitutes the only agreement between the parties with respect to
the subject matter hereof and shall supersede any and all prior negotiations
and understandings.  There are no collateral agreements or understandings
hereto and this Agreement, and the documents contemplated herein, constitutes
the totality of the parties’ agreement.  This Agreement may be amended or
modified in any respect by written instrument only.






6.9                   Corrections.   The
Subscriber hereby authorizes the Company to correct any minor errors in,
or complete any minor information missing from, any of this Agreement and each
of Attachment “I” – “Subscriber’s Certificate” to this Agreement, which
may be required to be completed and executed by the Subscriber and delivered to
the Company in accordance with the terms and conditions of this Agreement.


6.10                 Successors and assigns.   The terms
and provisions of this Agreement shall be binding upon and enure to the benefit
of the Subscriber, the Company and their respective successors and lawfully
permitted assigns; provided that, except as herein provided, this Agreement
shall not be assignable by any party without the written consent of the other. 
Notwithstanding the foregoing proviso, the benefit and obligations of this
Agreement, insofar as they extend to or affect the Subscriber, shall pass with
any sale, assignment or transfer of any of the Post-split Shares, the Shares,
the Warrants or the Warrant Shares in accordance with the terms of this
Agreement.


                        IN WITNESS WHEREOF the parties hereto have hereunto set their respective
hands and seals in the presence of their duly authorized signatories effective
as at the dates as set forth in the Signature Page/Subscriber Statement at the
beginning of this Agreement.


End of $1.00 Post-split Private Placement Subscription
Agreement
__________