Online Disruptive Technologies, Inc.: Exhibit 10.10 - Filed by newsfilecorp.com






(U.S. ACCREDITED SUBSCRIBERS ONLY)

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT SHARES

INSTRUCTIONS TO PURCHASER

THIS SUBSCRIPTION FORM is for use by United States
accredited investors.

	1. 	
      REVIEW the entire subscription form.

	 	 
	2. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	3. 	
      COMPLETE the U.S. Accredited Investor Status
      Certificate the begins on page 5 to this Subscription Agreement (the
      “Certificate”).

	 	 
	4. 	
      RETURN this Subscription Agreement together with
      the subscription proceeds paid by certified cheque or bank draft to Online
      Disruptive Technologies, Inc. 3120 S. Durango Dr. Suite 305, Las Vegas,
      Nevada 89117 Attention: Benjamin Cherniak. The subscription proceeds may
      also be wired to Online Disruptive Technologies, Inc. pursuant to wiring
      instructions that will be provided to the Subscriber upon
  request.

	 	 
	5. 	
      All other information must be filled in where
      appropriate.







This is Page 2 of 13 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the “Subscription Agreement”.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO:     Online Disruptive Technologies,
Inc. (the “Issuer”), of 3120 S. Durango Dr. Suite 305, Las Vegas, Nevada
89117.

Subject and pursuant to the terms set out in the Terms on pages
5 to 4, the General Provisions on pages 5 to 12, and the other schedules and
appendices attached which are hereby incorporated by reference, the undersigned
subscriber (“Subscriber”) hereby irrevocably subscribes for, and on
Closing will purchase from the Issuer, the following securities at the following
price:


	6,000,000 Common Shares of the Issuer (each,
      a “Share”) 
	 
	 US$0.001 per Share for a total purchase price of
      US$6,000 
	 
	 The Subscriber or the Beneficial Purchaser owns, directly
      or indirectly, the following securities of the Issuer: 5,000,000
  
	 
	 [Check if applicable] The Subscriber or the
      Beneficial Purchaser is [ ] an insider of the Issuer.




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

	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	  	 	Online Disruptive Technologies, Inc. 
	 Name to appear
      on certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	  	 	Online Disruptive Technologies, Inc. 
	 Account
      reference if applicable 	 	Contact
      name 
	 	 	 
	  	 	Benjie Cherniak 
	 Address 	 	Address
    
	 	 	 
			3120 S. Durango Drive, Suite 305, Las Vegas,
      Nevada, 89117 
	  	 	Telephone Number 702-579-7967 


EXECUTED by the Subscriber this ____ day of _______________,
2012. By executing this Subscription Agreement, the Subscriber certifies that
the Subscriber and any beneficial purchaser for whom the Subscriber is acting
are resident in the jurisdiction shown as the “Address of Subscriber” or
“Address of Beneficial Purchaser”, respectively. 

	                 
           EXECUTION BY SUBSCRIBER: 	 	DETAILS OF BENEFICIAL PURCHASER 
	 X 	 	(IF
      NOT THE SAME AS SUBSCRIBER) 
	 Signature of
      individual (if Subscriber is an individual) 	 	 
	 X 	 	 
	 Authorized
      signatory (if Subscriber is not an individual) 	 	Name of
      Beneficial Purchaser (please print) 
	 
    	 	 
	 Name of
      Subscriber (please print) 	 	Address
      of Beneficial Purchaser (residence) 
	 
    	 	 
	 Name of
      authorized signatory (please print) 	 	Telephone Number of Beneficial Purchaser 
	 
    	 	 
	 Address of
      Subscriber 	 	E-mail
      address of Beneficial Purchaser 
	 
    	 	 
	 Telephone
      Number of Subscriber 	 	Accepted this day of _______________, 2012 
	  	 	ONLINE DISRUPTIVE TECHNOLOGIES, INC. 
	 E-mail address
      of Subscriber 	 	Per:
  
	 
    	 	 
	 Social Security/Tax I.D. No. of Subscriber 	 	Authorized Signatory 


By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 3 to 4, the General Provisions on pages 5 to 12, and the
other schedules and appendices incorporated by reference. If funds are
delivered to the Issuer’s lawyers, they are authorized to immediately release
the funds to the Issuer.




Page 3 of 13

TERMS

	Reference date of this Subscription
      Agreement 	May 3, 2012 (the “Agreement Date”).
  


The Offering

	The Issuer 	Online Disruptive Technologies, Inc.
      (the “Issuer”). 
	  	  	  
	Issue Price 	US$0.001 per Share 
	  	  	  
	Offering 	There is no minimum or maximum
      offering. 
	  	  	  
	Cancellation 	If the Subscriber ceases employment
      with the Issuer either due to: 
	  	  	  
	  	• 	the Subscriber leaving the Issuer for any
      reason; or 
	  	  	  
		• 	the Issuer firing the Subscriber for either
      gross negligence or willful misconduct; 
	  	  	  
		then the Subscriber agrees to cancel
      Shares (the “Cancelled Shares”) as follows 
	  	  	  
		• 	if the Subscriber ceases employment with the
      Issuer within one year from the Closing Date, the Subscriber will cancel 3
      million Shares; 
	  	  	  
		• 	if the Subscriber ceases employment with the
      Issuer between one year from the Closing Date and two years from the
      Closing Date, the Subscriber will cancel 1.5 million Shares; and 
	  	  	  
		• 	if the Subscriber ceases employment with the
      Issuer between two years from the Closing Date and three years from the
      Closing Date, the Subscriber will cancel 500,000 Shares. 
	  	  	  
		The Subscriber will execute all
      documents necessary to return all of the Cancelled Shares to the treasury
      of the Issuer. 
	  	  	  
	Selling Jurisdictions 	The United States or offshore (the
      “Selling Jurisdictions”). 
	  	  	  
	Exemptions 	The offering will be made in
      accordance with the following exemptions: 
	  	  	  
		(a) 	the Accredited Investor exemption as provided
      by Regulation D promulgated under the 1933 Act; and 
	  	  	  
		(b) 	such other exemptions as may be available the
      securities laws of the Selling Jurisdictions. 
	  	  	  
	  	  	  
	Resale restrictions and legends 	The Subscriber acknowledges that any
      resale of any of the Shares 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 Shares
      have been registered under the 1933 Act or the securities laws of any
      state of the United States. The Securities may not 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. 
	  	  	  
		The Subscriber acknowledges that the
  certificates representing the Shares will bear the following legends:  
	  	  	  
		“THESE SECURITIES HAVE NOT BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
      AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS.” 







Page 4 of 13

		The Subscriber and any Beneficial Purchaser are
      advised to consult with their own legal counsel or advisors to determine
      the resale restrictions that may be applicable to them. 
	  	  
	Closing Date 	The completion of the sale and purchase of the
      Shares will take place in one or more closings, on a date or dates as
      agreed to by the Issuer and the Subscriber. Payment for, and delivery of
      the Shares, is scheduled to occur on or about May 8, 2012 unless the
      Closing Date is amended in the sole discretion of the President of the
      Issuer (the “Closing Date”) 


The Issuer

	Jurisdiction of organization 	The Issuer is incorporated under the laws of
      the State of Nevada. 
	  	  
	Commissions with Jurisdiction Over
      the Issuer 	The “Commissions with Jurisdiction Over the
      Issuer” is the SEC. 
	  	  
	Securities Legislation Applicable to
      the Issuer 	The “Securities Legislation Applicable to
      the Issuer” is the 1933 Act (as defined herein), U.S. Securities
      Exchange Act of 1934. 


End of Terms




Page 5 of 13

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

Capitalized terms not specifically defined in this certificate
have the meaning ascribed to them in the Subscription Agreement to which this
certificate is attached. In this certificate, dollar amounts are stated in U.S.
dollars.

The Subscriber hereby represents, warrants and certifies to the
Issuer, as an integral part of the attached Subscription Agreement, that he, she
or it is and at Closing will be correctly and in all respects described by the
category or categories set forth directly next to which the Subscriber has
marked below:

	[ ] (1) 	
      a natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the date of this certificate exceeds
      $1,000,000, excluding the value of the primary residence of such person(s)
      and the related amount of indebtedness secured by the primary residence up
      to its fair market value;

	 	 
	[ ] (2) 	
      a natural person who had an individual income in excess
      of $200,000 in each of the two most recent years or joint income with that
      person’s spouse in excess of $300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year;

	 	 
	[ ] (3) 	
      an organization described in Section 501(c)(3) of the
      Internal Revenue Code (United States), a corporation, a
      Massachusetts or similar business trust or partnership, not formed for the
      specific purpose of acquiring the Securities, with total assets in excess
      of $5,000,000;

	 	 
	[ ] (4) 	
      a director or executive officer of the Issuer,

	 	 
	[ ] (5) 	
      a trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; or

	 	 
	[ ] (6) 	
      an entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing
categories.




	 Dated _____________________________, 20____. 	
	 	X
  
	 	Signature of individual (if Subscriber is an
      individual) 
	 	 
	 	X
  
	 	Authorized signatory (if Subscriber is not an
      individual) 
	 	  
	 	Giora
      Davidovits 
	 	Name of Subscriber (please print) 
	 	  
	 	Name of authorized signatory (please print)
  






Page 6 of 13

GENERAL PROVISIONS

1.     DEFINITIONS

1.1     In the Subscription Agreement
(including the first (cover) page, the Terms on pages 3 to 5, the General
Provisions on pages 8 to 16 and the other schedules and appendices incorporated
by reference), the following words have the following meanings unless otherwise
indicated:

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

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 4) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Beneficial Purchaser” means a person for whom the
      Subscriber is acting in purchasing the Shares who will be the beneficial
      owner of the Securities within the meaning attributed to it by Rule 13d-3
      adopted by the SEC under the 1934 Act;

	 	 	 
	 	(d) 	
      “Closing” means the completion of the sale and
      purchase of the Shares;

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

	 	 	 
	 	(f) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer (as defined on page 4) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

	 	 	 
	 	(g) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 6 to 16;

	 	 	 
	 	(h) 	
      “Private Placement” means the offering of the
      Securities on the terms and conditions of this Subscription
    Agreement;

	 	 	 
	 	(i) 	
      “Securities” means the Shares as defined in the
      Terms;

	 	 	 
	 	(j) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 3 to 5, the General Provisions on pages 8 to 16
      and the other schedules and appendices incorporated by reference;
    and

	 	 	 
	 	(k) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to
5.



1.2     In the Subscription Agreement, the
following terms have the meanings defined in Regulation S of the 1933 Act
(“Regulation S”): “Directed Selling Efforts”, “Foreign
Issuer”, “Substantial U.S. Market Interest”, “U.S. Person” and
“United States”.

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

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




Page 7 of 13

2.     ACKNOWLEDGEMENTS,
REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

2.1     Acknowledgements concerning
Offering

The Subscriber acknowledges (on its own behalf and, if
applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is
contracting hereunder) that:

	 	(a) 	
      the Securities have not been registered under 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, 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 Legislation;

	 	 	 
	 	(b) 	
      the Issuer will refuse to register any transfer 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 Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer 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
      public information which has been filed by the Issuer with the U.S.
      Securities and Exchange Commission, or any business plan, corporate
      profile or any other document provided to the Subscriber;

	 	 	 
	 	(d) 	
      the books and records of the Issuer are 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);

	 	 	 
	 	(e) 	
      by execution hereof the Subscriber has waived the need
      for the Issuer to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription Agreement;

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

	 	 	 
	 	(g) 	
      the Subscriber shall indemnify and hold harmless the
      Issuer 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 representation or warranty of
      the Subscriber contained herein, the Certificate or in any other document
      furnished by the Subscriber to the Issuer 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
      Issuer in connection therewith;

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







Page 8 of 13

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

	 	 	 
	 	(j) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in shares of common stock of the Issuer
      on the Financial Industry Regulatory Authority’s OTC Bulletin
  Board;

	 	 	 
	 	(k) 	
      neither the Commissions or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

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

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

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



2.2     Representations by the
Subscriber

The Subscriber represents and warrants to (on its own behalf
and, if applicable, on behalf of the Beneficial Purchaser from whom the
Subscriber is contracting hereunder) the Issuer that, as at the Agreement Date
and at the Closing:

	 	(a) 	
      the Subscriber and any Beneficial Purchaser are U.S.
      Persons;

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

	 	 	 
	 	(c) 	
      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 an entity, it is duly
      incorporated or organized and validly subsisting under the laws of its
      jurisdiction of incorporation or organization 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;

	 	 	 
	 	(d) 	
      the Subscriber understands and acknowledges that the
      Securities have not been registered under the 1933 Act or any state
      securities laws and that the sale of the Shares contemplated hereby is
      being made to a limited number of U.S. Accredited Investors in
      transactions not requiring registration under the 1933 Act; accordingly
      the Securities are “restricted securities” within the meaning of Rule
      144(a)(3) under the 1933 Act;

	 	 	 
	 	(e) 	
      the Subscriber acknowledges that the Issuer has not
      registered the offer and sale to the Subscriber of the Securities under
      the 1933 Act and the Subscriber acknowledges that there may be substantial
      restrictions on the transferability of, and that it may not be possible to
      liquidate its investment readily in, the Shares;

	 	 	 
	 	(f) 	
      the Subscriber is a U.S. Accredited Investor and
      acknowledges that it is acquiring the Shares as an investment for its own
      account or for the account of a U.S. Accredited Investor as to which it
      exercises sole investment discretion and not with a view to any resale,
      distribution or other disposition of the Shares in violation of the federal or
      state securities laws of the United States and the Subscriber has
  concurrently executed and delivered the Certificate;








Page 9 of 13

	 	(g) 	
      the Subscriber will only offer, sell or otherwise
      transfer the Securities pursuant to an effective registration statement
      under the 1933 Act or pursuant to an exemption from the registration
      requirements imposed by the 1933 Act and in compliance with applicable
      state Securities Laws (and, in each case where there is no effective
      registration statement, only if an opinion of counsel of recognized
      standing reasonably satisfactory to the Issuer has been provided to the
      Issuer to that effect, if applicable);

	 	 	 
	 	(h) 	
      the Subscriber acknowledges and agrees that the
      Securities will be “restricted securities” within the meaning of Rule
      144(a)(3) under the 1933 Act and will remain “restricted securities”
      notwithstanding any resale within or outside the United States unless the
      sale is completed pursuant to an effective registration statement under
      the 1933 Act or is made in compliance with the exemption from registration
      provided by Rule 144 promulgated under the 1933 Act;

	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that there may be
      material tax consequences to it of an acquisition, holding or disposition
      of the Securities. The Issuer gives no opinion and makes no representation
      with respect to the tax consequences under United States, state, local or
      foreign tax law of the acquisition, holding or disposition of such
      securities, and the Subscriber acknowledges that it is solely responsible
      for determining the tax consequences of its investment;

	 	 	 
	 	(j) 	
      the Subscriber understands that none of the Shares may be
      sold or transferred in the United States or to a U.S. Person unless an
      exemption is available from the registration requirements of the 1933 Act
      and any other applicable Securities Laws;

	 	 	 
	 	(k) 	
      the Subscriber understands that if it decides to offer,
      sell, pledge or otherwise transfer the Shares, such securities may be
      offered, sold or otherwise transferred only: (A) to the Issuer; (B)
      pursuant to an effective registration statement under the 1933 Act, (C) in
      accordance with Rule 144 under the 1933 Act, if available, and in
      compliance with applicable state Securities Laws, (D) in accordance with
      the provisions of Regulation S, if available, or (E) in a transaction that
      does not otherwise require registration under the 1933 Act or any other
      applicable Securities Laws and in the case of an offer or sale pursuant to
      an exemption from the registration requirements of the 1933 Act, the
      Issuer may require, as a condition of granting its consent, a legal
      opinion of a firm reasonably acceptable to the Issuer confirming that the
      sale is not subject to the registration requirements of the 1933
    Act;

	 	 	 
	 	(l) 	
      the purchase of the Shares has not been made through or
      as a result of any general solicitation or general advertising (as such
      terms are defined in Rule 502(c) of Regulation D), any press release, or
      any seminar or meeting whose attendees have been invited by general
      solicitation or general advertising and the distribution of the Shares has
      not been accompanied by any advertisement, including, without limitation,
      in printed public media, radio, television or telecommunications,
      including electronic display or as part of a general
solicitation

	 	 	 
	 	(m) 	
      the Subscriber and any Beneficial Purchaser are aware
      that an investment in the Issuer is speculative and involves certain
      risks, including the possible loss of the investment;

	 	 	 
	 	(n) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities 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 Issuer and such decision is based entirely upon a
      review of any public information which has been filed by the Issuer with
      the U.S. Securities and Exchange Commission in compliance, or intended
      compliance, with applicable securities legislation;

	 	 	 
	 	(o) 	
      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;








Page 10 of 13

	 	(p) 	
      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;

	 	 	 	 
	 	(q) 	
      the Subscriber and any Beneficial Purchaser have 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 Issuer, and the Subscriber is providing evidence of
      such knowledge and experience in these matters through the information
      requested in the Certificate;

	 	 	 	 
	 	(r) 	
      the Subscriber understands and agrees that the Issuer and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations 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 Issuer;

	 	 	 	 
	 	(s) 	
      all information contained in the Certificate is complete
      and accurate and may be relied upon by the Issuer, and the Subscriber will
      notify the Issuer immediately of any material change in any such
      information occurring prior to the closing of the purchase of the
      Securities;

	 	 	 	 
	 	(t) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of common stock of the Issuer, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Securities;

	 	 	 	 
		(u) 	
      the Subscriber understands and agrees that none of the
      Securities have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U. S. Persons except in accordance with the
      provisions of Regulation S, 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 securities
      laws;

	 	 	 	 
	 	(v) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Issuer and has
      depended on the advice of its legal and financial advisors and agrees that
      the Issuer will not be responsible in any way whatsoever for the
      Subscriber’s decision to invest in the Securities of the Issuer;

	 	 	 	 
	 	(w) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the investor
      accounts for which the Subscriber acts as a fiduciary or agent satisfy the
      definition of an “Accredited Investor”, as the term is defined under
      Regulation D of the 1933 Act;

	 	 	 	 
	 	(x) 	
      if the Subscriber is acquiring the Securities 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;

	 	 	 	 
	 	(y) 	
      the Subscriber (and, if applicable, others for whom it is
      contracting hereunder) is not:

	 	 	 	 
	 		
      (i) 
	a licensed broker or dealer in the United States,
	 	 	 	 
	 		
      (ii) 
	an affiliate of a licensed broker or dealer in the
      United States,
	 	 	 	 
			
      (iii) 
	acting as an underwriter (as that term is defined in
      Section 2(11) of the 1933 Act) in respect of the Shares,
or







Page 11 of 13

			(iv) 	
      an affiliate of any person that is acting as an
      underwriter (as that term is defined in Section 2(11) of the 1933 Act) in
      respect of the Shares; and

	 	 	 	 
	 	(z) 	
      no person has made to the Subscriber or any Beneficial
      Purchaser 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;

	 	 	 	 
			(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 or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Issuer on any stock exchange or automated dealer quotation
  system.



2.3     Reliance, indemnity and
notification of changes

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 3 to 5, the
General Provisions on pages 8 to 14 and the other schedules and appendices
incorporated by reference) are made by the Subscriber with the intent that they
be relied upon by the Issuer in determining its suitability as a purchaser of
Securities, and the Subscriber hereby agrees to indemnify the Issuer against all
losses, claims, costs, expenses and damages or liabilities which any of them may
suffer or incur as a result of reliance thereon. The Subscriber undertakes to
notify the Issuer immediately of any change in any representation, warranty or
other information relating to the Subscriber set forth in the Subscription
Agreement (including the first (cover) page, the Terms on pages 3 to 5, the
General Provisions on pages 8 to 16 and the other schedules and appendices
incorporated by reference) which takes place prior to the Closing.

2.4     Survival of representations and
warranties

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

3.     ACKNOWLEDGEMENT AND
WAIVER

The Subscriber has acknowledged that the decision to acquire
the Securities was solely made on the basis of publicly available 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
Securities.

4.     COLLECTION OF PERSONAL
INFORMATION

4.1     The Subscriber acknowledges and
consents to the fact that the Issuer 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 Issuer to (a) stock exchanges or
securities regulatory authorities, (b) the Issuer’s registrar and transfer
agent, and (c) 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
Securities 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 Issuer in order to comply with the
foregoing.




Page 12 of 13

4.2     Furthermore, the Subscriber is
hereby notified that the Issuer may deliver to the SEC certain personal
information pertaining to the Subscriber, including such Subscriber’s full name,
residential address and telephone number, the number of shares or other
securities of the Issuer owned by the Subscriber, the number of Securities
purchased by the Subscriber and the total purchase price paid for such
Securities, the prospectus exemption relied on by the Issuer and the date of
distribution of the Securities.

5.     ISSUER’S
ACCEPTANCE

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

6.     CLOSING

6.1     On or before the end of the
business day before the Closing Date, the Subscriber shall deliver to the Issuer
or the Issuer’s lawyers the Subscription Agreement and all applicable schedules
and required forms, duly executed, and wire payment in full for the total price
of the Shares to be purchased by the Subscriber to the Issuer’s lawyers pursuant
to the wiring instruction provided by the Issuer or the Issuer’s lawyers. After
the funds are delivered to the Issuer’s lawyers, those lawyers are authorized to
immediately release the funds to the Issuer.

6.2     At Closing, the Issuer will deliver
to the Subscriber the certificates representing the Shares purchased by the
Subscriber registered in the name of the Subscriber or its nominee, or as
directed by the Subscriber.

6.3     Where the funds for the purchase of
the Shares are delivered to the Issuer’s lawyers, the Issuer is entitled to
treat such funds as an interest free loan to the Issuer until such time as the
subscription for the Shares is accepted and the certificates representing the
Shares have been issued to the Subscriber.

7.     LEGENDS

7.1     The Subscriber acknowledges that,
in addition to the other legends that may be required by Securities Laws, the
certificates representing the Shares will bear the following legend:

“THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.”

8.    
MISCELLANEOUS

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

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




Page 13 of 13

8.3     The Issuer will be entitled to rely
on delivery by facsimile machine or e-mail of an executed copy of this
Subscription Agreement, and acceptance by the Issuer of such facsimile or e-mail
copy shall be equally effective to create a valid and binding agreement between
the Subscriber and the Issuer in accordance with the terms hereof. If less than
a complete copy of this Subscription Agreement is delivered to the Issuer at
Closing, the Issuer and its counsel are entitled to assume that the Subscriber
accepts and agrees to all of the terms and conditions of the pages not delivered
at Closing unaltered. This Subscription Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same Subscription Agreement.

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

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

8.6     Time is of the essence of this
Subscription Agreement.

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

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

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

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

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

8.12    This Subscription Agreement will be
governed by and construed in accordance with the internal laws of State of
Nevada (without reference to its rules governing the choice or conflict of
laws).

End of General Provisions

End of Subscription Agreement