Online Disruptive Technologies, Inc.: Exhibit 10.9 - Filed by newsfilecorp.com






(NON-U.S. AND NON-CANADIAN SUBSCRIBERS ONLY)

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

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT SHARES

INSTRUCTIONS TO PURCHASER

THIS SUBSCRIPTION FORM is for use by non-US and
non-Canadian investors.

	1. 	
      REVIEW the entire subscription form.

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

	 	 
	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 11 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
3 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$6,000.00 
	 
	 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.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 11 


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 common share of the
      Issuer (each, a “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 Shares will be sold by the Issuer
      outside the United States and Canada (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:  
	  	  	 
		THE SECURITIES REPRESENTED HEREBY
      HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.
      PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE
      SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
      ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
      OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
      HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
      REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT
      BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND
      "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 11 



		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 extended 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





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 11 


GENERAL PROVISIONS

1.     DEFINITIONS

1.1     In the Subscription Agreement
(including the first (cover) page, the Terms on pages 3 to 4, the General
Provisions on pages 5 to 12 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 5 to 12;

	 	 	 
	 	(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 4, the General Provisions on pages 5 to 12,
      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
4.



1.2     In the Subscription Agreement, the
following terms have the meanings defined in Regulation S of the 1933 Act
(“Regulation S”): “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.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 11 


2.     ACKNOWLEDGEMENTS, REPRESENTATIONS
AND WARRANTIES OF SUBSCRIBER

2.1     Acknowledgements and Agreements
of Subscriber

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 decision to execute this Subscription Agreement and
      acquire 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
      Securities and Exchange Commission (the “SEC”) in compliance, or
      intended compliance, with applicable securities legislation;

	 	 	 	 
	 	(b) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer in connection with the distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Issuer;

	 	 	 	 
	 	(c) 	
      the books and records of the Issuer were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, the Subscriber’s lawyer
      and/or advisor(s);

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

	 	 	 	 
	 	(e) 	
      the Subscriber will indemnify and hold harmless the
      Issuer and, where applicable, its 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 in this Subscription Agreement or in any 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;

	 	 	 	 
	 	(f) 	
      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;

	 	 	 	 
	 	(g) 	
      none of the Securities are 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;

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

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

	 	 	 	 
	 		(ii) 	
      applicable resale
restrictions;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 11 



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

	 	 	 
	 	(j) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Issuer.



2.2     Representations, Warranties and
Covenants of the Subscriber

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

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

	 	 	 	 
	 	(b) 	
      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;

	 	 	 	 
	 	(c) 	
      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;

	 	 	 	 
	 	(d) 	
      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;

	 	 	 	 
		(e) 	
      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 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;

	 	 	 	 
	 	(f) 	
      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;

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

	 	 	 	 
	 	(h) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement;

	 	 	 	 
	 	(i) 	
      the Subscriber is a resident of an International
      Jurisdiction (which is defined herein to mean a country other than Canada
      or the United States) and the Subscriber on its own behalf and, if
      applicable on behalf of others for whom it is hereby acting
that:

	 	 	 	 
	 		
      (i) 
	the Subscriber is knowledgeable of, or has been
      independently advised as to, the
	 	 	 	 
	 			
      International Securities Laws (which is defined herein to
      mean, in respect of each and every offer or sale of Purchased Securities,
      any securities laws having application to the Purchaser and the purchase
      of the Securities other than the laws of Canada and the United States and
      all regulatory notices, orders, rules, regulations, policies and other
      instruments incidental thereto) which would apply to this subscription, if
      any;

	 	 	 	 
	 		(ii)	
       the Subscriber is purchasing the Securities
      pursuant to an applicable exemption from any prospectus, registration or
      similar requirements under the International Securities Laws of that
      International Jurisdiction, or, if such is not applicable, the Subscriber
      is permitted to purchase the Securities under the International Securities
      Laws of the International Jurisdiction without the need to rely on
      exemptions;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 11 



	 		(iii) 	
      the subscription by the Subscriber does not contravene
      any of the International Securities Laws applicable to the Subscriber and
      the Issuer and does not give rise to any obligation of the Issuer to
      prepare and file a prospectus or similar document or to register the
      Securities or to be registered with any governmental or regulatory
      authority;

	 	 	 	 
	 		(iv) 	
      the International Securities Laws do not require the
      Issuer to make any filings or seek any approvals of any kind whatsoever
      from any regulatory authority of any kind whatsoever in the International
      Jurisdiction; and

	 	 	 	 
	 		(v) 	
      the Securities are being acquired for investment purposes
      only and not with a view to resale and distribution, and the distribution
      of the Securities to the Subscriber by the Issuer complies with all
      International Securities Laws;

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

	 	 	 	 
	 	(k) 	
      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 and the
Issuer;

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

	 	 	 	 
	 	(m) 	
      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;

	 	 	 	 
	 	(n) 	
      the Subscriber (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Securities; and (iii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;

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

	 	 	 	 
	 	(p) 	
      the Subscriber understands and agrees that none of the
      Securities have been registered under any state securities or “blue sky”
      laws of any state of the United States;

	 	 	 	 
	 	(q) 	
      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;

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

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

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

	 	 	 	 
	 		(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.








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 11 


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 4, the
General Provisions on pages 5 to 12, 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 4, the
General Provisions on pages 5 to 12, 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.

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.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 11 


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:

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

8.     MISCELLANEOUS

7.1     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.

7.2     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 Private Placement.

7.3     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.

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

6.4     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.

7.5     Time is of the essence of this
Subscription Agreement.

7.6     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.





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


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

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

7.9     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.

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

7.11     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