EXHIBIT 10.1

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

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

                         PRIVATE PLACEMENT SUBSCRIPTION
                            FOR NON U.S. SUBSCRIBERS

                            INDEPENDENCE ENERGY CORP.

                                PRIVATE PLACEMENT

                           INSTRUCTIONS TO SUBSCRIBER:

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

2.   DELIVER a copy of page 2 of this  Subscription  Agreement  to  INDEPENDENCE
     ENERGY CORP.
<PAGE>
                            INDEPENDENCE ENERGY CORP.
                                PRIVATE PLACEMENT


The Subscriber hereby  irrevocably  subscribes for, and on Closing will purchase
from the Company, the following  securities at a price of  US$__________________
per Share:

                           ___________________ Shares

   REGISTRATION INSTRUCTIONS:                 DELIVERY INSTRUCTIONS:

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

-----------------------------------  -----------------------------------------
Tax i.d./corporate i.d. #            Contact name

-----------------------------------  -----------------------------------------
Address                              Address

-----------------------------------  -----------------------------------------
                                     Telephone number

EXECUTED BY THE  SUBSCRIBER  THIS _______ DAY  OF__________________,  _____.  BY
EXECUTING THIS AGREEMENT,  THE SUBSCRIBER  CERTIFIES THAT THE SUBSCRIBER AND ANY
BENEFICIAL  PURCHASER  FOR WHOM THE  SUBSCRIBER  IS  ACTING IS  RESIDENT  IN THE
JURISDICTION  SHOWN AS THE  "ADDRESS  OF THE  SUBSCRIBER".  THE  ADDRESS  OF THE
SUBSCRIBER WILL BE ACCEPTED BY THE COMPANY AS A REPRESENTATIVE AS TO THE ADDRESS
OF RESIDENCY FOR THE SUBSCRIBER.

WITNESS:                             EXECUTION BY SUBSCRIBER:

                                     X
-----------------------------------  -----------------------------------------
Signature of witness                 Signature of individual (if Subscriber IS
                                     an individual)

                                     X
-----------------------------------  -----------------------------------------
Name of witness                      Authorized signatory (if Subscriber is
                                     NOT an individual)

-----------------------------------  -----------------------------------------
Address of witness                   Name of Subscriber (PLEASE PRINT)

-----------------------------------  -----------------------------------------
                                     Name of authorized signatory (PLEASE PRINT)

ACCEPTED this _______ day of ___________, _____.

                                     -----------------------------------------
INDEPENDENCE ENERGY CORP.            Address of Subscriber (residence)
Per:

-----------------------------------  -----------------------------------------
Authorized signatory                 Telephone number and e-mail address

By  signing   this   acceptance,   the  Company   agrees  to  be  bound  by  all
representations, warranties, covenants and agreements on pages 4-12 hereof.

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

                                       2
<PAGE>
THIS PRIVATE PLACEMENT  SUBSCRIPTION  AGREEMENT (THE  "SUBSCRIPTION  AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE  TRANSACTION  TO PERSONS WHO
ARE NOT U.S.  PERSONS (AS DEFINED  HEREIN)  PURSUANT TO  REGULATION  S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

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

                         PRIVATE PLACEMENT SUBSCRIPTION
                           (Non U.S. Subscribers Only)

TO:      INDEPENDENCE ENERGY CORP. (the "Company")

1. SUBSCRIPTION

1.1 The undersigned (the  "Subscriber")  hereby  irrevocably  subscribes for and
agrees to purchase  the number of common  shares of the  Company's  common stock
(the "Shares") as set out on page 2 of this Subscription Agreement at a price of
US$________________ per Share (such subscription and agreement to purchase being
the  "Subscription"),  for the total  subscription price as set out on page 2 of
this Subscription  Agreement (the "Subscription  Proceeds"),  which Subscription
Proceeds  are  tendered  herewith,  on  the  basis  of the  representations  and
warranties and subject to the terms and conditions set forth herein.

1.2 The Company hereby agrees to sell, on the basis of the  representations  and
warranties  and subject to the terms and  conditions  set forth  herein,  to the
Subscriber the Shares.  Subject to the terms hereof, the Subscription  Agreement
will be  effective  upon its  acceptance  by the Company.  This  offering is not
subject to any minimum or maximum offering.

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

2. PAYMENT

2.1 The Subscription Proceeds must accompany this Subscription Agreement.

2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription  Proceeds and any other documents  delivered in connection herewith
will be held by the  Company's  lawyers on behalf of the  Company.  In the event
that this  Subscription  Agreement  is not  accepted by the Company for whatever
reason within 60 days of the delivery of an executed  Subscription  Agreement by
the Subscriber,  this Subscription Agreement,  the Subscription Proceeds and any
other  documents  delivered  in  connection  herewith  will be  returned  to the
Subscriber at the address of the  Subscriber  as set forth in this  Subscription
Agreement without interest or deduction.

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

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<PAGE>
2.4 The  Subscriber  must  complete,  sign and return to the Company an executed
copy  of  this  Subscription   Agreement,   including  the  attached   completed
Questionnaire.

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

3. CLOSING

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

4. ACKNOWLEDGEMENTS OF SUBSCRIBER

4.1 The Subscriber acknowledges and agrees that:

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

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

(c)  the decision to execute this Subscription Agreement and purchase the Shares
     agreed  to be  purchased  hereunder  has not  been  based  upon any oral or
     written  representation as to fact or otherwise made by or on behalf of the
     Company  and such  decision is based  solely  upon a review of  information
     regarding  the  Company  provided  by the  Company to the  Subscriber  (the
     "Company Information");

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

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

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

                                       4
<PAGE>
(g)  the Company is entitled to rely on the  representations  and warranties and
     the statements and answers of the Subscriber contained in this Subscription
     Agreement and the  Subscriber  will hold harmless the Company from any loss
     or  damage  it may  suffer  as a  result  of the  Subscriber's  failure  to
     correctly complete this Subscription Agreement;

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

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

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

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

     (ii) applicable resale restrictions;

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

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

(m)  none of the  Shares  may be  offered  or sold to a U.S.  Person  or for the
     account or benefit of a U.S. Person (other than a distributor) prior to the
     end of the  expiration  of a period of one year after the date of  original
     issuance of the Shares;

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

(o)  none of the Shares are listed on any stock  exchange  or  automated  dealer
     quotation system and no representation has been made to the Subscriber that
     any of the Shares will  become  listed on any stock  exchange or  automated
     dealer quotation system;

                                       5
<PAGE>
(p)  neither the SEC nor any other securities  commission or similar  regulatory
     authority has reviewed or passed on the merits of any of the Shares;

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

(r)  there is no government or other insurance covering any of the Shares; and

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

5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

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

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

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

(c)  the  Subscriber is resident in the  jurisdiction  set out on page 2 of this
     Subscription Agreement;

(d)  the Subscriber:

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

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

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

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

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

          B.   any continuous  disclosure reporting obligation of the Company in
               the International Jurisdiction, and

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

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

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

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

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

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

(j)  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;

(k)  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;

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

(m)  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 Shares for an indefinite  period of
     time, and can afford the complete loss of such investment;

(n)  the Subscriber has the requisite  knowledge and experience in financial and
     business matters as to be capable of evaluating the merits and risks of the
     investment in the Shares and the Company,  and the  Subscriber is providing
     evidence  of  knowledge  and  experience  in  these  matters   through  the
     information requested herein;

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

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

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

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

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

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

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

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

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

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

     (iii) as to the future price or value of any of the Shares, or

     (iv) that any of the Shares  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  Shares of the
          Company on any stock exchange or automated  dealer  quotation  system;
          and

(w)  the Subscriber  acknowledges and agrees that the Company shall not consider
     the  Subscriber's   Subscription  for  acceptance  unless  the  undersigned
     provides to the Company,  along with an executed copy of this  Subscription
     Agreement and such other supporting  documentation  that the Company or its
     legal counsel may request to establish the Subscriber's  qualification as a
     qualified investor.

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

6. ACKNOWLEDGEMENT AND WAIVER

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

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

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

8. RESALE RESTRICTIONS

8.1 The Subscriber acknowledges that any resale of the 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.  None of the  Shares may be offered or sold in the
United States unless  registered in accordance with federal  securities laws and
all  applicable  state  securities  laws or  exemptions  from such  registration
requirements are available.

9. LEGENDING AND REGISTRATION OF SUBJECT SECURITIES

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

      THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN  OFFERED  IN  AN
      OFFSHORE  TRANSACTION  TO A PERSON  WHO IS NOT A U.S.  PERSON (AS
      DEFINED HEREIN)  PURSUANT TO 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.

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

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10. COLLECTION OF PERSONAL INFORMATION

10.1 The  Subscriber  acknowledges  and consents to the fact that the Company is
collecting the Subscriber's  personal  information for the purpose of fulfilling
this  Subscription  Agreement  and  completing  the Offering.  The  Subscriber's
personal  information (and, if applicable,  the personal information of those on
whose behalf the  Subscriber is  contracting  hereunder) may be disclosed by the
Company to (a) stock  exchanges or securities  regulatory  authorities,  (b) the
Company's registrar and transfer agent 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  Shares  as agent  on  behalf  of an  undisclosed
principal,  the Subscriber agrees to provide, on request,  particulars as to the
identity  of such  undisclosed  principal  as may be  required by the Company in
order to comply with the foregoing.

11. COSTS

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

12. GOVERNING LAW

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

13. SURVIVAL

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

14. ASSIGNMENT

14.1 This Subscription Agreement is not transferable or assignable.

15. SEVERABILITY

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

16. ENTIRE AGREEMENT

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

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17. NOTICES

17.1 All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the Subscriber  shall be directed to the
address on page 2 and  notices to the  Company  shall be  directed  to it at the
first page of this Subscription Agreement.

18. COUNTERPARTS AND ELECTRONIC MEANS

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

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