STOCK SUBSCRIPTION AGREEMENT


TO:      Console Marketing Inc., a Nevada state corporation

ADDRESS: Suite 202, 1166 Alberni Street
         Vancouver, British Columbia CANADA V6E 3Z3


1.   Share Subscription. The undersigned ("Subscriber") hereby agrees to
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     purchase __________________________________ (__________) shares of common
     stock, par value $_________, of Console Marketing Inc., a Nevada state
     corporation ("Company").

2.   Issuer Representations and Warranties. Issuer hereby represents and
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     warrants to Subscriber as follows:

     2.1  Organization, Good Standing and Qualification. The Issuer is a
          corporation duly organized, validly existing and in good standing
          under the laws of the State of Nevada.

     2.2  Valid Issuance of Common Stock. The Common Stock, when issued and
          delivered in accordance with the terms hereof for the consideration
          expressed herein, will be validly issued and outstanding, fully paid
          and non-assessable.

     2.3  Reporting Issuer. The Issuer is subject to the reporting requirements
          of the Securities Exchange Act of 1934 (the "34 Act").

     2.4  No Market Conditioning. The Issuer undertook no activity for the
          purpose of, or that could reasonably be expected to have the effect
          of, conditioning the market in the United States for the Common Stock.
          The Issuer did not place any advertisements in any publication
          referring to the offering of the Common Stock for sale.

3.   Subscriber Representations and Warranties. Subscriber hereby represents
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     and warrants to Issuer as follows:

      3.1   Authority of Subscriber. The Subscriber, if a corporation,
            partnership, trust, or any other entity than a natural person,
            represents that the subscription of the Common Stock referred to in
            this Agreement does not contravene its charter or other
            organizational documents or the laws of the country, state or
            province of its incorporation, formation or organization or of any
            other relevant jurisdiction. The Subscriber also represents that it
            has the necessary authorizations to that effect.

      3.2   Investment Experience. The Subscriber has such knowledge and
            experience in financial and business matters that it is capable of
            evaluating the merits and risks of the prospective investment in the
            Common Stock, which are substantial and has in fact evaluated such
            merits and risks in making its investment decision to purchase the


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            Common Stock. The Subscriber, by virtue of its business and
            financial expertise, has the capacity to protect its own interest in
            connection with this transaction, or has consulted with tax,
            financial, legal or business advisors as to the appropriateness of
            an investment in the Common Stock. The Subscriber has not been
            organized for the purpose of investing in the Common Stock, although
            such investment is consistent with its purposes.

      3.3   Accredited Investor. The Subscriber is (check applicable box):

            (a)[_]  a bank as defined in Section 3(a)(2) of the Securities Act
                    of 1933, as amended (the "Act"), or a savings and loan
                    association or other institution as defined in Section
                    3(a)(5)(A) of the Act acting in either an individual or
                    fiduciary capacity.

            (b)[_]  an insurance company as defined in Section 2(13) of the
                    Act.

            (c)[_]  an investment company registered under the Investment
                    Issuer Act of 1940 or a business development company as
                    defined in Section 2(a)(48) of that act.

            (d)[_]  a Small Business Investment Issuer licensed by the U.S.
                    Small Business Administration under Section 301(c) or (d) of
                    the Small Business Investment Act of 1958.

            (e)[_]  a plan established and maintained by a state, its
                    political subdivisions or any agency or instrumentality of a
                    state or its political subdivisions for the benefit of its
                    employees, if such plan has total assets in excess of
                    $5,000,000.

            (f)[_]  an employee benefit plan within the meaning of Title 1 of
                    the Employee Retirement Income Security Act of 1974, and the
                    investment decision is made by a plan fiduciary, as defined
                    in Section 3(21) of such Act, which is either a bank,
                    savings and loan association, insurance company or
                    registered investment advisor, or an employee benefit plan
                    having total assets in excess of $5,000,000 or, if a
                    self-directed plan, with investment decisions made solely by
                    persons who are Accredited Investors.

            (g)[_]  a private business development company as defined in
                    Section 202(a(22) of the investment Advisors Act of 1940.

            (h)[_]  an organization described in Section 501(c)(3) of the
                    Internal Revenue Code of 1986, a corporation, Massachusetts
                    or similar business trust, or a partnership not formed for
                    the specific purpose of acquiring the Common Stock, with
                    total assets in excess of $5,000,000.


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            (i)[_]  any trust with total assets in excess of $5,000,000 not
                    formed for the specific purpose of acquiring the Common
                    Stock, whose purchase is directed by a sophisticated person
                    who has such knowledge and experience in financial and
                    business matters that he is capable of evaluating the merits
                    and risks of the prospective investment.

            (j)[_]  a broker or dealer registered pursuant to Section 15 of
                    the Securities Exchange Act of 1934, as amended.

            (k)[_]  an individual (See Section 4.15(a) below)

            (l)[_]  none of the above (See Section 4.15(b) below)

     3.4    (a) Individual Subscriber. If the Subscriber is an individual, then
                the Subscriber (check an applicable box):

               [_]  is a director, executive officer or general partner of the
                    issuer of the Common Stock being offered or sold or a
                    director, executive officer or general partner of a general
                    partner of that issuer.

               [_]  has an individual net worth, or joint net worth with that
                    person's spouse, at the time of his purchase exceeding
                    $1,000,000.

               [_]  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.

               [_]  none of the above.

     3.5  No Distributor, Dealer or Underwriter. Subscriber is not a distributor
          or dealer of the Common Stock. Subscriber is not taking the Common
          Stock with the intent to make a distribution of the Common Stock, as
          such terms are defined in the Act and the '34 Act. In any event, if
          Subscriber is deemed to be the distributor of the Common Stock offered
          hereby, Subscriber will act in accordance with applicable law.

     3.6  Investment Intent. The Subscriber is acquiring the Common Stock for
          its own account and for investment purposes and not for sale or with a
          view to distribution of all or any part of such Common Stock and has
          no present plans to enter into any contract, undertaking, agreement or
          arrangement for such resale or distribution.

     3.7  No Immediate Need for Liquidity. The Subscriber understands that the
          Common Stock is a "restricted security" within the meaning of the Act,
          and certificates representing the Common Stock are legended with
          certain restrictions on the resale of the Common Stock and the Common
          Stock may not be resold without a valid exemption from registration
          under the Act, or until a registration statement is filed


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          with respect thereto under the Act. There can be no assurance that
          upon registration of the Common Stock pursuant to the Act, that a
          market for the Common Stock will exist on an exchange or market or
          quotation system. Accordingly, the Subscriber is aware that there are
          legal and practical limits on the Subscriber's ability to sell or
          dispose of the Common Stock, and, therefore that the Subscriber must
          bear the economic risk of the investment for an indefinite period of
          time. The Subscriber has adequate means of providing for the
          Subscriber's current needs and possible personal contingencies and has
          need for only limited liquidity of this investment. The Subscriber's
          commitment to illiquid investments is reasonable in relation to the
          Subscriber's net worth. The Subscriber is capable of bearing the high
          degree of economic risks and burdens of this investment, including but
          not limited to the possibility of complete loss of all its investment
          capital and the lack of a liquid market, such that it may not be able
          to liquidate readily the investment whenever desired or at the then
          current asking price.

     3.8  Exempt Subscription. The Subscriber understands that the Common Stock
          is being offered and sold in reliance on specific exemptions from the
          registration requirements of U.S. federal and state law and that the
          representations, warranties, agreements, acknowledgments and
          understandings set forth herein are being relied upon by the Issuer in
          determining the applicability of such exemptions and the suitability
          of the Subscriber to acquire such Common Stock.

     3.9  Authority of Signatory. The Subscriber has full power and authority to
          execute and deliver this Agreement and each other document included
          herein as an exhibit to this Agreement for which signature is
          required, and the person executing this Agreement on behalf of the
          subscribing individual, partnership, trust, estate, corporation or
          other entity executing this Agreement is a duly authorized signatory.
          If the signatory of this Agreement on behalf of the Subscriber is not
          the Subscriber or an authorized officer or partner of the Subscriber,
          the signatory represents and warrants to the Issuer that the signatory
          is a professional fiduciary of the Subscriber, acting solely in its
          capacity as holder of such account, as a fiduciary, executor or
          trustee.

     3.10 Private Transaction. At no time was the Subscriber presented with or
          solicited by any leaflet, public promotional meeting, circular,
          newspaper or magazine article, radio or television advertisement or
          any other form of general advertising.

     3.11 Reliance on Own Advisors. The Subscriber has relied completely on the
          advice of, or has consulted with, his own personal tax, investment,
          legal or other advisors and has not relied on the Issuer or any of its
          affiliates, officers, directors, attorneys, accountants or any
          affiliates of any thereof and each other person, if any, who controls
          any thereof, within the meaning of Section 15 of the Act, except to
          the extent such advisors shall be deemed to be as such.


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4.   Subscriber' Covenants and Acknowledgments. Subscribers makes the
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     following covenants and acknowledgments:

     4.1  Covenants of Subscriber. Subscriber shall not make any sale, transfer
          or other disposition of the Common Stock in violation of the Act or
          the '34 Act, or any other applicable securities laws, or the rules and
          regulations of the U.S. Securities and Exchange commission or of any
          securities authority of any jurisdiction in which the sale, transfer
          or disposition of all or any portion of the Common Stock unless and
          until (i) there is then in effect a Registration Statement under the
          Act covering such proposed sale, transfer or disposition and such
          disposition is made in accordance with such Registration Statement; or
          (ii) the sale, transfer or disposition is made pursuant to a valid
          exemption from the registration and prospectus delivery requirements
          of applicable securities laws.

     4.2  Acknowledgments of Subscriber. Subscriber acknowledges and understands
          as follows:

          4.2.1 Risks of Investment. The Subscriber recognizes that investment
                in the Issuer involves certain risks, including the potential
                loss of the Subscriber's investment herein, and the Subscriber
                has taken full cognizance of and understands all of the risk
                factors related to the purchase of the Common Stock.

          4.2.2 No Government Approval. No federal or state agency has passed
                upon the Common Stock or made any finding or determination as to
                the fairness of this transaction.

          4.2.3 Price. The Price of the Common Stock was determined by the
                Issuer and bears no relationship to the Issuer's assets, book
                value or results of operation.

          4.2.4 No Registration. The Common Stock and any component thereof has
                not been registered under the Act or any securities laws of any
                other jurisdiction by reason of exemptions from the registration
                requirements of the Act and such laws, and may not be sold,
                pledged, assigned or otherwise disposed of in the absence of an
                effective registration statement for the Common Stock and any
                component thereof under the Act or unless an exemption from such
                registration is available.

          4.2.5 No Assurances of Registration. There can be no absolute
                assurance that any registration statement will be filed with
                respect to the Common Stock or the Common Stock underlying the
                Common Stock, or if filed, that such registration statement will
                become effective. Therefore, unless an exemption from the
                registration requirements under applicable law is available, the
                Subscriber may be required to bear the economic risk of the
                Subscriber's investment for an indefinite period of time.


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          4.2.6 Legends. The certificates representing the Common Stock shall
                bear the following legend:

                THIS SECURITY HAS NOT BEEN REGISTERED WITH THE U.S. SECURITIES
                AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933,
                AS AMENDED (THE "ACT") OR ANY OTHER SECURITIES AUTHORITIES. IT
                IS BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION
                UNDER REGULATIONS PROMULGATED UNDER THE ACT. IT MAY NOT BE SOLD
                OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
                STATEMENT OR AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF
                THOSE SECURITIES LAWS.

                The Issuer may in its sole discretion place a "Blue Sky" legend
                on the certificates in accordance with U.S. State securities
                laws or as required by applicable securities laws.

5.   Regulation S. Issuer and Subscriber agree that Issuer, through its
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     transfer agent, shall refuse to register any transfer or attempted transfer
     of the Common Stock not made in accordance with the provisions of
     Regulation S of the Securities Act of 1933 (the "Act"), pursuant to
     registration under the Act, or pursuant to an available exemption from
     registration. The Subscriber agrees to resell the Common Stock only in
     accordance with the provisions of Regulation S of the Act, pursuant to
     registration under the Act, or pursuant to an available exemption from
     registration; and agrees not to engage in hedging transactions with regard
     to the Common Stock unless in compliance with the Act.

6.   Notices. Any notice required or permitted to be given under this
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     Subscription shall be deemed to have been given when sent by registered or
     certified mail, postage prepaid, addressed to the person to receive notice
     at the last address available in the records of the Company.

7.   Heirs and Successors Bound. Subscriber may not cancel, terminate or
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     revoke this Subscription. Subscriber executes this Subscription on behalf
     of Subscriber, Subscriber's spouse and the marital community composed of
     them. This Subscription shall bind and inure to the benefit of Subscriber's
     heirs, personal representatives and successors.

8.   Assignments. Subscriber may not assign or delegate any right or duty
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     under this Subscription without the written consent of the Company.

9.   Applicable Law And Jurisdiction.
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     9.1  This Agreement shall be governed by and construed in accordance with
          the laws of the State of Washington, without regard to conflicts of
          law principles.

          In the event of any dispute, controversy, claim or difference that
          should arise between the parties out of or relating to or in
          connection with this Agreement or the breach


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          thereof, the parties shall endeavor to settle such conflicts amicably
          among themselves. Should they fail to do so, the matter in dispute
          shall be settled by arbitration pursuant to the provisions of R.C.W.
          7.04. Procedurally, the arbitration will be conducted in conformity
          with Washington Mandatory Arbitration Rules 5.1 - 5.4. The parties
          shall select a single arbitrator within ten (10) days of the receipt
          of demand for arbitration. If the parties fail to appoint an
          arbitrator within the ten (10) day period, any party may make
          immediate application to the King County Superior Court for the
          appointment of an arbitrator. The arbitration hearing shall take place
          in Seattle, Washington, and shall commence within sixty (60) days of
          the appointment of an arbitrator. Any party which is determined in
          such arbitration to be the prevailing party shall be entitled to have
          its attorneys' fees and costs paid by the non-prevailing party.

IN WITNESS WHEREOF, the undersigned Subscriber has executed this Share
Subscription Agreement this _____ day of _______________, 20_____.


SUBSCRIBER:


<Insert Company Name>


---------------------------------
<Insert Name / Title>

ACCEPTANCE:

The foregoing subscription agreement and the consideration reflected therein are
hereby accepted.


<Insert Company Name>



---------------------------------
<Insert Name / Title>


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