Filed by Automated Filing Services Inc. (604) 609-0244 - Sonic Environmental Solutions Inc. - Exhibit 4.11





 UNIT SUBSCRIPTION AGREEMENT 

	 TO:  	 Sonic Environmental Solutions Inc. 
    	 AND:  	 Haywood Securities Inc.  
	  	 (the "Issuer")  	  	 (the "Agent")  
	  	 1778 West 2nd Avenue  	  	 Suite 2000, 400 Burrard Street  
	  	 Vancouver, BC V6J 1H6  	  	 Vancouver, BC V6C 3A6  
	  	 Phone: (604) 736-2552 Fax: (604) 736-2558 
    	  	 Phone: (604) 697-7100 Fax: (604) 697-7495  
	  	 E-mail: asumel@sesi.ca (Adam Sumel, CEO) 
    	  	 Attention: Ms. Elaine Anderson  
	  	 	 	 
	 RE:  	  Purchase of Cdn. $1.80 Units of the
      Issuer (each Unit a common share and one-half of one common share
      purchase warrant) pursuant to an offering of up to 4,400,000 Units 
    





REFERENCE DATE:              October
1, 2003 


Instructions to complete this Subscription for Units of the Issuer 




	 1.      	 Enter number of Units purchased, Name, Address and
        Sign below. Also disclose any Shares of the Issuer you already own, if
        any, where indicated on page 2 (this information is needed for the Exchange)
      

	 
	 2.      	 Complete the Registration or Delivery Instructions
        on page 2. 

	 
	 3.      	 Corporate Investors and Portfolio Managers much
        complete TSX Venture Exchange Registration Schedule A Form 1 Corporate
        Placee Registration Form, Form 4C. (If you have previously filed this
        form in connection with another transaction or issuer on the TSX Venture
        Exchange you need NOT complete another one.) 

	 
	 4.      	 If you are an Insider of the Issuer or "Pro Group"
        member (as defined), see page 2-3. 

	 
	 5.      	 Investors resident in British Columbia, Alberta,
        Saskatchewan, Manitoba, Prince Edward Island, Nova Scotia, Newfoundland
        and Labrador, the Northwest Territories, or Nunavut must complete Form
        2 - "Confirmation of Eligibility (Non-Ontario Residents)" (Schedule B).
      

	 
	 6.      	 Investors resident in Ontario must complete Form
        3 - "Confirmation of Eligibility (Ontario Residents)" (Schedule C). 

	 
	 7.      	 If you are a U.S. Person you must be "Accredited",
        please complete and sign the Schedule D Form 4 Certificate of U.S. Person".
      

	 
	 8.      	 Courier completed forms and subscription funds to
        the Agent, at the above address, Subscription funds may be wired or paid
        by certified cheque or bank draft payable to "Haywood Securities Inc.".
      





	

      __________________________________________________ 
 (Name of Investor - please print)  
 
 __________________________________________________
      
 (Signature of Investor)  
 
 __________________________________________________
      
 (Official Capacity or Title of Signatory, if Investor 
      
 is not an individual - please print)  
 
 __________________________________________________
      
 (Please print name of individual whose signature  

      appears above if different than the name of the  
 Investor
      printed above.)  
 
 
 __________________________________________________
      
 (Investor's Address)  
 
 __________________________________________________
      
 
 __________________________________________________ 
 Investor's
      Telephone Number and Fax Number)  
 
 __________________________________________________
      
 Investor's E-Mail Address  	  	 Number of
      Units:  ______________________ (at $1.80 each) 
      

      ________________________________________________ 
 
 Subscription Proceeds:  
 

      $______________________________  (No. of Units x $1.80) 
 Payable to: Haywood Securities
      Inc.  
 

      ________________________________________________ 
 
 
 If the Investor is signing as agent for a principal and
      is  
 not a trust company or a portfolio manager, in either 
      
 case, purchasing as trustee or agent for accounts fully 
      
 managed by it, complete the following and ensure that 
      
 Exhibit 1 or 2, as applicable, is completed on behalf of 
      
 such principal:  
 

      ________________________________________________ 

       (Name of Principal)  
 

      ________________________________________________ 

       (Principal's Address)  
 

      ________________________________________________

    











 - 2 - 

	 

      REGISTER the Units as set forth below:
 
 __________________________________________________
 Name 
      
 
 __________________________________________________
 Account
      reference, if applicable  
 
 __________________________________________________

      Address  
 
 __________________________________________________

      
 
 
 
 
 
 	  	 

      DELIVER the Units as set forth below:  
 

      __________________________________________________
 Name 
      
 
 __________________________________________________
 Account
      reference, if applicable  
 
 __________________________________________________

      Contact Name  
 
 __________________________________________________

      Address  
 
 __________________________________________________

      
 __________________________________________________
 Telephone
      Number  
 


 OTHER INFORMATION TO BE COMPLETED BY EACH INVESTOR

	 	 A.  	  	 Corporate Placee or Investment Portfolio
      Manager Registration Form (Schedule A)  
	 	  	  	 The Investor, if not an individual (i.e., a
      natural person), either [CHECK WHERE APPROPRIATE]:  
	 	  	 	 	 	 
	 	  	  	 has previously filed with the Exchange
      a Form 4C, Corporate Placee Registration Form, and represents and warrants
      that there has been no change to any of the information in the Corporate
      Placee Registration Form previously filed with the TSX Venture Exchange
      Inc. (the "Exchange") up to the date of this Agreement; or
	  
	  
	 	  	 	 	 	 
	 	  	  	 hereby delivers to the Issuer a
      completed Form 1 Form 4C, Corporate Placee Registration Form, in the form
      attached hereto as for filing with the Exchange; and  
	  
	 	  	 	 	 	 
	 	 B.  	  	 Present Ownership of Securities of the Issuer,
      if any  
	 	  	  	 The Investor either [CHECK APPROPRIATE ITEM]: 
    
	 	  	 	 	 	 
	 	  	  	 does not own directly or indirectly,
      or exercises control or direction over, any common shares in the capital
      stock of the Issuer or securities convertible into common shares in the
      capital stock of the Issuer (excluding the Units subscribed for herein);
      or
	  
	 	  	 	 	 	 
	 	  	  	 owns directly or indirectly, or
      exercises control or direction over,  _________________ common shares
      in the capital stock of the Issuer and convertible securities entitling
      the Investor to acquire an additional ___________________________ common
      shares in the capital stock of the Issuer (excluding the Units ___________________________
      subscribed for herein).
	  
	  
		 	 			  
	 	  	 	 	 	 
	 	 C.  	  	 Insider Status  
	 	  	  	 The Investor either [CHECK IF APPROPRIATE]: 
    
	 	  	 	 	 	 
	 	  	  	 is NOT an "Insider" of the Issuer as
      defined in the British Columbia Securities Act;  
	 	  	 	 	 	 
	 	  	  	 is an "Insider" of the
      Issuer as defined in the British Columbia Securities Act, namely: "Insider"
      means:  
	 	  	  	(a)	 a director or senior officer of the issuer; 
    
	 	  	  	(b)	 a director or senior officer of a person that
      is itself an insider or subsidiary of the issuer;  
	 	  	  	(c)	 a person that has  
	 	  	  	 	(i)     direct or indirect
      beneficial ownership of;  
	 	  	  	 	(ii)    control or direction over;
      or  








 - 3 - 

	 	 	 	 	 (iii)   a combination of direct or indirect
      beneficial ownership of and of control or direction over securities of the
      issuer carrying more than 10% of the voting rights attached to all the issuer's
      outstanding voting securities, excluding, for the purpose of the calculation
      of the percentage held, any securities held by the person as underwriter
      in the course of a distribution, or 
	 	 	 	 	 
	 	 	 	(d)         the
      issuer itself, if it has purchased, redeemed or otherwise acquired any securities
      of its own issue, for so long as it continues to hold those securities.
	 	 	 	 
	 	D. 	 	Member of "Pro Group" 

        The Investor either [CHECK IF APPROPRIATE]: 

	 	 	 	 
	 	 	 	is NOT a Member of the "Pro Group" as
      defined in the Rules of the Exchange 
	 	 	 	 
	 	 	 	 
	 	 	 	is a Member of the "Pro Group" generally
      a broker or registered dealer or one of its employees as defined in the
      Rules of the Exchange, namely: "Pro Group" means: 
	 
	 	 	 	 
	 	 	 	1.    Subject to subparagraphs
      (2), (3) and (4), "Pro Group" shall include, either individually or as a
      group: 
	 	 	 	 	(a) the member (i.e. a member of the Exchange under its requirements);
      

      (b) employees of the member;

      (c) partners, officers and directors of the member; 

      (d) affiliates of the member; and 

      (e) associates of any parties referred to in subparagraphs (1) through (4).
    
	 	 	 	2.    The Exchange may, in its discretion,
        include a person or party in the Pro Group for the purposes of a particular
        calculation where the Exchange determines that the person is not acting
        at arm's length of the member; 

       3.    The Exchange may, in its discretion, exclude a
        person from the Pro Group for the purposes of a particular calculation
        where the Exchange determines that the person is acting at arm's length
        of the member; 

       4.    The member may deem a person who would otherwise
        be included in the Pro Group pursuant to subparagraph (1) to be excluded
        from the Pro Group where the member determines that: (a) the person is
        an affiliate or associate of the member acting at arm's length of the
        member; (b) the associate or affiliate has a separate corporate and reporting
        structure; (c) there are sufficient controls on information flowing between
        the member and the associate or affiliate; and (e) the member maintains
        a list of such excluded persons. 

	 	 	 	 
	 	 	 	 
	ACCEPTANCE:  The Issuer hereby accepts
        the above subscription this ______ day of October, 2003. 

       SONIC ENVIRONMENTAL SOLUTIONS INC. 

	 	 
	Per: 	____________________________________
	 	Authorized Signatory 










 - 4 - 


Purchase of Cdn $1.80 Units Exempt from Prospectus Requirements

 1.                   
  Definitions

(a)                 
  "Accredited Investor" means generally a high net worth or high income
  person, specifically defined as: 

(i)                 
  an Investor resident in any one of the MI 45-103 Jurisdictions (defined below)
  who is an accredited investor as defined in Section 1.1 of Multilateral Instrument
  45-103 and set out in Category 3: Accredited Investor on Form 2 (see Schedule
  B); 

(ii)                
  an Investor resident in the Province of Ontario who is an accredited investor
  as defined in Ontario Securities Commission Rule 45-501 and set out on Form
  3 (see Schedule C); or 

(iii)               
  a U.S. Person who is an accredited investor as defined in Rule 501(a) of Regulation
  D (see Schedule D); 

(b)                 
  "Agency Agreement" means the agreement to be dated as of October 1, 2003
  between the Agent(s) and the Issuer and which will govern certain matters in
  connection with the Offering; 

(c)                 
  "Agent" means Haywood Securities Inc. and is deemed to include such additional
  registered dealers as subagents as Haywood may designate; 

(d)                 
  "Agent's Commission" means cash commission payable to the Agent(s) equal
  to 7.5% of the Offering Proceeds to be paid pursuant to the Agency Agreement;


(e)                 
  "Agent's Warrants" means warrants granted to the Agent to purchase a
  number of Shares of the Issuer equal to 10% of the number of Units sold under
  the Offering, exercisable at a price of $1.80 per Share for a two-year period
  from the Closing Date; 

(f)                 
  "Applicable Securities Laws" means the securities legislation having
  application and the rules, policies, notices and orders issued by applicable
  securities regulatory authorities, including the Exchange, having application
  over this Offering and the Issuer in the Principal Canadian Jurisdictions; 

(g)                 
  "Closing" means a completion of an issue and sale by the Issuer and the
  purchase by one or more Investors of Units pursuant to this form of Subscription
  Agreement on one or more Closing Dates.

(h)                 
  "Closing Date" means one or more days on which Closings shall occur and
  which are to be determined by the Agent and the Issuer following Exchange acceptance
  in principle of the Offering and which are expected to occur on or about October
  31, 2003. On each Closing Date the Shares and Warrants comprising the relevant
  number of Units will be issued and delivered to Investors or as they may individually
  direct; 

(i)                 
  "Contaminant" means any substance or material that is prohibited, controlled
  or regulated by any governmental authority, including without limitation, any
  contaminants, pollutants, petroleum, its derivatives, by-products or other hydrocarbons,
  dangerous substances or goods, asbestos, toxic or hazardous substances or materials,
  controlled products, wastes involving hazardous wastes and any other materials
  that are by their nature hazardous, either in fact or as defined in or pursuant
  to any Environmental Laws; 

(j)                 
  "Disclosure Documents" has the meaning set out at Section 11.1(i); 

(k)                 
  "Eligible Investor" means an Investor resident in 







 - 5 -

(i)                 British
  Columbia or Alberta who has completed and signed Form 2 - Confirmation of Eligibility
  (Non-Ontario Residents), or 

(ii)                
  Ontario who has complete and signed Form 3 - Confirmation of Eligibility (Ontario
  Residents) Accredited Investor Certificate, or 

(iii)                a
  U.S. Person who has completed and signed Form 4 - Certificate of U.S. Person;


(l)                 
  "Environmental Laws" means all applicable laws, rules, regulations, orders,
  policies, guidelines, notices, approvals and permits relating to environmental
  or occupational health and safety matters, in effect as at the date hereof,
  including, without limitation, those pertaining to reporting, licensing, permitting,
  investigation, remediation and clean-up in connection with any release or threat
  of release of a Contaminant or relating to the manufacture, processing, distribution,
  use, treatment, storage, disposal, transportation, handling and the like of
  a Contaminant; 

(m)                 "Exchange"
  means the TSX Venture Exchange; 

(n)                 "Exemptions"
  means the exemptions from the registration and prospectus or equivalent requirements
  under Applicable Securities Laws; 

(o)                 "Foreign
  Portfolio Manager" means a person who carries on business as a "portfolio
  manager" (within the meaning of that term under Applicable Securities Laws)
  in an International Jurisdiction and who purchases Units as an agent for fully
  managed accounts; 

(p)                 "fully
  managed" in relation to an account, means that the Investor has the discretion
  as to the account as contemplated by Applicable Securities Law; 

(q)                 "International
  Jurisdiction" means a country other than Canada or the United States; 

(r)                 "Investor"
  means the person or persons named as Investor on the face page of this Subscription
  Agreement and if more than one person is so named, means all of them jointly
  and severally; 

(s)                 "MI
  45-102" means Multilateral Instrument 45-102 - Resale of Securities one
  of the Applicable Securities Laws; 

(t)                 "MI
  45-103" means Multilateral Instrument 45-103 - Capital Raising Exemptions
  one of the Applicable Securities Laws; 

(u)                 "MI
  45-103 Jurisdictions" means British Columbia, Alberta, Manitoba, Saskatchewan,
  Prince Edward Island, Nova Scotia, Newfoundland and Labrador, the Northwest
  Territories and Nunavu;

(v)                 
  "material" means material in relation to the Issuer and any subsidiary
  considered on a consolidated basis; 

(w)                 "material
  change" means any change in the business, operations, assets, liabilities,
  ownership or capital of the Issuer and any subsidiary considered on a consolidated
  basis that would reasonably be expected to have a significant effect on the
  market price or value of the Issuer's securities; 

(x)                 "material
  fact" means any fact that significantly affects or would reasonably be expected
  to have a significant effect on the market price or value of the Issuer's securities;

(y)                 
  "misrepresentation" is as generally defined under Applicable Securities
  Laws"; 

(z)                 "Offering"
  means the offering of up to 4,400,000 Units of the Issuer by the Agent on a
  best efforts basis on the terms set forth in this Agreement. There is no minimum
  aggregate Offering; 







 - 6 -

(aa)                 "Offering
  Proceeds" means the gross proceeds through the sale of Units under the Offering;


(bb)                "Ontario
  Accredited Investor Exemption" means the exemption from registration and
  prospectus requirements found in Ontario Securities Commission Rule 45-501 one
  of the Applicable Securities Laws; 

(cc)                 "Portfolio
  Manager" means an adviser who manages the investment portfolio of clients
  through discretionary authority granted by one or more clients; 

(dd)               "Public
  Record" means information in the Disclosure Documents; 

(ee)                "Principal
  Canadian Jurisdictions" means jurisdictions referred to in MI 45-102; 

(ff)                 "Regulation
  D" means Regulation D under the U.S. Securities Act, one of the Applicable
  Securities Laws; 

(gg)               "Regulation
  S" means Regulation S under the U.S. Securities Act; 

(hh)               "Reporting
  Jurisdictions" means the Provinces of British Columbia and Alberta being
  the jurisdictions where the Issuer has continuous reporting obligations; 

(ii)                 "Schedules"
  means the schedules attached hereto comprising: 

	 	 	 (i)  	 A  	 Form 1 - Corporate Placee Registration Form;  
	 	 	 	 	 
	 	 	 (ii)  	 B  	 Form 2 - Confirmation of Eligibility (Non-Ontario Residents); 
    
	 	 	 	 	 
	 	 	 (iii)  	 C  	 Form 3 - Confirmation of Eligibility (Ontario Residents) Accredited
      Investor Certificate;  
	 	 	  	  	  
	 	 	 (iv)  	 D  	 Form 4 - Certificate of U.S. Person.  


(jj)                 "Securities"
  means the Shares, Warrants and Warrant Shares or any of them together; 

(kk)               "Share"
  means a common share without par value in the capital of the Issuer; 

(ll)                 "Subscription
  Agreement" means this subscription agreement between the Investor and the
  Issuer, including all Schedules incorporated by reference as it may be amended
  or supplemented from time to time; 

(mm)             "Subscription
  Proceeds" means the number of Units purchased by an Investor times $1.80;


(nn)               "Unit"
  is a reference to one Share and one-half of one Warrant sold together hereunder;

 (oo)               "U.S.
  Person" means a U.S. Person as defined in Regulation S; 

(pp)               "U.S.
  Securities Act" means the Securities Act of 1933, as amended, of
  the United States of America; 

(qq)               "Warrant"
  means one whole Share purchase warrant (i.e. requiring the purchase of two Units)
  and having the terms described in Section 3. 

(rr)                 "Warrant
  Share" is used to refer to the Share to be issued upon the exercise of a
  whole Warrant. 







 - 7 - 

 2.                   Prospectus
  Exempt Subscription Commitment 

 2.1                 The
  undersigned (the "Investor") hereby subscribes for and agrees to purchase from
  the Issuer, subject to the terms and conditions set forth herein, that number
  of Units of the Issuer set out on the face page of this Subscription Agreement
  at the price of Cdn.$1.80 per Unit. Subject to the terms hereof, this Subscription
  will be deemed to have been made and be effective only upon its acceptance by
  the Issuer. 

 3.                   Description
  of Units- Share and a half-Warrant 

 3.1                 Each
  Unit consists of one Share and one- half of one Warrant. 

 3.2                 Each
  whole Warrant will entitle the holder to purchase one Warrant Share for a 24-month
  period after the Closing Date at a price of $2.10 per Share. 

 3.3                 The
  Warrants to be issued to the Investor pursuant to this Agreement will be governed
  by the terms and conditions set out in the certificate representing the Warrants
  (the "Warrant Certificates") which will be delivered to the Investor at Closing.
  The Warrant Certificate will contain, among other things, provision for the
  appropriate adjustment in a class, number and exercise price of the Warrant
  Shares upon the occurrence of certain events, including any subdivision, consolidation
  or re-classification of the common shares of the Issuer or payments of stock
  dividends or upon the merger or re-organization of the Issuer. 

 4.                   Details
  of the Offering and Conditions 

 4.1                 The
  Issuer is offering up to 4,400,000 Units for aggregate gross proceeds of up
  to $7,920,000.

 4.2                 The
  completion of the Offering is subject to the following conditions (the "Closing
  Conditions"):

(a)                 that
  the Issuer will have received preliminary written acceptance of the Exchange
  for the Offering; and

(b)                 that
  all conditions to completion of the Offering stated to be in favour of the Agent
  which are contained in the Agency Agreement will have been met by the Issuer
  or waived by the Agent. 

 5.                   Annual
  Information Form - Multilateral Instrument 45-102 

 5.1                 The
  Issuer represents that it has filed an Annual Information Form ("AIF") in the
  Principal Canadian Jurisdictions under MI 45-102, and that it is now, and will
  be at the Closing Date, a Qualifying Issuer (as defined in MI 45-102) in the
  Principal Canadian Jurisdictions and therefore a four (4) month resale restricted
  period (from Closing) applies to the Securities and the certificates will bear
  a restrictive legend to this effect.

 6.                   General
  Subscription Matters 

 6.1                 The
  Offering is being made pursuant to exemptions (the "Exemptions") from the registration
  and prospectus requirements of Applicable Securities Laws. The Issuer will rely
  on the representations and warranties of the Investor contained in this Agreement
  to determine the applicability of available Exemptions. 

 6.2                 The
  Offering is not a public offering of securities. The Offering is not being made,
  and this Agreement does not constitute, an offer to sell or the solicitation
  of an offer to buy the Units, in any jurisdiction where, or to any person to
  whom, it is unlawful to make such offer or solicitation. 

 6.3                 Investors
  must complete and execute this Agreement and all applicable attachments hereto
  (please see the Instructions listed on the face page) and deliver them to the
  Agent with a certified cheque, money order or bank draft drawn on a Canadian
  chartered bank and made payable to the Issuer or in such other manner as the
  Agent may direct in the amount of the applicable subscription funds. 








 - 8 - 

 6.4                 This
  subscription will only be effective upon its acceptance by the Issuer. Subscriptions
  will only be accepted if the Issuer is satisfied that the Offering can lawfully
  be made in the jurisdiction of residence of the Investor pursuant to an available
  Exemption and that all Applicable Securities Laws have been and will be complied
  with in connection with the proposed sale of Units. 

 6.5                 The
  Issuer reserves the right to accept or reject any subscription in whole or in
  part. The Issuer will have no liability whatsoever to any Investor in the event
  of such rejection and the Agent will thereupon return the Investor's Subscription
  Proceeds. 

 7.                   Selling
  Agent(s) 

 7.1                 The
  Issuer has engaged Haywood Securities Inc. (the "Agent") as its agent to solicit
  offers to purchase the Units in accordance with applicable securities legislation.
  Pursuant to the terms of the Agency Agreement, the Issuer will pay the Agent
  a cash commission equal to 7.5% of the gross proceeds from the sale of the Units.
  In addition, the Issuer will issue to the Agent up to 440,000 share purchase
  warrants, each exercisable to acquire a common share of the Issuer for a period
  of two years from the Closing, at a price of $1.80 per share, and will pay
  the Agent's expenses in connection with the Offering to a maximum of $25,000.
  The Agent has the right to form a selling syndicate of other registered securities
  dealers to participate in the Offering on such terms as the Agent and subagents
  may agree. 

 8.                   Closing
  Matters 

 8.1                 Each
  Investor should deliver to the offices of the Agent noted on page 1 hereof,
  the aggregate Subscription Proceeds and the Subscription Agreement completed
  in accordance with the instructions on the face page hereof. For wiring instructions,
  contact the Agent.

 8.2                 On
  reasonable request by the Agent or the Issuer, the Investor agrees to complete
  and deliver any other documents, questionnaire, notices and undertakings as
  may possibly be required by regulatory authorities, stock exchanges and Applicable
  Securities Laws to complete the transactions contemplated by this Agreement.


 8.3                 Delivery
  and payment for the Units will be completed by the Issuer at its offices on
  the Closing Date being a date determined by the Issuer and the Agent (expected
  to be on or about October 31) and following written Exchange acceptance in principle
  of the Offering. At Closing, certificates representing the Shares and Warrants
  will be available against payment of funds representing the Subscription Proceeds
  to the Issuer and will thereupon be delivered to the Agent(s) on behalf of Investors.
  Each Investor hereby waives receiving any prior notice of Closing. 

 9.                   
  Investor's Acknowledgements - Regarding Risk, Restrictions, Independent
  Advice 

 9.1                 The
  Investor represents and warrants and acknowledges and agrees with (on its own
  behalf and, if applicable, on behalf of each beneficial purchaser for whom the
  Investor is contracting hereunder) the Issuer that:

(a)                 its
  decision to execute this Subscription 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 except as set out
  in the Public Record, and that its decision is based entirely upon its review
  of information about the Issuer in the Public Record; 

(b)                 no
  prospectus has been filed by the Issuer with any securities commission or similar
  authority in Canada or elsewhere, in connection with the issuance of the Securities,
  and the issuance and the sale of the Units is subject to such sale being exempt
  from the prospectus/registration requirements under Applicable Securities Laws
  and accordingly: 

(i)                 the
  Investor is restricted from using certain of the civil remedies available under
  such legislation; 







 - 9 -

(ii)                the
  Investor may not receive information that might otherwise be required to be
  provided to it under such legislation; and 

(iii)               the
  Issuer is relieved from certain obligations that would otherwise apply under
  such legislation; 

(c)                 the
  Investor (or others for whom the Investor is contracting hereunder) has been
  advised to consult its own legal advisors with respect to the merits and risks
  of an investment in the Securities and with respect to applicable resale restrictions
  and it (or others for whom it is contracting hereunder) is solely responsible
  (and the Issuer is in no way responsible) for compliance with applicable resale
  restrictions; 

(d)                 to
  the knowledge of the Investor, the sale of the Securities was not accompanied
  by any advertisement, however the Issuer will pay a finder's fee in connection
  with some subscriptions under the Offering; 

(e)                 the
  offer made by this Subscription is irrevocable (subject to the right of the
  Issuer to terminate this Subscription) and requires acceptance by the Issuer;

(f)                 this
  Subscription is not enforceable by the Investor unless it has been accepted
  by the Issuer and the Investor waives any requirement on the Issuer's behalf
  to immediately communicate its acceptance for this Subscription to the Investor;


(g)                 the
  Securities are speculative investments which involve a substantial degree of
  risk; 

(h)                 the
  Investor is sophisticated in financial investments, has had access to and has
  received all such information concerning the Issuer that the Investor has considered
  necessary in connection with the Investor's investment decision and the Investor
  will not receive an offering memorandum or similar disclosure document; 

(i)                 the
  Subscription Proceeds will be available to the Issuer on Closing and this subscription
  is not conditional on any other subscription completing; 

(j)                 no
  agency, governmental authority, regulatory body, stock exchange or other entity
  has made any finding or determination as to the merit for investment of, nor
  have any such agencies or governmental authorities made any recommendation or
  endorsement with respect to, the Securities; and 

(k)                 the
  Issuer will rely on the representations and warranties made herein or otherwise
  provided by the Investor to the Issuer in completing the sale and issue of the
  Units to the Investor. 

 10.                  Investors'
  Exemption Status: Accredited, Over $97,000 or International and General
  Exemption Matters 

 10.1                 The
  Investor, by its execution of this Subscription Agreement, hereby further represents,
  warrants to, and covenants with, the Issuer (which representations, warranties
  and covenants shall survive the Closing of the Offering) that:

(a)                 
  it is purchasing the Units as principal for its own account, it is purchasing
  such Units not for the benefit of any other person and not with a view to the
  resale or distribution of all or any of the Securities, it is resident in one
  of the MI 45-103 Jurisdictions and it: 

(i)                 is
  a director, senior officer or control person of the Issuer, or of an affiliate
  of the Issuer; or 

(ii)                is
  a spouse, parent, grandparent, brother, sister or child of a director, senior
  officer or control person of the Issuer, or of an affiliate of the Issuer; or








 - 10 -

(iii)               is
  a close personal friend of a director, senior officer or control person of the
  Issuer, or of an affiliate of the Issuer; or 

(iv)                is
  a close business associate of a director, senior officer or control person of
  the Issuer, or of an affiliate of the Issuer; or 

(v)                 is
  a founder of the Issuer or a spouse, parent, grandparent, brother, sister, child,
  close personal friend or close business associate of a founder of the Issuer;
  or 

(vi)                is
  a parent, grandparent, brother, sister or child of the spouse of a founder of
  the Issuer; or 

(vii)               is
  a person or company that is wholly-owned by, or a majority of its board of directors
  is comprised of, any combination of persons or companies described in §10.1(a)(i)
  to (vi); or 

(viii)              is
  a trust or estate of which all of the beneficiaries or a majority of the trustees
  are persons or companies described in §10.1(a)(i) to (vi); or 

(ix)                is
  an "accredited investor" as defined in MI 45-103; or 

(x)                 is
  an individual resident in British Columbia, Alberta, Saskatchewan or Manitoba
  and will have an aggregate acquisition cost for the Units of not less than $97,000;
  or 

(xi)                is
  resident in British Columbia, and is not an individual but is a corporation,
  partnership, trust, fund, association or any other organized group of persons
  that was not created solely, nor used primarily, to permit a group of individuals
  to purchase securities without a prospectus which will have an aggregate acquisition
  cost of purchasing the Units of not less than $97,000 or, if it is such
  an entity created solely or used primarily for such purpose, each of the individuals
  who form part of the group has contributed at least $97,000 to such entity
  for the purpose of purchasing the Units; or 

(xii)               is
  resident in Alberta and it is not an individual but is a corporation, syndicate,
  partnership or other form of unincorporated organization that pre-existed the
  offering of the Units and has a bona fide purpose other than investment in the
  Units which will have an aggregate acquisition cost of purchasing the Units
  of not less than $97,000 or, if created to permit such investment, the individual
  share of the aggregate acquisition cost for each participant is not less than
  $97,000; or 

(xiii)              is
  resident in British Columbia and is 

(A)               
  a trustee on behalf of a person referred to in subparagraph (I) herein; 

(B)                 an
  issuer, all of the voting securities of which are beneficiary owned by one or
  more persons referred to in subparagraph (I) herein; or 

(C)                 a
  "consultant", which is defined as meaning: 

(I)                 an
  individual, other than an employee or an executive of the Issuer, 

(1)                 that
  is engaged to provide on a bona fide basis consulting, technical, management
  or other services to the Issuer or to an affiliated entity of the Issuer, other
  than services provided in relation to a distribution, 

(2)                 that
  is neither a registrant nor provides to the Issuer or an affiliated entity of
  the Issuer services provided by a registrant or services that include investor
  relations activities, 







 - 11 -

(3)                 that
  provides the services under a written contract between (i) the Issuer or the
  affiliated entity and (ii) the individual or a "consultant company" of the individual
  consultant (being a company of which the individual consultant is an employee
  or shareholder) or a "consultant partnership" of the individual consultant (being
  a partnership of which the individual consultant is an employee or partner),
  and 

(4)                 that,
  in the reasonable opinion of the Issuer, spends or will spend a significant
  amount of time and attention on the affairs and the business of the Issuer or
  an affiliated entity of the Issuer; or 

(II)                 a
  "consultant company" or a "consultant partnership" (as defined in BCI45 -507)
  of a "consultant", or an RRSP or RRIF established by or for the "consultant"
  or under which the "consultant" is the beneficiary, 

and in each of 10.1(a)(v)(I) and (II), the participation
  of the consultant in the trade is voluntary; and 

(xiv)               has
  completed, signed and returned Form 2 - "Confirmation of Eligibility (Non-Ontario
  Residents)" to this Agreement; or 

(b)                 
  it is resident in British Columbia and is 

(i)                 an
  employee, senior officer or director or an employee, senior officer or director
  of an affiliate of the Issuer, and was not induced to purchase by expectation
  of employment or continued employment, 

(ii)                a
  trustee on behalf of a person referred to in subparagraph (i), or 

(iii)               an
  issuer all of the voting securities of which are beneficially owned by one or
  more of the persons referred to in subparagraph (i); or 

(c)                 it
  is a resident of Ontario, it is an "accredited investor" as defined in Rule
  45-501, and the Investor has certified same by marking the applicable boxes
  and signing and returning Form 3 - "Confirmation of Eligibility (Ontario Residents)";
  or 

(d)                 it
  is a resident of the United Kingdom and it complies with the provisions of §10.1(d)
  of this Subscription Agreement as if it were a resident of British Columbia
  and it is a person of the described in Article 11(3) of the Financial Services
  Act, 1986 (Investment Advertisements) (Exemptions) Order 1996, as
  amended, and is a person whose ordinary activities involve it in acquiring,
  holding, managing or disposing of investments (as principal or agent) for the
  purpose of its business; and 

(e)                 if
  it is a resident of any jurisdiction referred to in the preceding sections but
  not purchasing thereunder, it complies with the provisions above as if it were
  a resident of British Columbia and is purchasing pursuant to an exemption from
  prospectus and registration requirements (particulars of which are enclosed
  herewith) available to it under applicable securities legislation of the jurisdiction
  of its residence and shall deliver to the Issuer such further particulars of
  the exemption(s) and the Investor's qualifications thereunder as the Issuer
  may request; and 

(f)                 if
  the Investor is not purchasing the Units as principal for its own account and
  it, or any beneficial purchaser for which it is acting, is a resident of British
  Columbia, the Investor hereby represents, warrants and covenants to and with
  the Issuer that it is duly authorized to enter into this subscription and to
  execute all documentation in connection with the purchase on behalf of each
  beneficial purchaser, and: 

(i)                 it
  is a trust company or an insurer which has received a business authorization
  under the Financial Institutions Act (British Columbia) or is a trust
  company or an insurer authorized under 







 - 12 -

the laws of another province or territory of Canada
  to carry on such business in such province or territory, and the Investor is
  purchasing the Units as an agent or trustee for accounts that are fully managed
  by the Investor; or 

(ii)                it
  is an advisor who manages the investment portfolios of clients through discretionary
  authority granted by one or more clients and the Investor is registered as a
  portfolio manager under the Securities Act (British Columbia) or the
  laws of another province or territory of Canada, or the Investor is exempt from
  such registration, and the Investor is purchasing the Units as an agent for
  accounts that are fully managed by the Investor, 

and it (or if the Investor is purchasing for a disclosed
  principal, such principal) represents, warrants and covenants to and with the
  Issuer that it is eligible to purchase Units by virtue of satisfying one of
  the categories set out in §10.1(a) or of Schedule B; 

(g)                 if
  the Investor is not purchasing the Units as principal for its own account and
  it, or any beneficial purchaser for which it is acting, is a resident of Alberta,
  the Investor acknowledges that the Issuer is required by law to disclose to
  certain regulatory authorities, on a confidential basis, the identity of the
  beneficial purchaser of the Units for whom it is acting, and hereby represents,
  warrants and covenants to and with the Issuer that it is duly authorized to
  enter into this subscription and to execute all documentation in connection
  with the purchase on behalf of each beneficial purchaser, and: 

(i)                 it
  is trading for accounts fully managed by it and it is (i) a trust corporation
  trading as trustee or an agent, (ii) a portfolio manager trading as an agent,
  or (iii) a person or company trading as an agent that, except for an exemption
  under the Securities Act (Alberta) or the Rules thereunder, is required
  to be registered as a portfolio manager; or 

(ii)                it
  is acting as agent for one or more undisclosed principals, each of which principals
  is purchasing as principal for its own account, not for the benefit of any other
  person, and not with a view to the resale or distribution of all or any of the
  Units, 

(h)                 and
  it (or if the Investor is purchasing for a disclosed principal, such principal)
  represents, warrants and covenants to and with the Issuer that it is eligible
  to purchase Units by virtue of satisfying one of the categories set out in §10.1(a)
  or of Schedule B; 

 10.2                Investors
  Outside of Canada 

 If the Investor is resident in a jurisdiction outside of Canada
  it acknowledges that:

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

(b)                 there
  is no government or other insurance covering the Units; 

(c)                 there
  are risks associated with the purchase of the Units; 

(d)                 there
  are restrictions on the Investor's ability to resell the Securities and it is
  the responsibility of the Investor to determine what those restrictions are
  and to comply with them before selling the Securities; and 

(e)                 the
  Issuer has advised the Investor that the Issuer is relying on an exemption from
  the requirements to provide the Investor with a prospectus and to sell the Securities
  through a person registered to sell the Securities under Applicable Securities
  Laws and, as a consequence of acquiring securities pursuant to this exemption,
  certain protections, rights and remedies provided by Applicable Securities Laws,
  including statutory rights of rescission or damages, will not be available to
  the Investor. 

 10.3                
  Other General Representations Applicable to All Investors 








 - 13 -

(a)                 
  the Investor has no knowledge of a "material fact" or "material change", as
  those terms are defined in Applicable Securities Laws, in respect of the affairs
  of the Issuer that has not been generally disclosed to the public; 

(b)                 
  the Investor (and, if applicable, any beneficial purchaser for whom it is acting)
  is resident in the jurisdiction set out on the first page of this Subscription
  Agreement; 

(c)                 
  the Investor has the legal capacity and competence to enter into and execute
  this Subscription and to take all actions required pursuant hereto and, if the
  Investor 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
  of this Subscription Agreement on behalf of the Investor; 

(d)                 
  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 Investor or of any
  agreement, written or oral, to which the Investor may be a party or by which
  the Investor is or may be bound; 

(e)                 the
  Investor has duly and validly authorized, executed and delivered this Subscription
  Agreement and understands it is intended to constitute a valid and binding agreement
  of the Investor enforceable against the Investor; 

(f)                 
  in connection with the Investor's investment in the Units, the Investor has
  not relied upon the Issuer for investment, legal or tax advice, and has, in
  all cases sought the advice of the Investor's own personal investment advisor,
  legal counsel and tax advisers or has waived its rights to and the Investor
  is either experienced in or knowledgeable with regard to the affairs of the
  Issuer, or either alone or with its professional advisors is capable, by reason
  of knowledge and experience in financial and business matters in general, and
  investments in particular, of evaluating the merits and risks of an investment
  in the Units and is able to bear the economic risk of the investment and it
  can otherwise be reasonably assumed to have the capacity to protect its own
  interest in connection with the investment in the Units; 

(g)                 no
  person has made to the Investor any written or oral representations:

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

 (ii)                 
  that any person will refund the purchase price for the Units; 

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

(iv)                 
  that the Units will be listed and posted for trading on any stock exchange or
  that application has been made to list the common shares of the Issuer on any
  stock exchange; 

(h)                 
  if the Investor is resident of an International Jurisdiction (which is defined
  herein to mean a country other than Canada or the United States), then: 

(i)                 the
  Investor 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 Common Shares, any securities laws having application to the
  Investor and the Offering other than the laws of Canada and the U.S., and all
  regulatory notices, orders, rules, regulations, policies and other instruments
  incidental thereto) which would apply to this Agreement, if any; 

(ii)                
  the Investor is purchasing the Units 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 Investor is permitted to purchase the Units under the International Securities
  Laws of the International Jurisdiction without the need to rely on exemptions;








 - 14 -

(iii)               
  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 

(iv)                
  the Common Shares are being acquired for investment purposes only and not with
  a view to resale and distribution, and the distribution of the Units to the
  Investor by the Issuer complies with all International Securities Laws. 

(i)                 
  if it is resident in Ontario, it acknowledges that it must file a report on
  Form 45-501F2, together with the prescribed fee, with the Ontario Securities
  Commission within 10 days of each disposition of all or any part of the Common
  Shares. 

(j)                 
  UNLESS the Investor completes the certificate of U.S. Person included herein
  as Schedule D, Investor represents and warrants that: 

(i)                 the
  Securities are not being acquired, directly or indirectly, for the account or
  benefit of a U.S. Person or a person in the United States and the Investor does
  not have any agreement or understanding (either written or oral) with any U.S.
  Person or a person in the United States respecting: 

(A)                 
  the transfer or assignment of any rights or interests in any of the Securities;


(B)                 
  the division of profits, losses, fees, commissions, or any financial stake in
  connection with this Subscription; or 

(C)                 
  the voting of the Securities; and 

(ii)                
  the Investor has no intention to distribute either directly or indirectly any
  of the Securities in the United States or to U.S. Persons; and 

(iii)                the
  current structure of this transaction and all transactions and activities contemplated
  hereunder is not a scheme to avoid the registration requirements of the U.S.
  Securities Act; 

(k)                 
  IF the Investor has executed and delivered to the Issuer herewith the certifications
  set forth in the certificate of U.S. Person attached hereto as Schedule D, then
  the Investor represents and warrants that the information on Schedule D is correct
  and that: 

(i)                 
  the Investor is a "U.S. Person" (the definition of which includes, but is not
  limited to, a natural person resident in the United States and an estate or
  trust of which any executor or administrator or trustee, respectively, is a
  U.S. Person and any partnership or corporation organized or incorporated under
  the laws of the United States) and is not purchasing the Units for the account
  or benefit of any U.S. Person or for offering, resale or delivery for the account
  or benefit of any U.S. Person or for the account or benefit of any person in
  any jurisdiction other than the jurisdiction set out in the name and address
  of the Investor below; or 

(ii)                
  the Investor was outside the United States at the time of execution and delivery
  of this subscription agreement within the meaning of Regulation S; and 

(iii)               
  no offers to sell the Securities were made by any person to the Investor while
  the Investor was in the United States; 

(iv)                the
  Investor acknowledges that the Units have not been registered under the U.S.
  Securities Act, and may not be offered or sold in the United States or to a
  U.S. Person unless an exemption from such registration requirements is available.
  The Investor understands that the Issuer has no obligation or present intention
  of filing a registration statement under the U.S. Securities Act in respect
  of the Securities; 







 - 15 -

(v)                 the
  Investor will not engage in any directed selling efforts (as defined by Regulation
  S under the U.S. Securities Act) in the United States in respect of the Securities,
  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 the Securities; 

(vi)                
  the Investor acknowledges that any person who exercises a Warrant will be required
  to provide to the Issuer either: 

(A)                 written
  certification that it is not a U.S. Person and that such Warrant is not being
  exercised within the United States or on behalf of, or for the account or benefit
  of; a U.S. Person; or 

(B)                 a
  written opinion of counsel or other evidence satisfactory to the Issuer to the
  effect that the Warrants and the Warrant Shares have been registered under the
  U.S. Securities Act and applicable state securities laws or are exempt from
  registration thereunder; 

(l)                 the
  Investor will comply with Applicable Securities Laws and, for US Persons, Rule
  904 of Regulation S concerning the resale of the Securities and all related
  restrictions (and the Issuer is in any way responsible for such compliance)
  and shall speak and consult with its own legal advisors with respect to such
  compliance; 

(m)                 the
  Investor acknowledges and agrees that all costs and expenses incurred by the
  Investor (including any fees and disbursements of any special counsel or other
  advisors retained by the Investor) relating to the purchase of the Units shall
  be borne by the Investor; 

(n)                 if
  the Investor is resident of an International Jurisdiction (meaning herein a
  country other than Canada or the United States) then: 

(i)                 
  the Investor is knowledgeable of securities legislation having application or
  jurisdiction over the Investor and the Offering (other than the laws of Canada
  and the U.S.) which would apply to this subscription; 

(ii)                the
  Investor is purchasing the Units pursuant to exemptions from any prospectus,
  registration or similar requirements under the laws of that International Jurisdiction
  and or, if such is not applicable, the Investor is permitted to purchase the
  Investor's Units, and neither the Issuer nor the Agent have any filing obligations
  in the International Jurisdiction; 

(iii)               
  no laws in the International Jurisdiction 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 

(iv)                the
  Units are being acquired for investment only and not with a view to resale and
  distribution within the International Jurisdiction. 

 11.                  The
  Issuer's Representations 

 11.1                 The
  Issuer represents and warrants to the Investor that, as of the date of this
  Subscription and at Closing hereunder:

(a)                 the
  Issuer and its subsidiaries are valid and subsisting corporations duly incorporated
  and in good standing under the laws of the jurisdictions in which they are incorporated,
  continued or amalgamated; 

(b)                 
  the Issuer has complied, or will comply, with all applicable corporate and securities
  laws and regulations in connection with the offer, sale and issuance of the
  Securities, and in connection therewith has 







 - 16 -

not engaged in any "direct selling efforts," as such
  term is defined in Regulation S, or any "general solicitation or general advertising"
  as described in Regulation D; 

(c)                 the
  Issuer and its subsidiaries are the beneficial owners of the business and assets
  or the interests in the business or assets referred to in its Public Record
  and except as disclosed therein, all agreements by which the Issuer or its subsidiaries
  holds an interest in a property, business or asset are in good standing according
  to their terms, and the properties are in good standing under the applicable
  laws of the jurisdictions in which they are situated;

(d)                 
  the financial statements comprised in the Public Record accurately reflect the
  financial position of the Issuer as at the date thereof, and no adverse material
  changes in the financial position of the Issuer have taken place since the date
  of the Issuer's last financial statements except as filed in the Public Record;

(e)                 
  the creation, issuance and sale of the Shares ,Warrants and Warrant Shares by
  the Issuer does not and will not conflict with and does not and will not result
  in a breach of any of the terms, conditions or provisions of its constating
  documents or any agreement or instrument to which the Issuer is a party; 

(f)                 the
  Securities will, at the time of issue, be duly allotted, validly issued, fully
  paid and non-assessable and will be free of all liens, charges and encumbrances
  and the Issuer will reserve sufficient shares in the treasury of the Issuer
  to enable it to issue the Shares and Warrant Shares; 

(g)                 there
  shall not be any consents, approvals, authorizations, orders or agreements of
  any stock exchanges, securities commissions or similar authorities in Canada,
  governmental agencies or regulators, courts or any other persons which may be
  required for the issuance of the Securities not obtained and not in effect on
  the Closing Date; 

(h)                 
  the Shares of the Issuer are listed and posted for trading only on the Exchange,
  and as of the Closing Date the Shares comprising the Units and the Warrant Shares
  will have been approved for listing on the Exchange; 

(i)                 the
  Issuer has filed all forms, reports, documents and information required to be
  filed by it, whether pursuant to the Applicable Securities Laws or otherwise,
  with the Exchange (or one of its predecessors) or the securities commissions
  or similar regulatory authorities in the Offering Jurisdictions (the "Disclosure
  Documents"). As of the time the Disclosure Documents were filed with the applicable
  securities regulators and on SEDAR (System for Electronic Document Analysis
  and Retrieval) (or, if amended or superseded by a filing prior to the date of
  this Agreement, then on the date of such filing): (i) each of the Disclosure
  Documents complied in all material respects with the requirements of the applicable
  securities laws; and (ii) none of the Disclosure Documents contained any untrue
  statement of a material fact or omitted to state a material fact required to
  be stated therein or necessary in order to make the statements therein, in the
  light of the circumstances under which they were made, not misleading; 

(j)                 this
  Subscription when accepted has been duly authorized by all necessary corporate
  action on the part of the Issuer and, subject to acceptance by the Issuer, constitutes
  a valid obligation of the Issuer legally binding upon it and enforceable in
  accordance with its terms; 

(k)                 
  neither the Issuer nor any of its subsidiaries is a party to any actions, suits
  or proceedings which could materially affect its business or financial condition,
  and to the best of the Issuer's knowledge no such actions, suits or proceedings
  have been threatened as at the date hereof, except as disclosed in the Public
  Record; 

(l)                 the
  business and properties of the Issuer are to the best of its knowledge after
  due enquiry, in compliance in all material respects with all Environmental Laws,
  and there are no facts known after due enquiry by the Company which could give
  rise to a notice of non-compliance with any Environmental Laws;

(m)                 
  there are, to the best of the knowledge of the Issuer after due enquiry, no
  existing claims, demands, damages, expenses, suits, proceedings, actions, negotiations,
  or causes of action of any nature 







 - 17 -

whatsoever, whether threatened or pending, arising out
  of the presence on any property in respect of which the Issuer or any subsidiary
  has an interest, either past or present, of any Contaminant, or out of any past
  or present activity conducted on any such property, involving any Contaminant
  or any violation of any Environmental Law; 

(n)                 
  no order ceasing or suspending trading in the securities of the Issuer nor prohibiting
  sale of such securities has been issued to the Issuer or its directors, officers
  or promoters and to the best of the Issuer's knowledge no investigations or
  proceedings for such purposes are pending or threatened; and 

(o)                 except
  as set out in the Public Record or herein, no person has any right, agreement
  or option, present or future, contingent or absolute, or any right capable of
  becoming a right, agreement or option for the issue or allotment of any unissued
  common shares of the Issuer or any other security convertible or exchangeable
  for any such shares or to require the Issuer to purchase, redeem or otherwise
  acquire any of the issued or outstanding shares of the Issuer. 

 12.                  Covenants
  of the Issuer 

 12.1                 The
  Issuer hereby covenants with each Investor that it will:

(a)                 offer,
  sell, issue and deliver the Securities pursuant to exemptions from the prospectus
  filing, registration or qualification requirements of Applicable Securities
  Laws and otherwise fulfil all legal requirements required to be fulfilled by
  the Issuer (including without limitation, compliance with all Applicable Securities
  Laws of the Principal Canadian Jurisdictions) in connection with the Offering;

(b)                 use
  its best efforts to maintain its status as a "reporting issuer" not in default
  in the Reporting Jurisdictions; 

(c)                 within
  the required time, file with the Exchange any documents, reports and information,
  in the required form, required to be filed by Applicable Securities Laws in
  connection with the Offering, together with any applicable filing fees and other
  materials; and 

(d)                 the
  Issuer will use reasonable commercial efforts to satisfy as expeditiously as
  possible any conditions of the Exchange required to be satisfied prior to the
  Exchange's acceptance of the Issuer's notice of the Offering. 

 13.                  Resale
  Restrictions and Legending of Securities 

 13.1                 The
  Investor acknowledges that any resale of the Securities will be subject to resale
  restrictions contained in the Applicable Securities Laws applicable to the Issuer,
  the Investor or any proposed transferee. Investors with a Canadian or international
  address will receive a certificate bearing the following legend imprinted thereof:



  
     "Unless permitted under securities legislation, the holder
      of the securities shall not trade the securities before four months and
      a day from the Closing Date. 

     Without prior written approval of the Exchange and compliance
      with all applicable securities legislation, the securities represented by
      this certificate may not be sold, transferred, hypothecated or otherwise
      traded on or through the facilities of the Exchange or otherwise in Canada
      or to or for the benefit of a Canadian resident until [four months and a
      day from the Closing Date.]"

  



 13.2                 Investors
  who are U.S Persons or with an address in the U.S. who execute this Agreement
  in the United States (which the Issuer will presume absent other evidence) will
  receive a certificate bearing the following legend imprinted thereon: 


  
     "The securities represented hereby have not been and will
      not be registered under the United States Securities Act of 1933, as amended
      (the "U.S. Securities Act"). The holder hereof, by 

  









 - 18 - 


  
     purchasing such securities, agrees for the benefit of
      the Issuer that such securities may be offered, sold, pledged or otherwise
      transferred only (a) to the Issuer, (b) outside the United States in accordance
      with Rule 904 of Regulation S under the U.S. Securities Act if applicable,
      (c) inside the United States (1) pursuant to the exemption from the registration
      requirements under the U.S. Securities Act provided by Rule 144 thereunder,
      if available, and in accordance with applicable State securities laws, or
      (2) in a transaction that does not require registration under the U.S. Securities
      Act or any applicable State laws and regulations governing the offer and
      sale of securities, and the holder has prior to such sale furnished to the
      Issuer an opinion of counsel or other evidence of exemption in form and
      substance reasonably satisfactory to the Issuer. Provided that if the Issuer
      is a "foreign issuer" as that term is defined by Regulation S of the U.S.
      Securities Act at the time of sale, a new certificate bearing no restrictive
      legend, delivery of which will constitute "Good Delivery" may be obtained
      form the transfer agent, upon delivery of this certificate and a duly executed
      declaration, in form satisfactory to the Issuer and its transfer agent,
      to the effect that the sale of the securities represented hereby is being
      made in compliance with Rule 904 of Regulation S under the U.S. Securities
      Act." 

  




and that any certificate representing any Securities issued in exchange therefor or in substitution thereof will bear the same legend, provided, however, that if the Issuer is a "foreign issuer" as that term is defined by Regulation S under the U.S.
Securities Act at the time of sale of any Shares or any Warrant Shares, a new certificate bearing no legend may be obtained from transfer agent upon delivery of the certificate evidencing such securities and a duly executed declaration, in a form
satisfactory to the Issuer and transfer agent to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act. 

 13.3                 The
  Warrants are transferable without the consent of the Issuer, provided that the
  Issuer is supplied with a legal opinion that the intended transfer is in compliance
  with local securities laws.

 13.4                 The
  Warrants may not be exercised in the United States or by or on behalf of a U.S.
  Person or a person in the United States unless registered under the U.S. Securities
  Act and any applicable state securities laws or unless an exemption from such
  registration requirements is available and that certificates representing the
  Warrants will bear a legend to the following effect: 


  
     "This Warrant and the securities deliverable upon exercise
      thereof have not been registered under the United States Securities Act
      of 1933, as amended (the "U.S. Securities Act"), or the securities laws
      of any state of the United States. This Warrant may not be exercised in
      the United States or by or on behalf of a person in the United States or
      a U.S. Person unless the Warrant and the Warrant Shares have been registered
      under the Securities Act and the applicable securities legislation of any
      such state or an exemption from such registration requirements is available.
      "United States" and "U.S. Person" are as defined by Regulation S under the
      U.S. Securities Act." 

  



 14.                  Appointment
  Of Agent(s) 

 14.1                 The
  Investor (and others for whom the Investor is contracting for hereunder) hereby
  irrevocably authorizes the Agent:

(a)                 
  to complete and correct any information contained in this subscription, and
  any other document prepared by the Investor in connection with the Offering,
  which may require completion or correction; 

(b)                 
  to negotiate, settle and amend the form of the Warrant Certificate, and any
  other agreement entered into or to be entered into in connection with this transaction;

(c)                 to
  negotiate and waive, in whole or in part, or extend the time for compliance
  with, any of the Issuer's representations, warranties or covenants, or any of
  the Closing conditions, given or made by the Issuer for the benefit of the Investor,
  including but not limited to those contained herein, in the Agency Agreement
  and any other agreement, instrument or document entered into by the Agent or
  the Investor in connection with this subscription or the Offering, all in such
  manner and on such terms and conditions as the Agent may determine, acting reasonably,
  without in any way affecting the Investor's obligations or the obligations of
  such others hereunder; 







 - 19 -

(d)                 to
  act as the Investor's representative at the Closing to, among other things,
  receive certificates representing the Shares and Warrants subscribed for by
  the Investor, and to swear, execute and file any receipts or other required
  documentation on behalf of the Investor, and 

(e)                 to
  terminate this subscription on behalf of the Investor in the event that any
  condition precedent to the completion of the Offering has not been satisfied
  by the date set therefor. 

 14.2                 Although
  the Agent may have introduced the Investor to the Issuer, the Investor acknowledges
  and agrees with, and for the benefit of, the Agent, such acknowledgements and
  agreements to survive Closing, that:

(a)                 the
  Agent and its directors, officers, employees, agents and representatives have
  no responsibility or liability of any nature whatsoever for the accuracy or
  adequacy of the Public Record, or as to whether all information concerning the
  Issuer that is required to be publicly disclosed by it has been generally disclosed;


(b)                 the
  Agent has not engaged in any independent verification with respect to the information
  contained in the Public Record; and 

(c)                 the
  Agent is entitled to rely on the statements, covenants and answers of the Investor
  and the Issuer contained in this subscription, and that the Investor will hold
  harmless the Agent and the Issuer from any loss or damage they may suffer whatsoever
  as a result of the Investor's failure to accurately complete any of the information
  required to be completed by the Investor herein. 

 15.                  Termination
  

 15.1                 If,
  prior to the Closing, the Agent exercises its rights of termination contained
  in the Agency Agreement or any subsequent agency or like agreement entered into
  between the Agent and the Issuer, this subscription and the obligations of the
  parties hereto shall be deemed to be terminated as at the date of such termination.


 16.                   Consent
  to the Disclosure of Information 

 16.1                 The
  Investor acknowledges and consents to the release by the Issuer of certain information
  regarding the Investor's subscription, including the Investor's name, address,
  telephone number, email address and the number of Units purchased, in compliance
  with securities regulatory policies to regulatory authorities in the Principal
  Canadian Jurisdictions. 

 17.                   General
  

 17.1                 Time
  is of the essence hereof. 

 17.2                 Neither
  this Subscription Agreement nor any provision hereof shall be modified, changed,
  discharged or terminated except by an instrument in writing signed by the party
  against whom any waiver, change, discharge or termination is sought. 

 17.3                 The
  parties hereto shall execute and deliver all such further documents and instruments
  and do all such acts and things as may either before or after the execution
  of this Subscription Agreement be reasonably required to carry out the full
  intent and meaning of this Subscription Agreement. 

 17.4                 This
  Subscription Agreement shall be subject to, governed by and construed in accordance
  with the laws of British Columbia and the laws of Canada as applicable therein
  and the Investor hereby irrevocably attorns to the jurisdiction of the Courts
  situate therein. 

 17.5                 This
  Subscription Agreement may not be assigned by any party hereto. 








 - 20 - 

 17.6                 The
  Issuer shall be entitled to rely on delivery of a facsimile copy of this Subscription
  Agreement, and acceptance by the Issuer of a facsimile copy of this Subscription
  Agreement shall create a legal, valid and binding agreement between the Investor
  and the Issuer in accordance with its terms. 

 17.7                 This
  Subscription Agreement may be signed by the parties in as many counterparts
  as may be deemed necessary, each of which so signed shall be deemed to be an
  original, and all such counterparts together shall constitute one and the same
  instrument. 

 17.8                 Without
  limitation, this Subscription Agreement and the transactions contemplated hereby
  are conditional upon and subject to the Issuer receiving the preliminary acceptance
  of the Exchange, for this Subscription Agreement and the transactions contemplated
  hereby. 

 17.9                 This
  Subscription, including, without limitation, the representations, warranties,
  acknowledgements and covenants contained herein, shall survive and continue
  in full force and effect and be binding upon the parties notwithstanding the
  completion of the purchase of the Units by the Investor pursuant hereto, the
  completion of the issue of Units of the Issuer and any subsequent disposition
  by the Investor of the Shares or Warrants; 

 17.10                The
  invalidity or unenforceability of any particular provision of this Subscription
  shall not affect or limit the validity or enforceability of the remaining provisions
  of this Subscription; 

 17.11                Except
  as expressly provided in this Subscription and in the agreements, instruments
  and other documents contemplated or provided for herein, this Subscription contains
  the entire agreement between the parties with respect to the sale of 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,
  by the Investor, or by anyone else; 

 17.12                All
  monetary amounts are Canadian Dollars.