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                                   EXHIBIT 4.3

               Form of Offshore Securities Subscription Agreement

                   OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT

This Offshore Securities Agreement is executed in reliance upon the transaction
exemption afforded by Regulation S ("Regulation S") as promulgated by the
Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as
amended ("1933 Act")

       This Agreement has been executed by the undersigned in connection with
the private placement of shares of Common Stock (hereinafter referred to as the
"Shares") of

              DELTA CAPITAL TECHNOLOGIES, INC.
              Suite 255, 999 - 8th St. SW
              Calgary, AB T2R 1J5 Canada

a corporation organized under the laws of the state of Delaware, USA, OTC
Electronic Bulletin Board symbol (DCTG) (hereinafter referred to as the
"Seller")

The Undersigned:

                     Winward Overseas Limited
                     2/3 Rue Depre
                     St. Peter Port
                     Guernsey Channel Island

a resident of a non USA jurisdiction (hereinafter referred to as the
"Purchaser"), hereby represents and warrants to, and agrees with the Seller as
follows:

1.     Agreement to Subscribe

       a.     Purchase Price. The undersigned hereby subscribes for 200,000
              common shares in the capital of the Seller (the "Shares") at $2.00
              per share payable in U.S. Dollars for a total consideration of
              $400,000 dollars ($US) (the "Purchase Price").

       b.     Form of Payment. The Purchaser shall pay the Purchase Price by
              delivering good funds in U.S. dollars to the designated depository
              for closing as determined by the Seller by delivery of securities
              versus payment.

2.     Subscriber Representations; Access to Information; Independent
       Investigation.

       a.     Offshore Transaction. The Purchase represents and warrants to the
              Seller as follows:

              i      The Purchaser is not a U.S. person as defined under
                     Regulation S;



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              ii     At the time the buy order was originated, the Purchaser was
                     outside the United States and is outside the United States
                     as of the date of the execution and delivery of this
                     Agreement;

              iii    The Purchaser is purchasing the Shares for its own account
                     and not on behalf of any U.S. person, and the sale has not
                     been prearranged with a purchaser in the United States.
                     Notwithstanding the contents of this paragraph, the
                     Purchaser may purchase the subject shares under its own
                     name or under the name of other Non U.S. persons as defined
                     under Regulation S;

              iv     Each distributor participating in the offering of
                     securities, if any, has agreed in writing that all offers
                     and sales of the securities prior to the expiration of a
                     period commencing on the date of the transaction and ending
                     1 year thereafter shall only be made in compliance with the
                     safe harbor contained in Regulation S pursuant to
                     registration of Shares under the Securities Act of 1933 or
                     pursuant to an exemption from registration;

              v      The Purchase represents and warrants and hereby agrees that
                     all offers and sales of the securities prior to the
                     expiration of a period commencing on the date of the
                     transaction and ending 1 year thereafter shall only be made
                     in compliance with the safe harbor contained in Regulation
                     S pursuant to registration of Shares under the Securities
                     Act of 1933 or pursuant to an exemption from registration,
                     and all offers and sales after the expiration of the 1 year
                     period shall be made only pursuant to such a registration
                     or to such exemption from registration;

              vi     The Purchaser acknowledges that the Shares have not been
                     registered under the Securities Act of 1933 and may not be
                     offered or sold in the United States or to U.S. persons
                     during a period commencing on the date of the transaction
                     and ending 1 year thereafter unless the Shares are
                     registered under the Securities Act of 1933 or an exemption
                     from the registration requirements is available;

              vii    The Purchaser acknowledges that the purchase of the Shares
                     involves a high degree of risk and further acknowledges
                     that it can bear the economic risk of the purchase of the
                     Shares including the total loss of its investment;

              viii   The Purchaser understands that the Shares are being offered
                     and sold to it in reliance on specific exemptions from the
                     registration requirements of the Federal and State
                     securities laws and that the Seller is relying upon the
                     truth and accuracy of the representations, warranties,
                     agreements, acknowledgements and understandings of the
                     Purchaser set forth herein in order to determine the
                     applicability of such exemptions and suitability of the
                     Purchaser to acquire the Shares.

       b.     Current Public Information. The Purchaser acknowledges that the
              Purchaser has been furnished with or has acquired copies of the
              Company's most recent Annual Report on


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              the Form 10-K files with the SEC and the Forms 10-Q and 8-K filed
              thereafter (collectively the "SEC Filings"), and other publicly
              available documents.

       c.     Independent Investigation; Access. The Purchaser acknowledges that
              the Purchaser is making the decision to purchase the Shares
              subscribed for, has relied upon Independent Investigations made by
              it and it's purchaser representatives, if any, and the Purchaser
              and such representatives, if any, have, prior to any sale to it,
              been given access and the opportunity to examine all material
              books and records of the Corporation, all material contracts and
              documents relating to this offering and an opportunity to ask
              questions of, and to receive answers from the Seller or any person
              acting on its behalf concerning the terms and conditions of this
              offering. The Purchaser and its advisors, if any, have been
              furnished with access to all publicly available materials relating
              to the business, finances and operation of the Seller and
              materials relating to the offer and sale of the Shares which have
              been requested. The Purchaser, and its advisors, if any, have
              received complete and satisfactory answers to any such inquiries.

       d.     No Government Recommendation or Approval. The Purchaser
              understands that no Federal or State agency has passed on or made
              any recommendation or endorsement of the Shares.

3.     Issuer Representations.

       a.     Reporting Company Status. The Seller is a reporting issuer as
              defined by Rule 902 of Regulation S. The Seller is in full
              compliance, to the extent applicable, with all reporting
              obligations under wither Section 12(b), 12(g), or 15(d) of the
              Securities Act of 1934, as amended (the "Exchange Act"). The
              Seller has registered its common stock pursuant to Section 12 of
              the Exchange Act and the common stock trades on the OTC Electronic
              Bulletin Board.

       b.     Offshore Transaction.

              i      The Seller has not offered these securities to any person
                     in the United States or to any U.S. person as that term is
                     defined in Regulation S;

              ii     At the time the buy order was originated, the Seller and/or
                     its agent reasonably believed the Purchaser was outside the
                     United States and was not a U.S. person;

              iii    The Seller and/or its agents reasonably believe that the
                     transaction has not been prearranged with a purchaser in
                     the United States.

       c.     No Directed Selling Efforts. In regard to this transaction, the
              Seller has not conducted any "direct selling efforts" as that term
              is defined in Rule 902 of Regulation S nor has the Seller
              conducted any general solicitation relating to the offer and sale
              of the Shares within securities to persons resident within the
              United States or elsewhere.


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4.     Legends on Certificates. The transaction restriction in connection with
       this offshore offer and sale restrict the Purchaser from offering and
       selling to U.S. persons, or for the account or benefit of a U.S. person,
       for a 1 year period. The rules require the placement of such a
       restrictive legend on share certificates. Rule 903 governs the 1 year
       transaction restriction.

5.     To the extent that the Purchaser is a resident of Ontario the Purchaser
       is purchasing the Shares under the exemption from prospectus requirements
       available under section 72(1)(d) of the Ontario Securities Act which
       provides that the Purchaser must purchase as Principal and the trade must
       have an aggregate acquisition cost of not less than $150,000. Under the
       Ontario Securities Act the Shares purchased will be subject to
       restrictions on resale within Ontario until such time as:

       a)     the appropriate "hold period" has been satisfied and the Purchaser
              has complied with other applicable requirements, including the
              filing of appropriate reports pursuant to applicable securities
              legislation;

       b)     a further statutory exemption may be relied upon by the Purchaser;
              or

       c)     an appropriate discretionary order is obtained pursuant to
              applicable securities laws.

       Since the Seller's not a reporting issuer in the Province of Ontario, the
       applicable hold period may never expire, and if no further statutory
       exemption may be relied upon and if no discretionary order or ruling is
       obtained this could result in the Purchaser having to hold the Shares for
       an indefinite period of time. Pursuant to the Ontario Securities Act a
       restrictive legend will be placed on the certificate representing the
       Shares which reflect the above referenced hold period.

6.     Exemption; Reliance on Representations. The Purchaser understands that
       the offer and sale of the Shares is not being registered under the 1933
       Act. The Seller is relying on the rules governing offers and sales made
       outside the United States pursuant to Regulation S. Rules 901 through 905
       of Regulation S govern this transaction.

7.     Transfer Agent Instructions. The Seller's transfer agent will be
       instructed to issue one or more share certificates representing Shares
       with a restrictive legend in the names of purchasers to be specified
       prior to the closing and that the Shares have been issued pursuant to
       Regulation S. The Seller further warrants that no instructions have been
       given to the transfer agent and that these shares be freely transferable
       on the books and records of the Company subject to compliance with
       applicable securities laws.

8.     Stock Delivery Instructions. The share certificates shall be delivered to
       the Purchaser on a delivery versus payment basis at such times and places
       to be mutually agreed.

9.     Closing Date. The date of the issuance of the sale of the Shares (the
       "Closing Date") shall be on or before March 16, 2000, or such other
       mutually agreed to time and place.

10.    Conditions to the Company's Obligation to Sell. The Purchaser understands
       the Seller's obligation to sell the Shares to the Purchaser is
       conditioned upon:


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       a.     The receipt and acceptance by the Seller of this Subscription
              Agreement for all the Shares as evidenced by execution of this
              Subscription Agreement by the President or Vice President of the
              Seller;

       b.     Delivery into the closing depository by the Purchaser of good
              funds as payment in full for the purchase of the Shares;

       c.     The shareholders of the Seller approving additional shares to be
              authorized, if necessary, sufficient to satisfy the terms of this
              Agreement.

11.    Conditions to the Purchaser's Obligation to Purchase. The Seller
       understands that the Purchaser's obligation to purchase the Shares is
       conditioned upon:

       a.     Acceptance by the Purchaser of a satisfactory Subscription
              Agreement for the sale of the Shares;

       b.     Delivery of Shares of common stock with restrictive legend;

       c.     The Purchaser's determination, in its sole and absolute
              discretion, to acquire the Shares pursuant to this Agreement.

12.    Governing Law. This Agreement shall be governed by and interpreted in
       accordance of the laws of the State of Delaware.

       IN WITNESS WHEREOF, This Offshore Securities Subscription Agreement was
executed on the date first written below.

DATED AT ___________________, THIS ____ DAY OF MARCH, 2000

WINWARD OVERSEAS LIMITED

Per:
        -----------------------------------------
               (Authorized Signatory)

Title: President

Accepted this ____ day of March, 2000

DELTA CAPITAL TECHNOLOGIES, INC.

Per:
        -----------------------------------------
        Paul Davis, President



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