ex10-1.htm


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

     

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


    PRIVATE
PLACEMENT SUBSCRIPTION

    FOR
NON U.S. SUBSCRIBERS

    


    URBAN
BARNS FOODS
INC.

    


    PRIVATE
PLACEMENT

     

    INSTRUCTIONS
TO SUBSCRIBER:

    


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

    

    


    
      2.  COMPLETE the Questionnaire
attached as Schedule A to this Subscription Agreement (the
"Questionnaire").

    

    


    
      3.  FAX a copy of page 2 of this
Subscription Agreement, and all pages of the Questionnaire to Macdonald Tuskey,
attention Konrad Malik at (604) 681-4760.

    

    


    
      4.  COURIER the originally
executed copy of the entire Subscription Agreement, together with the
Questionnaire, to Macdonald Tuskey, counsel to the Company,
to

    

    


    
        Macdonald
Tuskey, Corporate and Securities Lawyers

    

    
       
1210
– 777 Hornby Street

    

    
       
Vancouver,
BC, Canada   V6Z 1S4

    

    
       
Attention:
Konrad Malik

    

    


    
        THIS
PRIVATE PLACEMENT IS SUBJECT TO A MINIMUM OFFERING AMOUNT OF
$200,000

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    
 

    URBAN
BARNS FOODS INC.

    PRIVATE
PLACEMENT

     

    The Subscriber
hereby irrevocably subscribes for, and on Closing will purchase from the
Company, the following securities at a price of US$0._____ per Unit

    


    
      	
              _____________Units

            


    

    


    The Subscriber
directs the Company to issue, register and deliver the certificates representing
the Shares and the Warrants as follows:

    


    
      	
              REGISTRATION
      INSTRUCTIONS:

            	 	
              DELIVERY
      INSTRUCTIONS:

            
	 	 	 
	 Name
      to appear on certificate	 	 Name
      and account reference, if applicable
	 	 	 
	 SIN/Tax
      ID No.	 	 Contact
      name
	 	 	 
	 Address	 	 Address
	 	 	 
	 	 	 Telephone
      number
	
               

              EXECUTED
      by the Subscriber this _______ day of__________, 2010. By executing this
      Agreement, the Subscriber certifies that the Subscriber and any beneficial
      purchaser for whom the Subscriber is acting is resident in the
      jurisdiction shown as the “Address of the Subscriber”. The address of the
      Subscriber will be accepted by the Company as a representative as to the
      address of residency for the Subscriber.

               

            
	
              WITNESS:

            	 	
              EXECUTION BY
      SUBSCRIBER:

            
	 	 	X
	Signature of witness	 	
              Signature of
      individual (if Subscriber is an
      individual)

            
	 	 	
              X

            
	
              Name
      of witness

            	 	
              Authorized
      signatory (if Subscriber is not an
      individual)

            
	 	 	 
	
              Address
      of witness

            	 	
              Name of
      Subscriber (please
      print)

            
	 	 	 
	
              
                 

              

            	 	
              Name of
      authorized signatory (please
      print)

            
	 	 	 
	 	 	 Address
      of Subscriber (residence)
	 	 	 
	
              ACCEPTED this
      _______ day of ___________, 2010.

               

              URBAN
      BARNS FOODS INC.

              Per:

               

            	 	
              Telephone
      number and e-mail address

            
	 Authorized
      signatory	 	 


    

    


    By signing this
acceptance, the Company agrees to be bound by all representations, warranties,
covenants and agreements on pages 3-11 hereof.

    


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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


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

     

    PRIVATE
PLACEMENT SUBSCRIPTION

    (Non U.S.
Subscribers Only)

     

    
      TO:
Urban
Barns Foods Inc. (the
“Company”)

    

         
7170
Glover Road,

       
  Milner,
B.C., Canada, V0X 1T0

     

    Purchase of
Units

     

    
      1.  SUBSCRIPTION

    

     

    1.1 The undersigned
(the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the
number of units of the Company's common stock (the "Units") as set out on page 2
of this Subscription Agreement at a price of US$0.80 per Unit (such
subscription and agreement to purchase being the "Subscription"), for the total
subscription price as set out on page 2 of this Subscription Agreement (the
"Subscription Proceeds"), which Subscription Proceeds are tendered herewith, on
the basis of the representations and warranties and subject to the terms and
conditions set forth herein.

     

    1.2 Each Unit will
consist of one share of common stock in the capital of the Company (each, a
"Share"); and one common share purchase warrant (“Warrant”) subject to
adjustment.  Each Warrant shall be non-transferable and shall entitle
the holder thereof to purchase one share of common stock in the capital of the
Company (each, a “Warrant Share”), as presently constituted, for a period of
twenty four months commencing from the Closing (as defined hereafter), at a
price per Warrant Share of US$1.08 for the first twelve
months commencing from the Closing (as defined hereafter) and at a price of
US$1.20
thereafter.  The Shares, Warrants and Warrant Shares are
referred to as the “Securities”.

     

    1.3 The Company hereby
agrees to sell, on the basis of the representations and warranties and subject
to the terms and conditions set forth herein, to the Subscriber the
Units.  Subject to the terms hereof, the Subscription Agreement will
be effective upon its acceptance by the Company.  This offering is
subject to a minimum offering amount of $200,000.

     

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

     

    
      2.  PAYMENT

    

     

    2.1 The Subscription
Proceeds must accompany this Subscription Agreement.  The Subscriber
authorizes the Company's lawyers to deliver the Subscription Proceeds to the
Company if the Subscription Proceeds are delivered to the Company’s lawyers,
without further instructions required.

     

    2.2 The Subscriber
acknowledges and agrees that this Subscription Agreement and any other documents
delivered in connection herewith will be held by the Company's lawyers on behalf
of the Company.  In the event that this Subscription Agreement is not
accepted by the Company for whatever reason within 90 days of the delivery of an
executed Subscription Agreement by the Subscriber, or the minimum offering
amount is not achieved by that time, this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be returned to the Subscriber at the address of the Subscriber as set forth
in this Subscription Agreement without interest or deduction.

     

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

     

    2.4 If resident in
Canada, the Subscriber must complete, sign and return to the Company an executed
copy of this Subscription Agreement, the Questionnaire attached hereto as
Schedule A (the “Questionnaire”) and any other schedules attached
hereto.

     

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

     

    
      3.  CLOSING

    

     

    3.1 Closing of the
purchase and sale of the Units shall occur on or before February 28, 2010, or on
such other date as may be determined by the Company in its sole discretion (the
"Closing Date").  The Subscriber acknowledges that Units may be issued
to other subscribers under this offering (the "Offering") before or after the
Closing Date.  The Company, may, at its discretion, elect to close the
Offering in one or more closings, in which event the Company may agree with one
or more subscribers (including the Subscriber hereunder) to complete delivery of
the Shares and the Warrants to such subscriber(s) against payment therefore at
any time on or prior to the Closing Date.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      4.  ACKNOWLEDGEMENTS OF
SUBSCRIBER

    

     

    4.1 The Subscriber
acknowledges and agrees that:

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

            	
              by completing
      the Questionnaire, the Subscriber is representing and warranting that the
      Subscriber satisfies one of the categories of registration and prospectus
      exemptions provided for in National Instrument 45-106 ("NI 45-106")
      adopted by the Canadian Securities Administrators (the
    "CSA");

            


    

     

    
      	
              (d)  

            	
              the decision
      to execute this Subscription Agreement and purchase the Units agreed to be
      purchased hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon a review of publicly available
      information regarding the Company available on the website of the United
      States Securities and Exchange Commission (the "SEC") available at
      www.sec.gov and on the System for Electronic Document Analysis and
      Retrieval website available at www.sedar.com and (the "Company
      Information");

            


    

     

    
      	
              (e)  

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

            


    

     

    
      	
              (f)  

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

            


    

     

    
      	
              (g)  

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

            


    

     

    
      	
              (h)  

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

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (j)  

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

            


    

     

    
      	
              (k)  

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

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

            	
              applicable
      resale restrictions;

            


    

     

    
      	
              (l)  

            	
              the
      Subscriber has not acquired the Units as a result of, and will not itself
      engage in, any "directed selling efforts" (as defined in Regulation S
      under the 1933 Act) in the United States in respect of any of the
      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 any of the
      Securities; provided, however, that the Subscriber may sell or otherwise
      dispose of any of the Shares or the Warrant Shares pursuant to
      registration of any of the Shares or the Warrant Shares pursuant to the
      1933 Act and any applicable state securities laws or under an exemption
      from such registration requirements and as otherwise provided
      herein;

            


    

     

    
      	
              (m)  

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

            


    

     

    
      	
              (n)  

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

            


    

     

    
      	
              (o)  

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

            


    

     

    
      	
              (p)  

            	
              the Company
      has advised the Subscriber that, if the Subscriber is a Canadian resident,
      the Company is relying on an exemption from the requirements to provide
      the Subscriber with a prospectus and to sell the Units through a person
      registered to sell securities under the Securities Act (British
      Columbia) (the “BC Act”) and, as a consequence of acquiring the Units
      pursuant to this exemption, certain protections, rights and remedies
      provided by the BC Act, including statutory rights of rescission or
      damages, will not be available to the
  Subscriber;

            


    

     

    
      	
              (q)  

            	
              none of the
      Securities are listed on any stock exchange or automated dealer quotation
      system and no representation has been made to the Subscriber that any of
      the Securities will become listed on any stock exchange or automated
      dealer quotation system, except that currently certain market makers make
      market in the shares of the Company's common stock on the OTC Bulletin
      Board;

            


    

     

    
      	
              (r)  

            	
              neither the
      SEC nor any other securities commission or similar regulatory authority
      has reviewed or passed on the merits of any of the
    Securities;

            


    

     

    
      	
              (s)  

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

            


    

     

    
      	
              (t)  

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

            


    

     

    
      	
              (u)  

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

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      5.  REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE SUBSCRIBER

    

     

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

     

    
      	
              (a)  

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

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

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

            


    

     

    
      	
              (d)  

            	
              the
      Subscriber:

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

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

            


    

     

    
      	
              (iv)  

            	
              represents
      and warrants that the acquisition of the Units by the Subscriber does not
      trigger:

            


    

     

    
      	
              A.  

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

            


    

     

    
      	
              B.  

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

            


    

     

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

     

    
      	
              (e)  

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

            


    

     

    
      	
              (f)  

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

            


    

     

    
      	
              (g)  

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

            


    

     

    
      	
              (h)  

            	
              the
      Subscriber acknowledges that it has not acquired the Units as a result of,
      and will not itself engage in, any "directed selling efforts" (as defined
      in Regulation S under the 1933 Act) in the United States in respect of any
      of the 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 any of the
      Securities; provided, however, that the Subscriber may sell or otherwise
      dispose of any of the Shares or the Warrant Shares pursuant to
      registration of any of the Shares or the Warrant Shares pursuant to the
      1933 Act and any applicable state securities laws or under an exemption
      from such registration requirements and as otherwise provided
      herein;

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (j)  

            	
              the entering
      into of this Subscription Agreement and the transactions contemplated
      hereby do not result in the violation of any of the terms and provisions
      of any law applicable to, or, if applicable, the constating documents of,
      the Subscriber, or of any agreement, written or oral, to which the
      Subscriber may be a party or by which the Subscriber is or may be
      bound;

            


    

     

    
      	
              (k)  

            	
              the
      Subscriber has duly executed and delivered this Subscription Agreement and
      it constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber;

            


    

     

    
      	
              (l)  

            	
              the
      Subscriber has received and carefully read this Subscription
      Agreement;

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              (m)  

            	
              the
      Subscriber  

                     (i) has
      adequate net worth and means of providing for its current financial needs
      and possible personal contingencies, 

               

                     (ii)
      has no need for liquidity in this investment, and 

               

                    (iii) is
      able to bear the economic risks of an investment in the Securities for an
      indefinite period of time, and can afford the complete loss of such
      investment;

            


    

     

    
      	
              (n)  

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

            


    

     

    
      	
              (o)  

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

            


    

     

    
      	
              (p)  

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

            


    

     

    
      	
              (q)  

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

            


    

     

    
      	
              (r)  

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

            


    

     

    
      	
              (s)  

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

            


    

     

    
      	
              (t)  

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

            


    

     

    
      	
              (u)  

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

            


    

     

    
      	
              (v)  

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

            


    

     

    
      	
              (i) 
      

            	
              that any
      person will resell or repurchase any of the
  Securities,

            


    

     

    
      	
              (ii) 

            	
              that any
      person will refund the purchase price of any of the
      Securities,

            


    

     

    
      	
              (iii)  

            	
              as to the
      future price or value of any of the Securities,
  or

            


    

     

    
      	
              (iv)  

            	
              that any of
      the Securities will be listed and posted for trading on any stock exchange
      or automated dealer quotation system or that application has been made to
      list and post any of the Securities of the Company on any stock exchange
      or automated dealer quotation system, except that currently certain market
      makers make market in the shares of the Company's common stock on the OTC
      Bulletin Board; and

            


    

     

    
      	
              (w)  

            	
              the
      Subscriber acknowledges and agrees that the Company shall not consider the
      Subscriber's Subscription for acceptance unless the undersigned provides
      to the Company, along with an executed copy of this Subscription
      Agreement:

            


    

     

    
      	
              (i)  

            	
              a fully
      completed and executed Questionnaire in the form attached hereto as
      Schedule A, and

            


    

     

    
      	
              (ii)  

            	
              such other
      supporting documentation that the Company or its legal counsel may request
      to establish the Subscriber's qualification as a qualified
      investor.

            


    

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      6.  REPRESENTATIONS AND
COVENANTS OF THE COMPANY

    

     

    6.1 The Company hereby
represents that it will not undertake a consolidation of its common stock for a
period of at least 6 months from the date of the acceptance of this
Agreement.

     

    6.2 Once the shares of
common stock issued pursuant to this Agreement, as well as a previous financing
completed by the Subscriber for $42,500, become eligible for resale under Rule
144, the Company shall provide the Subscriber with all necessary documentation,
including a legal opinion, to allow the common stock issued under both
financings to be traded without any restrictions.

     

    
      7.  ACKNOWLEDGEMENT AND
WAIVER

    

     

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

     

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

    

     

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

     

    
      9.  RESALE
RESTRICTIONS

    

     

    9.1 The Subscriber
acknowledges that any resale of the Securities will be subject to resale
restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee.  The Subscriber acknowledges that
none of the Securities have been registered under the 1933 Act or the securities
laws of any state of the United States.  None of the Securities may be
offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available.

     

    
      10.  LEGENDING AND REGISTRATION
OF SUBJECT SECURITIES

    

     

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

     

    THE SECURITIES
REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO
IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

     

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

     

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

     

    
      11.  COLLECTION OF PERSONAL
INFORMATION

    

     

    11.1 The Subscriber
acknowledges and consents to the fact that the Company is collecting the
Subscriber's personal information for the purpose of fulfilling this
Subscription Agreement and completing the Offering.  The Subscriber's
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Company to (a) stock exchanges or securities regulatory authorities, (b) the
Company's registrar and transfer agent, (c) Canadian tax authorities, (d)
authorities pursuant to the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act (Canada) and (e) any of the other parties
involved in the Offering, including legal counsel, and may be included in record
books in connection with the Offering.  By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business
practice.  Notwithstanding that the Subscriber may be purchasing Units
as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      12.  COSTS

    

     

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

     

    
      13.  GOVERNING
LAW

    

     

    13.1 This Subscription
Agreement is governed by the laws of the Province of British
Columbia.  The Subscriber, in its personal or corporate capacity and,
if applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the Province
of British Columbia.

     

    
      14.  SURVIVAL

    

     

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

     

    
      15.  ASSIGNMENT

    

     

    15.1 This Subscription
Agreement is not transferable or assignable.

     

    
      16.  SEVERABILITY

    

     

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

     

    
      17.  ENTIRE
AGREEMENT

    

     

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

     

    
      18.  NOTICES

    

     

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

     

    
      19.  COUNTERPARTS AND ELECTRONIC
MEANS

    

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
A

    CANADIAN
QUESTIONNAIRE

     

    All capitalized
terms herein, unless otherwise defined, have the meanings ascribed thereto in
the Subscription Agreement.

     

    The purpose of this
Questionnaire is to assure the Company that the Subscriber will meet certain
requirements of National Instrument 45-106 ("NI 45-106").  The Company
will rely on the information contained in this Questionnaire for the purposes of
such determination.

     

    The Subscriber
covenants, represents and warrants to the Company that:

     

    
      1. the Subscriber has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of the transactions detailed in the
Subscription Agreement and the Subscriber is able to bear the economic risk of
loss arising from such transactions;

    

     

    
      2. the Subscriber is
(tick one or more of the
following boxes):

       

    

    
      	
              (A)

            	
              a director,
      executive officer, employee or control person of the Company or an
      affiliate of the Company

            	o
	
              (B)

            	
              a spouse,
      parent, grandparent, brother, sister or child of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company

            	o 
	
              (C)

            	
              a parent,
      grandparent, brother, sister or child of the spouse of a director,
      executive officer, founder or control person of the Company or an
      affiliate of the Company

            	o
	
              (D)

            	
              a close
      personal friend of a director, executive officer, founder or control
      person of the Company

            	o
	
              (E)

            	
              a close
      business associate of a director, executive officer, founder or control
      person of the Company or an affiliate of the Company

            	o
	
              (F)

            	
              an accredited
      investor

            	o
	
              (G)

            	
              a company,
      partnership or other entity of which a majority of the voting securities
      are beneficially owned by, or a majority of the directors are, persons
      described in paragraphs A to F

            	o
	
              (H)

            	
              a trust or
      estate of which all of the beneficiaries or a majority of the trustees or
      executors are persons described in paragraphs A to F

            	o
	
              (I)

            	
              purchasing as
      principal Securities with an aggregate acquisition cost of not less than
      CDN$150,000

            	
              x

            


    

     

    
      3. if the Subscriber
has checked box B, C, D, E, G or H in Section 2 above, the director, executive
officer, founder or control person of the Company with whom the undersigned has
the relationship is:

       

        
          

        

      

    

     

     

     

    (Instructions to Subscriber: fill in
the name of each director, executive officer, founder and control person which
you have the above-mentioned relationship with.  If you have checked
box G or H, also indicate which of A to F describes the securityholders,
directors, trustees or beneficiaries which qualify you as box G or H and provide
the names of those individuals.  Please attach a separate page if
necessary).

     

    
      4. if the Subscriber
is resident in Ontario, the Subscriber is (tick one or more of the following
boxes):

       

    

    
      	
              (A)

            	
              a founder of
      the Company

            	o
	
              (B)

            	
              an affiliate
      of a founder of the Company

            	o
	
              (C)

            	
              a spouse,
      parent, brother, sister, grandparent or child of a director, executive
      officer or founder of the Company

            	o
	
              (D)

            	
              a person that
      is a control person of the Company

            	o
	
              (E)

            	
              an accredited
      investor

            	o
	
              (F)

            	
              purchasing as
      principal Securities with an aggregate acquisition cost of not less than
      CDN$150,000

            	o


    

     

    
      5. if the Subscriber
has checked box A, B, C or D in Section 4 above, the director, executive
officer, founder or control person of the Company with whom the undersigned has
the relationship is:

       

        
          

        

      

    

     

    (Instructions
to Subscriber: fill in the name of each director, executive officer, founder,
affiliate and control person which you have the above-mentioned relationship
with.)

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      6. if the Subscriber
has ticked box F in Section 2 or box E in Section 4 above, the Subscriber
satisfies one or more of the categories of "accredited investor" (as that term
is defined in NI 45-106) indicated below (please check the appropriate
box):

    

     

    
       o (a) a Canadian
financial institution as defined in National Instrument 14-101, or an authorized
foreign bank listed in Schedule III of the Bank Act
(Canada);

    

     

    
       o (b) the Business
Development Bank of Canada incorporated under the Business Development Bank Act
(Canada);

    

     

    
       o (c) a subsidiary of
any person referred to in any of the foregoing categories, if the person owns
all of the voting securities of the subsidiary, except the voting securities
required by law to be owned by directors of that subsidiary;

    

     

    
       o (d) an individual
registered or formerly registered under securities legislation in a jurisdiction
of Canada, as a representative of a person or company registered under
securities legislation in a jurisdiction of Canada, as an adviser or dealer,
other than a limited market dealer registered under the Securities Act (Ontario) or
the Securities Act
(Newfoundland);

    

     

    
       o (e) an individual
registered or formerly registered under the securities legislation of a
jurisdiction of Canada as a representative of a person referred to in paragraph
(d);

    

     

    
       o (f) the government
of Canada or a province, or any crown corporation or agency of the government of
Canada or a province;

    

     

    
       o (g) a municipality,
public board or commission in Canada and a metropolitan community, school board,
the Comite de gestion de la taxe scholaire de l'ile de Montreal or an
intermunicipal management board in Québec;

    

     

    
       o (h) a national,
federal, state, provincial, territorial or municipal government of or in any
foreign jurisdiction, or any agency thereof;

    

     

    
       o (i) a pension fund
that is regulated by either the Office of the Superintendent of Financial
Institutions (Canada) or a pension commission or similar regulatory authority of
a jurisdiction of Canada;

    

     

    
       o (j) an individual
who either alone or with a spouse beneficially owns, directly or indirectly,
financial assets (as defined in NI 45-106) having an aggregate realizable value
that, before taxes but net of any related liabilities, exceeds
CDN$1,000,000;

    

     

    
       o (k) an individual
whose net income before taxes exceeded CDN$200,000 in each of the two more
recent calendar years or whose net income before taxes combined with that of a
spouse exceeded $300,000 in each of those years and who, in either case,
reasonably expects to exceed that net income level in the current calendar
year;

    

     

    
       o (l) an individual
who, either alone or with a spouse, has net assets of at least CDN
$5,000,000;

    

     

    
       o (m) a person, other
than an individual or investment fund, that had net assets of at least
CDN$5,000,000 as reflected on its most recently prepared financial
statements;

    

     

    
       o (n) an investment
fund that distributes it securities only to persons that are accredited
investors at the time of distribution, a person that acquires or acquired a
minimum of CDN$150,000 of value in securities, or a person that acquires or
acquired securities under Sections 2.18 or 2.19 of NI 45-106;

    

     

    
       o (o) an investment
fund that distributes or has distributed securities under a prospectus in a
jurisdiction of Canada for which the regulator or, in Québec, the securities
regulatory authority, has issued a receipt;

    

     

    
       o (p) a trust company
or trust corporation registered or authorized to carry on business under the
Trust and Loan Companies
Act (Canada) or under comparable legislation in a jurisdiction of Canada
or a foreign jurisdiction, acting on behalf of a fully managed account managed
by the trust company or trust corporation, as the case may
be;

    

     

    
       o (q) a person acting
on behalf of a fully managed account managed by that person, if that person (i)
is registered or authorized to carry on business as an adviser or the equivalent
under the securities legislation of a jurisdiction of Canada or a foreign
jurisdiction, and (ii) in Ontario, is  purchasing a security that is not a
security of an investment fund;

    

     

    
       o (r) a registered
charity under the Income Tax
Act (Canada) that, in regard to the trade, has obtained advice from an
eligibility advisor or an advisor registered under the securities legislation of
the jurisdiction of the registered charity to give advice on the securities
being traded;

    

     

    
       o (s) an entity
organized in a foreign jurisdiction that is analogous to any of the entities
referred to in paragraphs (a) to (d) or paragraph (i) in form and
function;

    

     

    
       o (t) a person in
respect of which all of the owners of interests, direct, indirect or beneficial,
except the voting securities required by law are persons or companies that are
accredited investors;

    

     

    
       o (u) an investment
funds that is advised by a person registered as an advisor or a person that is
exempt from registration as an advisor; or

    

     

    
       o (v) a person that
is recognized or designated by the securities regulatory authority or, except in
Ontario and Québec, the regulator as (i) an accredited investor, or (ii) an
exempt purchaser in Alberta or British Columbia after this instrument comes into
force;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    The Subscriber
acknowledges and agrees that the Subscriber may be required by the Company to
provide such additional documentation as may be reasonably required by the
Company and its legal counsel in determining the Subscriber's eligibility to
acquire the Securities under relevant legislation.

     

    IN WITNESS WHEREOF, the undersigned has
executed this Questionnaire as of the ________ day of __________________,
2010.

     

    
      
        	
                If an
      Individual:

              	 
    	
                If a
      Corporation, Partnership or Other Entity:

              
	 
    	 
    	 
    
	
                Signature

              	 
    	
                Print or Type
      Name of Entity

              
	 
    	 
    	 
    
	
                Print or Type
      Name

              	 
    	
                Signature of
      Authorized Signatory

              
	 
    	 
    	 
    
	 
    	 
    	
                Type of
      Entity

              


      

      


    

     

    
11