Blue Sphere Corp.: Exhibit 10.6 - Filed by newsfilecorp.com






THIS PRIVATE PLACEMENT 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”).

THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT 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
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

JIN JIE CORP.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT UNITS

NON-UNITED STATES RESIDENT SUBSCRIBERS

INSTRUCTIONS TO PURCHASER

	1. 	
      The purchaser is to complete all the information in the
      boxes on page 1 and sign where indicated with an ”X”.

	 	 
	2. 	
      All other information must be filled in where
      appropriate.

	 	 
	3. 	
      Provide a cheque to Jin Jie Corp., 409, 4th Floor, Tsui
      King House, Choi Hung Estate, Hong Kong.







This is Page 1 of 11 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the “Subscription Agreement”.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

	TO: 	JIN JIE CORP. (the “Issuer”), of
      409, 4th Floor, Tsui King House, Choi Hung Estate, Hong Kong



Subject and pursuant to the terms set out in the Terms on pages
2 to 3, the General Provisions on pages 4 to 10 and the other schedules and
appendices attached which are hereby incorporated by reference, the Purchaser
hereby irrevocably subscribes for, and on Closing will purchase from the Issuer,
the following securities at the following price:

	______________________ Units 
	US $0.50 per unit for a total purchase price of US $
      _________________________
	The Purchaser owns, directly or indirectly, the following
      securities of the Issuer: __________________________
	[Check if applicable] The Purchaser is [ ] an insider of the
      Issuer or [ ] a member of the professional group 


The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Purchased Securities as follows:

	                 
         REGISTRATION INSTRUCTIONS 	 	             
                   DELIVERY
      INSTRUCTIONS 
	 	 	 
	 	 	 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	 	 	 
	Account reference if
      applicable 	 	Contact
      name 
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	  	 	Telephone Number 


EXECUTED by the Purchaser this _______ day of _____________ ,
2010. By executing this Subscription Agreement, the Purchaser certifies
that the Purchaser and any beneficial purchaser for whom the Purchaser is acting
is resident in the jurisdiction shown as the “Address of Purchaser”. 

	WITNESS: 	 	             
                 EXECUTION BY PURCHASER:
  
	 	 	X 
	Signature of Witness
    	 	Signature of individual (if Purchaser is an individual)
    
	 	 	X 
	Name of Witness 	 	Authorized signatory (if Purchaser is not an individual)
    
	 	 	  
	Address of Witness
    	 	Name of
      Purchaser (please print) 
	 	 	  
	 	 	Name of
      authorized signatory (please print) 
	Accepted this day of
      ____________, 2010 	 	  
	JIN JIE CORP
    	 	Address
      of Purchaser (residence) 
	Per: 	 	  
	 	 	Telephone Number 
	Authorized Signatory
    	 	  
	 	 	E-mail
      address 
	 	 	  
	 	 	Social Security/Insurance No/Business No :
  


By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 2 to 3, the General Provisions on pages 4 to 10 and the other
schedules and appendices incorporated by reference. If funds are delivered to
the Issuer’s lawyers, they are authorized to release the funds to the Issuer.






	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 2 of 11 


TERMS

Reference date of this Subscription January 18, 2010
(the “Agreement Date”) Agreement 

THE OFFERING

	The Issuer 	
      Jin Jie Corp. (the “Issuer”) 

	  	
       
	
       

	Offering 	
      The offering consists of up to 1,000,000 units
      (“Units”) each comprising one share of common stock
      (“Shares”) of the Issuer and one common share purchase warrant
      (“Warrants”). 

	  	
       
	
       

	Warrants 	
      Each Warrant is exercisable for 24 months from Closing at
      US $0.50 per Warrant. 

	  	
       
	
       

	Total Amount 	
      Up to US $500,000 from the sale of Units. 

	  	
       
	
       

	Issue Price 	
      US $0.50 per Unit . 

	  	
       
	
       

	Selling Jurisdictions 	
      The Units may be sold in other jurisdictions other than
      the United States where they may be lawfully sold (the “Selling
      Jurisdictions”). 

	  	
       
	
       

	Exemptions 	
      The offering will be made in accordance with the
      following exemptions from the prospectus requirements: 

	  	
       
	
       

	  	
      (a) 
	
      Regulation S under United States Securities Act of 1933;
      

	  	
       
	
       

		
      (b) 
	
      such other exemptions as may be available the securities
      laws of the Selling Jurisdictions. 

	  	
       
	
       

	No Registration of Securities 	
      The Units will not be registered with the SEC and will be
      tradable in compliance with Rule 144 restricted periods. . 

	  	
       
	
       

	Resale restrictions and legends 	
      The Purchaser acknowledges that the certificates
      representing the Purchased Securities will bear the following legends:
    

	  	
       
	
       

			
      “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
      STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
      ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS.” 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 11 



		
      Purchasers are advised to consult with their own legal
      counsel or advisors to determine the resale restrictions that may be
      applicable to them. 

	  	
       
	
       

		
      If Purchaser is Canadian resident, Purchaser has
      requested the Issuer not to include legend under Canadian Securities laws
      

	  	
       
	
       

	Closing Date 	
      The completion of the sale and purchase of the Units will
      take place in one or more closings, on a date or dates as agreed to by the
      Issuer and the Purchaser. Payment for, and delivery of the Units, is
      scheduled to occur on or about January 22, 2010 or such later date as may
      be agreed upon by the Issuer and the Purchaser (the “Closing Date”).
    

	  	
       
	
       

	Additional definitions 	
      In the Subscription Agreement, the following words have
      the following meanings unless otherwise indicated: 

	  	
       
	
       

		
      (a) 
	
      “Purchased Securities” means the Shares and Warrants
      purchased under this Subscription Agreement; and 

	  	
       
	
       

		
      (b) 
	
      “Securities” means the Shares, the Warrants and the
      Warrant Shares. 

	  	  	  
	  THE ISSUER 
	  	  	  
	Jurisdiction of organization 	
      The Issuer is incorporated under the laws of the State of
      Nevada. 

	  	
       
	
       

	Stock exchange listings 	
      Certain market makers make market in the Issuer’s stock
      on the US over the counter bulletin board 

	  	
       
	
       

	“Securities Legislation Applicable
      to the Issuer” 	
      The “Securities Legislation Applicable to the Issuer” is
      the US Securities Exchange Act of 1934, and the Securities Commission
      having jurisdiction over the Issuer is the United States Securities and
      Exchange Commission. 



End of Terms





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 11 


GENERAL PROVISIONS

1. DEFINITIONS

1.1 In the Subscription Agreement (including the first (cover)
page, the Terms on pages 2 to 3, the General Provisions on pages 4 to 10 and the
other schedules and appendices incorporated by reference), the following words
have the following meanings unless otherwise indicated:

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 3) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and
      purchase of the Purchased Securities;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning assigned in the
      Terms;

	 	 	 
	 	(e) 	
      “Closing Year” means the calendar year in which
      the Closing takes place;

	 	 	 
	 	(f) 	
      “Commissions” means the United States Securities
      and Exchange Commission;

	 	 	 
	 	(g) 	
      “Final Closing” means the last closing under the
      Private Placement;

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 4 to 10;

	 	 	 
	 	(i) 	
      “Private Placement” means the offering of the
      Units on the terms and conditions of this Subscription
Agreement;

	 	 	 
	 	(j) 	
      “Purchased Securities” has the meaning assigned in
      the Terms;

	 	 	 
	 	(k) 	
      “Regulatory Authorities” means the
    Commissions;

	 	 	 
	 	(l) 	
      “Securities” has the meaning assigned in the
      Terms;

	 	 	 
	 	(m) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 2 to 3, the General Provisions on pages 4 to 10
      and the other schedules and appendices incorporated by reference;
    and

	 	 	 
	 	(n) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 2 to
3.



1.2 In the Subscription Agreement, the following terms have the
meanings defined in Regulation S: “Directed Selling Efforts”, “Foreign
Issuer”, “Substantial U.S. Market Interest”, “U.S. Person” and
“United States”.

1.3 In the Subscription Agreement, unless otherwise specified,
currencies are indicated in US dollars.

1.4 In the Subscription Agreement, other words and phrases that
are capitalized have the meanings assigned to them in the body hereof.




- 5 -

2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF
PURCHASER

2.1 Acknowledgements concerning offering

The Purchaser acknowledges that:

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or, directly or indirectly, to U.S. Persons, as that
      term is defined in Regulation S under the 1933 Act (“Regulation S”),
      except in accordance with the provisions of Regulation S, 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 in accordance with
      applicable state and provincial securities laws;

	 	 	 
	 	(b) 	
      the Purchaser acknowledges that the Issuer has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Units hereunder has not been based upon any oral or written representation
      as to fact or otherwise made by or on behalf of the Issuer, and such
      decision is based entirely upon a review of information (the receipt of
      which is hereby acknowledged) which has been filed by the Issuer with the
      Securities and Exchange Commission (the “SEC”);

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

	 	 	 
	 	(e) 	
      there is no government or other insurance covering any of
      the Securities;

	 	 	 
	 	(f) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(g) 	
      the Purchaser 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 the
      Units 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 Purchaser may sell or otherwise dispose of the
      Units pursuant to registration thereof under the 1933 Act and any
      applicable state and provincial securities laws or under an exemption from
      such registration requirements;

	 	 	 
	 	(h) 	
      the Purchaser and the Purchaser's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer in connection with the distribution of the Units hereunder, and to
      obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the Issuer;

	 	 	 
	 	(i) 	
      the books and records of the Issuer were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Units hereunder have been made
      available for inspection by the Purchaser, the Purchaser's lawyer and/or
      advisor(s);

	 	 	 
	 	(j) 	
      the Purchaser will indemnify and hold harmless the Issuer
      and, where applicable, its 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 representation or
      warranty of the Purchaser contained herein or in any document furnished by
      the Purchaser to the Issuer in connection herewith being untrue in any
      material respect or any breach or failure by the Purchaser to comply with
      any covenant or agreement made by the Purchaser to the Issuer in
  connection therewith;








- 6 -

	 	(k) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Purchaser that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      market makers make a market for the Issuer's common shares on FINRA's OTC
      Bulletin Board;

	 	 	 	 
	 	(l) 	
      the Issuer will refuse to register any transfer 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 the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;

	 	 	 	 
	 	(m) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Securities, 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 or any
      applicable state and provincial securities laws;

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

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

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(o) 	
      this Agreement is not enforceable by the Purchaser unless
      it has been accepted by the Issuer, and the Purchaser acknowledges and
      agrees that the Issuer reserves the right to reject any subscription for
      any reason; and

	 	 	 	 
	 	(p) 	
      By executing and delivering this Agreement, each
      Subscriber will have directed the Issuer not to include a Canadian Legend
      on any certificates representing the Units to be issued to such
      Subscriber. As a consequence, the Subscriber will not be able to rely on
      the resale provisions of Multilateral Instrument 45-102, and any
      subsequent trade in the Securities during or after the Canadian hold
      period described therein will be a distribution subject to the prospectus
      and registration requirements of Canadian securities legislation, to the
      extent that the trade is at that time subject to any such Canadian
      securities legislation.



2.2 Representations by the purchaser

The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing:

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

	 	 	 
	 	(b) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to the Purchaser or of
  any agreement, written or oral, to which the Purchaser may be
  a party or by which the Purchaser is or may be bound;








- 7 -

	 	(c) 	
      the Purchaser has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Purchaser enforceable against the Purchaser in accordance with its
      terms;

	 	 	 	 
	 	(d) 	
      the Purchaser is not acquiring the Units for the account
      or benefit of, directly or indirectly, any U. S. Person;

	 	 	 	 
	 	(e) 	
      the Purchaser is not a U.S. Person;

	 	 	 	 
	 	(f) 	
      the Purchaser is resident in the jurisdiction set out
      under the heading “Name and Address of Purchaser” on the signature page of
      this Agreement;

	 	 	 	 
	 	(g) 	
      the sale of the Units to the Purchaser as contemplated in
      this Agreement complies with or is exempt from the applicable securities
      legislation of the jurisdiction of residence of the Purchaser;

	 	 	 	 
	 	(h) 	
      the Purchaser is acquiring the Units for investment only
      and not with a view to resale or distribution and, in particular, it has
      no intention to distribute either directly or indirectly any of the Units
      in the United States or to U.S. Persons;

	 	 	 	 
	 	(i) 	
      the Purchaser is outside the United States when receiving
      and executing this Agreement and is acquiring the Units as principal for
      the Purchaser's own account, for investment purposes only, and not with a
      view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in such Securities;

	 	 	 	 
	 	(j) 	
      the Purchaser is not an underwriter of, or dealer in, the
      common shares of the Issuer, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 	 
	 	(k) 	
      the Purchaser (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Securities; and (iii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;

	 	 	 	 
	 	(l) 	
      the Purchaser acknowledges that the Purchaser 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 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; provided, however, that the
      Purchaser may sell or otherwise dispose of the Securities pursuant to
      registration of the Securities pursuant to the 1933 Act and any applicable
      state and provincial securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 	 
	 	(m) 	
      the Purchaser understands and agrees that none of the
      Securities have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U. S. Persons except in accordance with the
      provisions of Regulation S, 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;

	 	 	 	 
	 	(n) 	
      the Purchaser understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a period of one
      year after the date of original issuance of the Units (the one year period
      hereinafter referred to as the “Distribution Compliance Period”) shall
      only be made in compliance with the safe harbor provisions set forth in
      Regulation S, pursuant to the registration provisions of the 1933 Act or
      an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state and provincial
  securities laws;








- 8 -

	 	(o) 	
      the Purchaser 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 and provincial
      securities laws;

	 	 	 	 
	 	(p) 	
      the Purchaser understands and agrees that the Issuer will
      refuse to register any transfer 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
      the registration requirements of the 1933 Act;

	 	 	 	 
	 	(q) 	
      the Purchaser 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; and

	 	 	 	 
	 	(r) 	
      no person has made to the Purchaser 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
      Issuer on any stock exchange or automated dealer quotation
  system.



2.3 Reliance, indemnity and notification of changes

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 2 to 3, the
General Provisions on pages 4 to 10 and the other schedules and appendices
incorporated by reference) are made by the Purchaser with the intent that they
be relied upon by the Issuer in determining its suitability as a purchaser of
Purchased Securities, and the Purchaser hereby agrees to indemnify the Issuer
against all losses, claims, costs, expenses and damages or liabilities which any
of them may suffer or incur as a result of reliance thereon. The Purchaser
undertakes to notify the Issuer immediately of any change in any representation,
warranty or other information relating to the Purchaser set forth in the
Subscription Agreement (including the first (cover) page, the Terms on pages 2
to 3, the General Provisions on pages 4 to 10 and the other schedules and
appendices incorporated by reference) which takes place prior to the
Closing.

2.4 Survival of representations and warranties

The representations and warranties contained in this Section
will survive the Closing.

3. ISSUER’S ACCEPTANCE

The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Units which will not
be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the subscription by the
Purchaser, the Subscription Agreement will be entered into on the date of such
execution by the Issuer.




- 9 -

4. CLOSING

4.1 On or before the end of the fifth business day before the
Closing Date, the Purchaser will deliver to the Issuer the Subscription
Agreement and all applicable schedules and required forms, duly executed, and
payment in full for the total price of the Purchased Securities to be purchased
by the Purchaser.

4.2 At Closing, the Issuer will deliver to the Purchaser the
certificates representing the Purchased Securities purchased by the Purchaser
registered in the name of the Purchaser or its nominee, or as directed by the
Purchaser.

5. MISCELLANEOUS

5.1 The Purchaser agrees to sell, assign or transfer the
Securities only in accordance with the requirements of applicable securities
laws and any legends placed on the Securities as contemplated by the
Subscription Agreement.

5.2 The Purchaser hereby authorizes the Issuer to correct any
minor errors in, or complete any minor information missing from any part of the
Subscription Agreement and any other schedules, forms, certificates or documents
executed by the Purchaser and delivered to the Issuer in connection with the
Private Placement.

5.3 The Issuer may rely on delivery by fax machine of an
executed copy of this subscription, and acceptance by the Issuer of such faxed
copy will be equally effective to create a valid and binding agreement between
the Purchaser and the Issuer in accordance with the terms of the Subscription
Agreement.

5.4 Without limitation, this subscription and the transactions
contemplated by this Subscription Agreement are conditional upon and subject to
the Issuer’s having obtained such regulatory approval of this subscription and
the transactions contemplated by this Subscription Agreement as the Issuer
considers necessary.

5.5 This Subscription Agreement is not assignable or
transferable by the parties hereto without the express written consent of the
other party to this Subscription Agreement.

5.6 Time is of the essence of this Subscription Agreement and
will be calculated in accordance with the provisions of the Interpretation
Act (British Columbia).

5.7 Except as expressly provided in this Subscription Agreement
and in the agreements, instruments and other documents contemplated or provided
for in this Subscription Agreement, this Subscription Agreement contains the
entire agreement between the parties with respect to 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, or by anyone
else.

5.8 The parties to this Subscription Agreement may amend this
Subscription Agreement only in writing.

5.9 This Subscription Agreement enures to the benefit of and is
binding upon the parties to this Subscription Agreement and their successors and
permitted assigns.

5.10 A party to this Subscription Agreement will give all
notices to or other written communications with the other party to this
Subscription Agreement concerning this Subscription Agreement by hand or by
registered mail addressed to the address given on page 1.

5.11 This Subscription Agreement is to be read with all changes
in gender or number as required by the context.

5.12 This Subscription Agreement will be governed by and
construed in accordance with the internal laws of Nevada (without reference to
its rules governing the choice or conflict of laws), and the parties hereto
irrevocably attorn and submit to the exclusive jurisdiction of the courts
of Nevada with respect to any dispute related to this Subscription
Agreement.




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END OF GENERAL PROVISIONS

END OF SUBSCRIPTION AGREEMENT