Filed by Automated Filing Services Inc. (604)609-0244 - Tamm Oil and Gas Corp. - Exhibit 10.1






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.

TAMM OIL AND GAS CORP. 
(FORMERLY HOLA COMMUNICATIONS,
INC.)

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT UNITS

NON-UNITED STATES RESIDENT PURCHASERS 
NON CANADIAN
PURCHASERS

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.







This is Page 1 of 12 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: TAMM OIL AND GAS CORP. (formerly Hola
Communications, Inc.) (the “Issuer”), of 460-734, 7 Avenue SW, Calgary,
AB V7K 2R3 Canada

Subject and pursuant to the terms set out in the Terms on pages
2 to 4 and the General Provisions on pages 5 to 12, the Purchaser hereby
irrevocably subscribes for, and on Closing will purchase from the Issuer, the
following securities at the following price:


  	 
	 ________________________ Units 
	 
	US$1.25 per Unit for a total purchase price of US$ ___________________________________________
	 
	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
      _______________, 2007. 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 _______________,
        2007 	 	  
	 	 	 
	   TAMM OIL AND GAS CORP. 	 	   Address of Purchaser (residence)
      
	   Per: 	 	  
	 	 	 
	 	 	   Telephone Number 
	   Authorized Signatory 	 	  
	 	 	 
	 	 	   E-mail address 
	 	 	  
	 	 	 
	 	 	   Social Security/Insurance No.:
      



By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 2 to 4 and the General Provisions on pages 5 to 12. If
funds are delivered to the Issuer’s lawyers, they are authorized to immediately
release the funds to the Issuer. 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 2 of 12 


TERMS

Reference date of this Subscription November _____, 2007
(the “Agreement Date”)

Agreement 

THE OFFERING

	The Issuer 	Tamm Oil and Gas Corp. (formerly Hola
      Communications, Inc.) 
	  	(the “Issuer”) 
	  	  
	Offering 	The offering consists of up to 2,600,000 units
      (the “Units”) of the Issuer at a price of $1.25 per Unit, each Unit
      consists of one share of the Issuer’s common stock (a “Share”) and one
      share purchase warrant (a “Warrant”). 
	  	  
		Each Warrant shall entitle the Purchaser to
      purchase one additional share (a “Warrant Share”) at a price of $1.75 per
      Warrant Share for a period of two years from the Closing Date. 
	  	  
	Purchased Securities 	The “Purchased Securities” under this
      Subscription Agreement are Units. 
	  	  
	No Minimum or Maximum 	There is no minimum or maximum offering. The
      Issuer may close on any subscription amounts it receives and it may close
      the offering in tranches. 
	  	  
	Issue Price 	US$1.25 per Unit 
	  	  
	Warrants 	The Warrants will be non-transferable and be
      issued and registered in the name of the purchasers or their nominees.
  
	  	  
		The certificates representing the Warrants
      will, among other things, include provisions for the appropriate
      adjustment in the class, number and price of the Warrant Shares issued
      upon exercise of the Warrants upon the occurrence of certain events,
      including any subdivision, consolidation or reclassification of the
      Issuer’s common shares, the payment of stock dividends and the
      amalgamation of the Issuer. 
	  	  
		The issue of the Warrants will not restrict or
      prevent the Issuer from obtaining any other financing, or from issuing
      additional securities or rights, during the period within which the
      Warrants may be exercised. 
	  	  
	Selling Jurisdictions 	The Units may be sold in jurisdictions where
      they may be lawfully sold (the “Selling Jurisdictions”). 
	  	  
	Exemptions 	The offering will be made in accordance with
      any exemptions that may be available under the securities laws of the
      Selling Jurisdictions. 
	  	  
	Registration of Securities 	The Securities acquired by the Purchasers are
      restricted under Rule 144 and will not be registered by the Issuer. 
	  	  
	Resale restrictions and legends 	The Purchaser acknowledges that the
      certificates representing the Purchased Securities will bear the following
      legend: 







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 12 


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.


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

	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 Securities, is scheduled to occur on or about November ___, 2007 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 Units
      purchased under this Subscription Agreement; and 
	  	  	  
		(b) 	“Securities” means the Shares, the Warrants and
      the Warrant Shares. 







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 12 


THE ISSUER AND PAYMENT INSTRUCTIONS

	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” are the US Securities Exchange Act of 1934, and the
      Securities Commission having jurisdiction over the Issuer is the United
      States Securities and Exchange Commission. 
	  	  
	Wire Instructions to the Issuer 	Royal Bank of Canada 
	  	Main Branch 
	  	339-8th Avenue SW 
	  	Calgary, AB T2P 1C4 
	  	ACCOUNT NO.: 
	  	SWIFT: 
	  	ABA: 
	  	TRANSIT: 


END OF TERMS





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 12 


GENERAL PROVISIONS

1. DEFINITIONS

1.1 In the Subscription Agreement (including the first (cover)
page, the Terms on pages 2 to 4 and the General Provisions on pages 5 to 12, 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 4) 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 Commissions with
      Jurisdiction over the Issuer (as defined on page 4) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

	 	 	 
	 	(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 5 to 12;

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

	 	 	 
	 	(j) 	
      “Purchased Securities” means the Units;

	 	 	 
	 	(k) 	
      “Regulatory Authorities” means the
    Commissions;

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

	 	 	 
	 	(m) 	
      “Share” means a common share in the capital of the
      Issuer;

	 	 	 
	 	(n) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 2 to 4 and the General Provisions on pages 5 to
      12; and

	 	 	 
	 	(o) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 2 to
4.



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.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 12 


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

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
      Purchased Securities 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 Purchased Securities;

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

	 	 	 
	 	(g) 	
      the Purchaser has not acquired the Purchased Securities
      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 any of the Securities; provided, however, that the Purchaser may
      sell or otherwise dispose of the Securities 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 Purchased Securities
      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 Purchased Securities hereunder
      have been made available for inspection by the Purchaser, the Purchaser's
      lawyer and/or advisor(s);








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 12 



	 	(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;

	 	 	 	 
	 	(k) 	
      the Purchased 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 Purchased 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 the US 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 Securities 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 Purchased
      Securities 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



2.2 By executing and delivering this Agreement, each Purchaser
will have warranted that it has investigated the securities laws and rules
applicable to its jurisdiction of residence and warrants to the Issuer that the
issuance of the Securities to the Purchaser complies with the applicable
securities laws without further action or filings by the Issuer in that
jurisdiction.

2.3 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;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 12 



	 	(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;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Purchased Securities 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) 	
      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;

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

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

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

	 	 	 
	 	(h) 	
      the sale of the Purchased Securities 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;

	 	 	 
	 	(i) 	
      the Purchaser is acquiring the Purchased Securities 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 Securities in the United States or to U.S.
      Persons;

	 	 	 
	 	(j) 	
      the Purchaser is outside the United States when receiving
      and executing this Agreement and is acquiring the Purchased Securities 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;

	 	 	 
	 	(k) 	
      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
      Purchased Securities;

	 	 	 
	 	(l) 	
      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;

	 	 	 
	 	(m) 	
      the Purchaser acknowledges that the Purchaser has not
      acquired the Purchased Securities 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;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 12 



	 	(n) 	 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;

	 	 	 	 
	 	(o) 	 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 Securities
        (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;

	 	 	 	 
	 	(p) 	 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;

	 	 	 	 
	 	(q) 	 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;

	 	 	 	 
	 	(r) 	 the Purchaser is not aware of any advertisement
        of any of the Securities and is not acquiring the Securities 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

	 	 	 	 
	 	(s) 	 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.


2.4 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 4 and the
General Provisions on pages 5 to 12 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 4 and the General Provisions on pages 5 to 12 which takes
place prior to the Closing.





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 12 


2.5 Survival of representations and warranties

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

3. RESALE OF SECURITIES

3.1 The Securities have not been registered under the 1933 Act
and are "restricted securities" as defined under Rule 144 and may be resold only
if:

	 	(a) 	
      the sale is to the Issuer;

	 	 	 
	 	(b) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S (or such
      successor rule or regulation then in effect), if available, and in
      compliance with applicable state securities laws;

	 	 	 
	 	(c) 	
      the sale is made pursuant to an exemption from the
      registration requirements under the 1933 Act provided by Rule 144
      thereunder, if available, and in accordance with any applicable state
      securities laws;

	 	 	 
	 	(d) 	
      the sale is a transaction that does not require
      registration under the 1933 Act or any applicable state securities laws,
      and it has prior to such sale furnished to the Issuer an opinion of
      counsel to that effect reasonably satisfactory to the Issuer; or

	 	 	 
	 	(e) 	
      the sale is pursuant to an effective registration
      statement under the 1933 Act;



3.2 Legends on Certificates

For the period under the 1933 Act when the Securities are
“restricted securities” as defined in Rule 144 under the 1933 Act, each
certificate representing such Securities shall bear the following legend:


	
      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.










	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 11 of 12 


4. ISSUER’S ACCEPTANCE

The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Securities 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.

5. CLOSING

5.1 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.

5.2 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.

6. MISCELLANEOUS

6.1 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.

6.2 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.

6.3 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.

6.4 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.

6.5 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.

6.6 Time is of the essence of this Subscription Agreement.

6.7 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.

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

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

6.10 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.

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





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 12 of 12 


6.12 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.

END OF GENERAL PROVISIONS

END OF SUBSCRIPTION AGREEMENT