Bioshaft Water Technology, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






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

BIOSHAFT WATER TECHNOLOGY, INC. 

PRIVATE
PLACEMENT

INSTRUCTIONS TO SUBSCRIBER:
  


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

	 	 
	2. 	
      FAX a copy of page 2 of this Subscription
      Agreement, and if resident in Canada, all pages of the Questionnaire
      attached as Schedule A, to Bioshaft Water Technology, Inc., attention Adam
      Yassine at (949) 313-2926 .

	 	 
	3. 	
      COURIER the originally executed copy of the entire
      Subscription Agreement, together with the Questionnaire (if applicable),
      to Bioshaft Water Technology, Inc. to



Bioshaft Water Technology, Inc.
1 Orchard Road, Suite
220
Lake Forest, CA 92630
Attention: Adam Yassine





2

BIOSHAFT WATER TECHNOLOGY, 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$0.05 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__________, _____. 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) 
	ACCEPTED this _____ day of ___________, _____. 		  
	BIOSHAFT WATER TECHNOLOGY, INC. 	 	Address of Subscriber
      (residence) 
	Per: 	  	  
	Authorized signatory 	  	Telephone number and e-mail
      address 


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.




3

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: 	Bioshaft Water Technology, Inc. (the “Company”)
    


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$0.05 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 (each a
“Warrant”) subject to adjustment. Each whole 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 sixty months commencing from the Closing (as defined hereafter),
at a price per Warrant Share of US$0.10. 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.

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.




4

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           
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 March 31,
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.

3.2           
The Subscriber will deliver to the Company the Subscription Agreement and all
applicable schedules and required forms, duly executed, and payment in full for
the total price of the Securities to be purchased by the Purchaser.

	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");








5

	 	(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;








6

	 	(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.





	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:







7

	 	(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;








8

	 	(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;

	 	 	 
	 	(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;








9

	 	(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, if the
      Subscriber is resident in Canada, 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.             
      ACKNOWLEDGEMENT AND WAIVER


6.1           
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.

	7.             
      REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE
      COMPANY


7.1           
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.

	8.             
      RESALE RESTRICTIONS


8.1           
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

	9.             
      LEGENDING AND REGISTRATION OF SUBJECT
  SECURITIES


9.1           
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. 







9.2            
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.

	10.           
       NOTICES TO RESIDENTS OF THE EUROPEAN ECONOMIC
  AREA


10.1           
In relation to each member state of the European Economic Area (the “EEA”) which
has implemented Directive 2003/71/EC (the “Prospectus Directive”) (each, a
“Relevant Member State”), Units may only be offered or sold in the Relevant
Member State under the following exemptions under the Prospectus Directive, if
they have been implemented in that Relevant Member State:

	 	(a) 	
      to legal entities which are authorised or regulated to
      operate in the financial markets or, if not so authorised or regulated,
      whose corporate purpose is solely to invest in securities;

	 	 	 
	 	(b) 	
      to any legal entity which has two or more of (1) an
      average of at least 250 employees during the last financial year; (2) a
      total balance sheet of more than €43,000,000; and (3) an annual net
      turnover of more than €50,000,000, as shown in its last annual or
      consolidated accounts;

	 	 	 
	 	(c) 	
      in any other circumstances falling within Article 3(2) of
      the Prospectus Directive;







11

provided that no such offer of Units shall result in a
requirement for the publication by the Company of a prospectus pursuant to
Article 3 of the Prospectus Directive.

	11.             
      COSTS


11.1           
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.

	12.             
      GOVERNING LAW


12.1           
This Subscription Agreement is governed by the laws of the State of Nevada. 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 State of Nevada.

	13.             
      SURVIVAL


13.1           
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.

	14.             ASSIGNMENT


14.1           
This Subscription Agreement is not transferable or assignable.

	15.            
      SEVERABILITY


15.1           
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.

	16.            
      ENTIRE AGREEMENT


16.1           
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.

	17.             
      NOTICES


17.1           
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.

	18.            
      COUNTERPARTS AND ELECTRONIC
MEANS


18.1           
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.




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
	 [ ]
	 	 	 	 	 
	 		(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
	 [ ]
	 	 	 	 	 
	 		(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
	 [ ]
	 	 	 	 	 
	 		(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company
	 [ ]
	 	 	 	 	 
	 		(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company
	 [ ]
	 	 	 	 	 
	 		(F) 	
      an accredited investor
	 [ ]
	 	 	 	 	 
	 		(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
	 [ ]
	 	 	 	 	 
	 		(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
	 [ ]
	 	 	 	 	 
	 		(I) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000
	 [ ]






- 2 -

	 	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
	 [ ]
	 	 	 	 	 
	 		(B) 	
      an affiliate of a founder of the Company
	 [ ]
	 	 	 	 	 
	 		(C) 	
      a spouse, parent, brother, sister, grandparent or child
      of a director, executive officer or founder of the Company
	 [ ]
	 	 	 	 	 
	 		(D) 	
      a person that is a control person of the Company
	 [ ]
	 	 	 	 	 
	 		(E) 	
      an accredited investor
	 [ ]
	 	 	 	 	 
	 		(F) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000
	 [ ]



	 	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.)

	 	 	 
	 	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):




	 	[ ] 	
      (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);

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

	 	 	 
	 	[ ] 	
      (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;

	 	 	 
	 	[ ] 	
      (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);







- 3 -

	 	[ ] 	
      (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);

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

	 	 	 
	 	[ ] 	
      (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;

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

	 	 	 
	 	[ ] 	
      (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;

	 	 	 
	 	[ ] 	
      (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;

	 	 	 
	 	[ ] 	
      (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;

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

	 	 	 
	 	[ ] 	
      (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;

	 	 	 
	 	[ ] 	
      (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) 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;

	 	 	 
	 	[ ] 	
      (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;

	 	 	 
	 	[ ] 	
      (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;

	 	 	 
	 	[ ] 	
      (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;







- 4 -

	 	[ ] 	
      (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;

	 	 	 
	 	[ ] 	
      (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;

	 	 	 
	 	[ ] 	
      (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

	 	 	 
	 	[ ] 	
      (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;



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
__________________, ________.

	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