form10qsb103107ex10-1.htm


    The
      securities to which this agreement relate have not been registered under the
      United States Securities Act of 1933, as amended, any U.S. state securities
      laws, any applicable Canadian securities laws, or any securities laws of any
      other jurisdiction and may not be offered or resold in the United States or
      in
      Canada without registration under such applicable U.S. or Canadian securities
      laws, unless an exemption from registration is available and only upon the
      holder thereof first having obtained the written opinion of counsel to the
      Company, or other counsel acceptable to the Company, that the proposed
      disposition is consistent with all applicable provisions of such Act as well
      as
      any other applicable securities law.

     

    PRIVATE
      PLACEMENT SUBSCRIPTION AGREEMENT

     

    TO:           AMERICAN
      GOLDFIELDS INC. (the “Company”)

     

    Re:           Purchase
      of securities of the Company

     

    Details
      of
      Subscription:                                                      The
      Subscriber (the “Subscriber”) hereby irrevocably subscribes for and agrees to
      purchase from the Company, on the terms and conditions set forth herein and
      in
      the attached schedules, that number of units of the Company set out below at
      a
      price of $0.64 per unit.  Each unit shall consist of one common share
      of the Company (a “Share”) and two share purchase warrants (collectively, the
“Warrants”), each Warrant substantially in the form attached
      hereto.  Each Warrant shall entitle the Subscriber to purchase one
      common share of the Company at the following prices:

     

    
      	
               

            	
              a.

            	
              Class
                A warrant – $0.70  per
                share

            


    

    
      	
               

            	
              b.

            	
              Class
                B warrant – $0.74 per share

            


    

    


     

    The
      Class
      A are exercisable immediately and the Class B Warrants are not exercisable
      until
      February 6, 2008. The Warrants expire 5 years from the date the Warrants are
      first exercisable.  The Company reserves the right, in its sole and
      absolute discretion, to reduce the exercise price of the warrants and/or to
      accelerate the exercise date of the Warrants.

     

    
      	
              Number
                of Units to be purchased:

            	 	 	
              Units

            
	
              Total
                Subscription Price:

                      ($0.64
                per Unit)

            	
              $

            	 	 


    

    


    
      	
              Name
                of Subscriber:

            	 	 
	
              Address:

            	 	 
	 	 	
              (Street
                Address)

               

            
	 	 	
              (City
                and Province)

               

            
	 	 	
              (Country
                and Postal or Zip Code)

               

            
	 	 	
              (Contact
                Name)

               

            
	 	 	
              (Contact’s
                Telephone Number)

               

            
	 	 	
              (Contact’s
                e-mail Address)

            


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


     

    N
      WITNESS
      WHEREOF the Subscriber has executed, or caused its duly authorized
      representative to execute, this agreement as of December 6, 2007.

     

    
      	 	 	 
	
              Signature
                of Subscriber (if an individual)

               

               

               

               

            	
              Per:

            	
              Name
                of Subscriber (if not an individual)

            
	
              Name
                of Subscriber (if an individual)

            	 	
              (signature
                of authorized representative)

            
	 	 	
              Name
                and Title of Authorized
                Representative

            


    

     

    ACCEPTANCE

     

    The
      foregoing is accepted and agreed to as of the 6th day of December,
      2007.

     

    AMERICAN
      GOLDFIELDS INC.

     

     By:   ________________________

    Name:
      Donald Neal

    Title:  President


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    SCHEDULE
      I

     

    CONFIRMATION
      OF RELATIONSHIP

    (For
      Directors, Senior Officers and Control Persons and

    Their
      Close Personal Friends, Close Business Associates and Relatives)

     

    The
      Subscriber represents and warrants to the Company that the Subscriber has read
      the following definitions from Multilateral Instrument 45-103 Capital
      Raising Exemptions and certifies that the Subscriber has the
      relationship(s) to the Company or its directors, senior officers or control
      persons by virtue of the Subscriber being:

     

    (initial
      one or more as appropriate)

     

    
      	
              _____

            	
              (a)

            	
              a
                director, senior officer or control person of the Company, or of
                an
                affiliate of the Company;

            


    

     

    
      	
              _____

            	
              (b)

            	
              a
                spouse, parent, grandparent, brother, sister or child of a director,
                senior officer or control person of the Company, or of an affiliate
                of the
                company;

            


    

     

    
      	
              _____

            	
              (c)

            	
              a
                close personal friend of a director, senior officer or control person
                of
                the Company, or of an affiliate of the
                Company;

            


    

     

    
      	
              _____

            	
              (d)

            	
              a
                close business associate of a director, senior officer or control
                person
                of the Company, or of an affiliate of the
                Company;

            


    

     

    
      	
              _____

            	
              (e)

            	
              a
                person or company that is wholly-owned by any combination of persons
                or
                companies described in paragraphs (a) to
                (d),

            


    

     

    
      	
               

            	
              and
                if (b), (c), (d) or (e) is initialed the director, senior officer
                or
                control person is:

            


    

     

    
      	
               

            	
              ________________________________________

            


    

    
      	
               

            	
              (Print
                name of director, senior officer or control
                person)

            


    

     

    The
      foregoing representations and warranties are true and accurate as of the date
      of
      this certificate and will be true and accurate as of Closing.  If any
      such representations and warranties shall not be true and accurate prior to
      Closing, the Subscriber shall give immediate written notice of such fact to
      the
      Company.

     

    For
      the
      purposes hereof, the following definitions are included for
      convenience:

     

    
      	
               

            	
              a.

            	
              “close
                business associate” means an individual who has had sufficient prior
                business dealings with the director, senior officer or control person
                to
                be in a position to assess the capabilities and trustworthiness of
                the
                director, senior officer or control
                person.

            


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


     

    
      	
               

            	
              A
                casual business associate or a person introduced or solicited for
                the
                purpose of purchasing securities is not a close business
                associate.  An individual is not a close business associate
                solely because the individual is a client or former client.  For
                example, an individual is not a close business associate of a registrant
                or former registrant solely because the individual is a client or
                former
                client of that registrant or former
                registrant.

            


    

     

    The
      relationship between the purchaser and the director, senior officer or control
      person must be direct.  For example, the exemption is not available
      for a close business associate of a close business associate or a director,
      senior officer or control person.

     

    
      	
               

            	
              b.

            	
              “close
                personal friend” means an individual who has known the director, senior
                officer or control person for a sufficient period of time to be in
                a
                position to assess the capabilities and trustworthiness of the director,
                senior officer or control person.

            


    

     

    An
      individual is not a close personal friend solely because

     

    
      	
               

            	
              ·

            	
              the
                individual is a member of the same organization, association or religious
                group, or

            


    

     

    
      	
               

            	
              ·

            	
              the
                individual is a client or former
                client.

            


    

     

    The
      relationship between the purchaser and the director, senior officer or control
      person must be direct.  For example, the exemption is not available
      for a close personal friend or a close personal friend of the director, senior
      officer or control person.

     

    
      	
               

            	
              c.

            	
              “company”
                means any corporation, incorporated association, incorporated syndicate
                or
                other incorporated organization.

            


    

     

    
      	
               

            	
              d.

            	
              “person”
                means and individual, partnership, unincorporated association,
                unincorporated syndicate, unincorporated organization, trust, trustee,
                executor, administrator or other legal
                representative.

            


    

     

    
      	
               

            	
              e.

            	
              “spouse”
means,
                in relation to an
                individual, another individual to whom that individual is married,
                or
                another individual of the opposite sex or the same sex with whom
                that
                individual is living in a conjugal relationship outside
                marriage.

            


    

     

    DATED
      at
      _______ on ______________________________.

     

    ___________________________________

    Name
      of Purchaser – please
      print

     

    ___________________________________

    Authorized
      Signature

     

    ___________________________________

    Official
      Capacity – please
      print

     

    ___________________________________

    
      	
               

            	
              Please
                print name and individual whose signature appears above, if different
                name
                of purchaser printed above.

            


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    
      	
               

            	
              SCHEDULE
                II

            


    

     

    
      	
               

            	
              ACCREDITED
                INVESTOR CONFIRMATION

            


    

    
      	
               

            	
              (For
                accredited investors resident in British Columbia or
                Alberta)

            


    

     

    The
      Subscriber represents and warrants to the Company that the Subscriber has read
      the following definitions of an “accredited investor” from Multilateral
      Instrument 45-103 Capital Raising Exemptions and certifies that the
      Subscriber is an accredited investor by virtue of falling into one or more
      of
      the categories indicated below (initial as appropriate):

     

    
      	
              _____

            	
              (a)

            	
              a
                Canadian financial institution, 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 of Canada Act
                (Canada);

            


    

     

    
      	
              _____

            	
              (c)

            	
              an
                association under the Cooperative Credit Associations Act
                (Canada) located in Canada;

            


    

     

    
      	
              _____

            	
              (d)

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

            


    

     

    
      	
              _____

            	
              (e)

            	
              a
                person or company registered under the securities legislation of
                British
                Columbia or Alberta, or under the securities legislation of another
                jurisdiction of Canada, as an adviser or dealer, other than a limited
                market dealer registered under the Securities Act
                (Ontario);

            


    

     

    
      	
              _____

            	
              (f)

            	
              an
                individual registered or formerly registered under the securities
                legislation of British Columbia or Alberta, or under the securities
                legislation of another jurisdiction of Canada, as a representative
                of a
                person or company referred to in paragraph
                (e);

            


    

     

    
      	
              _____

            	
              (g)

            	
              the
                government of Canada or a province, or any crown corporation or agency
                of
                the government of Canada or a
                province;

            


    

     

    
      	
              _____

            	
              (h)

            	
              a
                municipality, public board or commission in
                Canada;

            


    

     

    
      	
              _____

            	
              (i)

            	
              any
                national, federal, state, provincial, territorial or municipal government
                of or in any foreign jurisdiction, or any agency of that
                government;

            


    

     

    
      	
              _____

            	
              (j)

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

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


     

    
      	
              _____

            	
              (k)

            	
              a
                registered charity under the Income Tax Act
                (Canada)

            


    

     

    
      	
              _____

            	
              (l)

            	
              an
                individual who, either alone or jointly with a spouse, beneficially
                owns,
                directly or indirectly, financial assets having an aggregate realizable
                value that before taxes, but net of any related liabilities, exceeds
                CDN$1,000,000;

            


    

     

    
      	
              _____

            	
              (m)

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

            


    

     

    
      	
              _____

            	
              (n)

            	
              a
                corporation, limited partnership, limited liability partnership,
                trust or
                estate, other than a mutual fund or non-redeemable investment fund,
                that
                had net assets of at least CDN$ 5,000,000 as shown on its most recently
                prepared financial statements;

            


    

     

    
      	
              _____

            	
              (o)

            	
              a
                mutual fund or non-redeemable investment fund that, in British Columbia
                or
                Alberta, distributes its securities only to persons or companies
                that are
                accredited investors;

            


    

     

    
      	
              _____

            	
              (p)

            	
              a
                mutual fund or non-redeemable investment fund that, in British Columbia
                or
                Alberta, distributes its securities under a prospectus for which
                the
                British Columbia or Alberta Securities Commission, as the case may
                be, has
                issued a receipt;

            


    

     

    
      	
              _____

            	
              (q)

            	
              an
                entity organized in a foreign jurisdiction that is analogous to any
                of the
                entities referred to in paragraphs (a) through (e) and paragraph
                (j) in
                form and function; or

            


    

     

    
      	
              _____

            	
              (r)

            	
              a
                person or company in respect of which all of the owners of interests,
                direct or indirect, legal or beneficial, are persons or companies
                that are
                accredited investors.

            


    

     

    The
      foregoing representations and warranties are true and accurate as of the date
      of
      this certificate and will be true and accurate as of Closing.  If any
      such representations and warranties shall not be true and accurate prior to
      Closing, the Subscriber shall give immediate written notice of such fact to
      the
      Company.

     

    For
      the
      purposes hereof, the following definitions are included for
      convenience:

     

    
      	
               

            	
              a.

            	
              “company”
                means any corporation, incorporated association, incorporated syndicate
                or
                other incorporated
                organization.

            


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


     

    
      	
               

            	
              b.

            	
              “entity”
                means a company, syndicate, partnership, trust or incorporated
                organization.

            


    

     

    
      	
               

            	
              c.

            	
              “financial
                assets” means cash and securities.

            


    

     

    
      	
               

            	
              d.

            	
              “mutual
                fund” indicates an issuer of securities that entitle the holder to receive
                on demand, or within a specified period after demand, an amount computed
                by reference to the value of a proportionate interest in the whole
                or in a
                part of the net assets, including a separate fund or trust account,
                of the
                issuer of securities.

            


    

     

    
      	
               

            	
              e.

            	
              “non-redeemable
                investment fund” means an issuer:

            


    

     

    
      	
               

            	
              i.

            	
              whose
                primary purpose is to invest money provided by its security
                holders;

            


    

     

    
      	
               

            	
              ii.

            	
              that
                does not invest for the purpose of exercising effective control,
                seeking
                to exercise effective control, or being actively involved in the
                management of the issuers in which it invests, other than other mutual
                funds or non-redeemable investment funds;
                and

            


    

     

    
      	
               

            	
              iii.

            	
              that
                is not a mutual fund.

            


    

     

    
      	
               

            	
              f.

            	
              “person”
                means an individual, partnership, unincorporated association,
                unincorporated syndicate, unincorporated organization, trust, trustee,
                executor, administrator or other legal
                representative.

            


    

     

    
      	
               

            	
              g.

            	
              “related
                liabilities” means liabilities incurred or assumed for the purpose of
                financing the acquisition or ownership of financial assets and liabilities
                that are secured by financial
                assets.

            


    

     

    
      	
               

            	
              h.

            	
              “spouse”
                means, in relation to an individual, another individual to whom that
                individual is married, or another individual or the opposite sex
                or the
                same sex with whom that individual is living in a conjugal relationship
                outside of marriage.

            


    

     

    In
      Multilateral Instrument 45-103 a person or company is considered to
      be:

     

    
      	
               

            	
              ·

            	
              an
                “affiliated entity” of another person or company if one is a subsidiary
                entity of the other, or if both are subsidiary entities of the same
                person
                of company, or if each of them is controlled by the same person or
                company.

            


    

     

    
      	
               

            	
              ·

            	
              “controlled”
                by a person or company if,

            


    

     

    
      	
               

            	
              a.

            	
              in
                the case of a person or company,

            


    

     

    
      	
               

            	
              i.

            	
              voting
                securities of the first-mentioned person or company carrying more
                than 50%
                of the votes for the election of directors are held, otherwise than
                by way
                of securities only, by or for the benefit of the other person or
                company;
                and

            


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


     

    
      	
               

            	
              ii.

            	
              the
                votes carried by the securities are entitled, if exercised, to elect
                a
                majority of the directors of the first-mentioned person or
                company;

            


    

     

    
      	
               

            	
              b.

            	
              in
                the case of a partnership that does not have directors, other than
                a
                limited partnership, the second-mentioned person or company holds
                more
                than 50% of the interests in the partnership;
                or

            


    

     

    
      	
               

            	
              c.

            	
              in
                the case of a limited partnership, the general partner is the
                second-mentioned person or company.

            


    

     

    
      	
               

            	
              ·

            	
              a
                “subsidiary entity” of another person or company
                if:

            


    

     

    
      	
               

            	
              a.

            	
              it
                is controlled by,

            


    

     

    
      	
               

            	
              i.

            	
              that
                other, or

            


    

     

    
      	
               

            	
              ii.

            	
              that
                other and one or more persons or companies each of which’s controlled by
                that other, or

            


    

     

    
      	
               

            	
              iii.

            	
              two
                or more persons or companies, each of which is controlled by that,
                or

            


    

     

    
      	
               

            	
              b.

            	
              it
                is a subsidiary entity of a person or company that is the other’s
                subsidiary entity.

            


    

     

    DATED
      at  _________ on ______, 2007.

     

    ___________________________________

    Name
      of Purchaser – please
      print

     

    ___________________________________

    Authorized
      Signature

     

    ___________________________________

    Official
      Capacity – please
      print

     

    ___________________________________

    
      	
               

            	
              Please
                print name and individual whose signature appears above, if different
                name
                of purchaser printed above.

            


    

    



    
      
         

      

      
        8

        
          

        

      

      
         

      

    


     

    DETAILS
      AND CONDITIONS OF THE SUBSCRIPTION

     

    1.           Description
      of Securities

     

    The
      securities subscribed for hereunder shall be units, each unit consisting of
      one
      (1) share of common stock of the Company (collectively, the “Shares”) and two
      (2) common share purchase warrants (collectively, the
“Warrants”).  Each Warrant shall entitle the holder thereof to
      purchase one share of common stock of the Company (collectively, the “Warrant
      Shares”), during the period and for the prices described on the first page of
      this Private Placement Subscription Agreement (this “Agreement”) and as more
      further specified in the attached forms of the Warrant
      Agreements.  The foregoing description of the Warrants is a summary
      only and is subject to the detailed provisions of the Warrant
      Agreements.  The Shares and Warrants are herein collectively referred
      to as the “Units”.  The Units, Shares, Warrants and Warrant Shares are
      herein collectively referred to as the “Securities”.

     

    The
      Securities will be subject to statutory hold periods during which they may
      not
      be transferred or resold.  Subscribers are advised to consult their
      own legal advisers in connection with any applicable resale
      restrictions.

     

    2.           Payment
      of Subscription Price

     

    The
      total
      Subscription Price set out on the first page of this Agreement must be paid
      by
      money order, certified check or bank draft payable to the Company prior to
      the
      Closing Date.

     

    3.           Documents
      Required

     

    The
      Subscriber must complete, sign and deliver to the company and executed copy
      of
      this Agreement together with the attached applicable Schedules:

     

    
      	
               

            	
              a.

            	
              Schedule
                I, a Confirmation of Relationship, if the Subscriber is a director,
                senior
                officers or control person of the Company or a close personal friend,
                close business associate, spouse, parent, grandparent, sibling or
                child of
                a director, senior officer or control person of the
                Company.

            


    

     

    
      	
               

            	
              b.

            	
              Schedule
                II, a British Columbia or Alberta Accredited Investor Confirmation,
                if the
                Subscriber is an accredited investor resident in British Columbia
                or
                Alberta.

            


    

     

    The
      Subscriber shall complete, sign and deliver to the Company as soon as possible
      such further documents, questionnaires, notices and undertakings as may be
      required by regulatory authorities, stock exchanges and applicable
      law.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


     

    4.           Closing

     

    Delivery
      and payment for the Units (the “Closing) will be completed at the offices of
      American Goldfields Inc., 200-4170
      Still
      Creek Drive, Burnaby, B.C., Canada  V5C 6C6.

     

    Upon
      receipt by the Company of an executed Agreement and payment for an aggregate
      of
      _______ Units, certificates representing the Shares and Warrants will be
      available for delivery five business days after the Closing.

     

    5.           Acknowledgements
      by All Subscribers

     

    The
      Subscriber, irrespective of their jurisdiction of residency, acknowledges
      that:

    


    (a)           The
      Subscriber is acquiring the Securities for his own account as principal, not
      as
      a nominee or agent, 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 Securities
      or any portion thereof.  Further, the Subscriber does not have any
      contract, undertaking, agreement or arrangement with any person to sell,
      transfer or grant participations to such person or to any third person, with
      respect to the Securities for which the Subscriber is subscribing or any part
      of
      the Securities.

    


    (b)           The
      Subscriber has full power and authority to enter into this Agreement, the
      execution and delivery of this Agreement has been duly authorized, if
      applicable, and this Agreement constitutes a valid and legally binding
      obligation of the Subscriber.

    


    (c)           The
      Subscriber is not subscribing for the Securities as a result of or subsequent
      to
      any advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting, or any solicitation of a subscription
      by
      person previously not known to the Subscriber in connection with investment
      securities generally.

    


    (d)           The
      Subscriber understands that the Company is under no obligation to register
      the
      Securities under the Securities Act, or to assist the Subscriber in complying
      with the Securities Act or the securities laws of any state of the United States
      or of any foreign jurisdiction.

    


    (e)           The
      Subscriber is (i) experienced in making investments of the kind described in
      this Agreement and the related documents, (ii) able, by reason of the business
      and financial experience of its officers (if an entity) and professional
      advisors (who are not affiliated with or compensated in any way by the Company
      or any of its affiliates or selling agents), to protect its own interests in
      connection with the transactions described in this Agreement, and the related
      documents, and (iii) able to afford the entire loss of its investment in the
      Securities.


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    (f)           The
      Subscriber acknowledges his understanding that the offering and sale of the
      Securities is intended to be exempt from registration under the Securities
      Act.  In furtherance thereof, in addition to the other representations
      and warranties of the Subscriber made herein, the Subscriber further represents
      and warrants to and agrees with the Company and its affiliates as
      follows:

    


    
      	
               

            	
              (i)

            	
              The
                Subscriber realizes that the basis for the exemption may not be present
                if, notwithstanding such representations, the Subscriber has in mind
                merely acquiring the Securities for a fixed or determinable period
                in the
                future, or for a market rise, or for sale if the market does not
                rise.  The Subscriber does not have any such
                intention;

            


    

    


    
      	
               

            	
              (ii)

            	
              The
                Subscriber has the financial ability to bear the economic risk of
                his
                investment, has adequate means for providing for his current needs
                and
                personal contingencies and has no need for liquidity with respect
                to his
                investment in the Company; and

            


    

    


    
      	
               

            	
              (iii)

            	
              The
                Subscriber has such knowledge and experience in financial and business
                matters as to be capable of evaluating the merits and risks of the
                prospective investment in the Securities.  The Subscriber also
                represents it has not been organized for the purpose of acquiring
                the
                Securities; and

            


    

    


    
      	
               

            	
              (iv)

            	
              The
                Subscriber has been provided an opportunity for a reasonable period
                of
                time prior to the date hereof to obtain additional information concerning
                the offering of the Securities, the Company and all other information
                to
                the extent the Company possesses such information or can acquire
                it
                without unreasonable effort or
                expense.

            


    

    


    
      	
               

            	
              (v)

            	
              The
                Subscriber has carefully reviewed all of the Company’s filings under the
                Securities Exchange Act of 1934, as amended (the “Exchange
                Act”).

            


    

    


    (g)           The
      Subscriber is not relying on the Company, or its affiliates or agents with
      respect to economic considerations involved in this investment.  The
      Subscriber has relied solely on its own advisors.

    


    (h)           No
      representations or warranties have been made to the Subscriber by the Company,
      or any officer, employee, agent, affiliate or subsidiary of the Company, other
      than the representations of the Company contained herein, and in subscribing
      for
      Securities the Subscriber is not relying upon any representations other than
      those contained herein.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    (i)           Any
      resale of the Securities during the ‘distribution compliance period’ as defined
      in Rule 902(f) to Regulation S shall only be made in compliance with exemptions
      from registration afforded by Regulation S.  Further, any such sale of
      the Securities in any jurisdiction outside of the United States will be made
      in
      compliance with the securities laws of such jurisdiction.  The
      Investor will not offer to sell or sell the Securities in any jurisdiction
      unless the Investor obtains all required consents, if any.

    


    (j)           The
      Subscriber understands that the Securities are being offered and sold to him
      in
      reliance on an exemption from the registration requirements of United States
      federal and state securities laws under Regulation S promulgated under the
      Securities Act and that the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Investor set forth herein in order to determine the applicability of
      such
      exemptions and the suitability of the Investor to acquire the
      Securities.  In this regard, the Subscriber represents, warrants and
      agrees that:

     

    


     

    
      	
               

            	
              1.

            	
              The
                Subscriber is not a U.S. Person (as defined below) and is not an
                affiliate
                (as defined in Rule 501(b) under the Securities Act) of the Company
                and is
                not acquiring the Securities for the account or benefit of a U.S.
                Person.  A U.S. Person means any one of the
                following:

            


    

     

    
      	
               

            	
              ·

            	
              any
                natural person resident in the United States of
                America;

            


    

     

     

    
      	
               

            	
              ·

            	
              any
                partnership or corporation organized or incorporated under the laws
                of the
                United States of
                America;

            


    

     

     

    
      	
               

            	
              ·

            	
              any
                estate of which any executor or administrator is a U.S.
                person;

            


    

     

     

    
      	
               

            	
              ·

            	
              any
                trust of which any trustee is a U.S.
                person;

            


    

     

     

    
      	
               

            	
              ·

            	
              any
                agency or branch of a foreign entity located in the United States
                of
                America;

            


    

     

     

    
      	
               

            	
              ·

            	
              any
                non-discretionary account or similar account (other than an estate
                or
                trust) held by a dealer or other fiduciary for the benefit or account
                of a
                U.S. person;

            


    

     

     

    
      	
               

            	
              ·

            	
              any
                discretionary account or similar account (other than an estate or
                trust)
                held by a dealer or other fiduciary organized, incorporated or (if
                an
                individual) resident in the United States of America;
                and

            


    

     

     

    
      	
               

            	
              ·

            	
              any
                partnership or corporation
                if:

            


    

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


     

    
      	
               

            	
              (A)
                organized or incorporated under the laws of any foreign jurisdiction;
                and

            


    

     

     

    (B)
      formed by a U.S. person principally for the purpose of investing in securities
      not registered under the Securities Act, unless it is organized or incorporated,
      and owned, by accredited investors (as defined in Rule 501(a)
      under the Securities Act) who are not natural persons, estates or
      trusts.


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    2.           At
      the time of the origination of contact concerning this Agreement and the date
      of
      the execution and delivery of this Agreement, the Subscriber was outside of
      the
      United States.

    


    
      	
               

            	
              3.

            	
              The
                Subscriber will not, during the period commencing on the date of
                issuance
                of the Securities and ending on the first anniversary of such date,
                or
                such shorter period as may be permitted by Regulation S or other
                applicable securities law (the “Restricted Period”), offer, sell, pledge
                or otherwise transfer the Securities in the United States, or to
                a U.S.
                Person for the account or for the benefit of a U.S. Person, or otherwise
                in a manner that is not in compliance with Regulation
                S.

            


    

    


    
      	
               

            	
              4.

            	
              The
                Subscriber will, after expiration of the Restricted Period, offer,
                sell,
                pledge or otherwise transfer the Securities only pursuant to registration
                under the Securities Act or an available exemption therefrom and,
                in
                accordance with all applicable state and foreign securities
                laws.

            


    

    


    
      	
               

            	
              5.

            	
              The
                Subscriber was not in the United States, engaged in, and prior to
                the
                expiration of the Restricted Period will not engage in, any short
                selling
                of or any hedging transaction with respect to the Securities, including
                without limitation, any put, call or other option transaction, option
                writing or equity swap.

            


    

    


    
      	
               

            	
              6.

            	
              Neither
                the Subscriber nor or any person acting on his behalf has engaged,
                nor
                will engage, in any directed selling efforts to a U.S. Person with
                respect
                to the Securities and the Investor and any person acting on his behalf
                have complied and will comply with the “offering restrictions”
                requirements of Regulation S under the Securities
                Act.

            


    

    


    
      	
               

            	
              7.

            	
              The
                transactions contemplated by this Agreement have not been pre-arranged
                with a buyer located in the United States or with a U.S. Person,
                and are
                not part of a plan or scheme to evade the registration requirements
                of the
                Securities Act.

            


    

    


    
      	
               

            	
              8.

            	
              Neither
                the Subscriber nor any person acting on his behalf has undertaken
                or
                carried out any activity for the purpose of, or that could reasonably
                be
                expected to have the effect of, conditioning the market in the United
                States, its territories or possessions, for any of the
                Securities.  The Subscriber agrees not to cause any
                advertisement of the Securities to be published in any newspaper
                or
                periodical or posted in any public place and not to issue any circular
                relating to the Securities, except such advertisements that include
                the
                statements required by Regulation S under the Securities Act, and
                only
                offshore and

            


    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    
      	
               

            	
              not
                in the U.S. or its territories, and only in compliance with any local
                applicable securities laws.

            


    

    


    
      	
               

            	
              9.

            	
              Each
                certificate representing the Securities shall be endorsed with the
                following legends, in addition to any other legend required to be
                placed
                thereon by applicable federal or state securities
                laws:

            


    

     

    (A)           “THE
      SHARES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
      IN
      REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
      ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
      UNDER THE SECURITIES ACT.”

     

    (B)           “TRANSFER
      OF THESE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
      REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
      TO
      AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT
      BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

    


    
      	
               

            	
              10.

            	
              The
                Subscriber consents to the Company making a notation on its records
                or
                giving instructions to any transfer agent of the Company in order
                to
                implement the restrictions on transfer of the Securities set forth
                herein.

            


    

    


    (k)           The
      Subscriber is an “accredited investor” as that term is defined within the
      meaning of Rule 501 ” as that term is defined in Rule 501 of the General Rules
      and Regulations under the Securities Act by reason of Rule
      501(a)(3).

    


    


    (l)           The
      Subscriber understands that an investment in the Securities is a speculative
      investment which involves a high degree of risk and the potential loss of his
      entire investment.

    


    (m)           The
      Subscriber's overall commitment to investments which are not readily marketable
      is not disproportionate to the Subscriber's net worth, and an investment in
      the
      Securities will not cause such overall commitment to become
      excessive.

    


    (n)           The
      Subscriber has received all documents, records, books and other information
      pertaining to the Subscriber’s investment in the Company that has
      been


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    requested
      by the Subscriber.  The Subscriber has reviewed or received copies of
      all reports and other documents filed by the Company with the Securities and
      Exchange Commission, including without limitation, the Company’s Form 10-KSB and
      most recently filed Form 10-QSB (the “SEC Documents”).

    


    (o)           The
      Subscriber represents and warrants to the Company that all information that
      the
      Subscriber has provided to the Company is correct and complete as of the date
      hereof.

    


    (p)           Other
      than as set forth herein, the Subscriber is not relying upon any other
      information, representation or warranty by the Company or any officer, director,
      stockholder, agent or representative of the Company in determining to invest
      in
      the Securities.  The Subscriber has consulted, to the extent deemed
      appropriate by the Subscriber, with the Subscriber’s own advisers as to the
      financial, tax, legal and related matters concerning an investment in the
      Securities and on that basis believes that his or its investment in the
      Securities is suitable and appropriate for the Subscriber.

    


    (q)           The
      Subscriber is aware that no federal or state agency has (i) made any finding
      or
      determination as to the fairness of this investment, (ii) made any
      recommendation or endorsement of the Securities or the Company, or (iii)
      guaranteed or insured any investment in the Securities or any investment made
      by
      the Company.

    


    (p)           The
      Subscriber understands that the price of the Securities offered hereby bear
      no
      relation to the assets, book value or net worth of the Company and were
      determined arbitrarily by the Company.  The Subscriber further
      understands that there is a substantial risk of further dilution on his or
      its
      investment in the Company.

    


    (q)           The
      Company has advised the Subscriber that the Company is relying on exemptions
      from the requirements to provide the Subscriber with a prospectus and to sell
      securities through a person registered to sell securities under the
Securities Act (British Columbia) (together with the rules, policies,
      instruments and orders thereunder, the “BC Act”), and regulations of the 1933
      Act (together with the rules, policies, instruments and orders thereunder,
      the
“US Securities Act”), as the case may be, and, as a consequence of acquiring
      securities pursuant to these exemptions, certain protections, rights and
      remedies provided by the BC Act and US Securities Act, including statutory
      rights of rescission or damages, will not be available to the
      Subscriber.

    


    (r)           The
      Subscriber is aware that the Securities will be offered and sold pursuant to
      certain exemptions under the BC Act, U.S. Securities Act and other applicable
      securities legislation and the Subscriber is not acquiring the Securities as
      a
      result of any information about the affairs of the Company that is not generally
      known to the public save knowledge of this particular transaction.

    


    (s)           This
      subscription by the Subscriber has not been induced by any representations
      or
      warranties by any person whatsoever with regard to the future value of the
      Securities.


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    The
      foregoing representations, warranties and covenants are made by the Subscriber
      with the intent that they be relied upon by the Company in determining its
      suitability as a purchaser of the Securities and the Subscriber hereby agrees
      to
      indemnify the Company against all losses, claims, costs, expenses and damages
      or
      liabilities which it may suffer or incur as a result of reliance
      thereon.  The Subscriber undertakes to notify the Company immediately
      of any change in any representation, warranty or other information relating
      to
      the Subscriber set forth herein.

     

    7.           Representations
      and Warranties of the Company

     

    The
      Company represents and warrants to the Subscriber that, as of the date of this
      Agreement:

     

    
      	
               

            	
              a.

            	
              The
                Company  is a valid and subsisting corporation duly
                incorporated, continued or amalgamated and in good standing under
                the laws
                of the State of Nevada;

            


    

     

    
      	
               

            	
              b.

            	
              The
                Company has complied and will comply with all applicable corporate
                and
                securities laws and regulations in connection with the offer, sale
                and
                issuance of the Securities;

            


    

     

    
      	
               

            	
              c.

            	
              The
                filings made by the Company with the Securities and Exchange Commission
                (the “SEC Documents”) and the representations contained in this Agreement
                are accurate in all material respects and omit no fact, the omission
                of
                which would make such representations misleading in light of the
                circumstances in which such representation was
                made;

            


    

     

    
      	
               

            	
              d.

            	
              The
                issuance and sale of the Securities by the Company does not and will
                not
                conflict with and does not and will not result in a breach of any
                of the
                terms, conditions or provisions of its constituent documents or any
                agreement or instrument to which the Company is a
                party;

            


    

     

    
      	
               

            	
              e.

            	
              The
                Agreement has been duly authorized by all necessary corporate action
                on
                the part of the Company and, subject to acceptance by the Company,
                constitutes a valid obligation of the Company legally binding upon
                it and
                enforceable in accordance with its
                terms;

            


    

     

    
      	
               

            	
              f.

            	
              The
                issuance of the Shares and Warrants, at the time of their issue,
                will have
                been approved by all requisite corporate action and, upon issue and
                delivery, will be validly issued, fully paid and non-assessable.
                The
                Warrant Shares to be issued upon the due exercise of the Warrants
                are
                reserved for issuance and, upon exercise of the Warrants in accordance
                with its terms, will be validly issued, fully paid and
                non-assessable;

            


    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


     

    
      	
               

            	
              g.

            	
              The
                Company is not a party to any actions, suits or proceedings which
                could
                materially affect its business or financial condition, and, as at
                the date
                hereof, no such actions, suits or proceedings have been threatened
                or, to
                the best of the Company’s knowledge, are pending, except as disclosed in
                the SEC Documents; and

            


    

     

    
      	
               

            	
              h.

            	
              No
                other ceasing or suspending trading in the Securities nor prohibiting
                sale
                of the Securities has been issued to and is outstanding against the
                Company or its directors, officers or promoters and to the best of
                the
                Company’s knowledge no investigations of proceedings for such purposes are
                pending or threatened.

            


    

     

    8.           Legending
      of Securities

     

    The
      Subscriber hereby acknowledges that legends will be placed upon the certificates
      representing the Securities to the effect that the securities represented
      thereby are subject to hold periods and may not be traded until the expiry
      thereof except as permitted under applicable securities rules and
      regulations.


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


     

    9.           Costs

     

    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 acquisition of the Securities shall be borne
      by the Subscriber.

     

    10.           Governing
      Law

     

    This
      Agreement is governed by the laws of the State of Nevada, the federal laws
      of
      the United States and the province of British Columbia and the federal laws
      of
      Canada applicable herein.  The Subscriber, in its personal or
      corporate capacity and, if applicable, on behalf of each beneficial purchaser
      for whom it is acting, irrevocably attorn to the jurisdiction of the courts
      of
      the province of British Columbia or the State of Nevada, as determined in the
      sole discretion of the Company.

     

    11.           Survival

     

    This
      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 notwithstanding the completion of the purchase
      of the Units by the Subscriber and any subsequent disposition by the Subscriber
      or the Securities.

     

    12.           Assignment

     

    This
      Agreement is not transferable or assignable.

     

    13.           Execution

     

    The
      Company shall be entitled to rely on delivery by facsimile machine of an
      executed copy of this Agreement and acceptance by the Company of such facsimile
      copy shall be equally effective to create a valid and binding agreement between
      the Subscriber and the Company in accordance with the terms hereof. This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts, and each of such counterparts shall, for all purposes,
      constitute one agreement binding on all parties, notwithstanding that all
      parties are not signatories to the same counterpart.

     

    14.           Severability

     

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

     

    15.           Entire
      Agreement


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


     

    Except
      as
      expressly provided in this Agreement and in the agreements, instruments and
      other documents contemplated or provided for herein, this 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, by common law, by the Company,
      by the Subscriber, or by any third party.

     

    16.           Notice

     

    Unless
      otherwise provided herein, any notice or other communication to a party under
      this Agreement may be made, given or served by registered mail, postage
      pre-paid, by telecopy or by delivery to the parties at the addresses as set
      out
      in this Agreement.  Any notice or other communication:

     

    
      	
               

            	
              a.

            	
              Mailed
                shall be deemed to have been received on the fifth business day following
                its mailing;

            


    

     

    
      	
               

            	
              b.

            	
              Telecopied
                shall be deemed to have been received on the business day following
                the
                date of transmission; and

            


    

     

    
      	
               

            	
              c.

            	
              Delivered
                shall be deemed to have been received on the date of
                delivery.

            


    

     

    In
      the
      event of a postal strike or delay affecting mail delivery, the date of receipt
      of any notice by mail is deemed to be extended by the length of such strike
      or
      delay.  Each party may change its address for service at any time by
      providing notice in writing of such change to the other party.

     

    17.           Binding
      Effect

    


    This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their heirs, executors, administrators, successors, legal representatives and
      assigns.  If the Subscriber is more than one person, the obligation of
      the Subscriber shall be joint and several and the agreements, representations,
      warranties and acknowledgments herein contained shall be deemed to be made
      by
      and be binding upon each such person and his heirs, executors, administrators
      and successors.

    


    19.           Further
      Assurances

    


    The
      Subscriber agrees that he shall, from time to time after the Closing, upon
      the
      request of the Company, duly execute, acknowledge and deliver, or cause to
      be
      executed, acknowledged and delivered, all such further documents and instruments
      and take such other actions, as may be requested by the Company.

    


    20.           Pronouns.


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    The
      use
      herein of the masculine pronouns "him" or "his" or similar terms shall be deemed
      to include the feminine and neuter genders as well and the use herein of the
      singular pronoun shall be deemed to include the plural as well.

     

    


     

    


    


    


     

    [Remainder
      of Page Intentionally Omitted; Signature Pages to Follow]


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


     

    ACCEPTANCE

     

    The
      foregoing details and conditions are accepted and agreed to as of the __th
      day
      of ________, 2007.

     

    ___________________________________

    Name
      of Purchaser – please
      print

     

    ___________________________________

    Authorized
      Signature

     

    ___________________________________

    Official
      Capacity – please
      print

     

    ___________________________________

    
      	
               

            	
              Please
                print name and individual whose signature appears above, if different
                name
                of purchaser printed above.