Exhibit 10.1

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

                            INDEPENDENCE ENERGY CORP.

                                PRIVATE PLACEMENT

                           INSTRUCTIONS TO SUBSCRIBER:

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

2.   DELIVER a copy of page 2 of this Subscription Agreement to INDEPENDENCE
     ENERGY CORP.
<PAGE>
                            INDEPENDENCE ENERGY CORP.

                                PRIVATE PLACEMENT

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

   REGISTRATION INSTRUCTIONS:                 DELIVERY INSTRUCTIONS:

-----------------------------------  -----------------------------------------
Name to appear on certificate        Name and account reference, if applicable

-----------------------------------  -----------------------------------------
Tax i.d./corporate i.d. #            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 ___________, _____.

                                     -----------------------------------------
INDEPENDENCE ENERGY CORP.            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 4-12 hereof.

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

                                       2
<PAGE>
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: INDEPENDENCE ENERGY CORP. (the "Company")

1. SUBSCRIPTION

1.1 The undersigned (the  "Subscriber")  hereby  irrevocably  subscribes for and
agrees to purchase  the number of common  shares of the  Company's  common stock
(the "Shares") as set out on page 2 of this Subscription Agreement at a price of
US$________________ per Share (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 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 Shares.  Subject to the terms hereof, the Subscription  Agreement
will be  effective  upon its  acceptance  by the Company.  This  offering is not
subject to any minimum or maximum offering.

1.3  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.

2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription  Proceeds 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 60 days of the delivery of an executed  Subscription  Agreement by
the Subscriber,  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.

                                       3
<PAGE>
2.4 The  Subscriber  must  complete,  sign and return to the Company an executed
copy  of  this  Subscription   Agreement,   including  the  attached   completed
Questionnaire.

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

3. CLOSING

3.1 Closing of the  purchase and sale of the Shares shall occur such date as may
be determined by the Company in its sole  discretion (the "Closing  Date").  The
Subscriber  acknowledges  that Shares 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 to such  subscriber(s)
against payment therefore at any time on or prior to the Closing Date.

4. ACKNOWLEDGEMENTS OF SUBSCRIBER

4.1 The Subscriber acknowledges and agrees that:

     (a)  none of the Shares 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 Shares
          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)  the decision to execute this  Subscription  Agreement and purchase the
          Shares  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  information  regarding the Company  provided by the Company to the
          Subscriber (the "Company Information");

     (d)  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;

     (e)  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);

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

                                       4
<PAGE>
     (g)  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  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;

     (h)  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 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;

     (i)  the  issuance  and sale of the  Shares 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;

     (j)  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 Shares 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 Shares
               hereunder, and

          (ii) applicable resale restrictions;

     (k)  the  Subscriber  has not  acquired the Shares 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 Shares 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 Shares; provided,  however, that the Subscriber may sell
          or otherwise  dispose of any of the Shares pursuant to registration of
          any of the 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;

     (l)  the  Subscriber  is  outside  the United  States  when  receiving  and
          executing this  Subscription  Agreement and is acquiring the Shares 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 Shares;

     (m)  none of the Shares 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 Shares;

     (n)  the statutory and regulatory  basis for the exemption  claimed for the
          offer and sale of the Shares,  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;

     (o)  none of the  Shares  are  listed on any stock  exchange  or  automated
          dealer  quotation  system and no  representation  has been made to the
          Subscriber  that any of the  Shares  will  become  listed on any stock
          exchange or automated dealer quotation system;

                                       5
<PAGE>
     (p)  neither  the  SEC nor  any  other  securities  commission  or  similar
          regulatory  authority  has  reviewed or passed on the merits of any of
          the Shares;

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

     (r)  there is no government or other insurance  covering any of the Shares;
          and

     (s)  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 Shares for the account or benefit
          of, directly or indirectly, any U.S. Person (as defined herein);

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

     (d)  the Subscriber:

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

          (ii) is purchasing the Shares  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 Shares 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 Shares, and

          (iv) represents and warrants that the acquisition of the Shares 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;

                                       6
<PAGE>
     (e)  the  Subscriber is acquiring  the Shares 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  Shares  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 Shares 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 Shares 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  Shares  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 Shares;  provided,  however,  that
          the  Subscriber  may sell or  otherwise  dispose  of any of the Shares
          pursuant to registration of any of the Shares pursuant to the 1933 Act
          and any applicable  state  securities  laws or under an exemption from
          such registration requirements and as otherwise provided herein;

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

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

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

     (l)  the  Subscriber  has received  and  carefully  read this  Subscription
          Agreement;

     (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  Shares  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  Shares  and  the  Company,  and the
          Subscriber is providing  evidence of knowledge and experience in these
          matters through the information requested herein;

     (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  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;

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<PAGE>
     (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  Shares 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  Shares,
          and the  Subscriber has not subdivided his interest in the Shares 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 Shares;

     (s)  the Subscriber has made an independent  examination and  investigation
          of an investment in the Shares 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 Shares and the Company;

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

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

          (i)  that any person will resell or repurchase any of the Shares,

          (ii) that any  person  will  refund the  purchase  price of any of the
               Shares,

          (iii) as to the future price or value of any of the Shares, or

          (iv) that any of the Shares  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  Shares of
               the Company on any stock exchange or automated  dealer  quotation
               system; and

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

                                       8
<PAGE>
7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY

7.1 The Subscriber  acknowledges that the acknowledgements,  representations and
warranties  contained  herein 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 Shares under applicable securities  legislation,  or
(if  applicable)  the  eligibility  of others on whose behalf it is  contracting
hereunder to purchase the Shares under applicable  securities  legislation.  The
Subscriber  further  agrees  that  by  accepting  delivery  of the  certificates
representing  the  Shares,  it will be  representing  and  warranting  that  the
acknowledgements  representations  and warranties  contained herein 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 Shares.

8. RESALE RESTRICTIONS

8.1 The Subscriber acknowledges that any resale of the Shares 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
Shares have been  registered  under the 1933 Act or the  securities  laws of any
state of the  United  States.  None of the  Shares 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.

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 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.

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10. COLLECTION OF PERSONAL INFORMATION

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

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 Shares  shall be
borne by the Subscriber.

12. GOVERNING LAW

12.1 This Subscription  Agreement is governed by the laws of the State of Nevada
and the federal laws of the United States applicable thereto. 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 Shares 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 Shares 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.

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<PAGE>
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.


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