f8k071807ex10xix_redmile.htm


    
       

      Exhibit
        10.19

       

      
        AB,
          BC, NS, ON and SK

      

       

      FORM
        OF SUBSCRIPTION AGREEMENT FOR UNITS

       

      TO:                 Red
        Mile Entertainment, Inc.  (the “Corporation”)

       

      AND
        TO:                      J.F.
        Mackie & Company Ltd. (the “Agent”)

       

      The
        undersigned (hereinafter referred to as the "Subscriber")
        hereby irrevocably subscribes for and agrees to purchase the number of units
        in
        the capital of the Corporation ("Units") set forth below for
        the aggregate subscription price set forth below (the "Aggregate
        Subscription Price"), representing a subscription price of USD$2.50 per
        Unit, upon and subject to the terms and conditions set forth in "Terms and
        Conditions of Subscription for Units of Red Mile Entertainment Inc." attached
        hereto (together with this face page and Schedules, if applicable, the
        "Subscription Agreement").  Each Unit consists of one
        common share of the Corporation ("Common Share") and 0.2 of one
        special warrant.  Each whole special warrant
        ("SpecialWarrant") entitles the holder thereof
        to acquire, for no additional consideration, one additional Common Share,
        subject to adjustments, in the event that a Liquidity Transaction (as defined
        herein) is not unconditionally closed prior to the date which is eight months
        following the Closing Date. In addition to this face page, the
        Subscriber must also complete the Schedules attached hereto, if
        applicable.

       

    

    
      
        	
                Subscriber's
                  Particulars:

                 

                
                  

                  (Name of Subscriber - please print)

                 

                By:
                  

                  (Authorized Signature)

                 

                
                  

                  (Official Capacity or Title if Subscriber is a Corporation - please
                  print)

                 

                
                  

                  (Name of Signatory - please print name of individual whose signature
                  appears above if different than name of Subscriber)

                 

                
                  

                

                (Subscriber’s
                  Address - including postal code)

                 

                 
                  

                

                 
                  

                

                 

                
                  

                

                 

                
                  

                  (Telephone
                  Number)                                                   (Email
                  Address)

                 

              	
                 

                Number
                  of
                  Units:                                                            

              
	 
	
                 

                Aggregate
                  Subscription Amount
                  (USD$):                                                                

              
	 
	
                If
                  the Subscriber is signing as agent for a principal and is not deemed
                  to be
                  purchasing as principal under NI 45-106 (as defined herein), by
                  virtue of being either: (i) a trust company or trust corporation
                  acting on behalf of a fully managed account managed by the trust
                  company
                  or trust corporation; or (ii) a person acting on behalf of a fully
                  managed account managed by it, and in each such case satisfying
                  the
                  criteria set forth in NI 45-106, complete the following and ensure
                  the applicable Schedule is completed in respect of such principal
                  (a
                  “Disclosed Beneficial Purchaser”):

                 

                 

                
                  

                  (Name of Disclosed Beneficial Purchaser)

                 

                
                  

                  (Disclosed Beneficial Purchaser’s Address)

                 

                
                  

                  (Disclosed Beneficial Principal’s Telephone Number)

                 

              
	
                Register
                  the Common Shares and Special Warrants as follows:

                (Complete
                  if different from Subscriber's particulars)

                 

                
                  

                  (Name)

                 

                
                  

                  (Account reference, if applicable)

                 

                
                  

                  (Address, including postal code)

                 

                 

              	
                Deliver
                  the Common Shares and Special Warrants as follows:

                (Complete
                  if different from registration instructions)

                 

                
                  

                  (Name)

                 

                
                  

                  (Account reference, if applicable)

                 

                
                  

                  (Contact Name)

                 

                
                  

                  (Address, including postal code)

                 

                
                  

                  (Telephone Number)

                 

              
	 


      

    

     

    
      ACCEPTANCE:
        The Corporation hereby accepts the above subscription on the terms and
        conditions contained in this Subscription Agreement and the Corporation
        represents, warrants and covenants to the Subscriber that the representations,
        warranties and covenants made by the Corporation to the Agent in the Agency
        Agreement (as defined herein) are true and correct as of the Closing Date
        (as
        defined herein) (save and except as waived by the Agent) and that the Subscriber
        is entitled to rely thereon as though the Subscriber were a party
        thereto.

       

      


       

      
        	
                RED
                  MILE ENTERTAINMENT, INC.

              	
                                 _________________,
                  2007

              


      

       

      
        	
                Per:

              	 	 
	 	
                Authorized
                  Signing Officer

              	 


      

       

      
        	
                 

              	
                This
                  is the first page of an agreement comprised of 13 pages (excluding
                  schedules).

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    -2-

     

    
      TERMS
        AND CONDITIONS OF SUBSCRIPTION FOR

      UNITS
        OF RED MILE ENTERTAINMENT, INC.

       

      Interpretation

       

      
        	
                1.  

              	
                In
                  this Subscription Agreement, including the schedules and exhibits
                  attached
                  hereto:

              


      

       

      “Agency
        Agreement” means an agency agreement to be entered into on or before
        the Closing Date between the Corporation and the Agent;

       

      “Aggregate
        Subscription Amount” means the amount equal to USD$2.50 multiplied by
        the number of Units subscribed and paid for pursuant to this Subscription
        Agreement;

       

      “business
        day” means any day, other than a Saturday or a Sunday, that the
        branches of the Royal Bank of Canada are open for the normal conduct of business
        in Calgary, Alberta;

       

      "Canadian
        Selling Jurisdictions" means any of Alberta, British Columbia, Nova
        Scotia, Ontario or Saskatchewan;

       

      “Closing”
        means the completion of the issue and sale by the Corporation and the purchase
        by the Subscribers of the Units pursuant to Subscription Agreements completed
        by
        Subscribers;

       

      “Closing
        Date” shall have the meaning ascribed thereto in Section 9
        hereof;

       

      “Closing
        Time” shall have the meaning ascribed there to in Section 9
        hereof;

       

      “Common
        Share” means a common share in the capital of the
        Corporation;

       

      "Liquidity
        Transaction" means any of:

       

      
        	
                (i)  

              	
                the
                  Common Shares being listed on the TSX Venture Exchange, the Toronto
                  Stock
                  Exchange, or any other exchange (a "Recognized Exchange")
                  acceptable to the Agent and the Corporation becoming a "reporting
                  issuer"
                  (as defined in applicable securities legislation) in at least one
                  of the
                  Canadian Selling Jurisdictions;

              


      

       

      
        	
                (ii)  

              	
                all
                  of the issued and outstanding Common Shares having been sold, transferred
                  or exchanged pursuant to an amalgamation, plan of arrangement or
                  other
                  business combination, for cash or securities ("Free Trading
                  Securities") that are listed on a Recognized Exchange and that
                  are not subject to any restricted period or hold period under applicable
                  securities laws in Canada (other than in respect of resales by
                  control
                  persons);

              


      

       

      
        	
                (iii)  

              	
                the
                  sale by the Corporation of all or substantially all of its assets
                  for cash
                  or Free Trading Securities and the subsequent distribution of all
                  of such
                  consideration to all of the Corporation's shareholders (including
                  all
                  Subscribers pursuant to the Offering), on a pro-rata
                  basis;

              


      

       

      
        	
                (iv)  

              	
                the
                  acceptance of a takeover bid or an issuer bid, made to all holders
                  of
                  Common Shares for proceeds consisting of cash or Free Trading Securities,
                  by holders of Common Shares: (A) who hold not less than 66 2/3%
                  of the
                  outstanding Common Shares; and (B) who hold not less than 66 2/3%
                  of the
                  outstanding Special Warrants; or

              


      

       

      
        	
                (v)  

              	
                any
                  combination of the events or circumstances described in subsections
                  (i),
                  (ii), (iii) or (iv) above, such that all of the Common Shares shall
                  be
                  subject to one or more of subsections (i), (ii), (iii) or (iv)
                  above.

              


      

       

      "Minimum
        Subscription Amount" has the meaning as defined in Subsection 3(a)
        below;

       

      “Offering”
        has the meaning as defined in Subsection 3(a) below;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
-3-
       

       

      “Underlying
        Security” means one (1) Common Share and 0.2 of a Special Warrant
        comprising a Unit and one (1) Common Share to be issued upon the exercise
        of
        each whole Special Warrant, and “Underlying Securities” means any multiple of
        them;

       

      “United
        States” means the United States of America, its territories, any state
        of the United States and the District of Columbia; and

       

      Words
        importing the singular include the plural and vice versa and words importing
        gender include all genders.

       

      Terms
        of the Offering

       

      
        	
                2.  

              	
                The
                  Subscriber acknowledges (on its own behalf and, if applicable,
                  on behalf
                  of each Disclosed Beneficial Purchaser) that this subscription
                  is subject
                  to rejection or allotment by the Corporation in whole or in part
                  and is
                  effective only upon acceptance by the Corporation pursuant to the
                  terms
                  and conditions of this Subscription
                  Agreement.

              


      

       

      
        	
                3.  

              	
                The
                  Subscriber further acknowledges
                  that:

              


      

       

      
        	
                (a)  

              	
                the
                  Units subscribed for by it hereunder form part of a larger issuance
                  and
                  sale by the Corporation of a minimum of 2,000,000 Units (the
                  "Minimum Subscription Amount") and a maximum of 4,000,000
                  Units at an issue price of USD$2.50 per Unit (the
                  "Offering"); 

              


      

       

      
        	
                (b)  

              	
                in
                  the event that the Corporation achieves the Minimum Subscription
                  Amount,
                  any funds invested by the Subscriber will be available to the Corporation
                  and will be paid to the Corporation on the Closing Date and need
                  not be
                  refunded to the Subscriber except as otherwise expressly set out
                  in this
                  Subscription Agreement;

              


      

       

      
        	
                (c)  

              	
                in
                  the event that the Corporation fails to achieve the Minimum Subscription
                  Amount, any funds received by the Agent shall be promptly returned
                  to the
                  Subscriber without interest or
                  deduction;

              


      

       

      
        	
                (d)  

              	
                in
                  the event the Corporation rejects this Subscription Agreement in
                  whole or
                  in part, the subscription proceeds provided to the Agent, or that
                  portion
                  of such subscription proceeds not allocated to the purchase of
                  Units, will
                  be promptly returned to the Subscriber, without interest or deduction;
                  and

              


      

       

      
        	
                (e)  

              	
                the
                  Subscriber acknowledges and agrees that so long as the Corporation
                  has
                  achieved the Minimum Subscription Amount, the Corporation may close
                  the
                  Offering in one or more closings in its sole discretion, either
                  before or
                  after the Closing Date.

              


      

       

      
        	
                4.  

              	
                The
                  Subscriber acknowledges that it has been independently advised
                  and is
                  fully aware that the Units are being offered hereunder in reliance
                  upon
                  certain exemptions from the prospectus requirements in the Canadian
                  Selling Jurisdictions and the Underlying Securities will be subject
                  to
                  restrictions on resale until such time
                  as:

              


      

       

      
        	
                (a)  

              	
                the
                  applicable hold period has expired;

              


      

       

      
        	
                (b)  

              	
                a
                  further exemption may be relied upon by the Subscriber;
                  or

              


      

       

      
        	
                (c)  

              	
                an
                  appropriate discretionary order is obtained pursuant to applicable
                  securities legislation.

              


      

       

      Terms
        of the Special Warrants

       

      
        	
                5.  

              	
                Each
                  whole Special Warrant shall entitle the holder to acquire, for
                  no
                  additional consideration, one additional Common Share, subject
                  to normal
                  course adjustments, in the event that a Liquidity Transaction is
                  not
                  unconditionally closed prior to the date which is eight months
                  following
                  the Closing Date. The Corporation will use its commercially reasonable
                  efforts to undertake a Liquidity Transaction on or before the day
                  that is
                  three (3) months from the Closing Date and unconditionally close
                  prior to
                  the day that is eight (8) months following the Closing
                  Date.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -4-
         

      

      The
        Special Warrants are to be duly and validly created and issued pursuant to
        the
        terms of a special warrant indenture (the "Special Warrant
        Indenture"). The Special Warrant Indenture will contain, among other
        things, provisions for the appropriate adjustment in the class, kind and
        number
        of Special Warrants, upon the occurrence of certain events, including any
        subdivision, consolidation or reclassification of shares or payments of stock
        dividends or the amalgamation of the Corporation.  Any description of
        the Special Warrants set forth in this Subscription Agreement is a summary
        only
        and is subject to the detailed provisions to be set forth in the Special
        Warrant
        Indenture (including the certificate(s) representing the Special Warrants)
        which
        are to be in such form and contain such terms as will be approved by the
        Agents
        and its counsel and by the Corporation and its counsel.

       

      Representations,
        Warranties and Covenants by the Subscriber

       

      
        	
                6.  

              	
                The
                  Subscriber represents, warrants and covenants to the Corporation
                  and the
                  Agent (and acknowledges that the Corporation, the Agent and their
                  respective counsel are relying thereon)
                  that:

              


      

       

      
        	
                (a)  

              	
                the
                  Subscriber has been independently advised as to the restrictions
                  with
                  respect to trading in the Units and the Underlying Securities imposed
                  by
                  applicable securities legislation in the jurisdiction in which
                  it resides,
                  it confirms that no representation has been made to it by or on
                  behalf of
                  the Corporation or the Agent with respect thereto, it acknowledges
                  that it
                  is aware of the characteristics of the Units and the Underlying
                  Securities, the risks relating to an investment therein, that there
                  is no
                  market available to the Subscriber for the Units or the Underlying
                  Securities, that the Corporation is not a "reporting issuer" (or
                  the
                  equivalent thereof) in any Canadian jurisdiction, that the Underlying
                  Securities are subject to an indefinite "hold period" under applicable
                  securities legislation and that it will not be able to resell the
                  Underlying Securities until the expiration of the applicable "hold
                  period"
                  (which period will not commence until the Corporation has become
                  a
                  "reporting issuer" in a jurisdiction in Canada (which it has no
                  obligation
                  to become)) except in accordance with limited exemptions under
                  applicable
                  securities legislation and regulatory policy and in compliance
                  with the
                  other requirements of applicable laws and it agrees that any certificates
                  representing the Underlying Securities will bear a legend indicating
                  that
                  the resale of such securities is restricted.  The
                  Subscriber further acknowledges that it should consult its own
                  legal
                  counsel in its jurisdiction of residence for full particulars of
                  applicable resale restrictions and that it is the Subscriber's
                  responsibility to comply with such restrictions before selling
                  the
                  Underlying Securities; and

              


      

       

      
        	
                (b)  

              	
                the
                  Subscriber has not become aware of and it has not purchased the
                  Units as a
                  result of any advertisement in printed media of general and regular
                  paid
                  circulation (or other printed public media), radio, television,
                  or
                  telecommunications or other form of advertisement (including electronic
                  display) with respect to the Corporation, the distribution of the
                  Units or
                  the Offering; and

              


      

       

      
        	
                (c)  

              	
                unless
                  purchasing under subsection 6(d) below, the Subscriber is or is
                  deemed to
                  be, pursuant to National Instrument 45-106 – Prospectus and
                  Registration Exemptions ("NI 45-106") promulgated
                  under the securities legislation of the Canadian Selling
                  Jurisdictions, purchasing the Units as principal for its own
                  account, not for the benefit of any other person, for investment
                  only and
                  not with a view to the resale or distribution of all or any of
                  the Units
                  or the Underlying Securities, it is resident in, or otherwise subject
                  to
                  the applicable securities legislation of, the jurisdiction set
                  out as the
                  "Subscriber's Address" on the initial page hereof and it fully
                  complies
                  with one or more of the criteria set forth
                  below:

              


      

       

      
        	
                (i)  

              	
                the
                  Subscriber is resident in or otherwise subject to the applicable
                  securities legislation of Alberta, British Columbia, Nova Scotia,
                  Ontario or Saskatchewan, and it is an "accredited
                  investor" as such term is defined in NI 45-106, it was not
                  created or used solely to purchase or hold securities as an accredited
                  investor as described in paragraph (m) of the definition of accredited
                  investor in NI 45-106 (which is reproduced in Appendix "A" to Schedule
                  1),
                  and it has concurrently executed and delivered a Representation
                  Letter in
                  the form attached as Schedule 1 to this Subscription Agreement
                  and has
                  initialled or placed a check mark in Appendix "A" thereto indicating
                  that
                  the Subscriber satisfies one of the categories of "accredited investor"
                  set forth in such definition; or

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -5-

       

      
        	
                (ii)  

              	
                the
                  Subscriber is resident in or otherwise subject to the applicable
                  securities legislation of Alberta, British Columbia, Nova Scotia
                  or Saskatchewan and it is one of the following and has so
                  indicated by initialling the applicable
                  paragraph:

              


      

       

      
        
          	 	
                  A.  a
                    "director", "executive officer" or "control person" of the Corporation,
                    or
                    of an "affiliate" of the Corporation (within the meaning of these
                    expressions as used in NI 45-106); or

                   

                
	 	
                  B.  a
                    "spouse" (within the meaning of that expression as used in NI
                    45-106),
                    parent, grandparent, brother, sister or child of any person referred
                    to in
                    subparagraph A above; or

                   

                
	 	
                  C.  a
                    parent, grandparent, brother, sister or child of the spouse of
                    any person
                    referred to in subparagraph A above; or

                   

                
	 	
                  D.  a
                    "close personal friend" (within the meaning of that expression
                    as used in
                    NI 45-106) of any person referred to in subparagraph A above
                    and it has
                    concurrently executed and delivered a signed statement describing
                    any such
                    person and the nature of the relationship with such person in
                    the form
                    attached as Schedule 2 to this Subscription
                    Agreement.  For the purposes of this subparagraph D, "close
                    personal friend" means that you have known such individual well
                    enough and
                    for a sufficient period of time and in a sufficiently close relationship
                    (where such relationship is direct and extends beyond being a
                    relative or
                    a member of the same organization, association or religious group
                    or a
                    client, customer or former client or customer or being a close
                    personal
                    friend of a close personal friend of such individual) to be in
                    a position
                    to assess the capabilities and the trustworthiness of such individual;
                    or

                   

                
	 	
                  E.  a
                    "close business associate" (within the meaning of that expression
                    as used
                    in NI 45-106) of any person referred to in subparagraph A above
                    and it has
                    concurrently executed and delivered a signed statement describing
                    any of
                    such persons and the nature of the relationship with such person
                    in the
                    form attached as Schedule 2 to this Subscription
                    Agreement.  For the purposes of this subparagraph E "close
                    business associate" means that you have had sufficient prior
                    business
                    dealings with such individual (where such relationship is direct
                    and
                    extends beyond solely being a client, customer or former client
                    or
                    customer or being a close business associate of a close business
                    associate
                    of such individual) to be in a position to assess the capabilities
                    and
                    trustworthiness of such individual; or

                   

                
	 	
                  F.  a
                    "founder" (within the meaning of that expression as used in NI
                    45-106), of
                    the Corporation or a spouse, parent, grandparent, brother, sister,
                    child,
                    close personal friend or close business associate of a founder
                    of the
                    Corporation and, if it is a close personal friend or close business
                    associate of a founder of the Corporation, it has concurrently
                    executed
                    and delivered a signed statement describing any such person and
                    the nature
                    of the relationship with such person in the form attached as
                    Schedule 2 to this Subscription Agreement;
                    or

                   

                
	 	
                  G.  a
                    parent, grandparent, brother, sister or child of a spouse of
                    a founder of
                    the Corporation; or

                   

                
	 	
                  H.  a
                    "person" (within the meaning of that expression as used in NI
                    45-106) of
                    which a majority of the voting securities are beneficially owned
                    by, or a
                    majority of directors are, persons or companies described in
                    subparagraphs
                    A through G above and, if it is a close personal friend or close
                    business
                    associate of such person or company, it has concurrently executed
                    and
                    delivered a signed statement describing any such person and the
                    nature of
                    the relationship with such person in the form attached as Schedule
                    2 to this Subscription Agreement; or

                   

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -6-

       

      
        
          	 	
                  I.  a
                    trust or estate of which all of the beneficiaries or a majority
                    of the
                    trustees or executors are persons or companies described in subparagraphs
                    A through G above and, if it is a close personal friend or close
                    business
                    associate of such person or company, it has concurrently executed
                    and
                    delivered a signed statement describing any such person and the
                    nature of
                    the relationship with such person in the form attached as Schedule
                    2 to this Subscription Agreement;

                   

                


        

         

        provided
          that if the Subscriber is resident in, or otherwise subject to the applicable
          securities legislation of Saskatchewan, and is relying on the
          exemptions contained in: (i) 6(c)(ii)D or 6(c)(ii)E; (ii) 6(c)(ii)F based
          on its
          relationship as a close personal friend or close business associate of
          a founder
          of the Corporation; or (iii) 6(c)(ii)H or 6(c)(ii)I; and the trade is based
          in
          whole or in part on a close personal friendship or close business association,
          the Subscriber must execute and deliver a signed Risk Acknowledgement Form
          in
          the form attached to this Subscription Agreement as Schedule 3
          and provided that no commission or finder's fee may be paid to any director,
          officer, founder or control person of the Corporation or an affiliate of
          the
          Corporation in connection with the trade; or

         

      

      
        	
                (iii)  

              	
                the
                  Subscriber is resident in or otherwise subject to the applicable
                  securities legislation of Ontario and it is one of the
                  following and has so indicated by initialling the applicable
                  paragraph:

              


      

       

      
        	 	
                A.  a
                  founder of the Corporation; or

                 

              
	 	
                B.  an
                  affiliate of a founder of the Corporation; or

                 

              
	 	
                C.  a
                  spouse, parent, brother, sister, grandparent or child of an executive
                  officer, director or founder of the Corporation; or

                 

              
	 	
                D.  a
                  person that is a control person of the Corporation; or

                 

              


      

      
        	
                (iv)  

              	
                the
                  Subscriber is resident in or otherwise subject to applicable securities
                  legislation of Alberta, British Columbia, Nova Scotia, Ontario or
                  Saskatchewan and it is one of the following and has so indicated
                  by initialling the applicable
                  paragraph:

              


      

       

      
        	 	
                A.  an
                  employee, executive officer, director or "consultant" of the Corporation
                  or of a "related entity" of the Corporation (within the meaning
                  of these
                  expressions as used in NI 45-106); or

                 

              
	 	
                B.  a
                  trustee, custodian or administrator acting on behalf, or for the
                  benefit
                  of, an individual referred to in subparagraph A above;

                 

              


      

      provided
        that its participation in the trade is voluntary, meaning it is not induced
        to
        participate in the trade by expectation of employment or continued employment
        with, appointment or continued appointment with, or engagement to provide
        services or continued engagement to provide services to, as applicable, the
        Corporation or a related entity of the Corporation;

       

      
        	
                (d)  

              	
                if
                  the Subscriber is not purchasing as principal, it is duly authorized
                  to
                  enter into this Subscription Agreement and to execute and deliver
                  all
                  documentation in connection with the purchase on behalf of each
                  Disclosed
                  Beneficial Purchaser for whom it is acting, each of whom is purchasing
                  as
                  principal for its own account, not for the benefit of any other
                  person,
                  and not with a view to resale or distribution of all or any of
                  the Units
                  or the Underlying Securities, it acknowledges that the Corporation
                  may be
                  required by law to disclose to certain regulatory authorities the
                  identity
                  of each Disclosed Beneficial Purchaser of Units for whom it may
                  be acting
                  as agent, the Disclosed Beneficial Purchaser is resident in or
                  otherwise
                  subject to the securities laws of the jurisdiction set forth as
                  the
                  "Disclosed Beneficial Purchaser's Address" on the first page hereof,
                  it
                  and each Disclosed Beneficial Purchaser is resident in or otherwise
                  subject to the applicable securities legislation of Alberta,
                  British Columbia, Nova Scotia, Ontario or Saskatchewan, it, or in
                  the case of subsection 6(d)(ii), each Disclosed Beneficial Purchaser,
                  is
                  an "accredited investor" as such term is defined in NI 45-106,
                  it was not
                  created or used solely to purchase or hold securities as an accredited
                  investor as described in paragraph (m) of the definition of accredited
                  investor in NI 45-106 (which is reproduced in Appendix "A" to Schedule
                  1),
                  and it, or in the case of subsection 6(d)(ii), each Disclosed Beneficial
                  Purchaser, has concurrently executed and delivered a Representation
                  Letter
                  in the form attached as Schedule 1 to this Subscription
                  Agreement and has initialled or placed a check mark in Appendix
                  "A"
                  thereto indicating that the Subscriber satisfies one of the categories of
                  "accredited investor" set forth in such definition, and it
                  is:

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -7-

       

      
        	
                 

              	
                A.a
                  trust company or trust corporation described in paragraph (p) of
                  the
                  definition of "accredited investor" as referred to in NI 45-106
                  (which is
                  reproduced in Appendix "A" to Schedule 1), excluding a trust company
                  or
                  trust corporation registered under the laws of Prince Edward Island
                  that
                  is not registered or authorized under the Trust and Loan Companies
                  Act (Canada) or under comparable legislation in another jurisdiction
                  of Canada; or

              


      

       

      
        	
                 

              	
                B.a
                  person or company described in paragraph (q) of the definition
                  of
                  "accredited investor" as referred to in NI 45-106 (which is reproduced
                  in
                  Appendix "A" to Schedule 1); and

              


      

       

      
        	
                (e)  

              	
                if
                  the Subscriber or any Disclosed Beneficial Purchaser for whom it
                  is acting
                  is resident in or otherwise subject to applicable securities legislation
                  of any jurisdiction not referred to in subsection 6(c),
                  it complies with the provisions of subsection 6(c)(i) (as though
                  it were
                  resident in Alberta) and the requirements of all applicable securities
                  legislation in the jurisdiction of its residence and will provide
                  such
                  evidence of compliance with all such matters as the Corporation
                  or the
                  Agent or their respective counsel may request;
                  and

              


      

       

      
        	
                (f)  

              	
                the
                  Subscriber acknowledges that:

              


      

       

      
        	
                (i)  

              	
                no
                  securities commission or similar regulatory authority has reviewed
                  or
                  passed on the merits of the Units or the Underlying Securities;
                  and

              


      

       

      
        	
                (ii)  

              	
                there
                  is no government or other insurance covering the Units or the Underlying
                  Securities; and

              


      

       

      
        	
                (iii)  

              	
                there
                  are risks associated with the purchase of the Units and Underlying
                  Securities, which securities represent a speculative investment
                  that
                  involves a risk of loss of the Subscriber's entire investment;
                  and

              


      

       

      
        	
                (iv)  

              	
                there
                  are restrictions on the Subscriber's ability to resell the Underlying
                  Securities and it is the responsibility of the Subscriber to find
                  out what
                  those restrictions are and to comply with them before selling the
                  Underlying Securities; and

              


      

       

      
        	
                (v)  

              	
                the
                  Corporation may complete additional financings in the future in
                  order to
                  develop the business of the Corporation and to fund its ongoing
                  operations.  There is no assurance that such financings will be
                  available and if available, on reasonable terms.  Any such
                  future financings may have a dilutive effect on existing shareholders,
                  including the Subscriber (if this subscription is accepted and
                  the
                  Underlying Securities are issued to the Subscriber).  If such
                  future financings are not available, the Corporation may be unable
                  to fund
                  its ongoing operations and the lack of capital resources may result
                  in the
                  failure of the Corporation; and

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
-8-
       

       

      
        	
                (vi)  

              	
                the
                  Corporation has advised the Subscriber that the Corporation is
                  relying on
                  exemptions from the requirements to provide the Subscriber with
                  a
                  prospectus and to sell securities through a person or company registered
                  to sell securities under the Securities Act (Alberta) and other
                  applicable securities laws and, as a consequence of acquiring the
                  Underlying Securities pursuant to such exemptions, certain protections,
                  rights and remedies provided by the Securities Act (Alberta) and
                  other applicable securities laws, including statutory rights of
                  rescission
                  or damages, will not be available to the Subscriber;
                  and

              


      

       

      
        	
                (vii)  

              	
                the
                  certificates evidencing the Underlying Securities that the Subscriber
                  will
                  receive will bear a legend indicating that such securities are
                  subject to
                  such restrictions on resale and neither the Corporation (nor any
                  transfer
                  agent of the Corporation) will register any transfers of such Underlying
                  Securities not made in compliance with such restrictions on resale;
                  and

              


      

       

      
        	
                (g)  

              	
                the
                  Subscriber is aware that the Units and the Underlying Securities
                  have not
                  been and will not be registered under the United States Securities
                  Act of
                  1933, as amended ("U.S. Securities Act") or the
                  securities laws of any state of the United States and that the
                  Underlying
                  Securities may not be offered or sold, directly or indirectly,
                  in the
                  United States without registration under the U.S. Securities Act
                  (or
                  compliance with requirements of an exemption from registration)
                  and the
                  applicable laws of all applicable states;
                  and

              


      

       

      
        	
                (h)  

              	
                the
                  Subscriber acknowledges and agrees that, until such time as the
                  Underlying
                  Securities have been registered for resale under the U.S. Securities
                  Act
                  and sold in accordance with an effective registration statement,
                  certificates and other instruments representing the Underlying
                  Securities
                  shall bear a restrictive legend in substantially the following
                  form (and a
                  stop-transfer order may be placed against transfer of any such
                  securities):

              


      

       

      "THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES
        LAWS.  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
        THE BENEFIT OF RED MILE ENTERTAINMENT, INC. THAT SUCH SECURITIES MAY BE OFFERED,
        SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO RED MILE ENTERTAINMENT, INC., (B)
        OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
        THE
        SECURITIES ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A
        UNDER
        THE SECURITIES ACT, OR (D) INSIDE THE UNITED STATES, PURSUANT TO AN EXEMPTION
        FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
        LAWS
        AFTER PROVIDING A LEGAL OPINION REASONABLY SATISFACTORY TO RED MILE
        ENTERTAINMENT, INC."

       

      
        	
                (i)  

              	
                the
                  individual making the order to purchase the Units and executing
                  and
                  delivering this Subscription Agreement on behalf of the Subscriber
                  was not
                  in the United States when the order was placed and this Subscription
                  Agreement was executed and delivered;
                  and

              


      

       

      
        	
                (j)  

              	
                the
                  Subscriber is not a U.S. Person (as defined in Regulation S under
                  the U.S.
                  Securities Act, which definition includes, but is not limited to,
                  an
                  individual resident in the United States, an estate or trust of
                  which any
                  executor or administrator or trustee, respectively, is a U.S. Person
                  and
                  any partnership or corporation organized or incorporated under
                  the laws of
                  the United States) and is not purchasing the Units on behalf of,
                  or for
                  the account or benefit of, a person in the United States or a U.S.
                  Person;
                  and

              


      

       

      
        	
                (k)  

              	
                the
                  Subscriber undertakes and agrees that it will not offer or sell
                  the Units
                  or the Underlying Securities in the United States unless such securities
                  are registered under the U.S. Securities Act and the securities
                  laws of
                  all applicable states of the United States or an exemption from
                  such
                  registration requirements is available, and further that it will
                  not
                  resell the Units or the Underlying Securities, except in accordance
                  with
                  applicable securities legislation, regulations, rules, policies
                  and orders
                  and stock exchange rules; and

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
-9-
       

       

      
        	
                (l)  

              	
                if
                  the Subscriber is a corporation, partnership, unincorporated association
                  or other entity, it has been duly incorporated or created, it is
                  valid and
                  subsisting under the laws of its jurisdiction of incorporation
                  or
                  creation, it has the legal capacity to enter into and be bound
                  by this
                  Subscription Agreement, the person executing this Subscription
                  Agreement
                  on behalf of the Subscriber has the necessary power and authority
                  to do so
                  and all necessary approvals in respect of its entering into this
                  Subscription Agreement have been obtained;
                  and

              


      

       

      
        	
                (m)  

              	
                if
                  the Subscriber is an individual, it is of the full age of majority
                  and is
                  legally competent to execute this Subscription Agreement and take
                  all
                  action pursuant hereto; and

              


      

       

      
        	
                (n)  

              	
                this
                  Subscription Agreement has been duly and validly authorized, executed
                  and
                  delivered by, and constitutes a legal, valid, binding and enforceable
                  obligation of, the Subscriber; and

              


      

       

      
        	
                (o)  

              	
                in
                  the case of a subscription by it for the Units acting as agent
                  for a
                  Disclosed Beneficial Principal, the Subscriber is duly authorized
                  to enter
                  into, execute and deliver this Subscription Agreement and all other
                  necessary documentation in connection with such subscription on
                  behalf of
                  such principal and this Subscription Agreement has been duly authorized,
                  executed and delivered by or on behalf of, and constitutes a legal,
                  valid
                  and binding agreement of, such Disclosed Beneficial Principal;
                  and

              


      

       

      
        	
                (p)  

              	
                the
                  Subscriber has such knowledge in financial and business affairs
                  as to be
                  capable of evaluating the merits and risks of its investment and
                  it, or,
                  where it is not purchasing as principal, each Disclosed Beneficial
                  Purchaser, is able to bear the economic risk of loss of its investment;
                  and

              


      

       

      
        	
                (q)  

              	
                the
                  Subscriber has neither received nor been provided with, nor has
                  it
                  requested, nor does it have any need to receive, any offering memorandum,
                  prospectus, sales or advertising literature, or any other document
                  (other
                  than financial statements, interim financial statements or any
                  other
                  document, the content of which is prescribed by statute or regulation)
                  describing the business and affairs of the Corporation which has
                  been
                  prepared for delivery to and review by prospective purchasers in
                  order to
                  assist it in making an investment decision in respect of the Units
                  and
                  that the decision to enter into this Subscription Agreement and
                  to
                  purchase the Units has not been based upon any verbal or written
                  representation as to fact or otherwise made by or on behalf of
                  the
                  Corporation or the Agent, except as expressly set out herein or
                  in the
                  Agency Agreement; and

              


      

       

      
        	
                (r)  

              	
                the
                  Subscriber has not relied upon any verbal or written representation
                  as to
                  fact or otherwise made by or on behalf of the Corporation or the
                  Agent
                  except as set forth herein or in the Agency Agreement and agrees
                  that the
                  Agent assumes no responsibility or liability of any nature whatsoever
                  for
                  the accuracy, adequacy or completeness of such representations
                  by the
                  Corporation and acknowledges that the Corporation's counsel and
                  the
                  Agent's counsel are acting as counsel to the Corporation and the
                  Agent,
                  respectively, and not as counsel to the Subscriber;
                  and

              


      

       

      
        	
                (s)  

              	
                the
                  Subscriber understands that the Units are being offered for sale
                  only on a
                  "private placement" basis and that the sale and delivery of the
                  Units is
                  conditional upon such sale being exempt from the requirements as
                  to the
                  filing of a prospectus or delivery of an offering memorandum in
                  prescribed
                  form or upon the issuance of such orders, consents or approvals
                  as may be
                  required to permit such sale without the requirement of filing
                  a
                  prospectus or delivering an offering memorandum in prescribed form
                  and, as
                  a consequence: (i) it is restricted from using most of the civil
                  remedies
                  available under applicable securities legislation; (ii) it may
                  not receive
                  information that would otherwise be required to be provided to
                  it under
                  applicable securities legislation; and (iii) the Corporation is
                  relieved
                  from certain obligations that would otherwise apply under applicable
                  securities legislation; and

              


      

       

      
        	
                (t)  

              	
                the
                  Subscriber is aware that there is no market and may never be a
                  market for
                  the Underlying Securities, and acknowledges and confirms that no
                  verbal or
                  written representation has been made to it with respect to the
                  future
                  value or price of the Underlying Securities, that any person will
                  resell
                  or repurchase the Underlying Securities, that any person will refund
                  the
                  purchase price of the Units or the Underlying Securities or that
                  the
                  Underlying Securities will be listed on any stock exchange or that
                  application has been or will be made for such listing;
                  and

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -10-

       

      
        	
                (u)  

              	
                if
                  required by applicable securities legislation, regulations, rules,
                  policies or orders or by any securities commission, stock exchange
                  or
                  other regulatory authority, the Subscriber will execute, deliver,
                  file and
                  otherwise assist the Corporation in filing, such reports, undertakings
                  and
                  other documents with respect to the issue of the Units or the Underlying
                  Securities (and in any event, in the case of an "accredited investor"
                  resident in or otherwise subject to the applicable securities legislation
                  of Alberta, British Columbia, Nova Scotia, Ontario or Saskatchewan
                  a Representation Letter in the form attached as Schedule
                  1); and

              


      

       

      
        	
                (v)  

              	
                the
                  Subscriber will not resell the Underlying Securities except in
                  accordance
                  with this Subscription Agreement and the provisions of any applicable
                  securities legislation and stock exchange rules at the time of
                  such
                  resale; and

              


      

       

      
        	
                (w)  

              	
                the
                  Subscriber acknowledges that any representation or warranty in
                  respect of
                  the Corporation made by the Corporation or the Agent or any person
                  acting
                  on their behalf outside of the Agency Agreement is given or made
                  without
                  liability or responsibility and the Subscriber hereby releases
                  the Agent
                  and the Corporation and their respective directors, officers, employees,
                  agents advisors and shareholders from any claims that may arise
                  in respect
                  of such statements; and

              


      

       

      
        	
                (x)  

              	
                except
                  as disclosed in writing to the Corporation, the Subscriber is not
                  acting
                  jointly or in concert with any other person or company for the
                  purposes of
                  acquiring securities of the Corporation;
                  and

              


      

       

      
        	
                (y)  

              	
                the
                  acquisition of the Underlying Securities hereunder by the Subscriber
                  will
                  not result in the Subscriber becoming a "control person" of the
                  Corporation, as defined under applicable securities laws;
                  and

              


      

       

      
        	
                (z)  

              	
                the
                  entering into of this Subscription Agreement and all related agreements
                  and the transactions contemplated hereby will not result in a violation
                  of
                  any of the terms or provisions of any law applicable to the Subscriber,
                  or
                  if the Subscriber is not a natural person, any of the Subscriber's
                  constating documents, or any agreement to which the Subscriber
                  is a party
                  or by which it is bound; and

              


      

       

      
        	
                (aa)  

              	
                the
                  Subscriber acknowledges that it has been advised to obtain independent
                  legal, income tax and investment advice with respect to its subscription
                  for the Units, and it has had the opportunity to acquire an understanding
                  of the meanings of all terms contained herein relevant to the Subscriber
                  and the Offering for purposes of giving representations, warranties
                  and
                  covenants under this Subscription
                  Agreement.

              


      

       

      Additional
        Acknowledgements of the Subscriber

       

      
        	
                7.  

              	
                The
                  Subscriber acknowledges that: (a) the Agent assumes no responsibility
                  or
                  liability of any nature whatsoever for the accuracy or adequacy
                  of the
                  publicly available information of the Corporation or as to whether
                  all
                  information concerning the Corporation required to be disclosed
                  by the
                  Corporation has been generally disclosed; and (b) the Agent has
                  not
                  engaged in any independent investigation or verification with respect
                  to
                  any of the information referred to in (a)
                  above.

              


      

       

      Closing

       

      
        	
                8.  

              	
                The
                  Subscriber acknowledges and accepts that the conditions precedent
                  to the
                  closing of this Offering are for its benefit and that the Agent
                  may waive,
                  in whole or in part, the completion or satisfaction of any of such
                  conditions precedent on behalf of the Subscriber pursuant to section
                  13
                  hereof.  The Subscriber agrees to deliver to the Agent, not
                  later than 5:00 p.m. (Calgary time) on the day that is two business
                  days
                  before the Closing Date: (a) this duly completed and executed
                  Subscription Agreement; (b) all other documents contemplated herein,
                  as
                  contemplated by subsection 6(u) hereof, including, if the Subscriber
                  is an
                  "accredited investor", a fully executed and completed Representation
                  Letter in the form of Schedule 1 in the case of a
                  Alberta, British Columbia, Nova Scotia, Ontario or Saskatchewan
                  subscriber; (c) if the Subscriber is purchasing under
                  Section 6(c)(ii) D., E., F., H. or I. and it is a close personal
                  friend or
                  close business associate, a fully executed and completed Questionnaire
                  in
                  the form of Schedule 2, and if also resident in
                  Saskatchewan, a fully executed and completed Risk
                  Acknowledgement Form in the form of Schedule 3; and (d) a
                  certified cheque, money order, bank draft or wire transfer (as
                  required)
                  payable to "J.F. Mackie & Company Ltd." for the
                  Aggregate Subscription Price or payment of the same amount in such
                  other
                  manner as is acceptable to the
                  Agent.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
-11-
       

       

      
        	
                9.  

              	
                The
                  sale of the Units pursuant to this Subscription Agreement will
                  be
                  completed at the offices of Bennett Jones LLP, the Corporation's
                  counsel,
                  in Calgary, Alberta at 9:00 a.m. (Calgary time) or such other time as
                  the Corporation and the Agent may agree (the "Closing
                  Time") on July 13, 2007, or such other date or dates as the
                  Corporation and the Agent may agree (the "Closing Date"),
                  it being acknowledged and agreed by the Subscriber that the Corporation
                  may have more than one closing in respect of the Offering.  At
                  the Closing Time, subject to the terms and conditions of the Agency
                  Agreement, the Agent shall deliver to the Corporation: (i) all
                  completed
                  subscription agreements, including this Subscription Agreement;
                  (ii) a
                  duly completed and executed Representation Letter or questionnaire
                  in
                  respect of each subscription (if applicable); and (iii) all other
                  documents as the Corporation or its counsel may reasonably
                  request.

              


      

       

      
        	
                10.  

              	
                The
                  Corporation and the Agent shall be entitled to rely on delivery
                  of a
                  facsimile or electronic copy of executed subscriptions, and acceptance
                  by
                  the Corporation of such facsimile or electronic subscriptions shall
                  be
                  legally effective to create a valid and binding agreement between
                  the
                  Subscriber and the Corporation in accordance with the terms
                  hereof.  In addition, this Subscription Agreement may be
                  executed in counterparts, each of which shall be deemed to be an
                  original
                  and all of which shall constitute one and the same
                  document.

              


      

       

      General

       

      
        	
                11.  

              	
                Throughout
                  this Subscription Agreement, if the Subscriber is contracting on
                  behalf of
                  another person or persons, all representations, warranties, covenants,
                  acknowledgements, confirmations and statements made by the Subscriber
                  hereunder, including the Schedules, shall be true with respect
                  to such
                  person or persons on whose behalf the Subscriber is contracting
                  as if such
                  representations, warranties, covenants, acknowledgments, confirmations
                  or
                  statements were made directly by such person or
                  persons.

              


      

       

      
        	
                12.  

              	
                The
                  Subscriber agrees that the representations, warranties and covenants
                  of
                  the Subscriber herein will be true and correct both as of the execution
                  of
                  this Subscription Agreement and as of the Closing Time and will
                  survive
                  the completion of the issuance of the Units and any subsequent
                  disposition
                  by the Subscriber of the Underlying Securities.  The
                  representations, warranties and covenants of the Subscriber herein
                  are
                  made with the intent that they be relied upon by the Corporation,
                  the
                  Agent and their respective legal counsel in determining the eligibility
                  of
                  a purchaser of Units and the Subscriber agrees to indemnify and
                  save
                  harmless the Corporation and the Agent and their respective affiliates,
                  shareholders, directors, officers, employees, counsel and agents
                  against
                  all losses, claims, costs, expenses and damages or liabilities
                  which any
                  of them may suffer or incur which are caused or arise from a breach
                  thereof and reliance thereon.  The Subscriber undertakes to
                  immediately notify the Corporation at Red Mile Entertainment, Inc.,
                  4000
                  Bridgeway, Suite 101, Sausalito, California 95965, Attention: Chester
                  Aldridge (Fax Number (415) 339-4250) and the Agent at J.F. Mackie
&
                  Company Ltd., 1550, 335 8th
                  Avenue S.W.,
                  Calgary Alberta, Attention: Phil Hodge, Managing Director (Fax
                  Number:
                  (403) 218-6376), of any change in any statement or other information
                  relating to the Subscriber set forth herein which takes place prior
                  to the
                  Closing Time.

              


      

       

      
        	
                13.  

              	
                The
                  Subscriber acknowledges that the Agent has been appointed by the
                  Corporation to act as the exclusive Agent of the Corporation to
                  offer the
                  Units offered under the Offering on a private placement basis and,
                  in
                  connection therewith, the Corporation and the Agent have entered
                  into or
                  will, prior to the Closing Time, enter into the Agency Agreement
                  pursuant
                  to which the Agent, in connection with the issue and sale of the
                  Units,
                  will receive a fee from the Corporation.  The Subscriber hereby
                  irrevocably authorizes the Agent:  (a) to act as its
                  representative at the closing in respect of this subscription and
                  to
                  execute in its name and on its behalf all closing receipts and
                  documents
                  required; (b) to complete or correct any errors or omissions in
                  any form
                  or document provided by the Subscriber in respect of this subscription;
                  (c) to receive on its behalf certificates and/or agreements representing
                  the Units purchased under this Subscription Agreement; (d) to approve
                  any
                  opinions, certificates or other documents addressed to the Subscriber;
                  (e)
                  to waive, in whole or in part, any representations, warranties,
                  covenants
                  or conditions for the benefit of the Subscriber contained in the
                  Agency
                  Agreement; and (f) to exercise any rights of termination contained
                  in the
                  Agency Agreement.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -12-

       

      
        	
                14.  

              	
                The
                  Subscriber acknowledges and agrees that all costs incurred by the
                  Subscriber (including any fees and disbursements of any special
                  counsel
                  retained by the Subscriber) relating to the sale of the Units to
                  the
                  Subscriber hereunder shall be borne by the
                  Subscriber.

              


      

       

      
        	
                15.  

              	
                Nothing
                  herein shall constitute or be construed to constitute a partnership
                  of any
                  kind whatsoever between the Subscriber and the
                  Corporation.

              


      

       

      
        	
                16.  

              	
                The
                  invalidity, illegality or unenforceability of any provision of
                  this
                  Subscription Agreement shall not affect the validity, legality
                  or
                  enforceability of any other provision
                  hereof.

              


      

       

      
        	
                17.  

              	
                The
                  contract arising out of this Subscription Agreement and all documents
                  relating thereto, which by common accord has been or will be drafted
                  in
                  English, shall be governed by and construed in accordance with
                  the laws of
                  the Province of Alberta and the federal laws of Canada applicable
                  therein
                  excluding reference to conflicts of laws principles.  The
                  parties irrevocably attorn to the exclusive jurisdiction of the
                  courts of
                  the Province of Alberta.  Time shall be of the essence
                  hereof.

              


      

       

      
        	
                18.  

              	
                The
                  Subscriber acknowledges its consent and requests that this Subscription
                  Agreement and all documents evidencing or relating in any way to
                  the
                  purchase of the Units be drawn up in the English language
                  only.  Le souscripteur reconnaît par les présentes avoir
                  consenti et demandé que cette convention de souscription et tous les
                  documents faisant foi ou se rapportant de quelque manière à
                  l'achat des titres soient rédigés en anglais
                  seulement.

              


      

       

      
        	
                19.  

              	
                This
                  Subscription Agreement represents the entire agreement of the parties
                  hereto relating to the subject matter hereof and there are no
                  representations, covenants or other agreements relating to the
                  subject
                  matter hereof except as stated or referred to
                  herein.

              


      

       

      
        	
                20.  

              	
                The
                  funds representing the Aggregate Subscription Price which will
                  be advanced
                  by the Subscriber to the Corporation hereunder will not represent
                  proceeds
                  of crime for the purposes of the Proceeds of Crime (Money Laundering)
                  and Terrorist Financing Act (Canada) and the Subscriber acknowledges
                  that the Corporation may in the future be required by law to disclose
                  the
                  Subscriber's name and other information relating to this Subscription
                  Agreement and the Subscriber's subscription hereunder, on a confidential
                  basis, pursuant to the Proceeds of Crime (Money Laundering) and
                  Terrorist Financing Act (Canada).  To the best of the
                  Subscriber's knowledge, none of the subscription funds to be provided
                  by
                  the Subscriber (a) have been or will be derived from or related
                  to any
                  activity that is deemed criminal under the laws of Canada, the
                  United
                  States, or any other jurisdiction, or (b) are being tendered on
                  behalf of
                  a person or entity who has not been identified to the
                  Subscriber.  The Subscriber will promptly notify the Corporation
                  if the Subscriber discovers that any of such representations ceases
                  to be
                  true, and will provide the Corporation with appropriate information
                  in
                  connection therewith.

              


      

       

      
        	
                21.  

              	
                The
                  covenants, representations and warranties contained herein shall
                  survive
                  the closing of the transactions contemplated hereby and shall be
                  binding
                  upon and enure to the benefit of the parties hereto and their respective
                  heirs, executors, administrators, successors and permitted
                  assigns.

              


      

       

      
        	
                22.  

              	
                The
                  headings used in this Subscription Agreement have been inserted
                  for
                  convenience of reference only and shall not affect the meaning
                  or
                  interpretation of this Subscription Agreement or any provision
                  hereof.

              


      

       

      
        	
                23.  

              	
                Except
                  as otherwise provided herein, this Subscription Agreement may only
                  be
                  amended by the parties hereto in
                  writing.

              


      

       

      
        	
                24.  

              	
                Neither
                  party may assign all or part of its interest in or to this Subscription
                  Agreement without the consent of the other party in
                  writing.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -13-

       

       

      
        	
                25.  

              	
                In
                  this Subscription Agreement (including the Schedules hereto), references
                  to "$" are to United States dollars unless explicitly stated
                  otherwise.

              


      

       

      
        PRIVACY
          NOTICE

         

        


      

      
        This
          Subscription Agreement and the Schedules hereto require the Subscriber
          to
          provide certain personal information to the Corporation.  Such
          information is being collected by the Corporation for the purposes of completing
          the sale of the Units to the Subscriber, which includes, without limitation,
          determining the eligibility of the Subscriber to purchase the Units under
          applicable securities laws, preparing and registering certificates representing
          the Underlying Securities to be issued hereunder and completing filings
          required
          under applicable securities legislation, regulations, rules, policies or
          orders
          or by any other securities regulatory authority.

         

        In
          addition, such personal information may be used or disclosed by the Corporation
          for the purpose of administering the Corporation's relationship with the
          Subscriber.  For example, such personal information may be used by the
          Corporation to communicate with the Subscriber (such as by providing annual
          or
          quarterly reports), to prepare tax filings and forms or to comply with
          the
          Corporation's obligations under taxation, securities and other laws (such
          as
          maintaining a list of holders of shares).

         

        In
          connection with the foregoing, the personal information of the Subscriber
          may be
          disclosed by the Corporation to: (i) securities regulatory or taxation
          authorities, (ii) the Corporation's registrar and transfer agent, if any,
          and (iii) any of the other persons involved in the Offering, including
          legal counsel, and may be included in record books prepared in respect
          of the
          Offering.

         

        


      

      
        By
          executing this Subscription Agreement, the Subscriber hereby consents to
          the
          collection, use and disclosure of such personal information.  The
          Subscriber also consents to the filing of copies or originals of any of
          the
          documents provided to the Corporation by or on behalf of the Subscriber
          with any
          securities regulatory authority in relation to the transactions contemplated
          by
          this Subscription.

        


        If
          it is a resident of or otherwise subject to applicable securities laws
          of
          Ontario, the Subscriber acknowledges that it has been notified by the
          Corporation (a) of the delivery to the Ontario Securities Commission (the
          "OSC")
          of the full name, residential address and telephone number of the Subscriber,
          the number and type of securities purchased, the total purchase price in
          United
          States funds, the exemption relied upon and the date of distribution, and
          hereby
          authorizes the delivery of this information to the OSC; (b) that this
          information is being collected indirectly by the OSC under the authority
          granted
          to it in securities legislation; (c) that this information is being collected
          for the purposes of the administration and enforcement of the securities
          legislation of Ontario; and (d) that the Administrative Assistant to the
          Director of Corporate Finance can be contacted at Suite 1903, Box 55, 20
          Queen
          Street West, Toronto, Ontario M5H 3S8 or at (416) 593-8086 regarding any
          questions about the OSC's indirect collection of this
          information.

        


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -14-

       

      SCHEDULE
        1

       

      REPRESENTATION
        LETTER

       

      (FOR
        ALBERTA, BRITISH COLUMBIA, NOVA SCOTIA,

       

      ONTARIO
        AND SASKATCHEWAN ACCREDITED INVESTORS)

       

      TO:                        
        RED MILE ENTERTAINMENT, INC. (the
"Corporation")

      
        	
                 

              	
                AND
                  TO:J.F. MACKIE & COMPANY LTD. (the
                  "Agent")

              


      

       

      In
        connection with the purchase of Units of the Corporation (as that term is
        defined in the Subscription Agreement) by the undersigned subscriber or,
        if
        applicable, the principal on whose behalf the undersigned is purchasing as
        agent
        (the "Subscriber" for the purposes of this Schedule 1), the
        Subscriber hereby represents, warrants, covenants and certifies to the
        Corporation and the Agent that:

       

      
        	
                1.  

              	
                The
                  Subscriber is resident in or is subject to the laws of Alberta,
                  British
                  Columbia, Nova Scotia,

              


      

       

      
        
          	
                   

                	
                  
                    Ontario
                      or Saskatchewan or, if resident in or subject to a jurisdiction
                      not
                      referred to above, it has complied with the requirements of
                      all applicable
                      securities legislation in the jurisdiction of its residence
                      and the
                      provisions of this Schedule 1 as if it were a resident of
                      Alberta;

                  

                


        

         

      

      
        	
                2.  

              	
                The
                  Subscriber is purchasing the Units as principal for its own account
                  or is
                  deemed to be so purchasing pursuant to NI 45-106, as defined
                  below);

              


      

       

      
        	
                3.  

              	
                The
                  Subscriber is an "accredited investor" within the meaning of National
                  Instrument 45-106 entitled "Prospectus and Registration Exemptions"
                  ("NI 45-106") by virtue of satisfying the indicated
                  criterion as set out in Appendix "A" to this Representation
                  Letter;

              


      

       

      
        	
                4.  

              	
                The
                  Subscriber has not been created or used solely to purchase or hold
                  securities as an "accredited investor" as described in paragraph
                  (m) of
                  the definition of "accredited investor" in NI 45-106, which is
                  reproduced
                  in Appendix "A" to this Representation Letter;
                  and

              


      

       

      
        	
                5.  

              	
                Upon
                  execution of this Schedule 1 by the Subscriber, this Schedule 1
                  shall be
                  incorporated into and form a part of the Subscription
                  Agreement.

              


      

       

      Dated:  _________________________,
        2007.

       

      _______________________________________________                                                                           


      Print
        name of Subscriber

      


      By:      _______________________________________________        

      Signature

      


      __________________________________________                                                            

      Print
        name of Signatory (if different from Subscriber)

      


      __________________________________________                                                                


      Title

       

      
        IMPORTANT:  PLEASE
          INITIAL THE CATEGORY OR CATEGORIES

        IN
          APPENDIX "A" ON THE NEXT PAGE THAT DESCRIBE
          YOU

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -15-

       

      


      


      APPENDIX
        "A"

      


      TO
        SCHEDULE 1

       

      PLEASE
        MARK YOUR INITIALS OR PLACE A CHECKMARK BESIDE THE CATEGORY OF
"ACCREDITED INVESTOR" TO WHICH YOU
        BELONG.

       

      Accredited
        Investor - (defined in National Instrument 45-106) means:

       

      
        
          	 	
                  (a)  a
                    Canadian financial institution, or a Schedule III bank;

                   

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

                   

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

                   

                
	 	
                  (d)  a
                    person registered under the securities legislation of a jurisdiction
                    of
                    Canada as an adviser or dealer, other than a person registered
                    solely as a
                    limited market dealer under one or both of the Securities Act
                    (Ontario) or the Securities Act (Newfoundland and
                    Labrador);

                   

                
	 	
                  (e)  an
                    individual registered or formerly registered under the securities
                    legislation of a jurisdiction of Canada as a representative of
                    a person
                    referred to in paragraph (d);

                   

                
	 	
                  (f)  the
                    Government of Canada or a jurisdiction of Canada, or any crown
                    corporation, agency or wholly owned entity of the Government
                    of Canada or
                    a jurisdiction of Canada;

                   

                
	 	
                  (g)  a
                    municipality, public board or commission in Canada and a metropolitan
                    community, school board, the Comité de gestion de la taxe scolaire de
                    l'île de Montréal or an intermunicipal management board in
                    Québec;

                   

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

                   

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

                   

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

                   

                
	 	
                  (k)  an
                    individual whose net income before taxes exceeded $200,000 in
                    each of the
                    2 most recent calendar years or whose net income before taxes
                    combined
                    with that of a spouse exceeded $300,000 in each of the 2 most
                    recent
                    calendar years and who, in either case, reasonably expects to
                    exceed that
                    net income level in the current calendar year;

                   

                
	 	
                  (Note:
                    if individual accredited investors wish to purchase through wholly-owned
                    holding companies or similar entities, such purchasing entities
                    must
                    qualify under paragraph (t) below, which must be
                    initialled.)

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

                   

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      A-2

       

       

      
        
          	 	
                  (m)  a
                    person, other than an individual or investment fund, that has
                    net assets
                    of at least $5,000,000 as shown on its most recently prepared
                    financial
                    statements;

                   

                
	 	
                  (n)  an
                    investment fund that distributes or has distributed its securities
                    only to
                    (i) a person that is or was an accredited investor at the time
                    of the
                    distribution, (ii) a person that acquires or acquired securities
                    in the
                    circumstances referred to in sections 2.10 of NI 45-106 [Minimum
                    amount
                    investment], and 2.19 of NI 45-106 [Additional investment in
                    investment
                    funds], or (iii) a person described in paragraph (i) or (ii)
                    that acquires
                    or acquired securities under section 2.18 of NI 45-106 [Investment
                    fund
                    reinvestment];

                   

                
	 	
                  (o)  an
                    investment fund that distributes or has distributed securities
                    under a
                    prospectus in a jurisdiction of Canada for which the regulator
                    or, in
                    Québec, the securities regulatory authority, has issued a
                    receipt;

                   

                
	 	
                  (p)  a
                    trust company or trust corporation registered or authorized to
                    carry on
                    business under the Trust and Loan Companies Act (Canada) or under
                    comparable legislation in a jurisdiction of Canada or a foreign
                    jurisdiction, acting on behalf of a fully managed account managed
                    by the
                    trust company or trust corporation, as the case may be;

                   

                
	 	
                  (q)  a
                    person acting on behalf of a fully managed account managed by
                    that person,
                    if that person (i) is registered or authorized to carry on business
                    as an
                    adviser or the equivalent under the securities legislation of
                    a
                    jurisdiction of Canada or a foreign jurisdiction, and (ii) in
                    Ontario, is
                    purchasing a security that is not a security of an investment
                    fund;

                   

                
	 	
                  (r)  a
                    registered charity under the Income Tax Act (Canada) that, in
                    regard to the trade, has obtained advice from an eligibility
                    adviser or an
                    adviser registered under the securities legislation of the jurisdiction
                    of
                    the registered charity to give advice on the securities being
                    traded;

                   

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

                   

                
	 	
                  (t)  a
                    person in respect of which all of the owners of interests, direct,
                    indirect or beneficial, except the voting securities required
                    by law to be
                    owned by directors, are persons that are accredited
                    investors;

                   

                
	 	
                  (Note:
                    if you are purchasing as an individual accredited investor paragraphs
                    (j),
                    (k) or (l) above must be initialled rather than paragraph
                    (t).)

                
	 	
                  (u)  an
                    investment fund that is advised by a person registered as an
                    adviser or a
                    person that is exempt from registration as an adviser; or

                   

                
	 	
                  (v)  a
                    person that is recognized or designated by the securities regulatory
                    authority or, except in Ontario and Québec, the regulator as (i) an
                    accredited investor, or (ii) an exempt purchaser in Alberta or
                    British
                    Columbia.

                   

                


        

      

       

      NOTE:   The
        investor must initial or place a checkmark beside the applicable portion
        of the
        above definition.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      A-3

       

       

      For
        the purposes hereof:

       

      
        	
                (a)  

              	
                "affiliate"
                  - an issuer is an affiliate of another issuer
                  if

              


      

       

      
        	
                (i)  

              	
                one
                  of them is the subsidiary of the other,
                  or

              


      

       

      
        	
                (ii)  

              	
                each
                  of them is controlled by the same
                  person;

              


      

       

      
        	
                (b)  

              	
                "bank"
                  means a bank named in Schedule I or II of the Bank Act
                  (Canada);

              


      

       

      
        	
                (c)  

              	
                "beneficial
                  ownership" of securities by a person
                  occurs

              


      

       

      
        	
                (i)  

              	
                for
                  the purposes of British Columbia, Saskatchewan, Manitoba and Ontario
                  securities law, when such securities are beneficially owned
                  by

              


      

       

      
        	
                (A)  

              	
                an
                  issuer controlled by that person;
                  or

              


      

       

      
        	
                (B)  

              	
                an
                  affiliate of that person or an affiliate of an issuer controlled
                  by that
                  person;

              


      

       

      
        	
                (ii)  

              	
                for
                  the purposes of Alberta securities law, when such securities are
                  beneficially owned by

              


      

       

      
        	
                (A)  

              	
                a
                  company controlled by that person or an affiliate of that
                  company;

              


      

       

      
        	
                (B)  

              	
                an
                  affiliate of that person; or

              


      

       

      
        	
                (C)  

              	
                through
                  a trustee, legal representative, agent or other intermediary of
                  that
                  person;

              


      

       

      
        	
                (d)  

              	
                "Canadian
                  financial institution"
                  means

              


      

       

      
        	
                (i)  

              	
                an
                  association governed by the Cooperative Credit Associations Act
                  (Canada) or a central cooperative credit society for which an order
                  has
                  been made under section 473(1) of that Act,
                  or

              


      

       

      
        	
                (ii)  

              	
                a
                  bank, loan corporation, trust company, trust corporation, insurance
                  company, treasury branch, credit union, caisse populaire, financial
                  services cooperative, or league that, in each case, is authorized
                  by an
                  enactment of Canada or a jurisdiction of Canada to carry on business
                  in
                  Canada or a jurisdiction of Canada;

              


      

       

      
        	
                (e)  

              	
                "consultant"
                  means, for an issuer, a person, other than an employee, executive
                  officer,
                  or director of the issuer or of a related entity of the issuer,
                  that

              


      

       

      
        	
                (i)  

              	
                is
                  engaged to provide services to the issuer or a related entity of
                  the
                  issuer, other than services provided in relation to a
                  distribution,

              


      

       

      
        	
                (ii)  

              	
                provides
                  the services under a written contract with the issuer or a related
                  entity
                  of the issuer, and

              


      

       

      
        	
                (iii)  

              	
                spends
                  or will spend a significant amount of time and attention on the
                  affairs
                  and business of the issuer or a related entity of the
                  issuer

              


      

       

      and
        includes, for an individual consultant, a corporation of which the individual
        consultant is an employee or shareholder, and a partnership of which the
        individual consultant is an employee or partner;

       

      
        	
                (f)  

              	
                a
                  person (first person) is considered to "control" another
                  person (second person) if

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
A-4
       

       

      
        	
                (i)  

              	
                the
                  first person, directly or indirectly, beneficially owns or exercises
                  control or direction over securities of the second person carrying
                  votes
                  which, if exercised, would entitle the first person to elect a
                  majority of
                  the directors of the second person, unless that first person holds
                  the
                  voting securities only to secure an
                  obligation,

              


      

       

      
        	
                (ii)  

              	
                the
                  second person is a partnership, other than a limited partnership,
                  and the
                  first person holds more than 50% of the interests of the partnership,
                  or

              


      

       

      
        	
                (iii)  

              	
                the
                  second person is a limited partnership and the general partner
                  of the
                  limited partnership is the first
                  person.

              


      

       

      
        	
                (g)  

              	
                "control
                  person" has the same meaning as in securities legislation except
                  in Manitoba and Ontario, where control person means any person
                  that holds
                  or is one of a combination of person that
                  holds

              


      

       

      
        	
                (i)  

              	
                a
                  sufficient number of any of the securities of an issuer so as to
                  affect
                  materially the control of the issuer,
                  or

              


      

       

      
        	
                (ii)  

              	
                more
                  than 20% of the outstanding voting securities of an issuer except
                  where
                  there is evidence showing that the holding of those securities
                  does not
                  affect materially the control of the
                  issuer;

              


      

       

      
        	
                (h)  

              	
                "director"
                  means

              


      

       

      
        	
                (i)  

              	
                a
                  member of the board of directors of a company or an individual
                  who
                  performs similar functions for a company,
                  and

              


      

       

      
        	
                (ii)  

              	
                with
                  respect to a person that is not a company, an individual who performs
                  functions similar to those of a director of a
                  company;

              


      

       

      
        	
                (i)  

              	
                "eligibility
                  adviser" means

              


      

       

      
        	
                (i)  

              	
                a
                  person that is registered as an investment dealer or in an equivalent
                  category of registration under the securities legislation of the
                  jurisdiction of a purchaser and authorized to give advice with
                  respect to
                  the type of security being distributed,
                  and

              


      

       

      
        	
                (ii)  

              	
                in
                  Saskatchewan or Manitoba, also means a lawyer who is a practicing
                  member
                  in good standing with a law society of a jurisdiction of Canada
                  or a
                  public accountant who is a member in good standing of an institute
                  or
                  association of chartered accountants, certified general accountants
                  or
                  certified management accountants in a jurisdiction of Canada provided
                  that
                  the lawyer or public accountant must
                  not

              


      

       

      
        	
                (A)  

              	
                have
                  a professional, business or personal relationship with the issuer,
                  or any
                  of its directors, executive officers, founders, or control persons,
                  and

              


      

       

      
        	
                (B)  

              	
                have
                  acted for or been retained personally or otherwise as an employee,
                  executive officer, director, associate or partner of a person that
                  has
                  acted for or been retained by the issuer or any of its directors,
                  executive officers, founders or control persons within the previous
                  12
                  months;

              


      

       

      
        	
                (j)  

              	
                "executive
                  officer" means, for an issuer, an individual who
                  is

              


      

       

      
        	
                (i)  

              	
                a
                  chair, vice-chair or president,

              


      

       

      
        	
                (ii)  

              	
                a
                  vice-president in charge of a principal business unit, division
                  or
                  function including sales, finance or
                  production,

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
A-5
       

       

      
        	
                (iii)  

              	
                an
                  officer of the issuer or any of its subsidiaries and who performs
                  a
                  policy-making function in respect of the issuer,
                  or

              


      

       

      
        	
                (iv)  

              	
                performing
                  a policy-making function in respect of the
                  issuer;

              


      

       

      
        	
                (k)  

              	
                "financial
                  assets" means

              


      

       

      
        	
                (i)  

              	
                cash,

              


      

       

      
        	
                (ii)  

              	
                securities,
                  or

              


      

       

      
        	
                (iii)  

              	
                a
                  contract of insurance, a deposit or an evidence of a deposit that
                  is not a
                  security for the purposes of securities
                  legislation;

              


      

       

      
        	
                (l)  

              	
                "foreign
                  jurisdiction" means a country other than Canada or a politician
                  subdivision of a country other than
                  Canada;

              


      

       

      
        	
                (m)  

              	
                "founder",
                  means, in respect of an issuer, a person
                  who,

              


      

       

      
        	
                (i)  

              	
                acting
                  alone, in conjunction, or in concert with one or more persons,
                  directly or
                  indirectly, takes the initiative in founding, organizing or substantially
                  reorganizing the business of the issuer,
                  and

              


      

       

      
        	
                (ii)  

              	
                at
                  the time of the trade is actively involved in the business of the
                  issuer;

              


      

       

      
        	
                (n)  

              	
                "fully
                  managed account" means an account of a client for which a person
                  makes the investment decisions if that person has full discretion
                  to trade
                  in securities for the account without requiring the client's express
                  consent to a transaction;

              


      

       

      
        	
                (o)  

              	
                "individual"
                  means a natural person, but does not
                  include

              


      

       

      
        	
                (i)  

              	
                a
                  partnership, unincorporated association, unincorporated syndicate,
                  unincorporated organization or a trust,
                  or

              


      

       

      
        	
                (ii)  

              	
                a
                  natural person in the person's capacity as trustee, executor,
                  administrator or other legal
                  representative;

              


      

       

      
        	
                (p)  

              	
                "investment
                  fund" means a mutual fund or non-redeemable investment fund,
                  and,
                  for greater certainty in British Columbia, includes an employee
                  venture
                  capital corporation that does not have a restricted constitution
,and
                  is registered under Part 2
                  of the Employee
                  Investment Act (British
                  Columbia), R.S.B.C. 1996
                  c. 112, and whose business objective is making multiple investments
                  and a
                  venture capital corporation registered under Part 1 of the Small
                  Business Venture
                  Capital Act (British
                  Columbia), R.S.B.C. 1996
                  c.429 whose business objective is making multiple
                  investments;

              


      

       

      
        	
                (q)  

              	
                "jurisdiction"
                  means a province or territory of Canada except when used in the
                  term
                  "foreign jurisdiction";

              


      

       

      
        	
                (r)  

              	
                "local
                  jurisdiction" means the jurisdiction in which the applicable
                  securities regulatory authority is
                  situate;

              


      

       

      
        	
                (s)  

              	
                "mutual
                  fund" means:

              


      

       

      
        	
                (i)  

              	
                for
                  the purposes of Alberta, Saskatchewan, Manitoba and Ontario securities
                  law, an issuer of securities that entitles 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 part
                  of the net assets, including a separate fund or trust account,
                  of the
                  issuer of the securities;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
A-6
       

       

      
        	
                (ii)  

              	
                and,
                  for the purposes of British Columbia securities law, also
                  includes

              


      

       

      
        	
                (A)  

              	
                an
                  issuer described in an order that the British Columbia Securities
                  Commission may make pursuant to section 3.2 of the Securities Act
                  (British Columbia); and

              


      

       

      
        	
                (B)  

              	
                an
                  issuer that is in a class of prescribed
                  issuers,

              


      

       

      but
        does
        not include an issuer, or a class of issuers, described in an order that
        the
        British Columbia Securities Commission may make under section 3.1 of the
        Securities Act (British Columbia);

       

      
        	
                (t)  

              	
                "non-redeemable
                  investment fund" means an
                  issuer,

              


      

       

      
        	
                (i)  

              	
                whose
                  primary purpose is to invest money provided by its
                  securityholders,

              


      

       

      
        	
                (ii)  

              	
                that
                  does not invest,

              


      

       

      
        	
                (A)  

              	
                for
                  the purpose of exercising or seeking to exercise control of an
                  issuer,
                  other than an issuer that is a mutual fund or a non-redeemable
                  investment
                  fund, or

              


      

       

      
        	
                (B)  

              	
                for
                  the purpose of being actively involved in the management of any
                  issuer in
                  which it invests, other than an issuer that is a mutual fund or
                  a
                  non-redeemable investment fund, and

              


      

       

      
        	
                (iii)  

              	
                that
                  is not a mutual fund;

              


      

       

      
        	
                (u)  

              	
                "permitted
                  assign" means, for a person that is an employee, executive
                  officer, director or consultant of an issuer or of a related entity
                  of the
                  issuer,

              


      

       

      
        	
                (i)  

              	
                a
                  trustee, custodian, or administrator acting on behalf of, or for
                  the
                  benefit of the person,

              


      

       

      
        	
                (ii)  

              	
                a
                  holding entity of the person,

              


      

       

      
        	
                (iii)  

              	
                an
                  RRSP or a RRIF of the person,

              


      

       

      
        	
                (iv)  

              	
                a
                  spouse of the person,

              


      

       

      
        	
                (v)  

              	
                a
                  trustee, custodian, or administrator acting on behalf of, or for
                  the
                  benefit of the spouse of the
                  person,

              


      

       

      
        	
                (vi)  

              	
                a
                  holding entity of the spouse of the person,
                  or

              


      

       

      
        	
                (vii)  

              	
                an
                  RRSP or a RRIF of the spouse of the
                  person;

              


      

       

      
        	
                (v)  

              	
                "person"
                  includes

              


      

       

      
        	
                (i)  

              	
                an
                  individual,

              


      

       

      
        	
                (ii)  

              	
                a
                  corporation,

              


      

       

      
        	
                (iii)  

              	
                a
                  partnership, trust, fund and an association, syndicate, organization
                  or
                  other organized group of persons, whether incorporated or not,
                  and

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      A-7

       

       

      
        	
                (iv)  

              	
                an
                  individual or other person in that person's capacity as a trustee,
                  executor, administrator or personal or other legal
                  representative;

              


      

       

      
        	
                (w)  

              	
                "regulator"
                  means:

              


      

       

      
        	
                (i)  

              	
                the
                  Executive Director, as defined under section 1 of the Securities
                  Act (Alberta);

              


      

       

      
        	
                (ii)  

              	
                the
                  Executive Director, as defined under section 1 of the Securities
                  Act (British Columbia); and

              


      

       

      
        	
                (iii)  

              	
                such
                  other person as is referred to in Appendix D of National Instrument
                  14-101
                  – Definitions;

              


      

       

      
        	
                (x)  

              	
                "related
                  entity" means, for an issuer, a person that controls or is
                  controlled by the issuer or that is controlled by the same person
                  that
                  controls the issuer;

              


      

       

      
        	
                (y)  

              	
                "related
                  liabilities" means

              


      

       

      
        	
                (i)  

              	
                liabilities
                  incurred or assumed for the purpose of financing the acquisition
                  or
                  ownership of financial assets, or

              


      

       

      
        	
                (ii)  

              	
                liabilities
                  that are secured by financial
                  assets;

              


      

       

      
        	
                (z)  

              	
                "Schedule
                  III bank" means an authorized foreign bank named in Schedule III
                  of the Bank Act (Canada);

              


      

       

      
        	
                (aa)  

              	
                "securities
                  legislation" means:

              


      

       

      
        	
                (i)  

              	
                for
                  Alberta, the Securities Act (Alberta) and the regulations and
                  rules under such Act and the blanket rulings and orders issued
                  by the
                  Alberta Securities Commission; and

              


      

       

      
        	
                (ii)  

              	
                for
                  other Canadian jurisdictions, such other statutes and instruments
                  as are
                  listed in Appendix B of National Instrument 14-101 – Mutual Funds –
                  Definitions and
                  Interpretation;

              


      

       

      
        	
                (bb)  

              	
                "securities
                  regulatory authority"
                  means:

              


      

       

      
        	
                (i)  

              	
                the
                  Alberta Securities Commission;

              


      

       

      
        	
                (ii)  

              	
                in
                  respect of any local jurisdiction other than Alberta, means the
                  securities
                  commission or similar regulatory authority listed in Appendix C
                  of
                  National Instrument 14-101 –
Definitions;

              


      

       

      
        	
                (cc)  

              	
                "spouse"
                  means, an individual who,

              


      

       

      
        	
                (i)  

              	
                is
                  married to another individual and is not living separate and apart
                  within
                  the meaning of the Divorce Act (Canada), from the other
                  individual,

              


      

       

      
        	
                (ii)  

              	
                is
                  living with another individual in a marriage-like relationship,
                  including
                  a marriage-like relationship between individuals of the same gender,
                  or

              


      

       

      
        	
                (iii)  

              	
                in
                  Alberta, is an individual referred to in paragraph (i) or (ii),
                  or is an
                  adult interdependent partner within the meaning of the Adult
                  Interdependent Relationships Act
                  (Alberta);

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       
A-8
       

       

      
        	
                (dd)  

              	
                "subsidiary"
                  means an issuer that is controlled directly or indirectly by another
                  issuer and includes a subsidiary of that
                  subsidiary;

              


      

       

      
        	
                (ee)  

              	
                "voting
                  security" means any security
                  which:

              


      

       

      
        	
                (i)  

              	
                is
                  not a debt security; and

              


      

       

      
        	
                (ii)  

              	
                carries
                  a voting right either under all circumstances or under some contingency
                  that has occurred and is
                  continuing.

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        2

       

      Close
        Personal Friend and/or Close Business Associate
        Questionnaire

       

      To
        be
        completed by Subscribers to whom section 6(c)(ii) D, E, F, H or I of the
        Subscription Agreement applies.

       

      
        	
                Name
                  of director, senior officer, control person or founder:

              
	 
	
                Length
                  of Relationship:

              
	 
	
                Prior
                  Business Dealings:

              
	 
	
                Details
                  of Relationship:

              
	 


      

      


      The
        undersigned understands that the Corporation and the Agent are relying on
        this
        information in determining to sell securities to the undersigned in a manner
        exempt from the prospectus and registration requirements of the applicable
        securities laws.

       

      The
        undersigned has executed this Questionnaire as of the ____ day of,
        2007.

       

      


       

      
        	
                If
                  a Corporation, Trust, Partnership or other Entity:

              	 	
                If
                  an Individual:

              
	 	 	 
	
                Name
                  of Entity

              	 	
                Signature

              
	 	 	 
	
                Type
                  of Entity

              	 	
                Name
                  of Individual

              
	 	 	 
	
                Signature
                  of Person Signing

              	 	 
	 	 	 
	
                Title
                  of Person Signing

              	 	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      SCHEDULE
        3

       

      RISK
        ACKNOWLEDGMENT FORM

       

      FORM
        45-106F5

       

      SASKATCHEWAN
        CLOSE PERSONAL FRIENDS AND CLOSE BUSINESS ASSOCIATES

       

      WARNING

       

      I
        acknowledge that this is a risky investment:

      
         

        
          	
                   

                	
                  ·

                	
                  I
                    am investing entirely at my own
                    risk.

                


        

        
          
             

            
              	
                       

                    	
                      ·

                    	
                      No
                        securities regulatory authority has evaluated or endorsed
                        the merits of
                        these securities.

                    


            

             

          

        

      

      
        
          	
                   

                	
                  ·

                	
                  I
                    will not be able to sell these securities except in very limited
                    circumstances. I may never be able to sell these
                    securities.

                


        

         

          
            
              	
                       

                    	
                      ·

                    	
                      I
                        will not be able to sell these securities for 4
                        months.

                    


            

             

          

        

        
          
            
              	
                       

                    	
                      ·

                    	
                      I
                        could lose all the money I invest.

                    


            

             

          

        

        
          
            
              
                	
                         

                      	
                        ·

                      	
                        
                          I
                            do not have a 2-day right to cancel my purchase of these
                            securities or the
                            statutory rights of action for misrepresentation I would
                            have if I were
                            purchasing the securities under a
                            prospectus.

                        

                      


              

               

            

          

        

      

      I
        am
        investing $____________ in total; this includes any amount obliged to pay
        in
        future.

       

      I
        am a
        close personal friend or close business associate of __________________________
        [state name], who is a ___________________________ [state
        title-founder, director, executive officer or control person] of Red Mile
        Entertainment, Inc. or _______________________________ [state name of
        "affiliate" of Red Mile Entertainment, Inc.]

       

      


      I
        acknowledge that I am purchasing based on my close relationship with
        __________________________________ [state name of founder, director, executive
        officer or control person] whom I know well enough and for a sufficient period
        of time to be able to assess her/his capabilities and
        trustworthiness.

       

      I
        acknowledge that this is a risky investment and that I could lose all the
        money
        I invest.

       

      


       

      
        	
                 

                
                  

                  Date

                 

              	
                 

                
                  

                  Signature of Purchaser

                 

                 

                 

                
                  

                  Print name of Purchaser

                 

              
	 	 


      

      Sign
        2 copies of this document.  Keep one copy for your
        records.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
-2-
       

       

       

      You
        are buying Exempt Market Securities

       

      They
        are
        called exempt market securities because two parts of securities law do
        not apply to them. If an issuer wants to sell exempt market securities
        to you:

       

      
        	
                ·  

              	
                the
                  issuer does not have to give you a prospectus (a document that
                  describes
                  the investment in detail and gives you some legal protections),
                  and

              


      

       

      
        	
                ·  

              	
                the
                  securities do not have to be sold by an investment dealer registered
                  with
                  a securities regulatory authority.

              


      

       

      There
        are
        restrictions on your ability to resell exempt market
        securities.  Exempt market securities are more risky than other
        securities.

       

      You
        may not receive any written information about the issuer or its
        business

       

      If
        you
        have any questions about the issuer or its business, ask for written
        clarification before you purchase the securities. You should consult your
        own
        professional advisers before investing in the securities.

       

      The
        issuer of your securities is a non-reporting issuer

       

      A
        non-reporting issuer does not have to publish financial information or
        notify the public of changes in its business. You may not receive ongoing
        information about this issuer. You can only sell the securities of a
        non-reporting issuer in very limited circumstances. You may never be able
        to
        sell these securities.

       

      The
        securities you are buying are not listed

       

      The
        securities you are buying are not listed on any stock exchange, and they
        may
        never be listed.  There may be no market for these securities. You may
        never be able to sell these securities.

       

      For
        more
        information on the exempt market, refer to the Saskatchewan Financial Services
        Commission’s website at http://www.sfsc.gov.sk.ca.