Anavex Life Sciences Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






(U.S. ACCREDITED SUBSCRIBERS ONLY)

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.

ANAVEX LIFE SCIENCES CORP.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 
UNITS

INSTRUCTIONS TO PURCHASER

	1. 	
      This Subscription form is for use by United States
      Accredited Investors.

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

	 	 
	3. 	
      COMPLETE the Questionnaire attached on page 5 to
      this Subscription Agreement (the “Questionnaire”).

	 	 
	4. 	
      Check or Cashier’s check should be made payable to
      Anavex Life Sciences Corp. For Wire instructions contact Harvey Lalach,
      President of Anavex at harvey@anavex.com Tel (250) 864-2740.

	 	 
	5. 	
      All other information must be filled in where
      appropriate.



Wire Instructions:

HSBC BANK CANADA
885 WEST GEORGIA
STREET 
VANCOUVER, BRITISH COLUMBIA 
V6C 3G1 CANADA
ACCOUNT: CLARK
WILSON LLP 
800-885 WEST GEORGIA ST. 
VANCOUVER, BC





This is Page 2 of 12 pages of a subscription
agreement and related appendices, schedules and forms. Collectively, these pages
together are referred to as the “Subscription Agreement”.

	 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
  
	 
	TO: ANAVEX LIFE SCIENCES CORP. (the “Issuer”), of
      100-405 Trimmer Rd. Califon, NJ 07830 USA. 
	 
	
      Subject and pursuant to the terms set out in the Terms on
      pages 3 to 4, the General Provisions on pages 7 to 12 and the other
      schedules and appendices attached which are hereby incorporated by
      reference, the Purchaser hereby irrevocably subscribes for, and on Closing
      will purchase from the Issuer, the following securities at the following
      price: 




	_____________________Units
      
  
	US$2.75 per Unit for a total purchase price of US$ 	 
	 
	The Purchaser owns, directly or
      indirectly, the following securities of the Issuer: 
	 
	  
	[Check if
      applicable]     The Purchaser is [  
      ]   an insider of the Issuer or [   
      ]    a member of the professional group



The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Units as follows:

	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	 	 	 
	 	 	 
	Name to appear on certificate 	 	Name and account reference, if applicable 
	 	 	 
	 	 	 
	Account reference if applicable 	 	Contact name 
	 	 	 
	 	 	 
	Address 	 	Address 
	 	 	 
	 	 	 
	  	 	Telephone Number



EXECUTED by the Purchaser this _______day of _____________,
2010. By executing this Subscription Agreement, the Purchaser certifies that the
Purchaser and any beneficial purchaser for whom the Purchaser is acting is
resident in the jurisdiction shown as the “Address of Purchaser”. 

	WITNESS:
      	 	EXECUTION
      BY PURCHASER: 
	 	 	 
	 	 	X 
	Signature of Witness 	 	Signature of individual (if Purchaser is an individual)
    
	 	 	 
	 	 	X 
	Name of Witness 	 	Authorized signatory (if Purchaser is not an
      individual) 
	 	 	  
	 	 	 
	Address of Witness 	 	Name of Purchaser (please print) 
	 	 	 
	 	 	  
	 	 	Name of authorized signatory (please print) 
	Accepted this day of ____________, 2010 	 	  
	 	 	 
	ANAVEX LIFE SCIENCES CORP. 	 	Address of Purchaser (residence) 
	Per: 	 	  
	 	 	 
	 	 	Telephone Number 
	Authorized Signatory 	 	  
	 	 	 
	 	 	E-mail address 
	 	 	  
	 	 	 
	 	 	Social Security No.:
  


By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 3 to 4, the General Provisions on pages 7 to 12 and the other
schedules and appendices incorporated by reference. If funds are delivered to
the Issuer’s lawyers, they are authorized to release the funds to the Issuer.






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


TERMS

	Reference date of this Subscription
      Agreement	 	August 4, 2010 (the “Agreement
    Date”). 
	 	 	 
	  The Offering 
	  	 	 
	  	 	 
	The Issuer 	 	
  Anavex Life Sciences Corp. (the “Issuer”).  

	  	 	
       

	Offering 		
      The offering consists of Units (“Units”) of the
      Issuer. Each Unit consists of one share of Common Stock and one half of
      one Warrant (each Unit comprises half the number of Warrants as Shares).      

	  	 	
       

	Common Stock 	 	
      The voting shares of Common Stock of the Issuer
      (“Shares”). 

	  	 	
       

	Warrants 		
      Each whole Warrant may be exercised for18 months
      following the Closing Date for one share of Common Stock (a “Warrant
      Share”) at an exercise price of $3.75. The Warrants are
      non-transferrable. 

	  	 	
       

	Issue Price 	 	
      US$2.75 per Unit. 

	  	 	
       

	  	 	
       

	Selling Jurisdictions 		
      The Units may be sold in jurisdictions where they may be
      lawfully sold (the ”Selling Jurisdictions”). 

	  	 	
       

	Exemptions 	 	
      The offering will be made in accordance with the
      following exemptions: 

	  	 	
      
	
      

			
      (a) 
	
      the Accredited Investor exemption as defined by
      Regulation D promulgated under the 1933 Act; and 

	  	 	
      
	
      

			
      (b) 
	
      such other exemptions as may be available the securities
      laws of the Selling Jurisdictions. 

	  	 	
      
	
      

	Registration of Securities 		
      The Shares and Warrants will not be registered with the
      United States Securities and Exchange Commission and will be tradable in
      compliance with Rule 144 restricted periods. 

	  	 	
       

	Resale restrictions and legends 		
      The Purchaser acknowledges that the certificates
      representing the Securities will bear the following legends: 

	  	 	
       

			
      “NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
      SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS
      DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
      NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH
      CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” 

	  	 	
       

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









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


The Issuer

	Jurisdiction of organization 	 	The Issuer is incorporated under the laws of
      the State of Nevada. 
	 	 	 
	Stock exchange listing 	 	OTC-BB 
	 	 	 
	Commissions with Jurisdiction Over
      the Issuer 		The “Commissions with Jurisdiction Over the
      Issuer” is the United States Securities and Exchange Commission.

	 	 	 
	Securities Legislation Applicable to
      the Issuer 		The “Securities Legislation Applicable to
      the Issuer” is the US Securities Exchange Act of 1934.



End of Terms





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


UNITED STATES
ACCREDITED INVESTOR
QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Securities
of the Issuer. The purpose of this Questionnaire is to assure the Issuer that
each Subscriber will meet the standards imposed by the 1933 Act and the
appropriate exemptions of applicable state securities laws. The Issuer will rely
on the information contained in this Questionnaire for the purposes of such
determination. The Securities will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Securities or any other securities of the Issuer in any state other
than those specifically authorized by the Issuer.

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Issuer deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Securities hereunder.

The Subscriber covenants, represents and warrants to the Issuer
that it satisfies one or more of the categories of “Accredited Investors”, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an “Accredited
Investor” which the Subscriber satisfies.)

	_________Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US $5,000,000.
      

	  	
       

	_________Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000. 

	  	
       

	_________Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	  	
       

	_________Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors. 

	  	
       

	_________Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States). 








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



	_________Category 6 	A director or executive officer of the Issuer.
    
	  	  
	_________Category 7 	A trust with total assets in excess of
      $5,000,000, not formed for the specific purpose of acquiring the
      Securities, whose purchase is directed by a sophisticated person as
      described in Rule 506(b)(2)(ii) under the 1933 Act. 
	  	  
	_________Category 8 	An entity in which all of the equity owners
      satisfy the requirements of one or more of the 
	  	foregoing categories. 


Note that prospective Subscribers claiming to satisfy one of
the above categories of Accredited Investor may be required to supply the Issuer
with a balance sheet, prior years’ federal income tax returns or other
appropriate documentation to verify and substantiate the Subscriber’s status as
an Accredited Investor.

	
      If the Subscriber is an entity which initialled Category
      8 in reliance upon the Accredited Investor categories above, state the
      name, address, total personal income from all sources for the previous
      calendar year, and the net worth (exclusive of home, home furnishings and
      personal automobiles) for each equity owner of the said entity: 

	 
	 


The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Issuer promptly of any change in any such information. If this Questionnaire
is being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Subscriber represents that it has the
authority to execute and deliver this Questionnaire on behalf of such
entity.

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ___ day of _______________, 2010.

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	  	 	  
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No.








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


GENERAL PROVISIONS

1. DEFINITIONS

1.1 In the Subscription Agreement (including the first (cover)
page, the Terms on pages 3 to 4, the General Provisions on pages 7 to 12 and the
other schedules and appendices incorporated by reference), the following words
have the following meanings unless otherwise indicated:

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 4) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and
      purchase of the Securities;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning assigned in the
      Terms;

	 	 	 
	 	(e) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer (as defined on page 4) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

	 	 	 
	 	(f) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 7 to 12;

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

	 	 	 
	 	(h) 	
      “Securities” means the shares of Common Stock, the
      Warrants and the Warrant Shares, as defined in the Terms;

	 	 	 
	 	(i) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 3 to 4, the General Provisions on pages 7 to 12
      and the other schedules and appendices incorporated by reference;
    and

	 	 	 
	 	(j) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to
4.



1.2 In the Subscription Agreement, the following terms have the
meanings defined in Regulation S of the 1933 Act (“Regulation S”): “Directed
Selling Efforts”, “Foreign Issuer”, “Substantial U.S. Market
Interest”, “U.S. Person” and “United States”.

1.3 In the Subscription Agreement, unless otherwise specified,
currencies are indicated in US dollars.

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

2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF
PURCHASER

2.1 Acknowledgements concerning Offering

The Purchaser acknowledges that:





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



	 	(a) 	
      the Securities have not been registered under the 1933
      Act, or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons, except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with Applicable Legislation;

	 	 	 
	 	(b) 	
      the Issuer will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the Issuer has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities agreed to be purchased hereunder has not been
      based upon any oral or written representation as to fact or otherwise made
      by or on behalf of the Issuer and such decision is based entirely upon a
      review of information (the “Issuer Information”) which has been provided
      by the Issuer to the Purchaser. If the Issuer has presented a business
      plan or any other type of corporate profile to the Purchaser, the
      Purchaser acknowledges that the business plan, the corporate profile and
      any projections or predictions contained in any such documents may not be
      achieved or be achievable;

	 	 	 
	 	(e) 	
      the Purchaser and the Purchaser’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer regarding the Offering, and to obtain additional information, to
      the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information contained in the
      Issuer Information, or any business plan, corporate profile or any other
      document provided to the Purchaser;

	 	 	 
	 	(f) 	
      the books and records of the Issuer are available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Purchaser, the Purchaser’s attorney and/or advisor(s);

	 	 	 
	 	(g) 	
      by execution hereof the Purchaser has waived the need for
      the Issuer to communicate its acceptance of the purchase of the Securities
      pursuant to this Subscription Agreement;

	 	 	 
	 	(h) 	
      the Issuer is entitled to rely on the representations and
      warranties and the statements and answers of the Purchaser contained in
      this Subscription Agreement and in the Questionnaire, and the Purchaser
      will hold harmless the Issuer from any loss or damage it may suffer as a
      result of the Purchaser’s failure to correctly complete this Subscription
      Agreement or the Questionnaire;

	 	 	 
	 	(i) 	
      the Purchaser will indemnify and hold harmless the Issuer
      and, where applicable, its respective directors, officers, employees,
      agents, advisors and shareholders from and against any and all loss,
      liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Purchaser contained herein, the Questionnaire or in any other document
      furnished by the Purchaser to the Issuer in connection herewith, being
      untrue in any material respect or any breach or failure by the Purchaser
      to comply with any covenant or agreement made by the Purchaser to the
      Issuer in connection therewith;








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



	 	(j) 	
      the issuance and sale of the Securities to the Purchaser
      will not be completed if it would be unlawful or if, in the discretion of
      the Issuer acting reasonably, it is not in the best interests of the
      Issuer;

	 	 	 
	 	(k) 	
      the Purchaser has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Securities and with respect to applicable resale
      restrictions and it is solely responsible (and the Issuer is not in any
      way responsible) for compliance with applicable resale
  restrictions;

	 	 	 
	 	(l) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Purchaser that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in shares of the Issuer on the National
      Association of Securities Dealers Inc.’s OTC Bulletin Board;

	 	 	 
	 	(m) 	
      neither the Commissions or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

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

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Securities;

	 	 	 
	 	(p) 	
      this Subscription Agreement is not enforceable by the
      Purchaser unless it has been accepted by the Issuer, and the Purchaser
      acknowledges and agrees that the Issuer reserves the right to reject any
      subscription for any reason; and

	 	 	 
	 	(q) 	
      by executing and delivering this Subscription Agreement,
      each Purchaser will have directed the Issuer not to include a Canadian
      legend on any certificates representing the Securities to be issued to
      such Purchaser. As a consequence, the Purchaser will not be able to rely
      on the resale provisions of National Instrument 45-102, as adopted by the
      securities commissions of Canada, and any subsequent trade in the
      Securities during or after the Canadian hold period described therein will
      be a distribution subject to the prospectus and registration requirements
      of Canadian securities legislation, to the extent that the trade is at
      that time subject to any such Canadian securities
  legislation.



2.2 Representations by the Purchaser

The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing:

	 	(a) 	
      the Purchaser is resident in the United States;

	 	 	 
	 	(b) 	
      the Purchaser has received and carefully read this
      Subscription Agreement;

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

	 	 	 
	 	(d) 	
      the Purchaser (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;








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



	 	(e) 	
      the Purchaser is aware that an investment in the Issuer
      is speculative and involves certain risks, including the possible loss of
      the investment;

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

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

	 	 	 
	 	(h) 	
      the Purchaser has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Issuer, and
      the Purchaser is providing evidence of such knowledge and experience in
      these matters through the information requested in the
    Questionnaire;

	 	 	 
	 	(i) 	
      the Purchaser understands and agrees that the Issuer and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement,
      and agrees that if any of such acknowledgements, representations and
      agreements are no longer accurate or have been breached, the Purchaser
      shall promptly notify the Issuer;

	 	 	 
	 	(j) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Issuer, and the
      Purchaser will notify the Issuer immediately of any material change in any
      such information occurring prior to the closing of the purchase of the
      Securities;

	 	 	 
	 	(k) 	
      the Purchaser is purchasing the Securities for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such
      Securities, and the Purchaser has not subdivided his interest in the
      Securities with any other person;

	 	 	 
	 	(l) 	
      the Purchaser is not an underwriter of, or dealer in, the
      common shares of the Issuer, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 
	 	(m) 	
      the Purchaser understands and agrees that none of the
      Securities have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933
      Act;

	 	 	 
	 	(n) 	
      the Purchaser understands and agrees that the Issuer will
      refuse to register any transfer of the Securities not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933Act or pursuant to an available exemption from the
      registration requirements of the 1933 Act;

	 	 	 
	 	(o) 	
      the Purchaser has made an independent examination and
      investigation of an investment in the Securities and the Issuer and has
      depended on the advice of its legal and financial advisors and agrees that
      the Issuer will not be responsible in any way whatsoever for the
      Purchaser’s decision to invest in the Securities of the Issuer;

	 	 	 
	 	(p) 	
      if the Purchaser is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the investor
      accounts for which the Purchaser acts as a fiduciary or agent satisfy the
      definition of an “Accredited Investor”, as the term is defined under
      Regulation D of the 1933 Act;








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



	 	(q) 	
      if the Purchaser is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Purchaser has
      sole investment discretion with respect to each such account, and the
      Purchaser has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

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

	 	 	 	 
	 	(s) 	
      no person has made to the Purchaser any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Issuer on any stock exchange or automated dealer quotation
  system.



2.3 Reliance, indemnity and notification of changes

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 3 to 4, the
General Provisions on pages 7 to 12 and the other schedules and appendices
incorporated by reference) are made by the Purchaser with the intent that they
be relied upon by the Issuer in determining its suitability as a purchaser of
Securities, and the Purchaser hereby agrees to indemnify the Issuer against all
losses, claims, costs, expenses and damages or liabilities which any of them may
suffer or incur as a result of reliance thereon. The Purchaser undertakes to
notify the Issuer immediately of any change in any representation, warranty or
other information relating to the Purchaser set forth in the Subscription
Agreement (including the first (cover) page, the Terms on pages 3 to 4, the
General Provisions on pages 7 to 12 and the other schedules and appendices
incorporated by reference) which takes place prior to the Closing.

2.4 Survival of representations and warranties

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

3. ISSUER’S ACCEPTANCE

The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Securities which
will not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Subscription Agreement and, notwithstanding the Agreement Date, if the Issuer
accepts the subscription by the Purchaser, the Subscription Agreement will be
entered into on the date of such execution by the Issuer.

4. CLOSING

4.1 On or before the end of the business day before the Closing
Date, the Purchaser will deliver to the Issuer the Subscription Agreement and
all applicable schedules and required forms, duly executed, and payment in full
for the total price of the Securities to be purchased by the Purchaser.





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


4.2 At Closing, the Issuer will deliver to the Purchaser the
certificates representing the Securities purchased by the Purchaser registered
in the name of the Purchaser or its nominee, or as directed by the
Purchaser.

5. MISCELLANEOUS

5.1 The Purchaser agrees to sell, assign or transfer the
Securities only in accordance with the requirements of applicable securities
laws and any legends placed on the Securities as contemplated by the
Subscription Agreement.

5.2 The Purchaser hereby authorizes the Issuer to correct any
minor errors in, or complete any minor information missing from any part of the
Subscription Agreement and any other schedules, forms, certificates or documents
executed by the Purchaser and delivered to the Issuer in connection with the
Private Placement.

5.3 The Issuer may rely on delivery by fax machine of an
executed copy of this subscription, and acceptance by the Issuer of such faxed
copy will be equally effective to create a valid and binding agreement between
the Purchaser and the Issuer in accordance with the terms of the Subscription
Agreement.

5.4 Without limitation, this subscription and the transactions
contemplated by this Subscription Agreement are conditional upon and subject to
the Issuer’s having obtained such regulatory approval of this subscription and
the transactions contemplated by this Subscription Agreement as the Issuer
considers necessary.

5.5 This Subscription Agreement is not assignable or
transferable by the parties hereto without the express written consent of the
other party to this Subscription Agreement.

5.6 Time is of the essence of this Subscription Agreement and
will be calculated in accordance with the provisions of the Interpretation
Act (British Columbia).

5.7 Except as expressly provided in this Subscription Agreement
and in the agreements, instruments and other documents contemplated or provided
for in this Subscription Agreement, this Subscription Agreement contains the
entire agreement between the parties with respect to the Securities and there
are no other terms, conditions, representations or warranties whether expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else.

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

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

5.10 A party to this Subscription Agreement will give all
notices to or other written communications with the other party to this
Subscription Agreement concerning this Subscription Agreement by hand or by
registered mail addressed to the address given on page 1.

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

5.12 This Subscription Agreement will be governed by and
construed in accordance with the internal laws of British Columbia (without
reference to its rules governing the choice or conflict of laws), and the
parties hereto irrevocably attorn and submit to the exclusive jurisdiction of
the courts of British Columbia with respect to any dispute related to this
Subscription Agreement.

End of General Provisions

End of Subscription Agreement