Horiyoshi Worldwide Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





- 1 - 

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

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

PRIVATE PLACEMENT SUBSCRIPTION 
FOR NON U.S.
SUBSCRIBERS 

HORIYOSHI WORLDWIDE INC. 
(the
"Company") 

PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER: 

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

	 	 
	2. 	
      FAX OR EMAIL a copy of page 2 of this Subscription
  Agreement to •, attention • at • or •.

	 	 
	3. 	
      COURIER the originally executed copy of the entire
      Subscription Agreement to •, counsel to the Company,
  to



•




- 2 - 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

HORIYOSHI WORLDWIDE INC. 

Subject and pursuant to the attached "Terms and Conditions" of
this Subscription Agreement, including all schedules and appendices attached
hereto, the Subscriber hereby irrevocably subscribes for, and on the Closing
Date, will purchase from the Company, the following securities at the following
price: 


	____________________ Shares 
	US$0.01 per Share for a total purchase
      price of US$______________. 
	The subscriber owns, directly or
      indirectly, the following securities of the Company: 
 
	[Check if applicable] The
      Subscriber [   ] is an affiliate of the Company
  



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

	REGISTRATION INSTRUCTIONS: 	 	DELIVERY INSTRUCTIONS:
    
	(all information below is required) 	 	 
    
	  	 	  
	  	 	  
	  Name to appear on certificate 	 	  
	  	 	  Name and account reference, if applicable 
	  	 	  
	  SIN/SSN/Tax ID No. 	 	  
	  	 	  Contact name 
	  	 	  
	  Address of Subscriber 	 	  
	  	 	  Address 
	  	 	  
	  	 	  
	  	 	  Telephone number 


EXECUTED by the Subscriber this _______ day of
_____________________, 2014. By executing this Agreement, the Subscriber
certifies that the Subscriber and any beneficial purchaser for whom the
Subscriber is acting is resident in the jurisdiction shown as the "Address of
the Subscriber". The address of the Subscriber will be accepted by the Company
as a representative as to the address of residency for the Subscriber. 

	  WITNESS: 	  	  EXECUTION
      BY SUBSCRIBER: 
	 	 	 
	  	  	  X
    
	  Signature of witness 	  	  Signature of individual (if Subscriber is
      an individual) 
	  	  	  X
    
	  Name of witness 	  	  Authorized signatory (if Subscriber is not
      an individual) 
	  	  	  
	  Address of witness 	  	  Name of Subscriber (please print) 
	  	  	  
	  	 
    	  Name of authorized signatory (please print)
    
	  ACCEPTED this _______ day of ______________ ,
      2014. 		
	 	 	 
	  HORIYOSHI WORLDWIDE INC. 	 	  Address of
      Subscriber (residence) 
	  Per: 	  	  
	 	 	 
	  Authorized signatory 	  	  Telephone number
      and e-mail address 


By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on pages 3-11 hereof.





- 3 - 

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

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

PRIVATE PLACEMENT SUBSCRIPTION 
(Non U.S. Subscribers
Only) 

TO: Horiyoshi Worldwide Inc. (the "Company") 

Purchase of Shares 

1.            SUBSCRIPTION 

1.1          The undersigned (the "Subscriber") hereby irrevocably
subscribes for and agrees to purchase the number of shares of the Company's
common stock (the "Shares " or "Securities") as set out on page 2 of this
Subscription Agreement at a deemed price of US$0.01 per Share (such subscription
and agreement to purchase being the "Subscription"), for the total subscription
price as set out on page 2 of this Subscription Agreement (the "Subscription
Proceeds"), which Subscription Proceeds are tendered herewith, on the basis of
the representations and warranties and subject to the terms and conditions set
forth herein. 

1.2          The Company hereby agrees to sell, on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein, to the Subscriber the Shares. Subject to the terms hereof, the
Subscription Agreement will be effective upon its acceptance by the Company.

1.3          Unless otherwise provided, all dollar amounts referred to
in this Subscription Agreement are in lawful money of the United States of
America. 

2.            PAYMENT 

2.1          The Company acknowledges that the securities issued to
the Subscriber hereunder are in consideration of services duly rendered
to the Company by the Subscriber, and the Company hereby acknowledges full
satisfaction and receipt of the Subscription Proceeds.

2.2          The Subscriber acknowledges and agrees that this
Subscription Agreement and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 60 days of the delivery of an executed Subscription Agreement by
the Subscriber, this Subscription Agreement, the Subscription Proceeds and any
other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement without interest or deduction. 




- 4 - 

3.            QUESTIONNAIRES AND UNDERTAKINGS AND
DIRECTIONS 

3.1          The Subscriber must complete, sign and return to the
Company one (1) executed copy of this Subscription Agreement. 

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

4.            CLOSING 

4.1          Closing of the purchase and sale of the Shares shall occur
on such date as may be determined by the Company in its sole discretion (the
"Closing Date"). The Subscriber acknowledges that Shares may be issued to other
subscribers under this offering (the "Offering") before or after the Closing
Date. The Company, may, at its discretion, elect to close the Offering in one or
more closings, in which event the Company may agree with one or more subscribers
(including the Subscriber hereunder) to complete delivery of the Shares and the
Securities to such subscriber(s) against payment therefore at any time on or
prior to the Closing Date. 

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

5.            ACKNOWLEDGEMENTS OF SUBSCRIBER

5.1          The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been registered under the
      Securities Act of 1933, as amended (the "1933 Act"), or under any state
      securities or "blue sky" laws of any state of the United States, and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to U.S. Persons (as defined
      herein), except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with applicable state and provincial securities
      laws;

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

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Shares agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based solely upon a review
      of publicly available information regarding the Company available on the
      website of the United States Securities and Exchange Commission (the
      "SEC") available at www.sec.gov;

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

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







- 5 - 

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

	 	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Subscriber will hold harmless the
      Company from any loss or damage it may suffer as a result of the
      Subscriber's failure to correctly complete this Subscription
    Agreement;

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

	 	 	 	 
	 	(i) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 	 
	 	(j) 	
      the Subscriber has been advised to consult the
      Subscriber's own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to the
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(k) 	
      the Subscriber has not acquired the Shares as a result
      of, and will not itself engage in, any "directed selling efforts" (as
      defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Securities; provided, however, that the Subscriber
      may sell or otherwise dispose of any of the Shares or the pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 	 
	 	(l) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Shares as principal for its own account, for investment purposes only, and
      not with a view to, or for, resale, distribution or fractionalization
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Shares;

	 	 	 	 
	 	(m) 	
      none of the Securities may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the expiration of a period of one year
      after the date of original issuance of the Securities;

	 	 	 	 
	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act;

	 	 	 	 
	 	(o) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on
    any stock exchange or automated dealer quotation system,
      except that currently certain market makers make market in the shares of
  the Company's common stock on the OTC Bulletin Board;







- 6 - 

	 	(p) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of any
      of the Securities;

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

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

	 	 	 
	 	(s) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.



6.            REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SUBSCRIBER 

6.1          The Subscriber hereby represents and Securities to and
covenants with the Company (which representations, warranties and covenants
shall survive the Closing Date) that: 

	 	(a) 	
      the Subscriber is not a U.S. Person (as defined
      herein);

	 	 	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person (as defined
      herein);

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

	 	 	 	 	 
	 	(d) 	
      the Subscriber:

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

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Shares under the applicable securities laws of the securities regulators
      in the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of any of the
      Securities, and

	 	 	 	 	 
	 		(iv) 	
      represents and Securities that the acquisition of the
      Shares by the Subscriber does not trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and



the Subscriber will, if requested by
the Company, deliver to the Company a certificate or opinion of local counsel
from the International Jurisdiction which will confirm the matters referred to
in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company,
acting reasonably; 




- 7 - 

	 	(e) 	
      the Subscriber is acquiring the Shares as principal for
      investment only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it has
      no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons (as defined
    herein);

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

	 	 	 
	 	(g) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 
	 	(h) 	
      the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Shares pursuant
      to registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

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

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

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

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

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

	 	 	 
	 	(n) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the
    Company;

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

	 	 	 
	 	(p) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;







- 8 - 

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

	 	 	 	 
	 	(r) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of the Company's common stock, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Shares;

	 	 	 	 
	 	(s) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Securities and the
  Company;

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

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

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

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

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

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

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company's common stock on the OTC Bulletin Board.



6.2          In this Subscription Agreement, the term "U.S. Person"
shall have the meaning ascribed thereto in Regulation S promulgated under the
1933 Act and for the purpose of the Subscription Agreement includes any person
in the United States. 

7.            ACKNOWLEDGEMENT AND WAIVER


7.1          The Subscriber has acknowledged that the decision to
purchase the Shares was solely made on the Company Information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares. 

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

8.1          The Subscriber acknowledges that the acknowledgements,
representations and warranties contained herein are made by it with the
intention that they may be relied upon by the Company and its legal counsel in
determining the Subscriber's eligibility to purchase the Shares under applicable
securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Shares under applicable securities legislation. The
Subscriber further agrees that by accepting delivery of the certificates
representing the Shares, it will be representing and warranting that the
acknowledgements representations and warranties contained herein are true and
correct as of the date hereof and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such Shares.




- 9 - 

9.            RESALE RESTRICTIONS 

9.1          The Subscriber acknowledges that any resale of the
Securities will be subject to resale restrictions contained in the securities
legislation applicable to the Subscriber or proposed transferee. The Subscriber
acknowledges that none of the Securities have been registered under the 1933 Act
or the securities laws of any state of the United States. None of the Securities
may be offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available. 

10.          LEGENDING AND REGISTRATION OF SUBJECT
SECURITIES 

10.1        The Subscriber hereby acknowledges that upon the issuance
thereof, and until such time as the same is no longer required under the
applicable securities laws and regulations, the certificates representing any of
the Shares, will bear a legend in substantially the following form: 

THE SECURITIES
REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO
IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT. 

10.2        The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement. 

11.          NOTICES TO RESIDENTS OF THE EUROPEAN
ECONOMIC AREA 

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

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







- 10 - 

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

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



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

12.          COSTS 

12.1        The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the
Shares shall be borne by the Subscriber. 

13.          GOVERNING LAW 

13.1        This Subscription Agreement is governed by the laws of the
State of Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the State of
Nevada. 

14.          SURVIVAL 

14.1        This Subscription Agreement, including without limitation
the representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto. 

15.          ASSIGNMENT 

15.1        This Subscription Agreement is not transferable or
assignable. 

16.          SEVERABILITY 

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

17.          ENTIRE AGREEMENT 

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

18.          NOTICES 

18.1        All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 2 and notices to the Company shall be directed
to it at the first page of this Subscription Agreement. 




- 11 - 

19.          COUNTERPARTS AND ELECTRONIC
MEANS 

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