New Media Insight Group, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





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

NEW MEDIA INSIGHT GROUP INC.

PRIVATE PLACEMENT

INSTRUCTIONS TO SUBSCRIBER:

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

	 	 
	2. 	
      EMAIL a copy of page 2 of this Subscription
      Agreement, to New Media Insight Group Inc. at
    michael@italkfunny.com.

	 	 
	3. 	
      COURIER the originally executed copy of the entire
      Subscription Agreement, to the Company, to 28202 N 58th Street, Cave
      Creek, Nevada 85331.







- 2 -

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
NEW MEDIA INSIGHT
GROUP 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 New Media Insight Group Inc. (the “Company”), the
following securities at the following price:


	__________________ Units 
	US$0.50 per Unit for a total purchase price
      of US$________________________ 
	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 Units as follows:


	REGISTRATION INSTRUCTIONS: 	 	DELIVERY INSTRUCTIONS:
    
	 	 	 
	Name to appear on certificate 
 	 	Name and account reference, if
      applicable 

	SIN/Tax ID No. 
 	 	Contact name 
 
	Address 
 	 	Address 
 
	  	 	Telephone number




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


	WITNESS: 	  	EXECUTION BY SUBSCRIBER:
    
	  	  	X 
	Signature of witness 	  	Signature of individual (if Subscriber is an
      individual) 
	  	  	X 
	Name of witness 
 	  	Authorized signatory (if
      Subscriber is not an individual) 
	Address of witness 
 	  	Name of Subscriber (please
      print) 
	  	 
    	Name of authorized signatory (please print) 
	ACCEPTED this day of ______________________, _____.
    		  
	NEW MEDIA INSIGHT GROUP INC. 	Address of Subscriber
      (residence) 
	Per: 	  	  
	  	  	Telephone number and e-mail
      address 
	Authorized signatory 	  	 




By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on pages 3-11 hereof.
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument. Delivery of an executed copy
of this Subscription Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.




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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:            New
Media Insight Group Inc. (the “Company”)

Purchase of Units

1.              SUBSCRIPTION

1.1            The
undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to
purchase the number of units of the Company's common stock (the "Units") as set
out on page 2 of this Subscription Agreement at a price of US$0.50 per Unit
(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            Each
Unit will consist of one share of common stock in the capital of the Company
(each, a "Share"); and one common share purchase warrant (each a “Warrant”)
subject to adjustment. Each whole Warrant shall be non-transferable and shall
entitle the holder thereof to purchase one share of common stock in the capital
of the Company (each, a “Warrant Share”), as presently constituted, for a period
of 24 months commencing from the Closing (as defined hereafter), at a price per
Warrant Share of US$1.00. The Shares, Warrants and Warrant Shares are referred
to as the “Securities”.

1.3            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 Units. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company.

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

2.              PAYMENT

2.1            The
Subscription Proceeds must accompany this Subscription Agreement. The Subscriber
authorizes the Company's lawyers to deliver the Subscription Proceeds to the
Company if the Subscription Proceeds are delivered to the Company’s lawyers,
without further instructions required.

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 90 days of the delivery of an executed Subscription Agreement by the
Subscriber, or the minimum offering amount is not achieved by that time, 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.




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2.3            Where
the Subscription Proceeds are paid to the Company, the Company may treat the
Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company.

3.              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.

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

4.              CLOSING

4.1           Closing
of the purchase and sale of the Units shall occur on such date as may be
determined by the Company in its sole discretion (the "Closing Date"). The
Subscriber acknowledges that Units 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 Warrants 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 Units 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 and on the System for Electronic Document Analysis and Retrieval
      website available at www.sedar.com and (the "Company
Information");







- 5 -

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

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

	 	 	 	 
	 	(f) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the Units
      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 Questionnaire 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 and the Questionnaire;

	 	 	 	 
	 	(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, the
      Questionnaire 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 Units 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 Units 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 Warrant Shares pursuant to
      registration of any of the Shares or the Warrant 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;








- 6 -

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

	 	 	 
	 	(m) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Units, 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;

	 	 	 
	 	(n) 	
      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;

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

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

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

	 	 	 
	 	(r) 	
      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 warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing Date)
that:

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

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Units 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
      Units,

	 	 	 
	 	(ii) 	
      is purchasing the Units 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
      Units 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







- 7 -

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





	 	(e) 	
      the Subscriber is acquiring the Units 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
      Units 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
      Warrant Shares pursuant to registration of any of the Shares or the
      Warrant 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;







- 8 -

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

	 	 	 
	 	(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 the Questionnaire, 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;

	 	 	 
	 	(q) 	
      the Subscriber is purchasing the Units 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 Units,
      and the Subscriber has not subdivided his interest in the Units 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 Units;

	 	 	 
	 	(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 Units 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 Units and is not acquiring the Units 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.







- 9 -

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 Units 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 Units.

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

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

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, the Warrants or
the Warrant 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 -

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”), Units 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;

	 	 	 
	 	(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 Units 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 Units 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 Units by the Subscriber pursuant hereto.

15.           ASSIGNMENT

15.1         This
Subscription Agreement is not transferable or assignable.




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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 Units 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.

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.