Filed by sedaredgar.com - Anavex Life Sciences Corp. - Exhibit 10.1






NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION 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, 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.

PRIVATE PLACEMENT SUBSCRIPTION
 FOR NON U.S., NON-CANADIAN
SUBSCRIBERS

ANAVEX LIFE SCIENCES CORP.

INSTRUCTIONS TO SUBSCRIBER:

	1. 	
      THIS OFFERING IS NOT AVAILABLE TO RESIDENTS OF THE
      UNITED STATES OR CANADA.

	 	 
	2. 	
      COMPLETE the information on page 11 of this
      Subscription.

	 	 
	3. 	
      WIRE the Subscription Proceeds to Anavex Life
      Sciences Corp pursuant to the wire instructions provided by the Company,
      or deliver a $US bank draft.

	 	 
	4. 	
      FAX a copy of page 11 of this Subscription, and
      all pages of the applicable Schedules of this Subscription to Harvey
      Lalach, President Anavex Life Sciences Corp., at +30 211 113
  9531.

	 	 
	5. 	
      COURIER the originally executed copy of the entire
      Subscription, together with all duly signed Schedules, to Anavex Life
      Sciences Corp. to



Anavex Life Sciences Corp. 
27 Marathonos Ave., 
15351
Athens, Greece

NOTE there are contractual resale
restrictions set out in this Subscription in addition to resale restrictions
imposed by law.

If you have any questions please
contact Harvey Lalach, President of the Company, at: +30 694 736 7606




- 2 -

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION 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, 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.

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

	TO: 	ANAVEX LIFE SCIENCES CORP. (the
      "Company") 
	  	Athens, Greece 


Purchase of Units

1.                     
  Subscription

1.1                     
The undersigned (the "Subscriber") hereby irrevocably subscribes for
and agrees to purchase the number of units (the “Units”) of the Company as set
out on page 11 of this Subscription at a price of US$2.25 per Unit (such
subscription and agreement to purchase being the "Subscription"), for the total
subscription price as set out on page 11 of this Subscription (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. The total offering is intended to be $2,500,000 but may be more or
less in the discretion of the Company. The Shares are also referred to as the
“Securities”.

1.2                     
Each Unit will consist of one share of common stock in the capital of
the Company (each, a “Share”) and 1.125 (one and one eighth) share purchase
warrants (each, a “Warrant”) subject to adjustment. Each full Warrant shall be
non-transferable. Each full Warrant 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 two years commencing from the
Closing (as defined hereafter), at a price per Warrant Share of US$2.25.
Certificates representing the Warrants will be in the form attached as Exhibit
A. The Shares, Warrants and Warrant Shares are referred to herein 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 Securities. Subject to the terms hereof, the Subscription will be
effective upon its acceptance by the Company.

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

2.                       
Payment

2.1                     
The Subscription Proceeds must accompany this Subscription and shall be wired
directly to the Company's account in accordance with the wire instructions as
provided by the Company or delivering a $US banker’s check. Where the
Subscription Proceeds are paid to the Company, the Company may treat the 




- 3 -

Subscription Proceeds as a non-interest bearing loan and may
use the Subscription Proceeds prior to this subscription being accepted by the
Company.

2.2                     
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.

2.3                     
The Subscriber acknowledges that the Company may pay finders’ fees to
finders in connection with this placement on terms negotiated and approved by
the Company. 

3.                       
Closing

3.1                     
Closing of the purchase and sale of the Units shall occur on or before
June 12, 2009, or on such other 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 last sale of Units under this Offering being
referred to as the "Final Closing Date").

4.                       
Acknowledgements of Subscriber

4.1                     
The Subscriber acknowledges and agrees that:

	 	(a) 	
      the Securities have not 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 securities laws;

	 	 	 
	 	(b) 	
      the Company 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 decision to execute this Subscription 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 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 (the "Company Information");

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

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







- 4 -

	 	(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;

	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription 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;

	 	 	 
	 	(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 Securities 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 not acquired the Securities 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 Units 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 Units; provided, however, that the Subscriber may sell or
      otherwise dispose of any of the Securities 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;

	 	 	 
	 	(k) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription and is acquiring the Securities
      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 Securities;

	 	 	 
	 	(l) 	
      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;

	 	 	 
	 	(m) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, 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) 	
      the Subscriber 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 Company is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(o) 	
      the Securities are not 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;







- 5 -

	 	(p) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits 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 is not enforceable by the Subscriber
      unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      Subscription for any reason.



5.                       
Representations, Warranties and Covenants of the
Subscriber

5.1                     
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing Date)
that:

	 	(a) 	
      the Subscriber is not a U.S. Person or a resident of
      Canada;

	 	 	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person or a
      resident of Canada;

	 	 	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out on
      page 11 of this Subscription;

	 	 	 	 	 
	 	(d) 	
      the issuance of the Securities to the Subscriber as
      contemplated by the delivery of this Agreement, the acceptance of it by
      the Company and the issuance of the Securities to the Subscriber complies
      with all applicable laws of the Subscriber's jurisdiction of residence or
      domicile and will not cause the Company to become subject to or comply
      with any disclosure, prospectus or reporting requirements under any such
      applicable laws;

	 	 	 	 	 
	 	(e) 	
      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
      Securities,

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Securities 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
      Securities 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 the
      Securities, and

	 	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition of the
      Securities 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







- 6 -

	 	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;

	 	(f) 	
      the Subscriber is acquiring the Securities 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;

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

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

	 	 	 
	 	(i) 	
      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;

	 	 	 
	 	(j) 	
      the Subscriber acknowledges that it has not acquired the
      Securities 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 Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(k) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription 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 on behalf of the Subscriber;

	 	 	 
	 	(l) 	
      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;

	 	 	 
	 	(m) 	
      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 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;

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

	 	 	 
	 	(o) 	
      the entering into of this Subscription 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







- 7 -

	 		
      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;

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

	 	 	 	 
	 	(q) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription, 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;

	 	 	 	 
	 	(r) 	
      all information contained in this Subscription is
      complete and accurate and may be relied upon by the Company, and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the Closing Date;

	 	 	 	 
	 	(s) 	
      the Subscriber 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 Subscriber has not subdivided his interest in the
      Securities with any other person;

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

	 	 	 	 
	 	(u) 	
      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;

	 	 	 	 
	 	(v) 	
      if the Subscriber is acquiring the Securities 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;

	 	 	 	 
	 	(w) 	
      the Subscriber 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

	 	 	 	 
	 	(x) 	
      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 Securities of the
      Company's common stock on the OTC Bulletin
Board.







- 8 -

5.2                     
In this Subscription, 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 includes any person in the United States.

6.                      
 Acknowledgement and Waiver

6.1                     
The Subscriber has acknowledged that the decision to purchase the Securities 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 Securities.

7.                       
Representations and Warranties will be Relied Upon by the
Company

7.1                     
The Subscriber acknowledges that the acknowledgements, representations
and warranties contained herein are made by it with the intention that they may
be relied upon by the Company and its legal counsel in determining the
Subscriber's eligibility to purchase the Securities under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to purchase the Securities under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Securities, 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
Securities.

8.                      
 Resale Restrictions

8.1                     
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 the Securities have not been registered under the 1933 Act or the
securities laws of any state of the United States. The Securities may not 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.

8.2                     
In addition to resale restrictions under applicable law, the Subscriber agrees
that it will not resell any of the Securities for a period of eighteen months
from the Closing date unless the Subscriber has received written consent to the
sale signed by all the directors of the Company. 

9.                      
 Legending and Registration of Subject Securities

9.1                     
The Subscriber hereby acknowledges that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the
Securities 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 
	






- 9 -

	 	
      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. 
	 
	 	
       
	 
		
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
      SOLD BY THE HOLDER UNTIL (DATE WHICH IS TWO YEARS AFTER THE CLOSING DATE)
      WITHOUT THE WRITTEN CONSENT OF ALL THE DIRECTORS OF ANAVEX LIFE SCIENCES
      CORP. 
	


9.2                     
The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Subscription.

10.                      
 Costs

10.1                     
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 Securities
shall be borne by the Subscriber.

11.                      
 Governing Law

11.1                     
This Subscription is governed by the laws of the State of Nevada and
the federal laws of the United States applicable thereto. The Subscriber, in its
personal or corporate capacity and, if applicable, on behalf of each beneficial
purchaser for whom it is acting, irrevocably attorns to the exclusive
jurisdiction of the Courts of the State of Nevada.

12.                       
Survival

12.1                     
This Subscription, 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 Securities by the Subscriber pursuant
hereto.

13.                      
 Assignment

13.1                     
This Subscription is not transferable or assignable.

14.                       
Severability

14.1                     
The invalidity or unenforceability of any particular provision of this
Subscription shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription.

15.                      
 Entire Agreement

15.1                     
Except as expressly provided in this Subscription and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription contains the entire agreement between the parties with respect to
the sale of the Securities 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.




- 10 -

16.                       
Notices

16.1                     
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 11 and notices to the Company shall be directed to it at the
first page of this Subscription.

17.                       
Counterparts and Electronic Means

17.1                     
This Subscription 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 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 as of the date hereinafter set
forth.




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IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription as of the date hereinafter set forth.

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	
      Delivery - please deliver the Share certificates
    to:

	 	 
	 	 
	 	 
	 	 
	2. 	
      Registration - registration of the certificates which are
      to be delivered at closing should be made as follows (if different from
      above):

	 	 
	 	 
		
      (name)

	 	 
	 	 
		
      (address)

	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber's purchase of the Securities as may be required for filing
      with the appropriate securities commissions and regulatory
    authorities.




	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	(Signature and, if applicable, Officer title)
    
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	(City, State, and Zip Code of Subscriber)

	 	 
	 	 
	 	(Country of Subscriber) 
	 	 
	 	 
	 	(Fax Number and email address) 
	 	 
	 	 
	 	(Number of Units to be Purchased) 
	 	 
	 	 
	 	(Total Subscription Price)







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A C C E P T A N C E

The above-mentioned Subscription in respect of the Units is
hereby accepted by ANAVEX LIFE SCIENCES CORP.

DATED at ______________________________, the _____day of
__________________, 200_.

ANAVEX LIFE SCIENCES CORP.

	Per: 	 	
	 	Authorized
    Signatory	                   
    






- 13 -

INSTRUCTIONS FOR WIRING FUNDS TO ANAVEX LIFE SCIENCES
CORP.


	HSBC BANK CANADA 
885 WEST GEORGIA STREET
      
VANCOUVER, BRITISH COLUMBIA 
CANADA V6C 3G1
      
ACCOUNT: ANAVEX LIFE SCIENCES CORP. 
SWIFT CODE:
      HKBCCATT 
ACCOUNT NO.: 020-894066-071
      
REFERENCE: FUNDS FOR PRIVATE PLACEMENT