---

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT), OR UNDER THE
SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE U.S.
SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE U.S. SECURITIES
ACT AND ALL APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE.

SUBORDINATED CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT

|TO:   | ROCKWELL VENTURES INC. (Rockwell or the
      Issuer)                 
|----- | --------------------------------------------------------------------------
|      |                                                                           
|FROM: | _______________________________________________________                   
|      | (Investor Name)                                                           
|      |                                                                           
|RE:   | Purchase of Subordinated Convertible Notes
      of Rockwell Ventures Inc.

|REFERENCE
      DATE: | June 30, 2006
|--------------------- | -------------

The undersigned (the Subscriber) hereby irrevocably
  subscribes for and agrees to purchase from Rockwell, on the terms and conditions
  set forth in Schedule A attached hereto (together with the first three pages,
  the Agreement), the subordinated convertible notes (the Notes)
  in the capital of Rockwell set out on page 2 hereof.

|INSTRUCTIONS FOR COMPLETING THIS SUBSCRIPTION
|---------------------------------------------
|                                             

|1. | Complete the information required on page 2 with respect
      to Note subscription amounts and registration and delivery
    particulars.                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Complete the applicable forms (the Forms) at the end of
      this Schedule A:                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Return this Agreement and all Schedules to Rockwell at
      Suite 1020  800 West Pender Street, Vancouver, British Columbia, V6C 2V6
      with a certified cheque, money order or bank draft drawn on a Canadian
      chartered bank and made payable to Rockwell Ventures Inc. in the amount of
      the applicable subscription funds, or in such other manner as may be
      acceptable to Rockwell.

Rockwell Wiring Instructions:

CIBC ACCOUNT ACCOUNT NAME: BANK:
    Canadian Account Rockwell Ventures Inc.
      Canadian Imperial Bank of Commerce Commerce Place, Vancouver,
      B.C.
    SWIFT NO: ACCOUNT NO.:
      TRANSIT NO.:
    CIBC CATT 79-09918 10


---

- 2 -

Registration and Delivery Instructions

|______________________________________________                                       |  | Dollar Amount of Notes purchased (amount paid
      now):         
|------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------
|(Name of Subscriber - please print)                                                  |  | Cdn$______________________                                        
|                                                                                     |  |                                                                   
|______________________________________________                                       |  |                                                                   
|(Authorized Signature of Subscriber)                                                 |  | If the Subscriber is signing as agent for a
      principal and is
|                                                                                     |  | not a trust company or a portfolio manager, in
      either       
|______________________________________________                                       |  | case, purchasing as trustee or agent for
      accounts fully     
|(Official Capacity or Title if Subscriber is not an individual                       |  | managed by it, complete the following and ensure
      that       
|- please print)                                                                      |  | Schedule C, D or E is completed on behalf of
      such           
|                                                                                     |  | principal:                                                        
|______________________________________________                                       |  |                                                                   
|(Please print the name of the individual whose signature                             |  | ______________________________________________                    
|appears above if it is different from the name of the                                |  | (Name of Principal)                                               
|Subscriber printed above.)                                                           |  |                                                                   
|                                                                                     |  | ______________________________________________                    
|______________________________________________                                       |  | (Principals Address)                                             
|(Subscribers Address)                                                               |  |                                                                   
|                                                                                     |  | ______________________________________________                    
|______________________________________________                                       |  |                                                                   
|(Subscribers Address)                                                               |  |                                                                   
|                                                                                     |  |                                                                   
|______________________________________________                                       |  |                                                                   
|(Telephone
      Number)                                    
       (E-Mail Address) |  |                                                                   
|                                                                                     |  |                                                                   
|______________________________________________                                       |  |                                                                   
|(Social Insurance Number or Federal Corporate Tax Account                            |  |                                                                   
|Number)                                                                              |  |                                                                   
|                                                                                     |  |                                                                   
|                                                                                     |  |                                                                   
|Register the Notes as follows:                                                       |  | Deliver the Notes as follows:                                     
|                                                                                     |  |                                                                   
|______________________________________________                                       |  | ______________________________________________                    
|(Name)                                                                               |  | (Name)                                                            
|                                                                                     |  |                                                                   
|______________________________________________                                       |  | ______________________________________________                    
|(Account reference, if applicable)                                                   |  | (Account reference, if applicable)                                
|                                                                                     |  |                                                                   
|______________________________________________                                       |  | ______________________________________________                    
|(Address)                                                                            |  | (Contact Name)                                                    
|                                                                                     |  |                                                                   
|______________________________________________                                       |  | ______________________________________________                    
|(Address)                                                                            |  | (Address)                                                         
|                                                                                     |  |                                                                   
|                                                                                     |  | ______________________________________________                    
|                                                                                     |  | (Address)                                                         

ACCEPTANCE

|                                                     | ) | ROCKWELL VENTURES INC.
|---------------------------------------------------- | - | ----------------------
|Accepted and agreed to by Rockwell as of the _______ | ) |                       
|day of _____________________, 2006.                  | ) |                       
|                                                     | ) | Authorized Signatory  

---

- 3 -

SCHEDULE A TERMS OF SUBSCRIPTION

Re:Purchase of
Rockwell Notes Exempt from Prospectus Requirements

1.Definitions

|1.1 | (a)        
      Accredited Investor means, for a Subscriber resident in Canada or
      the United Sates a high net worth or high income person, specifically
      defined on the relevant attachments hereto as an Investor;                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)        
      Additional Bonus Payment Date means March 31, 2007,                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)        
      Applicable Securities Laws means the securities legislation
      having application, and the rules, policies, notices and orders issued by
      applicable securities regulatory authorities, including the TSXV Venture
      Exchange(the TSXV) having application over this Offering and the
      Issuer;                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (d)        
      Bonus Payment Date means each of the Closing Date and September
      30, 2006;                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (e)        
      Closing means a completion of an issue and sale by the Issuer and
      the purchase by the Investors of the Notes pursuant to this Subscription
      Agreement at or about 11:00 a.m. on the Closing Date. Closings may occur
      on one or more dates as the Issuer may determine within the requirements
      of the TSXV;                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (f)        
      Closing Date means a day following TSXV acceptance of this
      Subscription Agreement and others which form part of the Offering and
      which is expected to be on or about July 7, 2006, as the Issuer may
      determine within the requirements of the TSXV. On the Closing Date, the
      Notes will be issued and certificates representing the Notes and the Bonus
      Amount will be mailed to the Investor;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (g)        
      Equity Financing Price means the price of the Shares sold by the
      Issuer in its first substantially arms-length equity financing of not less
      than $5 million which is completed after the Closing;                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (h)        
      Exempt Amount Exemptionmeans the exemption from the prospectus
      requirements under Applicable Securities Laws for subscriptions of
      Cdn$150,000 which do not require the Investor to be an Accredited Investor
      or to provide a certificate;                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (i)        
      Exemptions means the exemptions from the registration and
      prospectus or equivalent requirements under Applicable Securities
    Laws;                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (j)        
      Financing Notice means a written notice delivered by Rockwell to
      the Noteholders advising the Noteholders that Rockwell has engaged an
      underwriter to complete an equity financing of not less than Cdn.$5
      million;                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (k)        
      Foreign Portfolio Manager means a person who carries on business
      as a portfolio manager (within the meaning of that term under Applicable
      Securities Laws) in an International Jurisdiction and who purchases Notes
      as an agent for fully managed accounts;                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (l)        
      Family, Friends and Business Associates Exemption means the
      exemption from prospectus requirements found in Section 2.5 (1) of NI
      45-106;                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (m)         fully
      managed in relation to an account, means that the Investor has the
      discretion as to the account as contemplated by Applicable Securities
    Laws;                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (n)        
      International Jurisdiction means a country other than Canada or
      the United States;                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (o)        
      Investor means the person or persons named as Investor on the
      execution page of this Subscription Agreement and if more than one person
      is so named, means all of them jointly and
severally;                                                                                                                                                                                                                   

---

- 4 -

(p)         NI
45-102 means National Instrument 45-102 - Resale of Securities of the
Applicable Securities Laws;

(q)        
material means material in relation to the Issuer and any subsidiary
considered on a consolidated basis;

(r)         material
change means any change in the business, operations, assets, liabilities,
ownership or capital of the Issuer and any subsidiary considered on a
consolidated basis that would reasonably be expected to have a significant
effect on the market price or value of the Issuers securities;

(s)         material
fact means any fact that significantly affects or would reasonably be
expected to have a significant effect on the market price or value of the
Issuers securities;

(t)        
misrepresentation is as defined under Applicable Securities Laws;

(u)         NI
45-106 means National Instrument 45-106 in the form adopted by the
securities commissions in all provinces and territories of Canada (a copy is
available from the Issuer or online at www.bcsc.bc.ca);

(v)         Note
Conversion Notice means a notice delivered to Rockwell within five (5)
business days of the date of delivery of the Financing Notice to the Noteholder;

(w)        
Noteholder means a holder of the Notes issued pursuant to this
Agreement;

(x)         Notes
means the subordinated convertible promissory notes of the Issuer to be issued
pursuant to the Offering;

(y)        
Offering means the sale by the Issuer of up to Cdn.$8.4 million of
Notes of the Issuer on the terms set forth in this Agreement. There is no
minimum aggregate Offering and the Issuer reserves the right to decrease or
increase the size of the Offering at its discretion;

(z)         Portfolio
Manager means an adviser who manages the investment portfolio of clients
through discretionary authority granted by one or more clients;

(aa)       Public Record
means information which has been publicly filed by the Issuer under Applicable
Securities Laws;

(bb)       Principal
Canadian Jurisdictions means Ontario, British Columbia, Alberta and certain
other jurisdictions referred to in National Instrument 45-106;

(cc)       Maturity Date
means March 31, 2007;

(dd)       Regulation D
means Regulation D under the U.S. Securities Act;

(ee)       Regulation S
means Regulation S under the U.S. Securities Act;

(ff)        Share
means a common share without par value in the capital of Rockwell;

(gg)       Subscription
Agreement means this subscription agreement between the Investor and the
Issuer, including all Schedules incorporated by reference as it may be amended
or supplemented from time to time;

(hh)       TSXV means
the TSX Venture Exchange;

(ii)        U.S.
Person means a U.S. Person as defined in Regulation S (the definition of
which includes, but is not limited to, a natural person resident in the United
States and an estate or trust of which any

---

- 5 -

executor or administrator or trustee,
respectively, is a U.S. Person and any partnership or corporation organized or
incorporated under the laws of the United States); and

(jj)       U.S. Securities
Act means the Securities Act of 1933, as amended, of the United
States of America.

1.2           
     Words and phrases which are used in this
Subscription Agreement and all Schedules thereto and which are defined in NI
45-106 shall have the meaning ascribed thereto in NI 45-106, unless otherwise
specifically defined in Section 1.1 of this Subscription Agreement.

**2.**                 
**Terms of Notes, Bonus Amount and Additional Bonus Amount**

2.1                 The
undersigned (the Investor) hereby irrevocably subscribes for and agrees to
purchase from the Issuer on the terms and conditions set forth herein, the
dollar value of Notes of the Issuer set out above the Investors name on the
execution page of this Subscription Agreement. This Subscription Agreement will
be deemed to have been made and be effective only upon its acceptance by the
Issuer.

2.2                
The Investor acknowledges and agrees (on its own behalf and, if applicable, on
behalf of each person on whose behalf the Investor is contracting) that the
Notes subscribed for by it hereunder form part of a larger issuance and sale by
the Issuer of up to $8.4 million of Notes, and that the Issuer may increase the
size of the Offering, in the discretion of the Issuer.

2.3                 The
Notes will mature and be repaid by the Issuer on the Maturity Date. The Notes
will rank pari passu to all other Notes outstanding and will be subordinate to
the Credit Facility to be provided by Quest Capital Corp. (Quest).

2.4                 As
consideration for the Notes, the Issuer will issue to the Noteholder on each
Bonus Payment Date such number of Shares of the Issuer as is equal to five
percent (5%) of the outstanding principal amount owing under the Note on the
such Bonus Payment Date divided by the average of the closing price of the
common shares of the Issuer for the five trading days preceding the Bonus
Payment Date, less a 10% discount. All such Shares issued will be subject to a
four month hold period commencing on the Bonus Payment Date.

2.5                
As additional consideration for the Notes, the Issuer will issue to the
Noteholder on the Additional Bonus Payment Date such number of Shares of the
Issuer as is equal to five percent (5%) of the daily average outstanding
principal amount owing under the Note during the period January 1, 2007 and the
Additional Bonus Payment Date divided by the average of the closing price of the
common shares of the Issuer for the five trading days preceding the Bonus
Payment Date. All such Shares issued will be subject to a four month hold period
commencing on the Additional Bonus Payment Date.

2.6                
Subject to earlier repayment of the Notes, the holders of the Notes shall have
the right (the Conversion Right), exercisable within five (5) business days of
the delivery of the Financing Notice to the Noteholder, to convert all and not
less than all of the principal amount then outstanding under the Note and all
accrued but unpaid Additional Bonus Payment amounts into fully paid and
non-assessable Shares. Upon exercise of the Conversion Right the Noteholder will
receive that number of Shares rounded to the nearest whole number obtained by
dividing the outstanding principal amount plus all accrued but unpaid Additional
Bonus Payment amounts owing on the Note minus a 3% discount, by the Equity
Financing Price.

2.7                
The Issuer may repay the Notes at any time, without penalty, if

(a)          such
prepayment is made on the last business day of the calendar month; and

(b)          the
Issuer provides the Noteholders with at least 10 business days written notice.

2.8                 Repayment
of the Notes will be secured by a security interest over all of the assets of
the Issuer, which security interest will be subordinated to the security
interest of Quest Capital Corp. set out below.

---

- 6 -

2.9                 The
Investor acknowledges (on its own behalf and, if applicable, on behalf of each
person on whose behalf the Investor is contracting) that concurrently with the
Offering, the Issuer will enter into a credit facility with Quest Capital Corp.
for $6.0 million. The terms of the Credit Facility are substantially the same as
the terms of the Notes, except that the Credit Facility will be secured by a
first charge over all of the assets of the Issuer and its subsidiaries. The
Investor hereby acknowledges and agrees with the Issuer and with Quest Capital
Corp. that the security interest granted under Notes will be fully subordinated
to Quest Capital Corp.s security interest pursuant to the Credit Facility. The
Investor acknowledges and agrees that, in the event that the Issuer has
insufficient funds to pay amounts owing on the Credit Facility and the
outstanding Notes, payment shall first be made on all amounts due and payable on
the Credit Facility from time to time, and only then shall be paid on the
amounts due and payable on the Notes. The Investor hereby appoints the President
of the Issuer as the Investors attorney, to execute any agreement or
understanding between the Investor and Quest Capital Corp. acknowledging the
subordination of the Investors security interest and granting priority to Quest
Capital Corp. in respect of all payments made by the Issuer in respect of the
Credit Facility and the Notes.

**3.**                 
**Closing**

3.1                 The
Investor will deliver to the offices of the Issuer aggregate subscription funds
and subscription documents completed in accordance with the instructions on the
face page of this Agreement and arrange for concurrent delivery of certified
funds. On request by the Issuer, the Investor agrees to complete and deliver any
other documents, questionnaire, notices and undertakings as may possibly be
required by regulatory authorities, stock exchanges and Applicable Securities
Laws to complete the transactions contemplated by this Agreement. Delivery of
the Notes will be completed by the Issuer at the offices of Lang Michener LLP,
Barristers & Solicitors, counsel to Rockwell, 1500, 1055 W. Georgia Street,
Vancouver, B.C. V6E 4N7 on the Closing Date at which time certificates
representing the Notes will be available against payment of funds for delivery
to the Investor as the Investor shall instruct. The Investor hereby waives
receiving any prior notice of Closing.

**4.**                 
**Investors Acknowledgements  Regarding Risk, Restrictions, Independent
Advice**

4.1                 The
Investor represents and warrants and acknowledges and agrees with (on its own
behalf and, if applicable, on behalf of each beneficial purchaser for whom the
Investor is contracting hereunder) the Issuer that:

(a)          its
decision to execute this Subscription and purchase the Notes agreed to be
purchased hereunder has not been based upon any oral or written representation
as to fact or otherwise made by or on behalf of the Issuer, and that its
decision is based entirely upon its review of information about the Issuer in
the Public Record;

(b)          no
prospectus has been filed by the Issuer with any securities commission or
similar authority, in connection with the issuance of the Notes, and the
issuance and the sale of the Notes is subject to such sale being exempt from the
prospectus/registration requirements under Applicable Securities Laws and
accordingly:

(i)          the
Investor is restricted from using certain of the civil remedies available under
such legislation;

(ii)         the
Investor may not receive information that might otherwise be required to be
provided to it under such legislation; and

(iii)        the Issuer is
relieved from certain obligations that would otherwise apply under such
legislation;

(c)          the
Investor (or others for whom the Investor is contracting hereunder) has been
advised to consult its own legal advisors with respect to the merits and risks
of an investment in the Notes and with respect to applicable resale restrictions
and it (or others for whom it is contracting hereunder) is solely responsible
(and the Issuer is in no way responsible) for compliance with applicable resale
restrictions;

---

- 7 -

(d)          to the
knowledge of the Investor, the sale of the Notes was not accompanied by any
advertisement;

(e)          the
offer made by this Subscription is irrevocable (subject to the right of the
Issuer to terminate this Subscription) and requires acceptance by the Issuer;

(f)          this
Subscription is not enforceable by the Investor unless it has been accepted by
the Issuer and the Investor waives any requirement on the Issuers behalf to
communicate immediately its acceptance of this Subscription to the Investor;

(g)         
thInvestor is aware that the Issuer has announced a proposed merger Great China
Mining Inc. described in the Public Record and the Investore Investor is
sophisticated in financial investments, has had access to and has received all
such information concerning the Issuer that the Investor has considered
necessary in connection with the Investors investment decision and the Investor
will not receive an offering memorandum or similar disclosure document;

(h)          the
subscription proceeds will be available to the Issuer on Closing and this
subscription is not conditional on any other subscription completing;

(i)          no
agency, governmental authority, regulatory body, stock exchange or other entity
has made any finding or determination as to the merit for investment of, nor
have any such agencies or governmental authorities made any recommendation or
endorsement with respect to, the Notes;

(j)          the
Issuer will rely on the representations and warranties made herein or otherwise
provided by the Investor to the Issuer in completing the sale and issue of the
Notes to the Investor; and

(k)         
the  acknowledges that this subscription is not conditional on the merger
completing and that there is no assurance of the merger completing.

(Investors outside of Canada, go to
Section 5, subparagraph 5.2)

4.2                    
The Investor hereby acknowledges and agrees that the subscription proceeds,
subject to any statutory rights of the Investor, will be immediately advanced to
the Issuer prior to the Closing Date and held by it pending closing or for
return if for any reason Closing does not occur.

**5.**                     
**Investors Exemption Status**

5.1                    
The Investor, by its execution of this Subscription Agreement, hereby further
represents, warrants to, and covenants with, the Issuer (which representations,
warranties and covenants shall survive the Closing of the Offering) that the
Investor is purchasing the Notes as principal for its own account, it is
purchasing such Notes not for the benefit of any other person, and not with a
view to the resale or distribution of the Notes and one of the following
Exemptions applies to the Investor:

(a)         
Insiders Family, Close Friends and Business Associates
Exemption

The Investor is:

(i)          a
director, executive officer or control person of the Issuer, or of an affiliate
of the Issuer,

(ii)         a
spouse, parent, grandparent, brother, sister or child of a director, executive
officer or control person of the Issuer, or of an affiliate of the Issuer,

(iii)        a parent,
grandparent, brother, sister or child of the spouse of a director, executive
officer or control person of the Issuer or of an affiliate of the Issuer,

---

- 8 -

(iv)         a close
personal friend of a director, executive officer or control person of the
Issuer, or of an affiliate of the Issuer,

(v)          a close
business associate of a director, executive officer or control person of the
Issuer, or of an affiliate of the Issuer,

(vi)         a
founder of the Issuer or a spouse, parent, grandparent, brother, sister, child,
close personal friend or close business associate of a founder of the Issuer,

(vii)        a parent,
grandparent, brother, sister or child of a spouse of a founder of the Issuer,

(viii)       a person of which
a majority of the voting securities are beneficially owned by, or a majority of
the directors are, persons described in paragraphs (i) to (vii), or

(ix)         a trust
or estate of which all of the beneficiaries or a majority of the trustees or
executors are persons described in paragraphs (i) to (vii);

(NOT AVAILABLE FOR RESIDENTS IN
ONTARIO OR SASKATCHEWAN)

| | (b) | Minimum Amount Exemption                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (i)         
      The aggregate purchase price for the Notes will not be less than
      Cdn.$150,000 paid in cash at the time of purchase, and the Investor has
      not been created or used solely to purchase or hold the Notes in reliance
      on this Exemption;                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Accredited Investor Exemption                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | The Investor is an Accredited Investor and the Investor
      has properly completed and duly executed the Representation Letter for
      Accredited Investors attached to this Subscription Agreement as Schedule C
      indicating the means by which the Investor is an Accredited Investor and
      confirms the truth and accuracy of all statements made by the Investor in
      such certificate; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | For residents of Ontario only, the Investor is:                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                             

**5.2**                     
**Investors Outside of Canada**

If the Investor is resident in a jurisdiction outside of Canada
it acknowledges and certifies that:

(a)          no
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Notes;

(b)          there is
no government or other insurance covering the Notes;

(c)          there
are risks associated with the purchase of the Notes;

---

- 9 -

(d)          there
are restrictions on the Investors ability to resell the Notes and it is the
responsibility of the Investor to determine what those restrictions are and to
comply with them before selling the Notes; and

(e)          the
Issuer has advised the Investor that the Issuer is relying on an exemption from
the requirements to provide the Investor with a prospectus and to sell the Notes
through a person registered to sell the Notes under Applicable Securities Laws
and, as a consequence of acquiring securities pursuant to this exemption,
certain protections, rights and remedies provided by Applicable Securities Laws,
including statutory rights of rescission or damages, will not be available to
the Investor;

(f)          the
Investor is knowledgeable of securities legislation having application or
jurisdiction over the Investor and the Offering (other than the laws of Canada
and the United States) which would apply to this subscription;

(g)          the
Investor is purchasing the Notes pursuant to exemptions from any prospectus,
registration or similar requirements under the laws of that International
Jurisdiction and or, if such is not applicable, the Investor is permitted to
purchase the Investors Notes, and the Issuer has no filing obligations in the
International Jurisdiction;

(h)          no laws
in the International Jurisdiction require the Issuer to make any filings or seek
any approvals of any kind whatsoever from any regulatory authority of any kind
whatsoever in the International Jurisdiction;

(i)          the
Notes are being acquired for investment only and not with a view to resale and
distribution within the International Jurisdiction; and

(j)          if it is
a resident of the United Kingdom then it complies with the provisions of §7.1 of
this Subscription Agreement as if it were a resident of British Columbia and it
is a person of the described in Article 11(3) of the Financial Services
Act,1986 (Investment Advertisements) (Exemptions) Order 1996, as
amended, and is a person whose ordinary activities involve it in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purpose of its business.

**5.3**                    
**Other General Representations Applicable to All Investors**

(a)          the
Investor has no knowledge of a material fact or material change, as those
terms are defined in Applicable Securities Laws, in respect of the affairs of
the Issuer that has not been generally disclosed to the public;

(b)          the
Investor (and, if applicable, any beneficial purchaser for whom it is acting) is
resident in the jurisdiction set out under the heading Name and Address of
Investor on the execution page of this Subscription Agreement;

(c)          the
Investor has the legal capacity and competence to enter into and execute this
Subscription and to take all actions required pursuant hereto and, if the
Investor 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 of
this Subscription Agreement on behalf of the Investor;

(d)          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 the constating documents of, the Investor or of any
agreement, written or oral, to which the Investor may be a party or by which the
Investor is or may be bound;

(e)          the
Investor has duly and validly authorized, executed and delivered this
Subscription Agreement and understands it is intended to constitute a valid and
binding agreement of the Investor enforceable against the Investor;

---

- 10 -

(f)          in
connection with the Investors investment in the Notes, the Investor has not
relied upon the Issuer for investment, legal or tax advice, and has, in all
cases sought the advice of the Investors own personal investment advisor, legal
counsel and tax advisers or has waived its rights thereto and the Investor is
either experienced in or knowledgeable with regard to the affairs of the Issuer,
or either alone or with its professional advisors is capable, by reason of
knowledge and experience in financial and business matters in general, and
investments in particular, of evaluating the merits and risks of an investment
in the Notes and is able to bear the economic risk of the investment and it can
otherwise be reasonably assumed to have the capacity to protect its own interest
in connection with the investment in the Notes;

(g)          no
person has made to the Investor any written or oral representations:

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

(ii)         that any
person will refund the purchase price for the Notes;

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

(iv)          that
the Notes will be listed and posted for trading on any stock exchange or that
application has been made to list the Notes of the Issuer on any stock exchange;

U.S. Representations and Warranties

(h)          The
Investor represents and warrants either:

(i)          The
Investor

(A)          is not,
and is not purchasing the Notes for the account of or benefit of, a U.S. Person
or a person in the United States;

(B)          was not
offered Notes in the United States; and

(C)          did not
execute or deliver this Agreement in the United States; OR

(ii)         The
Investor a U.S. Person who is an "accredited investor" as defined in Rule 501(a)
of Regulation D of the U.S. Securities Act; and

in the case of paragraph 5.3(h)(ii)
above, the Investor has duly completed, executed and delivered to the Issuer the
Certificate of U.S. Purchaser attached hereto as Schedule E, and represents,
warrants and covenants to the Issuer as to the accuracy of all matters set out
therein as at the date hereof and on the Closing Date;

(i)          Unless
the Investor completes the Certificate of U.S. Purchaser included herein as
Schedule E in connection with a purchase of the Notes made in reliance on
Regulation E, the Investor additionally represents and warrants that:

(i)          the
Investor does not have any agreement or understanding (either written or oral)
with any U.S. Person or a person in the United States respecting:

(A)          the
transfer or assignment of any rights or interests in any of the Notes;

(B)          the
division of profits, losses, fees, commissions, or any financial stake in
connection with this Subscription; or

(C)          the
voting of the Shares underlying the Notes; and

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- 11 -

(ii)         the Investor
has no intention to distribute either directly or indirectly any of the Notes in
the United States or to U.S. Persons; and

(iii)        the Investor
represents that the current structure of this transaction and all transactions
and activities contemplated hereunder is not a scheme to avoid the registration
requirements of the U.S. Securities Act;

(j)          The
Investor acknowledges and agrees that:

(i)          the
Notes have not been registered under the U.S. Securities Act, and may not be
offered or sold in the United States or to a U.S. Person unless an exemption
from such registration requirements is available;

(ii)         the
Issuer has no obligation or present intention of filing a registration statement
under the U.S. Securities Act in respect of the Notes; and

(iii)        the Investor
will not engage in any directed selling efforts (as defined by Regulation S
under the U.S. Securities Act) in the United States in respect of the
Notes, 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 the Notes;

Compliance with Resale Laws

(k)          the
Investor will comply with Applicable Securities Laws and, if applicable, Rule
904 of Regulation S concerning the resale of the Notes, Warrants and the Shares
underlying them and all related restrictions (and the Issuer is not in any way
responsible for such compliance) and shall speak and consult with its own legal
advisors with respect to such compliance;

Own Expense

(l)          the
Investor acknowledges and agrees that all costs and expenses incurred by the
Investor (including any fees and disbursements of any special counsel or other
advisors retained by the Investor) relating to the purchase of the Notes shall
be borne by the Investor;

International Investor

(m)          if the
Investor is resident of an International Jurisdiction (meaning herein a country
other than Canada or the United States) then:

(i)          the
Investor is knowledgeable of securities legislation having application or
jurisdiction over the Investor and the Offering (other than the laws of Canada
and the U.S.) which would apply to this subscription;

(ii)         the Investor
is purchasing the Notes pursuant to exemptions from any prospectus, registration
or similar requirements under the laws of that International Jurisdiction and
or, if such is not applicable, the Investor is permitted to purchase the
Investors Notes, and the Issuer has no filing obligations in the International
Jurisdiction;

(iii)        no laws in the
International Jurisdiction require the Issuer to make any filings or seek any
approvals of any kind whatsoever from any regulatory authority of any kind
whatsoever in the International Jurisdiction; and

(iv)         the Notes are
being acquired for investment only and not with a view to resale and
distribution within the International Jurisdiction.

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- 12 -

**6.**                    
**Rockwell's Representations**

6.1            
        The Issuer represents and warrants to
the Investor that, as of the date of this Subscription and at Closing hereunder:

(a)          the
Issuer and its subsidiaries are valid and subsisting corporations duly
incorporated and in good standing under the laws of the jurisdictions in which
they are incorporated, continued or amalgamated;

(b)          the
Issuer has complied, or will comply, with all applicable corporate and
securities laws and regulations in connection with the offer, sale and issuance
of the Notes, and in connection therewith has not engaged in any direct selling
efforts, as such term is defined in Regulation S, or any general solicitation
or general advertising as described in Regulation D;

(c)          the
Issuer and its subsidiaries are the beneficial owners of the properties,
business and assets or the interests in the properties, business or assets
referred to in its Public Record and except as disclosed therein, all agreements
by which the Issuer or its subsidiaries holds an interest in a property,
business or asset are in good standing according to their terms, and the
properties are in good standing under the applicable laws of the jurisdictions
in which they are situated;

(d)          no
Offering Memorandum has been or will be provided to the Investor;

(e)          the
financial statements comprised in the Public Record accurately reflect the
financial position of the Issuer as at the date thereof, and no adverse material
changes in the financial position of the Issuer have taken place since the date
of the Issuers last financial statements except as filed in the Public Record;

(f)          the
creation, issuance and sale of the Notes by the Issuer does not and will not
conflict with and does not and will not result in a breach of any of the terms,
conditions or provisions of its constating documents or any agreement or
instrument to which the Issuer is a party;

(g)          the
Notes will, at the time of issue, be duly allotted, validly issued, fully paid
and non-assessable and will be free of all liens, charges and encumbrances and
the Issuer will reserve sufficient Notes in the treasury of the Issuer to enable
it to issue the Notes;

(h)          this
Subscription when accepted has been duly authorized by all necessary corporate
action on the part of the Issuer and, subject to acceptance by the Issuer,
constitutes a valid obligation of the Issuer legally binding upon it and
enforceable in accordance with its terms;

(i)          neither
the Issuer nor any of its subsidiaries is a party to any actions, suits or
proceedings which could materially affect its business or financial condition,
and to the best of the Issuers knowledge no such actions, suits or proceedings
have been threatened as at the date hereof, except as disclosed in the Public
Record;

(j)          no order
ceasing or suspending trading in the securities of the Issuer nor prohibiting
sale of such securities has been issued to the Issuer or its directors, officers
or promoters and to the best of the Issuers knowledge no investigations or
proceedings for such purposes are pending or threatened; and

(k)          except
as set out in the Public Record or herein, no person has any right, agreement or
option, present or future, contingent or absolute, or any right capable of
becoming a right, agreement or option for the issue or allotment of any unissued
convertible securities of the Issuer or any other security convertible or
exchangeable for any such Notes or to require the Issuer to purchase, redeem or
otherwise acquire any of the issued or outstanding Notes of the Issuer.

---

- 13 -

**7.**                     
**Covenants of Rockwell**

7.1                     
The Issuer hereby covenants with each Investor that it will:

(a)          offer,
sell, issue and deliver the Notes pursuant to exemptions from the prospectus
filing, registration or qualification requirements of Applicable Securities Laws
and otherwise fulfil all legal requirements required to be fulfilled by the
Issuer (including without limitation, compliance with all Applicable Securities
Laws of the Principal Canadian Jurisdictions) in connection with the Offering;

(b)          use its
best efforts to maintain its status as a reporting issuer not in default in
Ontario, British Columbia, and Alberta ;

(c)          within
the required time, file with the TSXV any documents, reports and information, in
the required form, required to be filed by Applicable Securities Laws in
connection with the Offering, together with any applicable filing fees and other
materials;

(d)          the
Issuer will use reasonable commercial efforts to satisfy as expeditiously as
possible any conditions of the TSXV (the Exchange Conditions) required to be
satisfied prior to the TSXV's acceptance of the Issuers notice of the Offering;
and

(e)          use
its best efforts to obtain all necessary approvals for this Offering.

**8.**                    
**No Contractual Right of Action for Rescission**

8.1                  
The Investor acknowledges that it is purchasing the Notes issued hereunder
pursuant to an exemption which does not require delivery to the Investor of an
offering memorandum, that it will not receive any Offering Memorandum in
connection with this Subscription and therefore is not entitled to contractual
rights of action or rescission.

**9.**                    
**Resale Restrictions and Legending of Notes and other Securities**

9.1                  
The Investor acknowledges that any resale of the Notes and any shares or
warrants issued on conversion of the Notes or issued as further consideration
will all be subject to resale restrictions contained in the Applicable
Securities Laws applicable to the Issuer, the Investor or any proposed
transferee. Investors with a Canadian or international address will receive a
Note, Warrant and/or Share certificate bearing the following legend imprinted
thereon:

> Unless permitted under securities legislation, the
>       holder of the security must not trade the security before [four months plus
>       one day from the Closing Date]; and
>     The securities underlying this certificate are listed
>       on the TSX Venture Exchange (TSXV); however, the said securities
>       cannot be traded through the facilities of TSXV since they are not freely
>       transferable, and consequently any certificate representing such securities
>       is not good delivery in settlement of transactions on the TSXV
>       until four months plus one day from the Closing Date].

9.2                  
Investors who are U.S Persons, have an address in the United States, or who
execute this Agreement in the United States (which the Issuer will presume
absent other evidence), will receive a certificate bearing the following legend
imprinted thereon:

> The securities represented hereby have not been and
>       will not be registered under the United States Securities Act of 1933, as
>       amended (the U.S. Securities Act). The holder hereof, by purchasing
>       such securities, agrees for the benefit of the Issuer that such securities
>       may be offered, sold, pledged or otherwise transferred only (a) to the Issuer,
>       (b) outside the United States in accordance with Rule 904 of Regulation
>       S under the U.S. Securities Act if applicable, (c) inside

---

- 14 -

> the United States (1) pursuant to the exemption from the
>       registration requirements under the U.S. Securities Act provided by Rule
>       144 thereunder, if available, and in accordance with applicable State securities
>       laws, or (2) in a transaction that does not require registration under the
>       U.S. Securities Act or any applicable State laws and regulations governing
>       the offer and sale of securities, and the holder has prior to such sale
>       furnished to the Issuer an opinion of counsel or other evidence of exemption
>       in form and substance reasonably satisfactory to the Issuer. Provided that
>       if the Issuer is a foreign issuer as that term is defined by
>       Regulation S of the U.S. Securities Act at the time of sale, a new certificate
>       bearing no restrictive legend, delivery of which will constitute Good
>       Delivery may be obtained form the transfer agent, upon delivery of
>       this certificate and a duly executed declaration, in form satisfactory to
>       the Issuer and its transfer agent, to the effect that the sale of the securities
>       represented hereby is being made in compliance with Rule 904 of Regulation
>       S under the U.S. Securities Act.

and that any certificate representing any Notes or Shares
issued in exchange therefor or in substitution thereof will bear the same
legend, provided, however, that if the Issuer is a foreign issuer as
that term is defined by Regulation S under the U.S. Securities Act at the time
of sale of any Notes, a new certificate bearing no legend may be obtained from
the transfer agent upon delivery of the certificate evidencing such securities
and a duly executed declaration, in a form satisfactory to the Issuer and the
transfer agent to the effect that the sale of the securities is being made in
compliance with Rule 904 of Regulation S under the U.S. Securities Act.

**10.**                    
**Consent to Disclosure of Information**

10.1                  
The Investor acknowledges and consents to the release by the Issuer of
information regarding the Investor's subscription including the Investor's name,
address, telephone number, e-mail address and the number of Notes purchased, in
compliance with securities regulatory policies to regulatory authorities under
Applicable Securities Laws and the Investor waives to the extent lawful, its
rights under any Canadian or US privacy legislation.

**11.**                    
**General**

11.1                  
Time is of the essence hereof.

11.2                  
Neither this Subscription Agreement nor any provision hereof shall be modified,
changed, discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is sought.

11.3                  
The parties hereto shall execute and deliver all such further documents and
instruments and do all such acts and things as may either before or after the
execution of this Subscription Agreement be reasonably required to carry out the
full intent and meaning of this Subscription Agreement.

11.4                  
This Subscription Agreement shall be subject to, governed by and construed in
accordance with the laws of British Columbia and the laws of Canada as
applicable therein and the Investor hereby irrevocably attorns to the
jurisdiction of the Courts situate therein.

11.5                  
This Subscription Agreement may not be assigned by any party hereto.

11.6                  
Without limitation, this Subscription Agreement and the transactions
contemplated hereby are conditional upon and subject to the Issuer receiving the
acceptance of the TSXV for this Subscription Agreement and the transactions
contemplated hereby.

11.7                  
The Issuer shall be entitled to rely on delivery of a facsimile copy of this
Subscription Agreement, and acceptance by the Issuer of a facsimile copy of this
Subscription Agreement shall create a legal, valid and binding agreement between
the Investor and the Issuer in accordance with its terms.

---

- 15 -

11.8                  
This Subscription Agreement may be signed by the parties in as many counterparts
as may be deemed necessary, each of which so signed shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.

11.9                  
This Subscription Agreement is deemed to be entered into on the acceptance date
by Rockwell, notwithstanding its actual date of execution by the Investor.

11.10                 
This Subscription Agreement, including, without limitation, the representations,
warranties, acknowledgements and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties
notwithstanding the completion of the purchase of the Notes by the Investor
pursuant hereto, the completion of the issue of Notes of the Issuer and any
subsequent disposition by the Investor of the Notes.

11.11                 
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.

11.12                 
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 Notes and there are no other terms, conditions, representations
or warranties, whether expressed, implied, oral or written, by statute, by
common law, by the Issuer, by the Investor, or by anyone else.

11.13                 
All monetary amounts are Canadian Dollars.

---

SCHEDULE B

PERSONAL INFORMATION ACKNOWLEDGEMENT AND CONSENT

IN THE MATTER OF PERSONAL INFORMATION PROVIDED TOROCKWELL VENTURES INC.(the Issuer)

ALL Investors must complete this Acknowledgement


Personal Information means any information about the
undersigned and includes information obtained from the undersigned through
written or oral means between the undersigned and the Issuer, its agents or
representatives.

ACKNOWLEDGEMENT AND CONSENT:

I, the undersigned, have read and understand the TSXV Personal
Information Acknowledgement set out below.

I hereby consent to and authorize:

(1)          the
disclosure of my Personal Information to the TSXV Group and its affiliates,
authorized agents, subsidiaries and divisions, including the Toronto Stock
Exchange (collectively referred to as the Exchange) as requested from the
Exchange;

(2)          the
collection, use and disclosure of my Personal Information by the Exchange for
the purposes described below under TSXV Personal Information Acknowledgement
or as otherwise identified by the Exchange, from time to time;

(3)          the
disclosure of my Personal Information to the British Columbia Notes Commission
and any other applicable regulatory authority (collectively referred to as the
Regulatory Authorities) as requested from the Regulatory Authorities; and

(4)          the
collection (whether direct or indirect), use and disclosure of my Personal
Information by the Regulatory Authorities for such purposes as are identified by
the Regulatory Authorities from time to time.

Dated ____________________________________________, 2006.

| |                                                                
| | ---------------------------------------------------------------
| | Name of Investor [Please Print]                                
| |                                                                
| | Signature of Investor or Authorized Signatory
      of Investor
| |                                                                
| | Name and Office of Authorized Signatory of
      Subscribed    
| | [Please Print]                                                 
| |                                                                
| |                                                                
| |                                                                
| |                                                                
| | Address of Investor                                            

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- 2 -

TSXV Personal Information Acknowledgement

TSXV Group and its affiliates, authorized agents, subsidiaries
and divisions, including the Toronto Stock Exchange (collectively referred to as
the Exchange) collect Personal Information in certain Forms that are submitted
by the individual and/or by an Issuer or Applicant and use it for the following
purposes:

- to conduct background checks,
- to verify the Personal Information that has been provided about each
  individual,
- to consider the suitability of the individual to act as an officer,
  director, insider, promoter, investor relations provider or, as applicable, an
  employee or consultant, of the Issuer or Applicant,
- to consider the eligibility of the Issuer or Applicant to list on the
  Exchange,
- to provide disclosure to market participants as to the security holdings
  of directors, officers, other insiders and promoters of the Issuer, or its
  associates or affiliates,
- to conduct enforcement proceedings, and
- to perform other investigations as required by and to ensure compliance
  with all applicable rules, policies, rulings and regulations of the Exchange,
  securities legislation and other legal and regulatory requirements governing
  the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be
disclosed:

(a)          to the
agencies and organizations in the preceding paragraph, or as otherwise permitted
or required by law, and they may use it in their own investigations for the
purposes described above; and

(b)          on the
Exchanges website or through printed materials published by or pursuant to the
directions of the Exchange.

The Exchange may from time to time use third parties to process
information and/or provide other administrative services. In this regard, the
Exchange may share the information with such third party service providers.

---

SCHEDULE C

REPRESENTATION LETTER

(FOR ACCREDITED INVESTORS)

**TO:**                  **Rockwell Ventures Inc. (Rockwell)**

In connection with the purchase of Convertible Notes in the
capital of Rockwell (Notes) by the undersigned subscriber or, if
applicable, the principal on whose behalf the undersigned is purchasing as agent
(the Subscriber for the purposes of this Schedule C), the Subscriber
hereby represents, warrants, covenants and certifies to Rockwell that:

|1. | The Subscriber is purchasing the Notes as principal for
      its own account or is deemed to be acting as principal pursuant to
      National Instrument 45-106 entitled Prospectus and Registration
      Exemptions (NI 45-106);
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                         
|2. | The Subscriber is an accredited investor within the
      meaning of NI 45-106 by virtue of satisfying the indicated criterion as
      set out in Appendix A to this Representation Letter; and                                    
|   |                                                                                                                                                                                                                                         
|3. | Upon execution of this Schedule C by the Subscriber, this
      Schedule C shall be incorporated into and form a part of the Subscription
      Agreement.                                                                              

Dated: _________________________, 2006.

| |                          |                                                       
| | ------------------------ | ------------------------------------------------------
| | Print name of Subscriber
| |                          |                                                       
| | By:                      |                                                       
| |                          | Signature                                             
| |                          |                                                       
| |                          | Print name of Signatory (if different from Subscriber)
| |                          |                                                       
| |                          | Title                                                 

IMPORTANT: PLEASE INITIAL APPENDIX A ON THE NEXT PAGE

---

APPENDIX A

TO SCHEDULE C

Accredited Investor- (defined in NI 45-106) means:

|[   ] | (a)         
      an individual who, either alone or with a spouse, beneficially owns,
      directly or indirectly, financial assets having an aggregate realizable
      value that before taxes, but net of any related liabilities, exceeds
      $1,000,000;                                                                                                                          
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (b)         
      an individual whose net income before taxes exceeded $200,000 in each of
      the 2 most recent calendar years or whose net income before taxes combined
      with that of a spouse exceeded $300,000 in each of the 2 most recent
      calendar years and who, in either case, reasonably expects to exceed that
      net income level in the current calendar year;
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (c)         
      an individual who, either alone or with a spouse, has net assets of at
      least $5,000,000;                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (d)         
      a person, other than an individual or investment fund, that has net assets
      of at least $5,000,000 as shown on its most recently prepared financial
      statements;                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (e)         
      a person in respect of which all of the owners of interests, direct,
      indirect or beneficial, except the voting securities required by law to be
      owned by directors, are persons that are accredited investors;                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (f)         
      a Canadian financial institution, or a Schedule III bank;                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (g)         
      the Business Development Bank of Canada incorporated under the Business
      Development Bank of Canada Act(Canada);                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (h)         
      a subsidiary of any person referred to in paragraphs (f) or (g), if the
      person owns all of the voting securities of the subsidiary, except the
      voting securities required by law to be owned by directors of that
      subsidiary;                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (i)         
      a person registered under the securities legislation of a jurisdiction of
      Canada as an adviser or dealer, other than a person registered solely as a
      limited market dealer under one or both of the Securities Act(Ontario) or the Securities Act(Newfoundland and Labrador);                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (j)         
      an individual registered or formerly registered under the securities
      legislation of a jurisdiction of Canada as a representative of a person
      referred to in paragraph (i);                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (k)         
      the Government of Canada or a jurisdiction of Canada, or any crown
      corporation, agency or wholly owned entity of the Government of Canada or
      a jurisdiction of Canada;                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (l)         
      a municipality, public board or commission in Canada and a metropolitan
      community, school board, the Comité de gestion de la taxe scolaire de
      lîle de Montréal or an intermunicipal management board in Québec;                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (m)         
      any national, federal, state, provincial, territorial or municipal
      government of or in any foreign jurisdiction, or any agency of that
      government;                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (n)         
      a pension fund that is regulated by either the Office of the
      Superintendent of Financial Institutions (Canada) or a pension commission
      or similar regulatory authority of a jurisdiction of Canada;                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|[   ] | (o)         
      an investment fund that distributes or has distributed its securities only
      to                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                             
|      | (i)          a person that is
      or was an accredited investor at the time of the distribution;                                                                                                                                                                                                                                                                                          

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- 2 -

| | (ii)  | a person that acquires or acquired securities in the
      circumstances referred to in Sections 2.10 [Minimum amount
      investment], and 2.19 [Additional investment in investment
      funds] of NI 45-106; OR
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                     
| | (iii) | a person described in paragraph (i) or (ii) that acquires
      or acquired securities under Section 2.18 [Investment fund
      reinvestment] of NI 45-106;                                                        

|[   ] | (p)         
      an investment fund that distributes or has distributed securities under a
      prospectus in a jurisdiction of Canada for which the regulator or, in
      Québec, the securities regulatory authority, has issued a receipt;                                                                                                                                     
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|[   ] | (q)         
      a trust company or trust corporation registered or authorized to carry on
      business under the Trust and Loan Companies Act(Canada) or
      under comparable legislation in a jurisdiction of Canada or a foreign
      jurisdiction, acting on behalf of a fully managed account managed by the
      trust company or trust corporation, as the case may be;
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|[   ] | (r)         
      a person acting on behalf of a fully managed account managed by that
      person, if that person                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | (i)         
      is registered or authorized to carry on business as an adviser or the
      equivalent under the securities legislation of a jurisdiction of Canada or
      a foreign jurisdiction; and                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | (ii)         in
      Ontario, is purchasing a security that is not a security of an investment
      fund;                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|[   ] | (s)         
      a registered charity under the Income Tax Act(Canada) that, in
      regard to the trade, has obtained advice from an eligibility adviser or an
      adviser registered under the securities legislation of the jurisdiction of
      the registered charity to give advice on the securities being traded;                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|[   ] | (t)         
      an entity organized in a foreign jurisdiction that is analogous to any of
      the entities referred to in paragraphs (f) to (i) or paragraph (n) in form
      and function;                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|[   ] | (u)         
      an investment fund that is advised by a person registered as an adviser or
      a person that is exempt from registration as an adviser; OR                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|[   ] | (v)         
      a person that is recognized or designated by the securities regulatory
      authority or, except in Ontario and Québec, the regulator as                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | (i)          an accredited
      investor; or                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|      | (ii)         an
      exempt purchaser in Alberta or British Columbia after NI 45-106 comes into
      force;                                                                                                                                                                                                                                                                         

and for purposes hereof:.

|(a) | "Canadian financial institution"means                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                    
|(b) | "control person"has the meaning ascribed
      to that term in securities legislation except Ontario where "control
      person" means any person that holds or is one of a combination of persons
      that hold
|    |                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                

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- 3 -

|    | (ii)                                                                                                                                                                                                                                                                                                          | more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of that
issuer;           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(c) | "eligibility adviser"means a person that
      is registered as an investment dealer or in an equivalent category of
      registration under the securities legislation of the jurisdiction of a
      purchaser and authorized to give advice with respect to the type of
      security being distributed;
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(d) | "executive officer"means, for an issuer,
      an individual who is                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | a chair, vice-chair or president,                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,                                                                                              
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (iii)                                                                                                                                                                                                                                                                                                         | an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or                                                                                       
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (iv)                                                                                                                                                                                                                                                                                                          | performing a policy-making function in respect of the
      issuer;                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(e) | "financial assets"means (i) cash, (ii)
      securities or (iii) a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;                                                                                               
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(f) | "founder"means,in respect of an
      issuer, a person who,                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | acting alone, in conjunction or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | at the time of the trade is actively involved in the
      business of the issuer;                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(g) | "fully managed account"means an account of
      a client for which a person makes the investment decisions if that person
      has full discretion to trade in securities for the account without
      requiring the client's express consent to a transaction;                                           
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(h) | "investment fund"has the meaning ascribed
      thereto in National Instrument 81-106 - Investment Fund Continuous
      Disclosure;                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(i) | "person"includes                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | an individual,                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | a corporation,                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (iii)                                                                                                                                                                                                                                                                                                         | a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and                                                                 
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (iv)                                                                                                                                                                                                                                                                                                          | an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;                                                                     
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(j) | "related liabilities"means                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or                                                                                                  
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | liabilities that are secured by financial
  assets.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(k) | "spouse"means, an individual
who,                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act(Canada),
      from the other individual,                                                              
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or                                                         

---

- 4 -

|    | (iii)                                                                                                                                             | in Alberta, is an individual referred to in paragraph (i)
      or (ii) immediately above or is an adult interdependent partner within the
      meaning of the Adult Interdependent Relationships Act(Alberta);
      and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   |                                                                                                                                                                                                                           
|(l) | "subsidiary"means an issuer that is
      controlled directly or indirectly by another issuer and includes a
      subsidiary of that subsidiary;

Affiliated Entities and Control

|1. | An issuer is considered to be an affiliate of another
      issuer if one of them is a subsidiary of the other, or if each of them is
      controlled by the same person.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                           
|2. | A person (first person) is considered to control another
      person (second person) if                                                                                  
|   |                                                                                                                                                                           
|   | (a)                                                                                                                                                                       
|   |                                                                                                                                                                           
|   | (b)                                                                                                                                                                       
|   |                                                                                                                                                                           
|   | (c)                                                                                                                                                                       

---

SCHEDULE D

REPRESENTATION LETTER

(FOR FAMILY, FRIENDS AND BUSINESS ASSOCIATES)

TO:             
Rockwell Ventures Inc. (Rockwell)

In connection with the purchase of Convertible Notes of
Rockwell (Notes) by the undersigned subscriber, or if applicable, the
principal on whose behalf the undersigned is purchasing as agent (the
Subscriber for the purposes of this Schedule D); the Subscriber hereby
represents, warrants, covenants and ratifies to Rockwell that:

|1.   |     | The Subscriber is resident in or is subject to the laws
      of a Province of Canada other than Ontario;                                                                                                                                                                                   
|---- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |     |                                                                                                                                                                                                                                                                                             
|2.   |     | The Subscriber is purchasing the Notes as principal for
      its own account;                                                                                                                                                                                                              
|     |     |                                                                                                                                                                                                                                                                                             
|3.   |     | It is (please initial):                                                                                                                                                                                                                                                                     
|     |     |                                                                                                                                                                                                                                                                                             
|____ | (a) | a founder, director, executive officer or control person
      of Rockwell, or of an affiliate of Rockwell; or                                                                                                                                                                              
|     |     |                                                                                                                                                                                                                                                                                             
|____ | (b) | a spouse, parent, grandparent, brother, sister or child
      of a founder, director, executive officer or control person of Rockwell,
      or of an affiliate of Rockwell; or                                                                                                             
|     |     |                                                                                                                                                                                                                                                                                             
|____ | (c) | a parent, grandparent, brother, sister or child of the
      spouse of a director, senior officer or control person of Rockwell or of
      an affiliate of Rockwell; or                                                                                                                    
|     |     |                                                                                                                                                                                                                                                                                             
|____ | (d) | a close personal friend of a founder, director, executive
      officer or control person of Rockwell, or of an affiliate of Rockwell, the
      details of whose relationship is as follows; or                                                                                            
|     |     |                                                                                                                                                                                                                                                                                             
|     |     | Length of Relationship                                                                                                                                                                                                                                                                      
|     |     |                                                                                                                                                                                                                                                                                             
|     |     | Details of Relationship                                                                                                                                                                                                                                                                     
|     |     |                                                                                                                                                                                                                                                                                             
|____ | (e) | a close business associate of a founder, director,
      executive officer or control person of Rockwell, or of an affiliate of
      Rockwell, the details of whose relationship is as follows; or                                                                                         
|     |     |                                                                                                                                                                                                                                                                                             
|     |     | Length of Relationship                                                                                                                                                                                                                                                                      
|     |     |                                                                                                                                                                                                                                                                                             
|     |     | Prior Business Dealings                                                                                                                                                                                                                                                                     
|     |     |                                                                                                                                                                                                                                                                                             
|     |     | Details of Relationship                                                                                                                                                                                                                                                                     
|     |     |                                                                                                                                                                                                                                                                                             
|____ | (f) | a person or company of which a majority of the voting
      securities are beneficially owned by, or a majority of the directors are,
      persons or companies described in paragraphs (a) to (e) (and in the case
      of paragraphs (d) or (e), the following information is provided):
|     |     |                                                                                                                                                                                                                                                                                             
|     |     | Length of Relationship                                                                                                                                                                                                                                                                      
|     |     |                                                                                                                                                                                                                                                                                             
|     |     | Prior Business Dealings (if applicable)                                                                                                                                                                                                                                                     
|     |     |                                                                                                                                                                                                                                                                                             

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- 2 -

|     |     | Details of Relationship                                                                                                                                                                                                                           
|---- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |     |                                                                                                                                                                                                                                                   
|____ | (g) | a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons or companies described in paragraphs
      (a) to (e) (and in the case of paragraphs (d) or (e), the following
      information is provided):
|     |     |                                                                                                                                                                                                                                                   
|     |     | Length of Relationship                                                                                                                                                                                                                            
|     |     |                                                                                                                                                                                                                                                   
|     |     | Prior Business Dealings (if applicable)                                                                                                                                                                                                           
|     |     |                                                                                                                                                                                                                                                   
|     |     | Details of Relationship                                                                                                                                                                                                                           

4.       
          The Subscriber
represents and warrants that it is not resident in Saskatchewan.

5.                  For
the purposes hereof, words and phrases used in this representation letter and
which are defined in NI 45-106 shall have the meaning ascribed thereto in NI
45-106.

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

Dated: _______________________, 2006.

| |                          |                                                       
| | ------------------------ | ------------------------------------------------------
| | Print name of Subscriber
| |                          |                                                       
| | By:                      |                                                       
| |                          | Signature                                             
| |                          |                                                       
| |                          | Print name of Signatory (if different from Subscriber)
| |                          |                                                       
| |                          | Title                                                 



---

SCHEDULE E

CERTIFICATE OF U.S. PURCHASER

This form must be completed by United States investors.

A United States investor is any person in the United States
or any U.S. person as defined in Regulation S under the United States
Securities Act of 1933, as amended. This will include (a) any natural person
resident in the United States; (b) any partnership or corporation organized or
incorporated under the laws of the United States; (c) any trust of which any
trustee is a U.S. person; (d) any partnership or corporation organized outside
the United States by a U.S. person principally for the purpose of investing in
securities not registered under the U.S. Securities Act of 1933, unless it is
organized or incorporated, and owned, by accredited investors who are not
natural persons, estates or trusts; (e) any estate of which any executor or
administrator is a U.S. person.

2.                                   The
Investor covenants, represents and warrants to Rockwell Ventures Inc.
(the Issuer) that:

(a) it understands that the Notes have
not been and will not be registered under the U.S. Securities Act and that the
sale contemplated hereby is being made in reliance on the exemption from such
registration requirement provided by Rule 506 of Regulation D;

(b) it acknowledges that it has not
purchased the Notes 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;

(c) it understands and agrees that
there may be material tax consequences to the Investor of an acquisition,
disposition or exercise of any of the Notes. The Issuer gives no opinion and
makes no representation with respect to the tax consequences to the Investor
under United States, state, local or foreign tax law of the undersigneds
acquisition or disposition of such securities. In particular, no determination
has been made whether the Issuer will be a passive foreign investment company
(PFIC) within the meaning of Section 1291 of the United States Internal
Revenue Code;

(d) it understands and agrees that the
financial statements of the Issuer have been prepared in accordance with
Canadian generally accepted accounting principles, which differ in some respects
from United States generally accepted accounting principles, and thus may not be
comparable to financial statements of United States companies;

(e) it understands and acknowledges
that upon the issuance thereof, and until such time as the same is no longer
required under the applicable requirements of the U.S. Securities Act or
applicable state securities laws and regulations, the certificates representing
the Notes will bear a legend in substantially the following form:

The securities represented hereby
have not been and will not be registered under the United States Securities Act
of 1933, as amended (the U.S. Securities Act). The holder hereof, by
purchasing such securities, agrees for the benefit of the Issuer that such
securities may be offered, sold, pledged or otherwise transferred only (a) to
the Issuer, (b) outside the United States in accordance with Rule 904 of
Regulation S under the U.S. Securities Act if applicable, (c) inside the United
Sates (1) pursuant to the exemption from the registration requirements under the
U.S. Securities Act provided by Rule 144 thereunder, if available, and in
accordance with applicable State securities laws, or (2) in a transaction that
does not require registration under the U.S. Securities Act or any applicable
State laws and regulations governing the offer and sale of securities, and the
holder has prior to such sale furnished to the Issuer an opinion of counsel or
other evidence of exemption in form and substance reasonably satisfactory to
Rockwell. Provided that if Rockwell is a foreign issuer as that term is
defined by Regulation S of the U.S. Securities

---

- 2 -

Act at the time of sale, a new
certificate bearing no restrictive legend, delivery of which will constitute
Good Delivery may be obtained form the transfer agent, upon delivery of this
certificate and a duly executed declaration, in form satisfactory to Rockwell
and its transfer agent, to the effect that the sale of the securities
represented hereby is being made in compliance with Rule 904 of Regulation S
under the U.S. Securities Act.

If the Issuer is a foreign issuer
within the meaning of Regulation S under the U.S. Securities Act at the time of
sale, a new certificate, which will constitute good delivery, will be made
available to the Investor upon provision by the Investor to the transfer agent
of a declaration (in the form attached as Appendix A) that the sale of the
securities represented thereby is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act.

(f) it consents to the Issuer making a
notation on its records or giving instruction to the registrar and transfer
agent of the Issuer in order to implement the restrictions on transfer set forth
and described herein;

(g) if an individual, it is a resident
of the state or other jurisdiction listed in its address on the signature page
of the Subscription Agreement, or if the Investor is not an individual, the
office of the Investor at which the Investor received and accepted the offer to
purchase the Issuers Notes is the address listed on the signature page of the
Subscription Agreement.

(h) it has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Notes and it is able to bear the
economic risk of loss of its entire investment;

(i) the Issuer has provided to it the
opportunity to ask questions and receive answers concerning the terms and
conditions of the offering and it has had access to such information concerning
the Issuer as it has considered necessary or appropriate in connection with its
investment decision to acquire the Notes;

(j) it is acquiring the Notes for its
own account, for investment purposes only and not with a view to any resale,
distribution or other disposition of the Notes in violation of the United States
securities laws;

(k) if it decides to offer, sell or
otherwise transfer any of the Notes, it will not offer, sell or otherwise
transfer any of such Notes directly or indirectly, unless

(i)                 
the sale is to the Issuer;

(ii)                  the
sale is made outside the United States in a transaction meeting the requirements
of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with
applicable local laws and regulations;

(iii)                 
the sale is made pursuant to the exemption from the registration requirements
under the U.S. Securities Act provided by Rule 144 thereunder and in accordance
with any applicable state securities or Blue Sky laws; or

(iv)                 
the Notes are sold in a transaction that does not require registration under the
U.S. Securities Act or any applicable state laws and regulations governing the
offer and sale of securities, and, in the case of clauses (ii) or (iv) above, it
has prior to such sale furnished to the Issuer an opinion of counsel or other
evidence of exemption in form and substance reasonably satisfactory to the
Issuer;

(l) It is an accredited investor as
defined in Regulation D by virtue of satisfying one or more of the categories
indicated below (please place your initials on the appropriate line(s)):

| | _______ | Category 1. | A bank, as defined in Section 3(a)(2) of the U.S.
      Securities Act, whether acting in its individual or fiduciary capacity; or
| | ------- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------

---

- 3 -

| | _______ | Category 2.  | A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting
      in its individual or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                                               
| | ------- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 3.  | A broker or dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934; or                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 4.  | An insurance company as defined in Section 2(13) of the
      U.S. Securities Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 5.  | An investment company registered under the Investment
      Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 6.  | A business development company as defined in Section
      2(a)(48) of the Investment Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 7.  | A small business investment company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the
      Small Business Investment Act of 1958; or                                                                                                                                                                                                                                                                                                                                                                       
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 8.  | A plan established and maintained by a state, its
      political subdivision or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, with assets in
      excess of US$5,000,000; or                                                                                                                                                                                                                                                                                                      
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 9.  | An employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974in which the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment advisor, or an employee benefit
      plan with total assets in excess of US$5,000,000 or, if a self-directed
      plan, the investment decisions are made solely by persons who are
      accredited investors; or
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 10. | A private business development company as defined in
      Section 202(a)(22) of the Investment Advisors Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                              
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 11. | An organization described in Section 501(c)(3) of the
      Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust, or a partnership, not formed for the specific
      purpose of acquiring the Notes, with total assets in excess of
      US$5,000,000; or                                                                                                                                                                                                                                                          
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 12. | A director, executive officer or general partner of the
      Issuer; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 13. | A natural person whose individual net worth, or joint net
      worth with that persons spouse, at the time of this purchase exceeds
      US$1,000,000; or                                                                                                                                                                                                                                                                                                                                                                                          
| |         |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | _______ | Category 14. | A natural person who had an individual income in excess
      of US$200,000 in each year of the two most recent years or joint income
      with that persons spouse in excess of US$300,000 in each of those years
      and has a reasonable expectation of reaching the same income level in the
      current year; or                                                                                                                                                                                                                           

---

- 4 -

| | _______ | Category 15. | A trust, with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the securities offered, whose
      purchase is directed by a sophisticated person as described in SEC Rule
      506(b)(2)(ii); or
| | ------- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |              |                                                                                                                                                                                                                                                 
| | _______ | Category 16. | An entity in which each of the equity owners meets the
      requirements of one of the above categories.                                                                                                                                       

ONLY UNITED STATES INVESTORS NEED TO COMPLETE AND SIGN

| |                                        | 
| | -------------------------------------- | 
| | Date                                   | 
| |                                        | 
| | Duly authorized signatory for Investor | 
| |                                        | 
| | (Print name of Investor)               | 

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Appendix A to

CERTIFICATE OF U.S. PURCHASER

Form of Declaration for Removal of Legend

TO:      Registrar and transfer agent
for the Notes of Rockwell Ventures Inc. (Rockwell).

The undersigned (A) acknowledges that the sale of the
securities of Rockwell to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the U.S. Securities Act), and (B) certifies that (1) the
undersigned is not an affiliate of Rockwell (as that term is defined in Rule
405 under the U.S. Securities Act); (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy order
was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believed that the buyer was outside the
United States, or (b) the transaction was executed on or through the facilities
of the TSXV and neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United States; (3)
neither the seller nor any affiliate of the seller nor any person acting on
their behalf has engaged or will engage in any directed selling efforts in the
United States in connection with the offer and sale of such securities; (4) the
sale is bona fide and not for the purpose of washing off the resale
restrictions imposed because the securities are restricted securities (as that
term is defined in Rule 144(a)(3) under the U. S. Securities Act); (5) the
seller does not intend to replace such securities with fungible unrestricted
securities; and (6) the contemplated sale is not a transaction, or part of a
series of transactions, which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act. Terms used herein have the meanings given to them by Regulation
S under the U.S. Securities Act.

Dated _______________200_.

| | X
      _________________________________________________     
| | --------------------------------------------------------------
| | Signature of individual (if Purchaser isan individual)        
| |                                                               
| | X
      _________________________________________________     
| | Authorized signatory (if Purchaser is notan individual)       
| |                                                               
| | Name of Purchaser (please print)                              
| |                                                               
| | Name of authorized signatory (please
      print)             
| |                                                               
| | Official capacity of authorized signatory
      (please print)

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