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ROCKWELL VENTURES INC.

SUBSCRIPTION AGREEMENT FOR UNITS(For United States
Subscribers)

|TO:     | ROCKWELL VENTURES INC.(the Corporation)                                                   
|------- | --------------------------------------------------------------------------------------------
|        |                                                                                             
|AND TO: | WESTWIND PARTNERS INC. and CANACCORD CAPITAL
      INC.(together, the Agents)             
|        |                                                                                             
|AND TO: | WESTWIND PARTNERS (USA) INC. and CANACCORD ADAMS
      INC.(together, the U.S. Affiliates)

The undersigned (the Subscriber) hereby irrevocably
subscribes for and agrees to purchase from the Corporation that number of units
of the Corporation (the Units) set out below at a price of $0.50 per
Unit. Each Unit consists of one common share in the capital of the Corporation
(a Common Share) and one Common Share purchase warrant (a
Warrant). Each Warrant will entitle the holder thereof to purchase one
Common Share (a Warrant Share) at a price of $0.60 during the first
year following the Closing Date (as hereinafter defined) $0.80 during the second
year following the Closing Date and $1.00 during the third year following the
Closing Date (the Exercise Price); provided that, in respect of the
third year the exercise of the Warrant is conditional upon the Corporation
achieving Tier 1 status on the TSX Venture Exchange within the first two years
following the Closing Date. The Subscriber agrees to be bound by the terms and
conditions set forth in the attached Terms and Conditions of Subscription for
Units including without limitation the representations, warranties and
covenants set forth in the applicable schedules attached thereto. The Subscriber
further agrees, without limitation, that the Corporation and the Agents (as
hereinafter defined) may rely upon the Subscribers representations, warranties
and covenants contained in such documents.

|                                                                |  | Number of                                                           
|--------------------------------------------------------------- |  | --------------------------------------------------------------------
|                                                                |  | Units X
      CDN$0.50                                              
|______________________________________                          |  | =                                                                   
|(Name of Subscriber)                                            |  | Aggregate Subscription                                              
|                                                                |  | Price:                                  
      _____________________
|______________________________________                          |  | (the Subscription Price)                                          
|Account Reference (if applicable)                               |  |                                                                     
|                                                                |  |                                                                     
|                                                                |  | **If the Subscriber
      is signing as agent for a principal**     
|Per:
      ___________________________________                  |  | **(Beneficial
      Purchaser) and is not a trust company or**    
|Authorized Signature                                            |  | **portfolio manager,
      in either case, purchasing as trustee**  
|                                                                |  | **or agent for
      accounts fully managed by it, complete the**   
|                                                                |  | **following:**                                                      
|______________________________________                          |  |                                                                     
|Official Capacity of Title  if the
      Subscriber is not an  |  |                                                                     
|individual)                                                     |  | ______________________________________                              
|                                                                |  | (Name of Principal)                                                 
|______________________________________                          |  |                                                                     
|(Name of individual whose signature
      appears above if      |  |                                                                     
|different that the name of the
      subscriber printed         |  | _____________________________________                               
|above.)                                                         |  | (Principal's Address)                                               
|                                                                |  |                                                                     
|______________________________________                          |  | _____________________________________                               
|(Subscribers Address) (Fax                                     |  | (Fax Number)                                                        
|Number)                                                         |  |                                                                     
|______________________________________                          |  | _____________________________________                               
|(Telephone Number) (Email Address)                              |  | (Telephone Number) (Email
      Address)                            
|                                                                |  |                                                                     
|**Registered Shareholder
      Information (if different from** |  | **Delivery
      Instructions as set forth below:**                 
|**Subscriber):**                                                |  |                                                                     
|______________________________________                          |  | _____________________________________                               
|(Name)                                                          |  | (Name)                                                              
|                                                                |  |                                                                     
|______________________________________                          |  | _____________________________________                               
|(Account Reference, if applicable)                              |  | (Account Reference, if
      applicable)                            
|                                                                |  |                                                                     
|______________________________________                          |  | ______________________________________                              
|(Address, including Postal Code)                                |  | (Address)                                                           
|                                                                |  |                                                                     
|                                                                |  | ______________________________________                              
|                                                                |  | (Contact Name) (Telephone
      Number)                             

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The Corporation hereby accepts the subscription for Units as
set forth on the face page of this Subscription Agreement on the terms and
conditions contained in the Subscription Agreement (including all applicable
schedules) this ___ day of _________________, 2006.

| | ROCKWELL VENTURES INC.
| | ----------------------
| |                       
| | Per:                  
| |                       

- 2 -

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

ARTICLE 1- INTERPRETATION

**1.1**               **Definitions**

Whenever used in this Subscription Agreement, unless there is something in the
subject matter or context inconsistent therewith, the following words and
phrases shall have the respective meanings ascribed to them as follows:

Agency Agreement means the agency agreement to be
entered into between each of the Agents and the Corporation in respect of the
Offering.

Agents means Westwind Partners Inc. and Canaccord
Capital Corp., together with any of their affiliates and any other investment
dealers included in the syndicate for the Offering.

Business Day means a day other than a Saturday, Sunday
or any other day on which the principal chartered banks located in Toronto are
not open for business.

Closing shall have the meaning ascribed to such term
in Section 4.1.

Closing Date shall have the meaning ascribed to such
term in Section 4.1.

Closing Time shall have the meaning ascribed to such
term in Section 4.1.

Common Shares shall have the meaning ascribed to such
term on the face page of this Subscription Agreement.

Corporation means Rockwell Ventures Inc. and includes
any successor corporation to or of the Corporation.

Insider means (a) a director or senior officer of the
Corporation, (b) a director or senior officer of a company that is an insider or
subsidiary of the Corporation, or (c) any person who beneficially owns, directly
or indirectly, voting securities of the Corporation or who exercises control or
direction over voting securities of the Corporation or a combination of both
carrying more than 10% of the voting rights attached to all voting securities of
the Corporation for the time being outstanding.

Institutional Accredited Investor means an accredited
investor as such term is defined in Schedule A attached hereto.

Lead Agent means Westwind Partners Inc.

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Offering means the offering of Units for aggregate
proceeds of up to CDN$3,150,000.

person means any individual (whether acting as an
executor, trustee administrator, legal representative or otherwise),
corporation, firm, partnership, sole proprietorship, syndicate, joint venture,
trustee, trust, unincorporated organization or association, and pronouns have a
similar extended meaning.

Securities means, collectively, the Units, the Common
Shares, the Warrants and the Warrant Shares.

Securities Laws means collectively, the securities
laws, instruments, regulations, rules, rulings and orders in the provinces of
British Columbia, Alberta and Ontario, as applicable, the policy statements
issued by the Securities Regulators, and the rules of the TSX-V.

Securities Regulators means the securities regulatory
authorities or securities commissions in the provinces of British Columbia,
Alberta and Ontario.

Subscriber means the subscriber for the Units as set
out on the face page of this Subscription Agreement.

Subscription Agreement means this subscription
agreement (including any schedules hereto) and any instrument amending this
Subscription Agreement; hereof, hereto, hereunder,
herein and similar expressions mean and refer to this Subscription
Agreement and not to a particular Article or Section; and the expression
Article or Section followed by a number means and refers to
the specified Article or Section of this Subscription Agreement.

Subscription Price shall have the meaning ascribed to
such term on the face page of this Subscription Agreement.

Term Sheet means the term sheet delivered to potential
purchasers of Units, a copy of which is attached hereto as Schedule C.

TSX-V means the TSX Venture Exchange.

TSX Approval means the conditional approval of the
Offering by the TSX-V.

Unit shall have the meaning ascribed to such term on
the face page of this Subscription Agreement.

United States means the United States of America, its
territories and possessions, any State of the United States and the District of
Columbia.

U.S. Affiliates means Westwind Partners (USA) Inc. and
Canaccord Adams Inc.

2

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U.S. Person means a U.S. Person as that term is
defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

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

**1.2**               **Gender
and Number**

Words importing the singular number only shall include the plural and vice
versa, words importing the masculine gender shall include the feminine gender
and words importing persons shall include firms and corporations and vice
versa.

**1.3**               **Currency**

Unless otherwise specified, all dollar amounts in this Subscription Agreement,
including the symbol $, are expressed in Canadian dollars.

**1.4**               **Subdivisions,
Headings and Table of Contents**

The division of this Subscription Agreement into Articles, Sections,
Schedules and other subdivisions, the inclusion of headings and the provision of
a table of contents are for convenience of reference only and shall not affect
the construction or interpretation of this Subscription Agreement. The headings
in this Subscription Agreement are not intended to be full or precise
descriptions of the text to which they refer. Unless something in the subject
matter or context is inconsistent therewith, references herein to an Article,
Section, Subsection, paragraph, clause or Schedule are to the applicable
article, section, subsection, paragraph, clause or schedule of this Subscription
Agreement.

ARTICLE 2- SCHEDULES

**2.1**               **Description
of Schedules**

The following are the Schedules attached to and incorporated in this
Subscription Agreement by reference and deemed to be a part hereof:

| | Schedule A - | Certificate of Institutional Accredited  
| | -------------- | -----------------------------------------
| |                | Investor  United States                 
| |                |                                          
| | Schedule B   | Form of Declaration for Removal of Legend
| |                |                                          
| | Schedule C   | Term Sheet                               

ARTICLE 3- SUBSCRIPTION AND DESCRIPTION OF
UNITS

**3.1**               **Subscription
for the Units**

The Subscriber hereby confirms its irrevocable subscription for and offer
to purchase the Units from the Corporation, on and subject to the terms and
conditions set out in this Subscription Agreement, for the Subscription Price
which is payable as described in Article 4 hereto.

3

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**3.2**               **Description
of Units**

Each Unit consists of one Common Share and one Warrant. Subject to the
adjustment provisions contained in the instrument under which the Warrants will
be governed, each Warrant will entitle the holder thereof to purchase one
Warrant Share at a price of $0.60 during the first year following the Closing
Date, $0.80 during the second year following the Closing Date, and $1.00 during
the third year following the Closing Date; provided that, in respect of the
third year the exercise of the Warrant is conditional upon the Corporation
achieving Tier 1 status on the TSX-V within the first two years following the
Closing Date.

**3.3**               **Acceptance
and Rejection of Subscription by the Corporation**

The Subscriber acknowledges and agrees (on its own behalf and, if
applicable, on behalf of those for whom the Subscriber is contracting hereunder,
including each beneficial purchaser) that the Corporation reserves the right, in
its absolute discretion, to reject this subscription for Units, in whole or in
part, at any time prior to the Closing Time. If this subscription is rejected in
whole, any cheques or other forms of payment delivered to the Agent representing
the Subscription Price will be promptly returned to the Subscriber without
interest or deduction. If this subscription is accepted only in part, a cheque
representing any refund of the Subscription Price for that portion of the
subscription for the Units which is not accepted, will be promptly delivered to
the Subscriber without interest or deduction.

ARTICLE 4- CLOSING

**4.1**               **Closing**

Delivery and sale of the Units and payment of the Subscription Price
will be completed (the Closing) at the offices of Stikeman Elliott LLP
at 11:00 a.m. (Toronto time) (the Closing Time) on November[10],2006 or such other place or date or time or in such manner as the
Corporation and the Lead Agent may agree (the Closing Date).

**4.2**               **Conditions
of Closing**

The Subscriber acknowledges and agrees (on its own behalf and, if
applicable, on behalf of those for whom the Subscriber is contracting hereunder,
including each beneficial purchaser) that the obligations of the Corporation
hereunder are conditional on the accuracy of the representations and warranties
of the Subscriber contained in this Subscription Agreement as of the date of
this Subscription Agreement, and as of the Closing Time as if made at and as of
the Closing Time, and the fulfillment of the following additional conditions as
soon as possible and in any event not later than the Closing Time:

| | (a) | unless other arrangements acceptable to the Agents have
      been made, payment by the Subscriber of the Subscription Price by
      certified cheque in Canadian dollars payable to Westwind Partners (USA)
      Inc. or as otherwise directed by the Lead Agent;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                       
| | (b) | the Subscriber having properly completed, signed and
      delivered this Subscription Agreement to:                                                                                                                                                                  

4

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Westwind Partners (USA) Inc. c/o
Westwind Partners Inc. 10th Floor, HSBC Building 70 York
Street, 10th Floor Toronto, Ontario M5J 1S9

Attention: Nick Pocrnic
Fax:      (416) 815-3093;

| | (c) | the Subscriber having properly completed, signed and
      delivered the certificate as set forth in Schedule A hereto, as
      applicable;                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                        
| | (d) | the Subscriber having properly completed, signed and
      delivered to the Corporation such other documents as may be required
      pursuant to terms of this Subscription Agreement;
| |     |                                                                                                                                                                                        
| | (e) | the offer, sale and issuance of the Units being exempt
      from the prospectus and registration requirements of applicable Securities
      Laws; and                                
| |     |                                                                                                                                                                                        
| | (f) | the conditions of closing contained in the Agency
      Agreement being satisfied or waived by the relevant
  party.                                                                   

**4.3**               **Authorization
of the Lead Agent**

The Subscriber (on its own behalf and, if applicable, on behalf of those
for whom the Subscriber is contracting hereunder, including each beneficial
purchaser) irrevocably authorizes the Lead Agent in its discretion, to act as
the Subscribers representative at the Closing, and hereby appoints the Lead
Agent, with full power of substitution, as its true and lawful attorney with
full power and authority in the Subscribers place and stead:

| | (a) | to represent the Subscriber at the Closing, to receive
      certificates representing the Common Shares and Warrants, to execute in
      the Subscribers name and on its behalf all closing receipts and required
      documents, to complete and correct any errors or omissions in any form or
      document provided by the Subscriber in connection with the subscription
      for the Units and to exercise any rights of termination contained in the
      Agency Agreement;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | to extend such time periods and to modify or waive, in
      whole or in part, any representations, warranties, covenants or conditions
      for the Subscribers benefit contained in this Subscription Agreement, and
      the Agency Agreement or any ancillary or related document in its absolute
      discretion;                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | to terminate this Subscription Agreement and/or the
      Agency Agreement in such manner and on such terms and conditions as the
      Lead Agent in its sole discretion may determine; and                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | without limiting the generality of the foregoing, to
      negotiate, settle, execute, deliver and amend the Agency
  Agreement.                                                                                                                                                                                                                                                                                                                                                         

5

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ARTICLE 5- REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION

**5.1**               By
execution of this Subscription Agreement, the Corporation hereby agrees with the
Subscriber that the Subscriber shall have the benefit of the representations and
warranties made by the Corporation to the Agents and set forth in the Agency
Agreement, such representations and warranties shall form an integral part of
this Subscription Agreement and shall survive the Closing of the purchase and
sale of Units and shall continue in full force and effect for the benefit of the
Subscriber in accordance with the Agency Agreement. In the event of conflict
between the provisions of this Subscription Agreement and the provisions of the
Agency Agreement, the provisions of the Agency Agreement shall prevail.

**5.2**               The
Corporation shall indemnify, defend and hold the Subscriber (which term shall,
for the purposes of this Section, include the Subscriber or its shareholders,
managers, partners, directors, officers, members, employees, direct or indirect
investors, agents and affiliates and assignees and the stockholders, partners,
directors, members, managers, officers, employees direct or indirect investors
and agents of such affiliates and assignees) harmless against any and all
liabilities, loss, cost or damage, together with all reasonable costs and
expenses related thereto (including reasonable legal and accounting fees and
expenses), arising from, relating to, or connected with an untrue, inaccurate or
breached statement, representation, warranty or covenant of the Corporation
contained herein or in the Agency Agreement. The Corporation undertakes to
notify the Subscriber immediately of any change in any representation, warranty
or other material information relating to the Corporation set forth in this
Subscription Agreement or in the Agency Agreement which takes place prior to the
Closing Time.

ARTICLE 6- ACKNOWLEDGEMENTS, COVENANTS,
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

**6.1**               **Acknowledgements,
Representations, Warranties and Covenants of the Subscriber**

The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is acting hereunder, hereby represents and warrants to, and covenants
with, the U.S. Affiliates, the Agents and the Corporation as follows and
acknowledges that the U.S. Affiliates, the Agents and the Corporation are
relying on such representations and warranties in connection with the
transactions contemplated herein:

| | (a) | The Subscriber, and (if applicable) each beneficial
      purchaser for whom it is acting, were offered the securities in and are
      resident in the jurisdiction set out on the face page of this Subscription
      Agreement. Such address was not created and is not used solely for the
      purpose of acquiring the Units and the Subscriber and any beneficial
      purchaser was solicited to purchase in such jurisdiction.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | The Subscriber, and (if applicable) any beneficial
      purchaser for whom it is acting, are not resident in Canada or are not
      otherwise subject to the securities laws of any province or territory of
      Canada.                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | The Subscriber, on its own behalf and (if applicable) on
      behalf of any beneficial purchaser for whom it is acting, make the
      representations, warranties and covenants set out in Schedule A to this
      Subscription                                                                                                                                                                                                      

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| |     | Agreement to the Corporation and the Subscriber, and (if
      applicable) any such beneficial purchaser acknowledges that the
      Corporation may be required by law to disclose to certain regulatory
      authorities the identity of each beneficial purchaser of Units for whom it
      is acting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | The Subscriber is an Institutional Accredited Investor
      (as defined in Schedule A attached hereto) and is acquiring the Units
      for its own account or for the account of a beneficial purchaser for whom
      it is acting that is an Institutional Accredited Investor as to which it
      exercises sole investment discretion, and not with a view to any resale,
      distribution or other disposition of the Units in violation of United
      States securities laws or applicable state securities laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | The Subscriber has properly completed, executed and
      delivered within applicable time periods to the Corporation the
      certificate (dated as of the date hereof) set forth in Schedule A to
      this Subscription Agreement and the information contained therein is true
      and correct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | The representations, warranties and covenants contained
      in Schedule A to this Subscription Agreement will be true and correct
      both as of the date of execution of this Subscription Agreement and as of
      the Closing Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | The Subscriber understands that the Units have not been
      and will not be registered under the U.S. Securities Act or any applicable
      state securities laws and that the contemplated sale is being made in
      reliance on a private placement exemption to Institutional Accredited
      Investors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | The Subscriber, on its own behalf and (if applicable) on
      behalf of others for whom it is contracting hereunder, understands and
      acknowledges that the Corporation is under no obligation and has no
      present intention to register the resale of the Units, or the underlying
      Common Shares, Warrants or Warrant Shares, on its behalf under the U.S.
      Securities Act or to assist the Subscriber in complying with an exemption
      from registration therefrom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | The Subscriber understands and acknowledges that if it
      decides to offer, sell or otherwise transfer any of the Securities, such
      Securities may be offered, sold or otherwise transferred only, (i) to the
      Corporation, (ii) outside the United States in accordance with Rule 904 of
      Regulation S under the U.S. Securities Act or (iii) if the sale is made in
      the United States (A) in accordance with Rule 144A under the U.S.
      Securities Act to a person it reasonably believes is a qualified
      institutional buyer(as defined in Rule 144A) that purchases for its own
      account or for the account of a qualified institutional buyer and to
      whom notice is given that the offer, sale or transfer is being made in
      reliance on Rule 144A, or (B) in accordance with the exemption from
      registration under the U.S. Securities Act provided by Rule 144
      thereunder, if available, and in compliance with any applicable state
      securities laws and the seller has furnished to the Corporation an opinion
      to such effect from counsel of recognized standing reasonably satisfactory
      to the Corporation prior to

7

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| |     | such offer, sale or transfer to the effect that such
      legend is no longer required under applicable requirements of the U.S.
      Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (j) | The Subscriber understands, acknowledges and agrees that
      the certificates (and any replacement certificates issued prior to the
      expiration of the applicable hold periods or ownership statements issued
      under a direct registry system or other electronic book entry system)
      representing the Common Shares and Warrants will bear, as of the Closing
      Date, and until such time as the same is no longer required under the
      applicable Securities Laws, a legend substantially in the following form
      and with the necessary information inserted (the Canadian
      Legend):                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT
      IS 4 MONTHS AND A DAY AFTER [INSERT THE CLOSING DATE].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE
      EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX
      VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A
      CANADIAN RESIDENT UNTIL THE DAY THAT IS FOUR MONTHS AFTER THE SECURITIES
      WERE ISSUED FROM TREASURY.                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (k) | In addition to the Canadian Legend, the Subscriber
      understands and acknowledges that upon the original issuance thereof, and
      until such time as the same is no longer required under applicable
      requirements of the U. S. Securities Act or applicable state securities
      laws, certificates representing the Common Shares and the Warrant Shares,
      and all certificates issued in exchange therefor or in substitution
      thereof, shall bear the following legend:                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      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 CORPORATION THAT SUCH SECURITIES MAY BE
      OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
      OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
      UNDER THE U. S. SECURITIES ACT OR (C) WITHIN THE UNITED
      STATES IN ACCORDANCE WITH (I) RULE 144A UNDER THE U.S. SECURITIES
      ACT, OR (II) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE
      U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
      COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND THE SELLER HAS
      FURNISHED TO THE CORPORATION AN OPINION FROM COUNSEL OF RECOGNIZED
      STANDING

8

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| |     | REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO
      SUCH OFFER, SALE OR TRANSFER TO THE EFFECT THAT SUCH LEGEND IS NO LONGER
      REQUIRED UNDER APPLICABLE REQUIREMENTS OF THE U.S. SECURITIES ACT.
      DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN
      SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE
      CORPORATION IS A FOREIGN ISSUER WITHIN THE MEANING OF REGULATION S AT
      THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM
      THE CORPORATIONS TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A
      DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO BOTH THE
      CORPORATIONS TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH
      SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
      U.S. SECURITIES ACT. THE CORPORATION'S TRANSFER AGENT MAY ALSO REQUIRE AN
      OPINION OF COUNSEL IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE
      SECURITIES BY THE HOLDER THEREOF.;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | provided, that if Securities are being sold under
      paragraph (i)(ii) above, and provided that the Corporation is a foreign
      issuer within the meaning of Regulation S at the time of sale, any such
      legend may be removed by providing a declaration to the Corporations
      transfer agent, to the effect set forth in Schedule B hereto (or as the
      Corporation may prescribe from time to time).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (l) | The Subscriber understands and acknowledges that the
      Corporation (i) is not obligated to remain a foreign issuer within the
      meaning of Regulation S, (ii) may not, at the time the Units are sold by
      it or at any other time, be a foreign issuer, and (iii) may engage in one
      or more transactions that could cause the Corporation not to be a foreign
      issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (m) | The subscription for the Units by the Subscriber, or any
      beneficial purchaser for whom it is acting, does not contravene the
      provisions of Regulation D under the U.S. Securities Act applicable to the
      Subscriber and any beneficial purchaser for whom it is acting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (n) | The subscription for the Units by the Subscriber, or any
      beneficial purchaser for whom it is acting, does not contravene any of the
      applicable securities legislation in the jurisdiction in which the
      Subscriber or such beneficial purchaser resides and does not give rise to
      any obligation of the Corporation to prepare and file a prospectus or
      similar document or to register the Common Shares, Warrants or Warrant
      Shares or to be registered with or to file any report or notice with any
      governmental or regulatory authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (o) | The execution and delivery of this Subscription
      Agreement, the performance and compliance with the terms hereof, the
      subscription for the Units and the completion of the transactions
      described herein by the Subscriber or any beneficial purchaser for whom it
      is acting will not                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

9

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| |     | result in any material breach of, or be in conflict with
      or constitute a material default under, or create a state of facts which,
      after notice or lapse of time, or both, would constitute a material
      default under any term or provision of the constating documents, by-laws
      or resolutions of the Subscriber or any beneficial purchaser for whom it
      is acting, the Securities Laws or any other laws applicable to the
      Subscriber or any beneficial purchaser for whom it is acting, any
      agreement to which the Subscriber or any beneficial purchaser for whom it
      is acting is a party, or any judgment, decree, order, statute, rule or
      regulation applicable to the Subscriber or any beneficial purchaser for
      whom it is acting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (p) | In the case of a subscription for the Units by the
      Subscriber acting as trustee or agent (including, for greater certainty, a
      portfolio manager or comparable adviser) for a principal, (i) the
      Subscriber is duly authorized to execute and deliver this Subscription
      Agreement and all other necessary documentation in connection with such
      subscription on behalf of each such beneficial purchaser; (ii) each
      principal is subscribing as principal for its own account, not for the
      benefit of any other person and not with a view to the resale or
      distribution of the Common Shares, Warrants or Warrant Shares; and (iii)
      each of such principals can, and does, make the representations,
      warranties and covenants set out in Schedule A as are applicable to such
      principal by virtue of its jurisdiction of residence or by virtue of being
      subject to the applicable securities legislation of such jurisdiction, and
      this Subscription Agreement has been duly authorized, executed and
      delivered by or on behalf of and constitutes a legal, valid and binding
      agreement of, such principal, and the Subscriber acknowledges that the
      Corporation, the Agents and/or the U.S. Affiliates may be required by law
      to disclose the identity of each beneficial purchaser for whom the
      Subscriber is acting.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (q) | In the case of a subscription for the Units by the
      Subscriber acting as principal, this Subscription Agreement, and all other
      documentation in connection with such subscription, has been duly
      authorized, executed and delivered by, and constitutes a legal, valid and
      binding agreement of, the Subscriber. This Subscription Agreement is
      enforceable in accordance with its terms against the Subscriber and any
      beneficial purchaser on whose behalf the Subscriber is acting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (r) | If the Subscriber is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

10

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to observe and perform its covenants
and obligations hereunder and has obtained all necessary approvals in respect
thereof.

| | (s) | Other than the Agents and the U.S. Affiliates (and any
      group of investment dealers managed by the Agents or the U.S. Affiliates
      for purposes of offering the Units for sale), there is no person acting or
      purporting to act in connection with the transactions contemplated herein
      who is entitled to any brokerage or finders fee. If any person
      establishes a claim that any fee or other compensation is payable in
      connection with this subscription for the Units, the Subscriber covenants
      to indemnify and hold harmless the Corporation and any such registrant
      with respect thereto and with respect to all costs reasonably incurred in
      the defence thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (t) | If required by the Securities Laws or the Corporation,
      the Subscriber will execute, deliver and file or assist the Corporation in
      filing such reports, undertakings and other documents with respect to the
      issue of the Common Shares, Warrants or Warrant Shares as may be required
      by any securities commission, stock exchange or other regulatory
      authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (u) | The Subscriber, and each beneficial purchaser for whom it
      is contracting hereunder, have been advised to consult their own legal
      advisors with respect to the execution, delivery and performance by it of
      this Subscription Agreement and the transactions contemplated by this
      Subscription Agreement, including but not limited to, trading in the
      Securities and with respect to the resale restrictions imposed by the
      Securities Laws and other applicable securities laws, and acknowledges
      that no representation has been made respecting the applicable hold
      periods imposed by the Securities Laws or other resale restrictions
      applicable to such securities which restrict the ability of the Subscriber
      (or others for whom it is contracting hereunder) to resell such
      securities, that the Subscriber (or others for whom it is contracting
      hereunder) is solely responsible to find out what these restrictions are
      and the Subscriber is solely responsible (and the Corporation nor the
      Agent are in any way responsible) for compliance with applicable resale
      restrictions and the Subscriber is aware that it (or beneficial purchasers
      for whom it is contracting hereunder) may not be able to resell such
      securities except in accordance with limited exemptions under the
      Securities Laws and other applicable securities laws.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (v) | The Subscriber has not received or been provided with a
      prospectus, offering memorandum, within the meaning of the Securities
      Laws, or any sales or advertising literature in connection with the
      Offering and the Subscribers decision to subscribe for the Units was not
      based upon, and the Subscriber has not relied upon, any verbal or written
      representations as to facts made by or on behalf of the Corporation or the
      Agent. The Subscribers decision to subscribe for the Units was based
      solely upon the Term Sheet attached hereto as Schedule C and information
      about the Corporation which is publicly available (any such information
      having been obtained by the Subscriber without independent investigation
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

11

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| |      | verification by the Agent) and agrees that the Agent and
      the Agents counsel assume no responsibility or liability of any nature
      whatsoever for the accuracy, adequacy or completeness of the publicly
      available information or as to whether all information concerning the
      Corporation required to be disclosed by the Corporation has been generally
      disclosed and acknowledges that the Agents counsel and the Corporations
      counsel are acting as counsel to the Agents and the Corporation,
      respectively, and not as counsel to the Subscriber.                                                                                            
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (w)  | The Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of its investment in the Units and is able to bear the economic
      risks of such investment.                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (x)  | No person has made any written or oral
      representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (y)  | The Subscriber has not purchased the Units through or as
      a result of any general solicitation or general advertising, as such terms
      are used in Regulation D under the U.S. Securities Act, including without
      limitation, advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media, or broadcast over
      radio or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising and the
      distribution of the Common Shares and Warrants is not being accompanied by
      any such advertisement or as part of a general solicitation.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (z)  | The Subscriber consents to the Corporation making a
      notation on its records or giving instructions to any transfer agent of
      the Securities in order to implement the restrictions on transfer set
      forth and described herein.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (aa) | None of the funds being used to purchase Units are, to
      the Subscribers knowledge, proceeds obtained or derived directly or
      indirectly as a result of illegal activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

**6.2**               **Acknowledgments
of the Subscriber**

The Subscriber, on its own behalf and, if applicable, on behalf of
others for whom it is acting hereunder, acknowledges and agrees as follows:

| | (a) | The Subscriber has received a copy of the Term Sheet
      setting out the principal terms of the Offering.
| | --- | -----------------------------------------------------------------------------------------------------------

12

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| | (b) | The Subscriber acknowledges that the Offering is
      contingent upon satisfaction by the Corporation of the conditions set
      forth in the Agency Agreement, including without limitation, (i) the
      Company also closing on a non-brokered financing of no less than
      $17,850,000, and (ii) the Company completing the Acquisition Transaction
      (as defined in Schedule C hereto), on or before the Closing
  Date.                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | The Subscriber acknowledges that the aggregate gross
      proceeds of the Offering will be up to $3,150,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | No prospectus has been filed with any Securities
      Regulators in connection with the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | No securities commission, agency, governmental authority,
      regulatory body, stock exchange or other regulatory body has reviewed or
      passed on the merits of an investment in the Common Shares, Warrants and
      Warrant Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | The Common Shares, Warrants and Warrant Shares will be
      subject to statutory resale restrictions under the Securities Laws and
      under other applicable securities laws, and the Subscriber covenants that
      it will not resell the Common Shares, Warrants and Warrant Shares except
      in compliance with such laws and the Subscriber acknowledges that it is
      solely responsible (and neither the Corporation nor the Agent are in any
      way responsible) for such compliance. The Corporation may make a notation
      on its records or give instructions to any transfer agent of the Common
      Shares in order to implement such resale restrictions.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (g) | The third year of the term of the Warrants is conditional
      upon the Corporation achieving Tier 1 status on the TSX-V within the first
      two years following the Closing Date. There is no certainty the
      Corporation will achieve this status and hence the Warrants may have a
      term of only two years, in which case, no compensation will be payable to
      the Subscriber.                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (h) | The Corporation may complete additional financings in the
      future in order to develop the business of the Corporation and fund its
      ongoing development, and such future financings may have a dilutive effect
      on current securityholders of the Corporation, including the Subscriber
      but there is no assurance that such financing will be available, on
      reasonable terms or at all, and if not available, the Corporation may be
      unable to fund its ongoing development.                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i) | The Subscribers ability to transfer the Common Shares,
      Warrants and the Warrant Shares is limited by, among other things, the
      Securities Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (j) | The Corporation, the Agents and the U.S. Affiliates are
      relying on the representations, warranties and covenants contained herein
      and in Schedule A attached hereto to determine the Subscribers
      eligibility to subscribe for the Units under the Securities Laws and other
      applicable securities laws and the Subscriber agrees to indemnify the
      Corporation,                                                                                                                                                                                                                                                                                           

13

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| |     | the Agents, the U.S. Affiliates and each of their
      respective directors and officers against all losses, claims, costs,
      expenses, damages or liabilities which any of them may suffer or incur as
      a result of or arising from reliance thereon. The Subscriber undertakes to
      immediately notify the Corporation of any change in any statement or other
      information relating to the Subscriber set forth in such Schedule which
      takes place prior to the Closing Time.                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) | The Agent and/or its directors, officers, employees,
      agents and representatives assume no responsibility or liability of any
      nature whatsoever for the accuracy or adequacy of any publicly available
      information concerning the Corporation or as to whether all information
      concerning the Corporation that is required to be disclosed or filed by
      the Corporation under the Securities Laws or any other applicable laws has
      been so disclosed or filed.                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) | The Corporation is relying on an exemption from the
      requirement to provide the Subscriber with a prospectus under the
      Securities Laws and, as a consequence of acquiring the Common Shares,
      Warrants and the Warrant Shares pursuant to such exemption, certain
      protections, rights and remedies provided by the Securities Laws will not
      be available to the Subscriber.                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | The Subscriber, and each beneficial purchaser for whom it
      is contracting hereunder, is responsible for obtaining such legal and tax
      advice as it considers appropriate in connection with the execution,
      delivery and performance of this Subscription Agreement and the
      transactions contemplated under this Subscription Agreement. The
      Subscriber, and each beneficial purchaser, is not relying on the
      Corporation, the Agent or their respective affiliates or counsel in this
      regard. The Subscriber, and each beneficial purchaser for whom it is
      contracting hereunder, acknowledges that the Agents counsel and the
      Corporations counsel are acting as counsel to the Agents and the
      Corporation, respectively, and not as counsel to the Subscriber.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (n) | There is no government or other insurance covering the
      Common Shares, Warrants or Warrant Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (o) | There are risks associated with the purchase of the
      Common Shares, Warrants or Warrant Shares and the Subscriber and any
      beneficial purchaser for whom it is acting may lose his, her or its entire
      investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (p) | The Subscriber acknowledges and agrees that as the sale
      of the Units will not be qualified by a prospectus, such sale and issuance
      is subject to the condition that the Subscriber or (if applicable) each
      beneficial purchaser for whom it is acting, sign and return to the
      Corporation all relevant documentation required by the Securities
    Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (q) | The Subscriber acknowledges and agrees that the
      Corporation may be required to provide the Securities Regulators with a
      list setting forth the identities of the beneficial purchasers of the
      Units. Notwithstanding that                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

14

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the Subscriber may be purchasing Units as agent on behalf of an
undisclosed principal, the Subscriber agrees to provide, on request, particulars
as to the identity of such undisclosed principal as may be required by the
Corporation in order to comply with the foregoing.

**6.3**               **Reliance
on Representations, Warranties, Covenants and Acknowledgements**

The Subscriber acknowledges and agrees that the representations,
warranties, covenants and acknowledgements made by the Subscriber in this
Subscription Agreement are made with the intention that they may be relied upon
by the Corporation, the U.S. Affiliates and the Agents in determining the
Subscribers eligibility (and, if applicable, the eligibility of others for whom
the Subscriber is contracting hereunder) to purchase the Units under the
Securities Laws or other applicable securities laws. The Subscriber further
agrees that by accepting the Units, the Subscriber shall be representing and
warranting that such representations, warranties, acknowledgements and covenants
are true as at the Closing Time with the same force and effect as if they had
been made by the Subscriber at the Closing Time and that they shall survive the
purchase by the Subscriber of the Units and shall continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of any of
the Common Shares, Warrants or Warrant Shares.

ARTICLE 7- SURVIVAL OF REPRESENTATIONS, WARRANTIES
AND COVENANTS

**7.1**               **Survival
of Representations, Warranties and Covenants of the Corporation**

The representations, warranties, acknowledgements and
covenants of the Corporation contained in this Subscription Agreement shall
survive the Closing and, notwithstanding such Closing or any investigation made
by or on behalf of the Subscriber with respect thereto, shall continue in full
force and effect for the benefit of the Subscriber and the Agents and the U.S.
Affiliates.

**7.2**               **Survival
of Representations, Warranties and Covenants of the Subscriber**

The representations, warranties, acknowledgements and covenants of the
Subscriber contained in this Subscription Agreement shall survive the Closing
and, notwithstanding such Closing or any investigation made by or on behalf of
the Corporation with respect thereto, shall continue in full force and effect
for the benefit of the Corporation, the Agents and the U.S. Affiliates.

15

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ARTICLE 8 COMMISSION

**8.1**               The
Subscriber understands that in connection with the issue and sale of the Units
pursuant to the Offering the Agents will receive from the Corporation on
Closing, a cash commission equal to 6% of the aggregate Subscription Price. No
other fee or commission is payable by the Corporation in connection with the
completion of the Offering. However, the Corporation will pay certain fees and
expenses of the Agent in connection with the Offering, as set out in the Agency
Agreement.

ARTICLE 9MISCELLANEOUS

**9.1**               **Further
Assurances**

Each of the parties hereto upon the request of each of the other parties
hereto, whether before or after the Closing Time, shall do, execute, acknowledge
and deliver or cause to be done, executed, acknowledged and delivered all such
further acts, deeds, documents, assignments, transfers, conveyances, powers of
attorney and assurances as may reasonably be necessary or desirable to complete
the transactions contemplated herein.

**9.2**               **Notices**

| | (a) | Any notice, direction or other instrument required or
      permitted to be given to any party hereto shall be in writing and shall be
      sufficiently given if delivered personally, or transmitted by facsimile
      tested prior to transmission to such party, as follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                   
| |     | (i)                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   
| |     | (ii)                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                   

16

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Attention: Michael Dorfman
Fax:      (416) 815-1808;

with a copy to:

Stikeman Elliott LLP 5300 Commerce
Court West 199 Bay Street Toronto, ON M5L 1B9

Attention: Jay C. Kellerman
Fax:      (416) 947-0866

| | (b) | Any such notice, direction or other instrument, if
      delivered personally, shall be deemed to have been given and received on
      the day on which it was delivered, provided that if such day is not a
      Business Day then the notice, direction or other instrument shall be
      deemed to have been given and received on the first Business Day next
      following such day and if transmitted by fax, shall be deemed to have been
      given and received on the day of its transmission, provided that if such
      day is not a Business Day or if it is transmitted or received after the
      end of normal business hours then the notice, direction or other
      instrument shall be deemed to have been given and received on the first
      Business Day next following the day of such transmission.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | Any party hereto may change its address for service from
      time to time by notice given to each of the other parties hereto in
      accordance with the foregoing provisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

**9.3**               **Time
of the Essence**

Time shall be of the essence of this Subscription Agreement and every part
hereof.

**9.4**               **Costs
and Expenses**

Except as otherwise provided in the Agency Agreement in respect of the Agent,
all costs and expenses (including, without limitation, the fees and
disbursements of legal counsel) incurred in connection with this Subscription
Agreement and the transactions herein contemplated shall be paid and borne by
the party incurring such costs and expenses.

**9.5**               **Applicable
Law**

This Subscription Agreement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the Province of
Ontario. Any and all disputes arising under this Subscription Agreement, whether
as to interpretation, performance or otherwise, shall be subject to the
non-exclusive jurisdiction of the courts of the Province of Ontario and each of
the parties hereto hereby irrevocably attorns to the jurisdiction of the courts
of the Province of Ontario.

17

---

**9.6**               **Entire Agreement**

This Subscription Agreement, including the Schedules hereto, constitutes
the entire agreement between the parties hereto with respect to the transactions
contemplated herein and cancels and supersedes any prior understandings,
agreements, negotiations and discussions between the parties. There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements or understandings, express or implied, between the parties hereto
other than those expressly set forth in this Subscription Agreement or in any
such agreement, certificate, affidavit, statutory declaration or other document
as set out in this Subscription Agreement. This Subscription Agreement may not
be amended or modified in any respect except by written instrument executed by
each of the parties hereto.

**9.7**               **Counterparts**

This Subscription Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same Subscription Agreement. Counterparts may be
delivered either in original or faxed form and the parties adopt any signature
received by a receiving fax machine as original signatures of the parties.

**9.8**               **Assignment**

This Subscription Agreement may not be assigned by either party except with the
prior written consent of the other parties hereto.

**9.9**               **Enurement**

This Subscription Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, successors
(including any successor by reason of the amalgamation or merger of any party),
administrators and permitted assigns.

18

---

**9.10**              **Acceptance**

The Corporation hereby accepts the subscription for Units as
  set forth on the face page of this Subscription Agreement on the terms and conditions
  contained in the Subscription Agreement (including all applicable schedules)
  this day of _________________, 2006.

| | ROCKWELL VENTURES INC.
| | ----------------------
| |                       
| | Per:                  
| |                       

19

---

SCHEDULE A

UNITED STATES INSTITUTIONAL ACCREDITED INVESTOR
CERTIFICATE

The Subscriber hereby represents, warrants and certifies to
Corporation that the Subscriber (or its disclosed principal) is an institutional
accredited investor as defined in Rule 501(a)(1)(2)(3) or (7) of Regulation D
under the U.S. Securities Act by virtue of being: [check appropriate
boxes]

|_____ | Any bank as defined in Section 3(a)(2) of the U.S.
      Securities Act or any 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; any broker dealer registered
      pursuant to Section 15 of the United States Securities Exchange Act of
      1934; any insurance company as defined in Section 2(13) of the U.S.
      Securities Act; any investment company registered under the Investment
      Company Act of 1940 or a business development company as defined in
      Section 2(a)(48) of that Act; any 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; any plan established and
      maintained by a state, its political subdivisions, or any agency or
      instrumentality of a state or its political subdivisions, for the benefit
      of its employees, if such plan has total assets in excess of US$5,000,000;
      any employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974, if 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 adviser, or if the employee benefit plan has total assets in
      excess of US$5,000,000, or, if a self-directed plan, with investment
      decisions made solely by persons that are accredited investors within the
      meaning assigned in Rule 501(a) of Regulation D under the U.S. Securities
      Act;
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|_____ | Any private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|_____ | Any organization described in Section 501(c)(3) of the
      Internal Revenue Code, corporation, Massachusetts or similar business
      trust, or partnership, not formed for the specific purpose of acquiring
      the securities offered, with total assets in excess of US$5,000,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|_____ | Any 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, being defined as a
      person who has such knowledge and experience in financial and business
      matters that he or she is capable of evaluating the merits and risks of
      the prospective investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

A-1

---

The foregoing representations contained in this certificate are
true and accurate as of the date hereof and will be true and accurate as of the
Closing Date. If any such representations shall not be true and accurate prior
to the Closing Date, the Subscriber shall give immediate notice to the
Corporation and the Agent.

EXECUTED by the Subscriber at __________________ this
_______ day of __________________, 2006.

|If a corporation, partnership or other    |  | If an individual:        
|----------------------------------------- |  | -------------------------
|entity:                                   |  |                          
|                                          |  |                          
|                                          |  |                          
|Print Name of Subscriber                  |  | Print Name               
|                                          |  |                          
|Signature of Authorized Signatory         |  | Signature                
|                                          |  |                          
|Name and Position of Authorized Signatory |  | Jurisdiction of Residence
|                                          |  |                          
|Jurisdiction of Residence                 |  | Print Name of Witness    
|                                          |  |                          
|                                          |  | Signature of Witness     

A-2

---

SCHEDULE B

FORM OF DECLARATION FOR REMOVAL OF LEGEND

|TO: | Registrar and transfer agent for
      the Common Shares, Warrants and Warrant Shares of ROCKWELL VENTURES
      INC. (the Issuer):
|--- | -------------------------------------------------------------------------------------------------------------------------------------

The undersigned (A) acknowledges that the sale of the securities of the Issuer
represented by certificate number(s) _______________________, 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) it is not an affiliate (as defined in Rule
405 under the U.S. Securities Act) of the Issuer (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 an applicable Canadian stock exchange designated in
Regulation S 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 person acting on its behalf engaged or will be
engaged in any directed selling efforts 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 such term is defined in Rule 144(a)(3) under the U.S. Securities
Act), (5) the seller does not intend to replace the securities sold in reliance
on Section 904 of the U.S. Securities Act 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: __________________________ |                                                                                                                                             
|--------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|                                  | (Name of Holder  please print)                                                                                                             
|                                  |                                                                                                                                             
|                                  |                                                                                                                                             
|                                  | (Authorized Signature)                                                                                                                      
|                                  |                                                                                                                                             
|                                  |                                                                                                                                             
|                                  | (Official Capacity  please print)                                                                                                          
|                                  |                                                                                                                                             
|                                  |                                                                                                                                             
|                                  | (please print here the name of the individual
      whose signature appears above, if different from the name of holder
      printed above)

B-1

---

SCHEDULE C 
  TERM SHEET

ROCKWELL VENTURES INC.$3,150,000

|BEST
      EFFORTS PRIVATE PLACEMENT OFFERING OF $3,150,000
|-------------------------------------------------------------

|Issuer:                         | Rockwell Ventures Inc. (the Company).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Offering:                       | $3,150,000 of units (the Units). Each Unit is comprised
      of one common share in the capital of the Company (Common Share) and one
      Common Share purchase warrant (Common Share Purchase Warrant).                                                                                                                                                                                                                                                                                                                                                
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Common Share Purchase Warrants: | Each Common Share Purchase Warrant will entitle the
      holder to buy one Common Share at the exercise price of $0.60 during the
      first year from completion of the financing, $0.80 during the second year
      and at an exercise price of $1.00 during the third year. The three year
      term of the warrants is conditional upon Rockwell achieving Tier 1 status
      on the TSX Venture Exchange within the first two years.                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Type of Transaction:            | Best Efforts offering by way of private placement
      subject to the terms and conditions of the agency agreement. The offering
      is subject to the private placement requirements of the provinces of
      Ontario, Alberta and British Columbia, including completion of appropriate
      forms and private placement commitment letters. The Units may be sold in
      the United States by private placement and will be available for re-sale
      under Rule 904 of Regulation S or Rule 144 of the United States Securities
      Act of 1933.
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Offering Price:                 | $0.50 per Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Use of Proceeds:                | To acquire the interests and / or rights in four alluvial
      diamond properties in Southern Africa, as described in the June 30, 2006
      Press Release issued by the Company (the Acquisition Transaction),
      exploration and development of these projects, other acquisitions, general
      working purposes and corporate development.                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Agents:                         | Westwind Partners Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                | Canaccord Capital Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Closing Date:                   | On or about November 10, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Eligibility:                    | Eligible under the usual statutes and for RRSPs, RRIFs,
      RESPs and DPSPs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Listing:                        | The Common Shares currently trade on the TSX Venture
      Exchange under the symbol RVI. An application will be made to list the
      Common Shares issued on the exchange of the Units (and the warrants) on
      the TSX-V.                                                                                                                                                                                                                                                                                                                               

---

|Jurisdiction:     | The offering will be made pursuant to private placement
      exemptions (excluding exemptions that require the use of an offering
      memorandum) in Ontario, Alberta and British Columbia (the Qualifying
      Jurisdictions) and to institutional accredited investors and qualified
      institutional buyers in the United States that satisfy the requirements of
      Rule 501(a)(1), (2), (3) and (7) of Regulation D under the United States
      Securities Act of 1933, as amended (the U.S. Securities Act).                                            
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                  | In the United Kingdom the Units will be offered only to
      persons who are both (i) Qualified investors within the meaning of
      Section 86(7) of the United Kingdom Financial Services and Markets Act
      2000 (FSMA) and acting as principals or in circumstances where Section
      86(2) FSMA applies; and also (ii) within the categories of persons
      referred to in Article 19 Investment Professionals) or Article 49 (High
      net worth companies, etc.) of the Financial Services and Markets Act 2000
      (Financial Promotions) Order 2005.
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Agency Agreement: | The parties will negotiate in good faith a definitive
      agency agreement containing customary terms and conditions for
      transactions comparable to the offering, including a broad disaster-out,
      material adverse charge-out, market-out, litigation-out and
      regulatory-out. The Company shall obtain any regulatory and other
      consents which may be required to permit the offering as a condition to
      closing.                                                                                                                    
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Hold Period:      | In Canada, the Units and the securities issuable
      thereunder will be subject to a hold period of four months in applicable
      jurisdictions calculated from the closing of the offering. In the United
      States, the Securities will be restricted securities as defined in Rule
      144 under the U.S. Securities Act.                                                                                                                                                                                                                                       

---

ROCKWELL VENTURES INC.

SUBSCRIPTION AGREEMENT FOR UNITS(For Ontario,
Alberta, British Columbia and Offshore Subscribers)

|TO:     | ROCKWELL VENTURES INC.
|------- | ----------------------
|        |                       
|AND TO: | WESTWIND PARTNERS INC.

The undersigned (the Subscriber) hereby irrevocably
subscribes for and agrees to purchase from Rockwell Ventures Inc. (the
Corporation) that number of units of the Corporation (the
Units) set out below at a price of $0.50 per Unit. Each Unit consists
of one common share in the capital of the Corporation (a Common Share)
and one Common Share purchase warrant (a Warrant). Each Warrant will
entitle the holder thereof to purchase one Common Share (a Warrant
Share) at a price of $0.60 during the first year following the Closing Date
(as hereinafter defined) $0.80 during the second year following the Closing Date
and $1.00 during the third year following the Closing Date (the Exercise
Price); provided that, in respect of the third year the exercise of the
Warrant is conditional upon the Corporation achieving Tier 1 status on the TSX
Venture Exchange within the first two years following the Closing Date. The
Subscriber agrees to be bound by the terms and conditions set forth in the
attached Terms and Conditions of Subscription for Units including without
limitation the representations, warranties and covenants set forth in the
applicable schedules attached thereto. The Subscriber further agrees, without
limitation, that the Corporation and the Agents (as hereinafter defined) may
rely upon the Subscribers representations, warranties and covenants contained
in such documents.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as
applicable, in the space provided below

(Name of Subscriber)Number of
      Units
      X
      $0.50Account Reference (if
    
    =applicable)      
      _____________________________Aggregate
      SubscriptionPrice:                                     
      _____________________By:
    
    (the
      Subscription Price)____________________________________Authorized Signature________________________________________
    
    **If the
      Subscriber is signing as agent for a
      principal**       **(beneficial**
      **purchaser) and is not purchasing as
      trustee**       **or
      agent for accounts** **fully managed by it, complete
      the**       **following:**Official Capacity of
      Title  if the Subscriber is not anindividual)
    
    ________________________________________________________________________________
    
    (Name of
      Principal)(Name of individual
      whose signature appears above ifdifferent that the
      name of the subscriber printed above.)
    
    ________________________________________________________________________________
    
    (Principals
      Address)(Subscribers
      Address, including Municipality
      and        Province)________________________________________
    
    ________________________________________________________________________________(Telephone
      Number)                      
      (EmailAddress)**Registered
      Shareholder Information (if**
    
    **Delivery
      Instructions as set forth below:****different
      from Subscriber):**(Name)
    
    (Name)(Account Reference,
      if applicable)
    
    (Account
      Reference, if applicable)(Address, including
      Postal Code)
    
    (Address)(Contact
      Name) (Telephone Number)1. State whether
      Subscriber is an Insider (as such term isNumber and kind of
      securities of the Corporation held,
    
    hereinafter
      defined) of the Corporation:directly or
      indirectly, if any:


---

|________________________________________ |  | Yes   [  
      ]    No    [   ]
|---------------------------------------- |  | --------------------------------
|                                         |  |                                 
|________________________________________ |  |                                 
|                                         |  |                                 

---

|Subscriber Information                                              |  | Subscriber Information                                                 
|------------------------------------------------------------------- |  | -----------------------------------------------------------------------
|                                                                    |  |                                                                        
|(1) The Subscriber, if not an individual, either: [CHECK            |  | (3) The Subscriber either: [CHECK
      APPROPRIATE]                   
|APPROPRIATE]                                                        |  |                                                                        
|                                                                    |  | _____IS AN INSIDERof the Corporation, as
      defined in the          
|_____   has previously filed with the TSX Venture
      Exchange    |  | TSX Venture Exchange policies, namely:                                 
|a Form
      4C, Corporate Placee Registration Form, and            |  | (i)      a
      director or senior officer of the Corporation;        
|represents and warrants that there has been no                      |  | (ii)     a
      director or senior officer of a company that is an    
|change
      to any of the information in the Form 4C               |  | Insider or subsidiary of the Corporation;                              
|previously filed with the TSX Venture Exchange up                   |  | (iii)    a person that
      beneficially owns or controls, directly or
|to the
      date of this Agreement;                                |  | indirectly, voting shares carrying more than 10% of the                
|                                                                    |  | voting rights attached to all outstanding voting shares                
|OR                                                                  |  | of
      the Corporation;                                              
|                                                                    |  | (iv)    the Corporation
      itself, if it holds any of its own       
|_____   hereby delivers to the Corporation a duly
      signed and  |  | securities;                                                            
|completed Form 4C Corporate Placee Registration                     |  |                                                                        
|Form, in
      the form attached hereto as Schedule D             |  | OR                                                                     
|for
      filing with the TSX Venture Exchange.                     |  |                                                                        
|                                                                    |  | _____IS NOT AN INSIDERof the Corporation                               
|(2)        The
      Subscriber either: [CHECK APPROPRIATE]         |  |                                                                        
|                                                                    |  |                                                                        
|_____    owns directly or indirectly, or
      exercises control or |  | (4) After the purchase of Securities subscribed for
      under this   
|direction over, NO common shares or securities                      |  | Agreement, the Subscriber either: [CHECK
      APPROPRIATE]            
|convertible into common shares in the capital of the                |  |                                                                        
|Corporation (excluding Common Shares or                             |  | _____WILL BENEFICIALLY OWNor control more
      than 5%                
|securities exchangeable for Common Shares                           |  | of
      the post-Closing outstanding Common Shares of the             
|****subscribed for herein);                                         |  | Corporation;                                                           
|                                                                    |  |                                                                        
|OR                                                                  |  | OR                                                                     
|                                                                    |  |                                                                        
|_____    owns directly or indirectly, or
      exercised control or |  | _____WILL NOT BENEFICIALLY OWNor control
      more                    
|****direction over [fill in number]Common                           |  | than 5% of the post-Closing outstanding Common                         
|****Shares and convertible securities entitling the                 |  | Shares of the Corporation.                                             
|****Subscriber to acquire an additional [fill                       |  |                                                                        
|in
      number]Common Shares in the capital of the                 |  |                                                                        
|Corporation (excluding Securities exchangeable for                  |  |                                                                        
|Common
      Shares subscribed for herein).                         |  |                                                                        

1

---

|HAVE
      YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY?                                                                                                                                                                                                                                       
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                     
|The
        following items in this Subscription Agreement must be completed. Please
        initial each applicable box. If theSubscriber is acting on behalf
        of more than one disclosed principal, a separate subscription agreement
        must becompleted for each disclosed principal.
|                                                                                                                                                                                                                                                                                                     
|All
        Subscribers                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                     
|Subscribers
        resident in a jurisdiction of Canada purchasing as accredited investors                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                     
|Subscribers
        in a jurisdiction outside of Canada                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                     
|You may not change any part of this agreement without
        the consent of the Corporation.                                                                                                                                                                                                        

1

---

TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

ARTICLE 10- INTERPRETATION

**10.1**               **Definitions**

Whenever used in this Subscription Agreement, unless there is something in the
subject matter or context inconsistent therewith, the following words and
phrases shall have the respective meanings ascribed to them as follows:

Agency Agreement means the agency agreement to be
entered into between the Agents and the Corporation in respect of the
Offering.

Agents means Westwind Partners Inc. and Canaccord
Capital Inc. together with any of their affiliates and any other investment
dealers included in the syndicate for the Offering.

Business Day means a day other than a Saturday, Sunday
or any other day on which the principal chartered banks located in Toronto are
not open for business.

Closing shall have the meaning ascribed to such term
in Section 4.1.

Closing Date shall have the meaning ascribed to such
term in Section 4.1.

Closing Time shall have the meaning ascribed to such
term in Section 4.1.

Common Shares shall have the meaning ascribed to such
term on the face page of this Subscription Agreement.

Corporation means Rockwell Ventures Inc. and includes
any successor corporation to or of the Corporation.

Exercise Price shall have the meaning ascribed to such
term on the face page of this Subscription Agreement.

Insider means (a) a director or senior officer of the
Corporation, (b) a director or senior officer of a company that is an insider or
subsidiary of the Corporation, or (c) any person who beneficially owns, directly
or indirectly, voting securities of the Corporation or who exercises control or
direction over voting securities of the Corporation or a combination of both
carrying more than 10% of the voting rights attached to all voting securities of
the Corporation for the time being outstanding.

Lead Agent means Westwind Partners Inc.

1

---

Offering means the offering of Units pursuant to the
Agency Agreement for aggregate proceeds of up to $3,150,000.

person means any individual (whether acting as an
executor, trustee administrator, legal representative or otherwise),
corporation, firm, partnership, sole proprietorship, syndicate, joint venture,
trustee, trust, unincorporated organization or association, and pronouns have a
similar extended meaning.

Securities means, collectively, the Units, the Common
Shares, the Warrants and the Warrant Shares.

Securities Laws means the securities laws,
instruments, regulations, rules, rulings and orders in the provinces of Ontario,
Alberta and British Columbia, as applicable, the policy statements issued by the
Securities Regulators, and the rules of the TSX-V.

Securities Regulators means the Ontario Securities
Commission, the Alberta Securities Commission and the British Columbia
Securities Commission.

Subscriber means the subscriber for the Units as set
out on the face page of this Subscription Agreement.

Subscription Agreement means this subscription
agreement (including any schedules hereto) and any instrument amending this
Subscription Agreement; hereof, hereto, hereunder,
herein and similar expressions mean and refer to this Subscription
Agreement and not to a particular Article or Section; and the expression
Article or Section followed by a number means and refers to
the specified Article or Section of this Subscription Agreement.

Subscription Price shall have the meaning ascribed to
such term on the face page of this Subscription Agreement.

Term Sheet means the term sheet delivered to potential
purchasers of Units, a copy of which is attached hereto as Schedule C.

TSX-V means the TSX Venture Exchange.

TSX Approval means the conditional approval of the
Offering by the TSX-V.

United States means the United States of America, its
territories and possessions, any State of the United States and the District of
Columbia.

Unitsshall have the meaning ascribed to such term on
the face page of this Subscription Agreement.

2

---

U.S. Person means a U.S. Person as that term is
defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

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

Warrants shall have the meaning ascribed to such term
on the face page of this Subscription Agreement.

Warrant Shares shall have the meaning ascribed to such
term on the face page of this Subscription Agreement.

**10.2**               **Gender and Number**

Words importing the singular number only shall include the
plural and vice versa, words importing the masculine gender shall include the
feminine gender and words importing persons shall include firms and corporations
and vice versa.

**10.3**               **Currency**

Unless otherwise specified, all dollar amounts in this
Subscription Agreement, including the symbol $, are expressed in Canadian
dollars.

**10.4**               **Subdivisions,
Headings and Table of Contents**

The division of this Subscription Agreement into Articles, Sections,
Schedules and other subdivisions, the inclusion of headings and the provision of
a table of contents are for convenience of reference only and shall not affect
the construction or interpretation of this Subscription Agreement. The headings
in this Subscription Agreement are not intended to be full or precise
descriptions of the text to which they refer. Unless something in the subject
matter or context is inconsistent therewith, references herein to an Article,
Section, Subsection, paragraph, clause or Schedule are to the applicable
article, section, subsection, paragraph, clause or schedule of this Subscription
Agreement.

ARTICLE 11- SCHEDULES

**11.1**               **Description
of Schedules**

The following are the Schedules attached to and incorporated in this
Subscription Agreement by reference and deemed to be a part hereof:

| | Schedule A | Accredited Investor Certificate                                                                                                
| | ------------ | -------------------------------------------------------------------------------------------------------------------------------
| |              |                                                                                                                                
| | Schedule B | Certificate  Additional Representations, Warranties and
      Covenants for Non-Canadian Subscribers (other than U.S. Persons)
| |              |                                                                                                                                
| | Schedule C | Term Sheet                                                                                                                     
| |              |                                                                                                                                
| | Schedule D | TSX Venture Exchange Form 4C  Corporate Placee
      Information Form                                                         

3

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ARTICLE 12- SUBSCRIPTION AND DESCRIPTION OF
UNITS

**12.1**               **Subscription
for the Units**

The Subscriber hereby confirms its irrevocable subscription for and offer
to purchase the Units from the Corporation, on and subject to the terms and
conditions set out in this Subscription Agreement, for the Subscription Price
which is payable as described in Article 4 hereto.

**12.2**               **Description
of Units**

Each Unit consists of one Common Share and one Warrant. Subject to the
adjustment provisions contained in the instrument under which the Warrants will
be governed, each Warrant will entitle the holder thereof to purchase one
Warrant Share at a price of $0.60 during the first year following the Closing
Date, $0.80 during the second year following the Closing Date, and $1.00 during
the third year following the Closing Date; provided that, in respect of the
third year the exercise of the Warrant is conditional upon the Corporation
achieving Tier 1 status on the TSX-V within the first two years following the
Closing Date.

**12.3**               **Acceptance and Rejection of Subscription by the Corporation**

The Subscriber acknowledges and agrees (on its own
behalf and, if applicable, on behalf of those for whom the Subscriber is
contracting hereunder, including each beneficial purchaser) that the Corporation
reserves the right, in its absolute discretion, to reject this subscription for
Units, in whole or in part, at any time prior to the Closing Time. If this
subscription is rejected in whole, any cheques or other forms of payment
delivered to the Agent representing the Subscription Price will be promptly
returned to the Subscriber without interest or deduction. If this subscription
is accepted only in part, a cheque representing any refund of the Subscription
Price for that portion of the subscription for the Units which is not accepted,
will be promptly delivered to the Subscriber without interest or deduction.

ARTICLE 13- CLOSING

**13.1**               **Closing**

Delivery and sale of the Units and payment of the Subscription Price will be
completed (the Closing) at the offices of Stikeman Elliott LLP at 11:00 a.m.
(Toronto time) (the Closing Time) on November [10], 2006 or such other
place or date or time or in such manner as the Corporation and the Agents may
agree (the Closing Date).

**13.2**               **Conditions of Closing**

The Offering is conditional upon, among other
things, the Corporation obtaining TSX-V Approval prior to the Closing Date.

The Subscriber acknowledges and agrees that as the sale
of the Units will not be qualified by a prospectus, such sale and issuance is
subject to the condition that the Subscriber (or, if applicable, any others for
whom it is contracting hereunder, including each beneficial purchaser) sign and
return to the Corporation and/or the Agents all relevant documentation required
by the Securities Laws. The Subscriber acknowledges and agrees that the Agents

4

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and/or the Corporation may be required to provide the
Securities Regulators with a list setting forth the identities of the beneficial
purchasers of the Units. Notwithstanding that the Subscriber may be purchasing
Units as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Corporation in order to comply with the
foregoing.

The Subscriber acknowledges and agrees (on its own behalf and, if
applicable, on behalf of those for whom the Subscriber is contracting hereunder,
including each beneficial purchaser) that the obligations of the Corporation
hereunder are conditional on the truth and accuracy of the representations and
warranties of the Subscriber contained in this Subscription Agreement as of the
date of this Subscription Agreement, and as of the Closing Time as if made at
and as of the Closing Time, and the fulfillment of the following additional
conditions as soon as possible and in any event not later than the Closing
Time:

| | (a) | the Corporation accepts the Subscribers subscription in
      whole or in part;                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                
| | (b) | unless other arrangements acceptable to the Agent have
      been made, payment by the Subscriber of the Subscription Price by
      certified cheque in Canadian dollars payable to Westwind Partners Inc.
      or as otherwise directed by the Lead Agent;
| |     |                                                                                                                                                                                                                                                                
| | (c) | the Subscriber having properly completed, signed and
      delivered this Subscription Agreement to:                                                                                                                                                           

Westwind Partners Inc. 70 York
Street, 10th Floor Toronto, Ontario M5J 1S9

Attention: Nick Pocrnic Fax: (416)
815-3093;

| | (d) | the Subscriber having properly completed, signed and
      delivered the certificate as set forth in Schedule A or B hereto, as
      applicable;                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                        
| | (e) | the Subscriber having properly completed, signed and
      delivered to the Corporation such other documents as may be required
      pursuant to terms of this Subscription Agreement;
| |     |                                                                                                                                                                                        
| | (f) | the offer, sale and issuance of the Units being exempt
      from the prospectus and registration requirements of applicable Securities
      Laws; and                                
| |     |                                                                                                                                                                                        
| | (g) | the conditions of closing contained in the Agency
      Agreement being satisfied or waived by the relevant
  party.                                                                   

**13.3**               **Authorization
of the Lead Agent**

The Subscriber irrevocably authorizes the Lead Agent in its discretion, to
act as the Subscribers representative at the Closing, and hereby appoints the
Lead Agent, with full power of substitution, as its true and lawful attorney
with full power and authority in the Subscribers place and stead:

5

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| | (a) | to represent the Subscriber at the Closing, receive
      certificates representing the Common Shares and Warrants, to execute in
      the Subscribers name and on its behalf all closing receipts and required
      documents, to complete and correct any errors or omissions in any form or
      document provided by the Subscriber in connection with the subscription
      for the Units and to exercise any rights of termination contained in the
      Agency Agreement;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | to extend such time periods and to modify or waive, in
      whole or in part, any representations, warranties, covenants or conditions
      for the Subscribers benefit contained in this Subscription Agreement, and
      the Agency Agreement or any ancillary or related document in its absolute
      discretion;                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | to terminate this Subscription Agreement if any condition
      precedent is not satisfied, in such manner and on such terms and
      conditions as the Lead Agent in its sole discretion may determine;
    and                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | without limiting the generality of the foregoing, to
      negotiate, settle, execute, deliver and amend the Agency
  Agreement.                                                                                                                                                                                                                                                                                                                                                      

ARTICLE 14- REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION

**14.1**               ****By execution of this Subscription Agreement, the Corporation hereby
agrees with the Subscriber that the Subscriber shall have the benefit of the
representations and warranties made by the Corporation to the Agent and set
forth in the Agency Agreement, such representations and warranties shall form an
integral part of this Subscription Agreement and shall survive the Closing of
the purchase and sale of Units and shall continue in full force and effect for
the benefit of the Subscriber in accordance with the Agency Agreement. In the
event of conflict between the provisions of this Subscription Agreement and the
provisions of the Agency Agreement, the provisions of the Agency Agreement shall
prevail.

**14.2**               ****The Corporation shall indemnify, defend and hold the Subscriber (which
term shall, for the purposes of this Section, include the Subscriber or its
shareholders, managers, partners, directors, officers, members, employees,
direct or indirect investors, agents and affiliates and assignees and the
stockholders, partners, directors, members, managers, officers, employees direct
or indirect investors and agents of such affiliates and assignees) harmless
against any and all liabilities, loss, cost or damage, together with all
reasonable costs and expenses related thereto (including reasonable legal and
accounting fees and expenses), arising from, relating to, or connected with an
untrue, inaccurate or breached statement, representation, warranty or covenant
of the Corporation contained herein or in the Agency Agreement. The Corporation
undertakes to notify the Subscriber immediately of any change in any
representation, warranty or other material information relating to the
Corporation set forth in this Subscription Agreement or in the Agency Agreement
which takes place prior to the Closing Time.

ARTICLE 15- ACKNOWLEDGEMENTS, COVENANTS,
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

**15.1**               **Acknowledgements,
Representations, Warranties and Covenants of the Subscriber**

6

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The Subscriber, on its own behalf and, if
applicable, on behalf of others for whom it is contracting hereunder including
any beneficial purchaser, hereby represents and warrants to, and covenants with,
the Corporation as follows and acknowledges that the Corporation and the Agent
are relying on such representations and warranties in connection with the
transactions contemplated herein:

| | (a) | The Subscriber, and (if applicable) each beneficial
      purchaser for whom it is acting, were offered the Securities in and are
      resident in the jurisdiction set out on the face page of this Subscription
      Agreement or are otherwise subject to the Securities Laws. Such address
      was not created and is not used solely for the purpose of acquiring the
      Units and the Subscriber and any beneficial purchaser was solicited to
      purchase the Units solely in such jurisdiction.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | The Subscriber, and (if applicable) any beneficial
      purchaser for whom it is acting, has knowledge in financial and business
      affairs, is capable of evaluating the merits and risks of an investment in
      the Units and is able to bear the economic risk of such investment even if
      the entire investment is lost.                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | The Subscriber, on its own behalf and (if applicable) on
      behalf of any beneficial purchaser for whom it is acting, make the
      representations, warranties and covenants set out in Schedule A to this
      Subscription Agreement to the Corporation and the Subscriber, and (if
      applicable) any such beneficial purchaser, may avail itself of one or more
      of the categories of prospectus exempt purchasers listed in Schedule
      A.                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | The Subscriber has properly completed, executed and
      delivered within applicable time periods to the Corporation the
      certificate (dated as of the date hereof) set forth in Schedule A to
      this Subscription Agreement and the information contained therein is true
      and correct.                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | The representations, warranties and covenants contained
      in Schedule A to this Subscription Agreement will be true and correct
      both as of the date of execution of this Subscription Agreement and as of
      the Closing Time.                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (f) | The Subscriber or any person for whom it is acting is
      neither a U.S. Person nor subscribing for the Units for the account of a
      U.S. Person or for resale in the United States and the Subscriber confirms
      that the Units have not been offered to the Subscriber in the United
      States and that this Subscription Agreement has not been signed in the
      United States.                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g) | Neither the Subscriber nor any person for whom it is
      acting will offer, sell or otherwise dispose of the Securities in the
      United States or to a U.S. Person or for the account or benefit of a
      person in the United States or a U.S. Person.                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (h) | If the Subscriber, or any person for whom it is acting,
      is not a person resident in Canada, the subscription for the Units by the
      Subscriber, or any person for whom it is acting, does not contravene any
      of the applicable securities legislation in the jurisdiction in which the
      Subscriber                                                                                                                                                                                          

7

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| |     | or such other person resides and does not give rise to
      any obligation of the Corporation or the Agents to prepare and file a
      prospectus or similar document or to register the Units or to be
      registered with or to file any report or notice with any governmental or
      regulatory authority.                                                                                                                                                                                                                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) | Unless the Subscriber is purchasing under Section 6.1(j)
      hereof, it is purchasing the Units as principal for its own account, not
      for the benefit of any other person, for investment only and not with a
      view to the resale or distribution of all or any of the Securities, it is
      resident in or otherwise subject to applicable Securities Laws of the
      jurisdiction set out as the Subscribers Address on the face page of
      this Subscription Agreement and it fully complies with one of the criteria
      set forth below:

| | (i)   | it is resident in British Columbia, Alberta or Ontario
      and it is an accredited investor, as such term is defined in National
      Instrument 45-106 - Prospectus and Registration Exemptions (NI
      45-106), it was not created or used solely to purchase or hold securities
      as an accredited investor as described in paragraph (m) of the
      definition of accredited investor in NI 45- 106 and it has concurrently
      executed and delivered a Representation Letter in the form attached as
      Schedule A to this Subscription Agreement and has initialled in Appendix
      I thereto indicating that the Subscriber satisfies (and will satisfy at
      the Closing Time) one of the categories of accredited investor set forth
      in such definition; or
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)  | it is resident in British Columbia, Alberta or Ontario,
      the aggregate acquisition cost of the Receipts to the Subscriber is not
      less than CDN$150,000 and it was not created or used solely to purchase or
      hold securities in reliance on the prospectus exemption or the dealer
      registration exemption set out in section 2.10 of NI 45-106; or                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | it is a resident of, or otherwise subject to, the
      securities legislation of a jurisdiction other than Canada or the United
      States and it has concurrently executed and delivered the certificate
      attached as Schedule B to this Subscription
Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | (j) | If the Subscriber is not purchasing the Units as
      principal for its own account, then:
| | --- | -------------------------------------------------------------------------------------------
| |     |                                                                                            
| |     | (i)                                                                                        
| |     |                                                                                            
| |     | (ii)                                                                                       

8

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in NI 45-106 (provided, however, that
it is not a trust company or trust corporation registered under the laws of
Prince Edward Island that is not registered or authorized under the Trust and
Loan Companies Act (Canada) or under comparable legislation in another
jurisdiction in Canada) and has concurrently executed and delivered a
Representation Letter in the form attached as Schedule A to this Subscription
Agreement and has initialled Appendix I thereto indicating that it satisfies
one of the categories of "accredited investor" set out in paragraphs (p) or (q)
of Appendix I thereto; and

the Subscriber acknowledges the Corporation is
required by law to disclose to certain regulatory authorities the identity of
each beneficial purchaser of Units for whom it may be acting, the Subscriber is
resident in or otherwise subject to applicable securities laws of the
jurisdiction set out as the Subscribers Address on the face page of this
Subscription Agreement and each beneficial purchaser is resident in or otherwise
subject to applicable securities laws of the jurisdiction set out as the
Principals Address on the face page of this Subscription Agreement.

| | (k) | In the case of a subscription for the Units by the
      Subscriber acting as trustee or agent (including, for greater certainty, a
      portfolio manager or comparable adviser) for a principal, the Subscriber
      is duly authorized to execute and deliver this Subscription Agreement and
      all other necessary documentation in connection with such subscription on
      behalf of each such beneficial purchaser, each of whom is subscribing as
      principal for its own account, not for the benefit of any other person and
      not with a view to the resale or distribution of the Common Shares and
      Warrants and this Subscription Agreement has been duly authorized,
      executed and delivered by or on behalf of and constitutes a legal, valid
      and binding agreement of, such principal.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (l) | In the case of a subscription for the Units by the
      Subscriber acting as principal, this Subscription Agreement and all other
      documentation delivered in connection with such subscription has been duly
      authorized, executed and delivered by, and constitutes a legal, valid and
      binding agreement of, the Subscriber. This Subscription Agreement is
      enforceable in accordance with its terms against the Subscriber and any
      beneficial purchaser on whose behalf the Subscriber is acting.                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (m) | If the Subscriber is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

9

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| |       | authority to execute and deliver this Subscription
      Agreement and to observe and perform its covenants and obligations
      hereunder and has obtained all necessary approvals in respect thereof;
      or        
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                          
| | (iii) | an individual, the Subscriber is of the full age of
      majority and is legally competent to execute this Subscription Agreement
      and to observe and perform his or her covenants and obligations
      hereunder.

| | (n) | Other than the Agents (and any group of investment
      dealers managed by the Agents for purposes of offering the Units for
      sale), there is no person acting or purporting to act in connection with
      the transactions contemplated herein who is entitled to any brokerage or
      finders fee. If any person establishes a claim that any fee or other
      compensation is payable in connection with this subscription for the
      Units, the Subscriber covenants to indemnify and hold harmless the
      Corporation and any such registrant with respect thereto and with respect
      to all costs reasonably incurred in the defence thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (o) | The Subscriber is not purchasing Units with knowledge of
      material information concerning the Corporation which has not been
      generally disclosed on SEDAR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (p) | If required by the Securities Laws or the Corporation,
      the Subscriber will execute, deliver and file or assist the Corporation in
      filing such reports, undertakings and other documents with respect to the
      issue of the Common Shares, Warrants or Warrant Shares as may be required
      by any securities commission, stock exchange or other regulatory
      authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (q) | The Subscriber, and each beneficial purchaser for whom it
      is contracting hereunder, have been advised to consult their own legal
      advisors with respect to the execution, delivery and performance by it of
      this Subscription Agreement and the transactions contemplated hereunder
      including but not limited to trading in the Securities and with respect to
      the resale restrictions imposed by the Securities Laws and other
      applicable securities laws, and acknowledges that no representation has
      been made respecting the applicable hold periods imposed by the Securities
      Laws or other resale restrictions applicable to such securities which
      restrict the ability of the Subscriber (or others for whom it is
      contracting hereunder) to resell such securities, that the Subscriber (or
      others for whom it is contracting hereunder) is solely responsible to find
      out what these restrictions are and the Subscriber is solely responsible
      (and neither the Corporation nor the Agents are in any way responsible)
      for compliance with applicable resale restrictions and the Subscriber is
      aware that it (or beneficial purchasers for whom it is contracting
      hereunder) may not be able to resell such securities except in accordance
      with limited exemptions under the Securities Laws and other applicable
      securities laws.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (r) | The Subscriber has not received or been provided with a
      prospectus, offering memorandum, within the meaning of the Securities
      Laws, or any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

10

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| |     | sales or advertising literature in connection with the
      Offering and the Subscribers decision to subscribe for the Units was not
      based upon, and the Subscriber has not relied upon, any verbal or written
      representations as to facts made by or on behalf of the Corporation or the
      Agent. The Subscribers decision to subscribe for the Units was based
      solely upon the Term Sheet attached hereto as Schedule C and information
      about the Corporation which is publicly available (any such information
      having been obtained by the Subscriber without independent investigation
      or verification by the Agent) and agrees that the Agent and the Agents
      counsel assume no responsibility or liability of any nature whatsoever for
      the accuracy, adequacy or completeness of the publicly available
      information or as to whether all information concerning the Corporation
      required to be disclosed by the Corporation has been generally disclosed
      and acknowledges that the Agents counsel and the Corporations counsel
      are acting as counsel to the Agent and the Corporation, respectively, and
      not as counsel to the Subscriber.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (s) | No person has made any written or oral
      representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | (i)   | that any person will resell or repurchase the Common
      Shares, Warrants or Warrant Shares;
| | ----- | ----------------------------------------------------------------------------------------------
| |       |                                                                                               
| | (ii)  | that any person will refund the Subscription Price;
    or                                    
| |       |                                                                                               
| | (iii) | as to the future price or value of the Common Shares,
      Warrants or Warrant Shares.       

| | (t) | The subscription for the Units has not been made through
      or as a result of, and the distribution of the Common Shares and Warrants
      is not being accompanied by any advertisement, including without
      limitation in printed public media, radio, television or
      telecommunications, including electronic display, or as part of a general
      solicitation.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                   
| | (u) | None of the funds being used to purchase Units are, to
      the Subscribers knowledge, proceeds obtained or derived directly or
      indirectly as a result of illegal activities.                                                                                                                                                                                             

**15.2**               **Acknowledgments
of the Subscriber**

The Subscriber, on its own behalf and, if applicable, on behalf of others for
whom it is acting hereunder, acknowledges and agrees as follows:

| | (a) | AN INVESTMENT IN THE SECURITIES IS NOT WITHOUT RISK
      AND THE SUBSCRIBER (AND ANY DISCLOSED BENEFICIAL SUBSCRIBER) MAY
      LOSE HIS, HER OR ITS ENTIRE INVESTMENT.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                         
| | (b) | The Subscriber has received a copy of the Term Sheet
      setting out the principal terms of the Offering.                                                             
| |     |                                                                                                                                                                         
| | (c) | The Subscriber acknowledges that the Offering is
      contingent upon satisfaction by the Corporation of the conditions set
      forth in the Agency                  

11

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| |     | Agreement, including without limitation, (i) the Company
      also closing on a non-brokered financing of no less than $17,850,000, and
      (ii) the Company completing the Acquisition Transaction (as defined in
      Schedule C hereto), on or before the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | The Subscriber acknowledges that the aggregate gross
      proceeds of the Offering will be up to $3,150,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | No prospectus has been filed with any Securities
      Regulators in connection with the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | No securities commission, agency, governmental authority,
      regulatory body, stock exchange or other regulatory body has reviewed or
      passed on the merits of an investment in or endorsement of the
      Securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g) | The Common Shares, Warrants and Warrant Shares will be
      subject to statutory resale restrictions under the Securities Laws and
      under other applicable securities laws, and the Subscriber covenants that
      it will not resell the Common Shares, Warrants and Warrant Shares except
      in compliance with such laws and the Subscriber acknowledges that it is
      solely responsible (and neither the Corporation nor the Agent are in any
      way responsible) for such compliance.                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (h) | The Corporation may complete additional financings in the
      future in order to develop the business of the Corporation and fund its
      ongoing development, and such future financings may have a dilutive effect
      on current securityholders of the Corporation, including the Subscriber
      but there is no assurance that such financing will be available, on
      reasonable terms or at all, and if not available, the Corporation may be
      unable to fund its ongoing development.                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (i) | The Securities have not been and will not be registered
      under the U.S. Securities Act, or any state securities laws and the
      Securities may not be offered or sold in the United States or to a U.S.
      person except in compliance with the requirements of an exemption from
      registration under the U.S. Securities Act and any applicable state
      securities laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (j) | Any information concerning the Corporation available in
      its public record (meaning information which has been publicly filed at
      www.SEDAR.com by the Corporation pursuant to a requirement under
      Applicable Securities Laws (the Public Record)) obtained by the
      Subscriber is without independent investigation or verification by the
      Agents. The Agents and their respective directors, officers, employees,
      agents and representatives are not responsible for the preparation of any
      documents in the Public Record and have not and will not confirm (i) the
      accuracy or adequacy of any information contained in the Public Record, or
      (ii) whether all information concerning the Corporation that is required
      to be disclosed or filed by the Corporation under applicable Securities
      Laws has been disclosed or filed.

12

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| | (k) | The Corporation is required to file a report of trade
      with all applicable Securities Regulators containing personal information
      about Subscribers and, if applicable, any beneficial purchasers of the
      Securities. This report of trade will include the full name, residential
      address and telephone number of each Subscriber or disclosed beneficial
      purchaser, the number and type of Securities purchased, the total purchase
      price paid for such Securities, the date of the Closing and the prospectus
      and registration exemption relied upon under applicable Securities Laws to
      complete such purchase. In Ontario, this information is collected
      indirectly by the Ontario Securities Commission (the OSC) under the
      authority granted to it under, and for the purposes of the administration
      and enforcement of, the securities legislation in Ontario. Any Subscriber
      may contact the Administrative Assistant to the Director of Corporate
      Finance at Suite 1903, Box 5520 Queen Street West, Toronto, Ontario, M5H
      3S8 or by telephone at (416) 593-8086 for more information regarding the
      indirect collection of such information by the OSC. The Corporation may
      also be required pursuant to Securities Laws to file this Agreement on
      SEDAR. By completing this Agreement, the Subscriber authorizes the
      indirect collection of the information described in this Section 6.2(j) by
      all applicable Securities Regulators and consents to the disclosure of
      such information to the public through (i) the filing of a report of trade
      with all applicable Securities Regulators and (ii) the filing of this
      Agreement on SEDAR.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (l) | The Securities are being offered on a private placement
      basis and are listed and quoted for trading on the facilities of the TSX-V
      and will be subject to resale restrictions under Securities Laws and the
      rules of the TSX-V, and the Corporation shall legend the Common Shares,
      Warrants and Warrant Shares in order to implement such resale
      restrictions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (m) | The third year of the term of the Warrants is conditional
      upon the Corporation achieving Tier 1 status on the TSX-V within the first
      two years following the Closing Date. There is no certainty the
      Corporation will achieve this status and hence the Warrants may have a
      term of only two years, in which case, no compensation will be payable to
      the Subscriber.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (n) | The Subscribers ability to transfer the Common Shares,
      Warrants and Warrant Shares is limited by, among other things, the
      Securities Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (o) | The certificates (and any replacement certificates issued
      prior to the expiration of the applicable hold periods or ownership
      statements issued under a direct registry system or other electronic book
      entry system) representing Common Shares and Warrants will bear, as of the
      Closing Date and until such time as is no longer required, legends
      substantially in the following form and with the necessary information
      inserted:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS 4 MONTHS AND A DAY AFTER [INSERT THE CLOSING DATE].

13

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WITHOUT PRIOR WRITTEN APPROVAL OF
THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES
LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF
THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A
CANADIAN RESIDENT UNTIL THE DAY THAT IS FOUR MONTHS AFTER THE SECURITIES WERE
ISSUED FROM TREASURY.

| | (p) | In the event that holders of Warrants exercise the
      Warrants prior to the expiry of the hold periods applicable to the
      Warrants, the Warrant Shares will bear legends substantially in the
      following form and with the necessary information
  inserted:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS 4 MONTHS AND A DAY AFTER [INSERT THE CLOSING DATE].

WITHOUT PRIOR WRITTEN APPROVAL OF
THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES
LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF
THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A
CANADIAN RESIDENT UNTIL THE DAY THAT IS FOUR MONTHS AFTER THE SECURITIES WERE
ISSUED FROM TREASURY.

| | (q) | The Subscriber, and each beneficial purchaser for whom it
      is contracting hereunder, shall execute, deliver, file and otherwise
      assist the Corporation and the Agent with filing all documentation
      required by the Securities Laws to permit the subscription for the Units
      and the issuance of the Common Shares, Warrants or Warrant Shares, as may
      be required.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (r) | The Corporation and the Agents are relying on the
      representations, warranties and covenants contained herein and in Schedule
      Aor B attached hereto to determine the Subscribers eligibility to
      subscribe for the Units under the Securities Laws and the Subscriber
      agrees to indemnify the Corporation, the Agent and each of their
      respective directors and officers against all losses, claims, costs,
      expenses, damages or liabilities which any of them may suffer or incur as
      a result of or arising from reliance thereon. The Subscriber undertakes to
      immediately notify the Corporation and the Agents of any change in any
      statement or other information relating to the Subscriber set forth in
      such Schedule which takes place prior to the Closing
  Time.

14

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| | (s) | The Agent and/or its directors, officers, employees,
      agents and representatives assume no responsibility or liability of any
      nature whatsoever for the accuracy or adequacy of any publicly available
      information concerning the Corporation or as to whether all information
      concerning the Corporation that is required to be disclosed or filed by
      the Corporation under the Securities Laws or any other applicable laws has
      been so disclosed or filed.                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (t) | The Corporation is relying on an exemption from the
      requirement to provide the Subscriber with a prospectus under the
      Securities Laws and, as a consequence of acquiring the Common Shares,
      Warrants and Warrant Shares pursuant to such exemption, certain
      protections, rights and remedies provided by the Securities Laws will not
      be available to the Subscriber.                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (u) | The Subscriber, and each beneficial purchaser for whom it
      is contracting hereunder, is responsible for obtaining such legal and tax
      advice as it considers appropriate in connection with the execution,
      delivery and performance of this Subscription Agreement and the
      transactions contemplated under this Subscription Agreement. The
      Subscriber, and each beneficial purchaser, is not relying on the
      Corporation, the Agent or their respective affiliates or counsel in this
      regard.             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (v) | There is no government or other insurance covering the
      Common Shares, Warrants or Warrant Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (w) | There are risks associated with the purchase of the
      Common Shares, Warrants or Warrant Shares and the Subscriber and any
      beneficial purchaser for whom it is acting may lose his, her or its entire
      investment.                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (x) | The Subscriber acknowledges and agrees that as the sale
      of the Units will not be qualified by a prospectus, such sale and issuance
      is subject to the condition that the Subscriber or (if applicable) each
      beneficial purchaser for whom it is acting, sign and return to the
      Corporation all relevant documentation required by the Securities
    Laws.                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (y) | The Subscriber acknowledges and agrees that the
      Corporation may be required to provide the Securities Regulators with a
      list setting forth the identities of the beneficial purchasers of the
      Units. Notwithstanding that the Subscriber may be purchasing Units as
      agent on behalf of an undisclosed principal, the Subscriber agrees to
      provide, on request, particulars as to the identity of such undisclosed
      principal as may be required by the Corporation in order to comply with
      the foregoing.

15

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**15.3**               **Reliance
on Representations, Warranties, Covenants and Acknowledgements**

The Subscriber acknowledges and agrees that the representations, warranties,
covenants and acknowledgements made by the Subscriber in this Subscription
Agreement are made with the intention that they may be relied upon by the
Corporation and the Agent in determining the Subscribers eligibility (and, if
applicable, the eligibility of others for whom the Subscriber is contracting
hereunder) to purchase the Units under the Securities Laws or other applicable
securities laws. The Subscriber further agrees that by accepting the Units, the
Subscriber shall be representing and warranting that such representations,
warranties, acknowledgements and covenants are true as at the Closing Time with
the same force and effect as if they had been made by the Subscriber at the
Closing Time and that they shall survive the purchase by the Subscriber of the
Units and shall continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of any of the Common Shares, Warrants or Warrant
Shares.

ARTICLE 16- SURVIVAL OF REPRESENTATIONS, WARRANTIES
AND COVENANTS

**16.1**               **Survival
of Representations, Warranties and Covenants of the Corporation**

The representations, warranties and covenants of the Corporation contained in
this Subscription Agreement shall survive the Closing and, notwithstanding such
Closing or any investigation made by or on behalf of the Subscriber with respect
thereto, shall continue in full force and effect for the benefit of the
Subscriber and the Agents.

**16.2**               **Survival
of Representations, Warranties and Covenants of the Subscriber**

The representations, warranties, acknowledgements and covenants of the
Subscriber contained in this Subscription Agreement shall survive the Closing
and, notwithstanding such Closing or any investigation made by or on behalf of
the Corporation with respect thereto, shall continue in full force and effect
for the benefit of the Corporation and the Agent.

ARTICLE 17COMMISSION

**17.1**               The
Subscriber understands that in connection with the issue and sale of the Units
pursuant to the Offering the Agents will receive from the Corporation on
Closing, a cash commission equal to 6% of the aggregate Subscription Price. No
other fee or commission is payable by the Corporation in connection with the
completion of the Offering. However, the Corporation will pay certain fees and
expenses of the Agent in connection with the Offering, as set out in the Agency
Agreement.

16

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ARTICLE 18COLLECTION OF PERSONAL INFORMATION

**18.1**               **Collection
of Personal Information**

The Subscriber acknowledges that this Subscription Agreement
and Schedules hereto require the Subscriber to provide certain personal
information to the Corporation. Such information is being collected by the
Corporation for the purposes of completing the Offering, which includes, without
limitation, determining the Subscribers eligibility (or, if applicable, the
eligibility of the disclosed beneficial purchaser) to purchase the Units under
applicable Securities Laws, preparing and registering certificates representing
the Securities to be issued hereunder and completing filings required by any
stock exchange or securities regulatory authority. The Subscribers personal
information (and, if applicable, the disclosed beneficial purchasers personal
information) may be disclosed by the Corporation to: (a) stock exchanges or
securities regulatory authorities, (b) the Corporations registrar and transfer
agent, (c) any government agency, board or other entity; and (d) any of the
other parties involved in the Offering, including the Corporation, the Agents
and their respective legal counsel, and may be included in record books in
connection with the Offering. By executing this Subscription Agreement, the
Subscriber (and, if applicable, the disclosed beneficial purchaser) is deemed to
be consenting to the foregoing collection, use and disclosure of the
Subscribers personal information (and, if applicable, the disclosed beneficial
purchasers personal information). The Subscriber (and, if applicable, the
disclosed beneficial purchaser) also consents to the filing of copies or
originals of any of the documents described in this Subscription Agreement as
may be required to be filed with any stock exchange or securities regulatory
authority in connection with the transactions contemplated hereby and consents
to the disclosure of such information to the public through the filing of a
report of trade with applicable Securities Regulators. The Subscriber (and, if
applicable, the disclosed beneficial purchaser) further acknowledges that it has
been notified by the Corporation of and authorizes (a) the delivery to the OSC
of the full name, residential address and telephone number of the Subscriber
(and, if applicable, the disclosed beneficial purchaser), the number and type of
securities purchased, the total purchase price, the exemption relied upon and
the date of distribution; (b) that this information is being collected
indirectly by the OSC under the authority granted to it in securities
legislation; (c) that this information is being collected for the purposes of
the administration and enforcement of the securities legislation of Ontario; and
(d) that the Administrative Assistant to the Director of Corporate Finance can
be contacted at Ontario Securities Commission, Suite 1903, Box 55, 20 Queen
Street West, Toronto, Ontario M5H 3S8, or at (416) 593-8086, regarding any
questions about the OSCs indirect collection of this information.

ARTICLE 19- MISCELLANEOUS

**19.1**               **Further Assurances**

Each of the parties hereto upon the request of each of the other
parties hereto, whether before or after the Closing Time, shall do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all such further acts, deeds, documents, assignments, transfers,
conveyances, powers of attorney and assurances as may reasonably be necessary or
desirable to complete the transactions contemplated herein.

**19.2**               **Notices**

| | (a) | Any notice, direction or other instrument required or
      permitted to be given to any party hereto shall be in writing and shall be
      sufficiently
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

17

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given if delivered personally, or
transmitted by facsimile tested prior to transmission to such party, as
follows:

| | (i)  | in the case of the Corporation, to:                                                                                
| | ---- | -------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                    
| |      | Rockwell Ventures Inc. 1020-800 West Pender Street
      Vancouver, BC V6C 2V6                                     
| |      |                                                                                                                    
| |      | Attention: Scott D. Cousens
      Fax:      (604) 684-8092                                                         
| |      |                                                                                                                    
| |      | with a copy to:                                                                                                    
| |      |                                                                                                                    
| |      | Lang Michener LLP                                                                                                  
| |      | 1500 Royal Centre P.O. Box 11117 1055 West Georgia
      Street Vancouver, BC V6E 4N7                              
| |      |                                                                                                                    
| |      | Attention: Bernhard J. Zinkhofer
      Fax:      (604) 893-2395                                                    
| |      |                                                                                                                    
| | (ii) | in the case of the Subscriber, at the address specified
      on the face page hereof, with a copy to the Agent at:
| |      |                                                                                                                    
| |      | Westwind Partners Inc.                                                                                             
| |      | 70 York Street, 10thFloor
      Toronto, ON M5J 1S9                                                                
| |      |                                                                                                                    
| |      | Attention: Michael Dorfman
      Fax:      (416) 815-1808;                                                         
| |      |                                                                                                                    
| |      | with a copy to:                                                                                                    
| |      |                                                                                                                    
| |      | Stikeman Elliott LLP 5300 Commerce Court
  West                                                                    
| |      | 199 Bay Street                                                                                                     
| |      | Toronto, ON M5L 1B9                                                                                                
| |      |                                                                                                                    
| |      | Attention: Jay C. Kellerman
      Fax:      (416)
947-0866                                                         

| | (b) | Any such notice, direction or other instrument, if
      delivered personally, shall be deemed to have been given and received on
      the day on which it was delivered, provided that if such day is not a
      Business Day then the notice, direction or other instrument shall be
      deemed to have been given and received on the first Business Day next
      following such day and if transmitted by fax, shall be deemed to have been
      given and received on the day of its transmission, provided that if such
      day is not a Business
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

---

| |     | Day or if it is transmitted or received after the end of
      normal business hours then the notice, direction or other instrument shall
      be deemed to have been given and received on the first Business Day next
      following the day of such transmission.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                       
| | (c) | Any party hereto may change its address for service from
      time to time by notice given to each of the other parties hereto in
      accordance with the foregoing provisions.                                                                                    

**19.3**               **Time
of the Essence**

Time shall be of the essence of this Subscription Agreement and
every part hereof.

**19.4**               **Costs
and Expenses**

Except as otherwise provided in the Agency Agreement in respect of the
Agent, all costs and expenses (including, without limitation, the fees and
disbursements of legal counsel) incurred in connection with this Subscription
Agreement and the transactions herein contemplated shall be paid and borne by
the party incurring such costs and expenses.

**19.5**               **Applicable
Law**

This Subscription Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the Province of Ontario. Any and all disputes arising under this
Subscription Agreement, whether as to interpretation, performance or otherwise,
shall be subject to the non-exclusive jurisdiction of the courts of the Province
of Ontario and each of the parties hereto hereby irrevocably attorns to the
jurisdiction of the courts of the Province of Ontario.

**19.6**               **Entire
Agreement**

This Subscription Agreement, including the Schedules hereto, constitutes the
entire agreement between the parties hereto with respect to the transactions
contemplated herein and cancels and supersedes any prior understandings,
agreements, negotiations and discussions between the parties. There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements or understandings, express or implied, between the parties hereto
other than those expressly set forth in this Subscription Agreement or in any
such agreement, certificate, affidavit, statutory declaration or other document
as set out in this Subscription Agreement. This Subscription Agreement may not
be amended or modified in any respect except by written instrument executed by
each of the parties hereto.

**19.7**               **Counterparts**

This Subscription Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same Subscription Agreement.
Counterparts may be delivered either in original or faxed form and the parties
adopt any signature received by a receiving fax machine as original signatures
of the parties.

19

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**19.8**               **Assignment**

This Subscription Agreement may not be assigned by either party except
with the prior written consent of the other parties hereto.

**19.9**               **Enurement**

This Subscription Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, successors
(including any successor by reason of the amalgamation or merger of any party),
administrators and permitted assigns.

**19.10**             **Acceptance**

The Corporation hereby accepts the subscription
for Units as set forth on the face page of this Subscription Agreement on the
terms and conditions contained in the Subscription Agreement (including all
applicable schedules) this ____________ day of _________________, 2006.



| | ROCKWELL VENTURES INC.
| | ----------------------
| |                       
| | Per:                  
| |                       

20

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SCHEDULE AACCREDITED INVESTOR
CERTIFICATE

(ONTARIO, ALBERTA ANDBRITISHCOLUMBIA)

|TO: | ROCKWELLVENTURESINC. (THEISSUER)           
|--- | ---------------------------------------------
|    | WESTWINDPARTNERSINC. (THEAGENT)]           
|    | STIKEMANELLIOTTLLP                           
|    |                                              
|RE: | PURCHASE OFUNITS(THESECURITIES)OF THEISSUER
|    |                                              

REPRESENTATIONS ANDWARRANTIES

In connection with the purchase by the undersigned (the
Purchaser) of the Securities, the Purchaser hereby represents, warrants
and certifies to the Issuer that the Purchaser:

(i)
    is purchasing the Securities as principal;(ii)
    is resident in or is subject to the laws of the Province
      or Territory of (check one):[   ]
      Ontario               
       [   ]
      Alberta                 
       [   ] British Columbia(iii)
    is an accredited investor (as defined in National
      Instrument 45-106  Prospectus and Registration Exemptions) by virtue of
      satisfying the indicated criterion on Schedule A to this certificate;
      and(iv)
    has not been provided with any offering memorandum(as such term is defined in
      Schedule A to this certificate) in connection with the purchase of the
      Securities.


IMPORTANTINFORMATIONREGARDING THECOLLECTION OFPERSONALINFORMATION

The Issuer is required to file a report of trade with all
applicable securities regulatory authorities containing personal information
about the Purchaser and, if applicable, any disclosed beneficial purchaser of
the Securities. The Purchaser acknowledges that it has been notified by the
Issuer:

| | (i)  | of such delivery of a report of trade containing the full
      name, residential address and telephone number of each Purchaser or
      disclosed beneficial purchaser, the number and type of Securities
      purchased, the total purchase price paid for such Securities, the date of
      the purchase and the prospectus and registration exemption relied upon
      under applicable securities laws to complete such purchase;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii) | that in Ontario, this information is collected indirectly
      by the Ontario Securities Commission under the authority granted to it
      under, and for the purposes of the administration and enforcement of, the
      securities legislation in Ontario; and                                                                                                                                                                       

1

---

- 2 -

| | (iii) | that the Purchaser may contact the Administrative
      Assistant to the Director of Corporate Finance at Suite 1903, Box 5520
      Queen Street West, Toronto, Ontario, M5H 3S8 or by telephone at (416)
      593-8086 for more information regarding the indirect collection of such
      information by the Ontario Securities Commission.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

By completing this certificate, the Purchaser authorizes the
indirect collection of this information by each applicable securities regulatory
authority or regulator and acknowledges that such information is made available
to the public under applicable securities legislation.

Certified at _____________, this _____ day of _______________,
2006.





|        |  |     
|------- |  | ----
|Witness |  | Name



OR



| | COMPANY NAME
| | ------------
| |             
| | By:         
| |             
| |             
| |             
| | By:         
| |             
| |             

---

SCHEDULE A

TO ACCREDITED INVESTOR CERTIFICATE

(All underlined words have the meanings set forth at the end of
this Schedule A.)

Please check the appropriate box

|[   ] | (a) | a Canadian financial
      institution, or a Schedule III
      bank,                                                                                                                                                                                                                                
|----- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (b) | the Business Development Bank of Canada incorporated
      under the BusinessDevelopment Bank of Canada Act(Canada),                                                                                                                                                                                 
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (c) | a subsidiaryof any
      personreferred to in paragraphs (a) or
      (b), if the personowns all of the
      voting securities of the subsidiary, except the voting securities
      required by law to be owned by directors of that subsidiary,                                                   
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (d) | 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),
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (e) | an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a personreferred to in paragraph (d),                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (f) | 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,                                                                                                                   
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (g) | 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,                                                                   
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (h) | any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government,                                                                                                                                       
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (i) | 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,                                                                                      
|      |     |                                                                                                                                                                                                                                                                                                      
|[   ] | (j) | 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,                                                             

A-1

---

|[   ] | (k) | 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 spouseexceeded $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,
|----- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                                                                                         
|[   ] | (l) | an individual who, either alone or with a spouse, has net assets of at least $5,000,000,                                                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                         
|[   ] | (m) | 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 and that has not been created or used solely to
      purchase or hold securities as an accredited investor as defined in this
      paragraph (m),                                     
|      |     |                                                                                                                                                                                                                                                                                                                                                                         
|[   ] | (n) | an investment fundthat
      distributes or has distributed its securities only to                                                                                                                                                                                                                                                                                      

| | (i)   | a personthat is or was
      an accredited investor at the time of the distribution,                                                                                                                                              
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                   
| | (ii)  | a personthat acquires
      or acquired securities in the circumstances referred to in sections 2.10
      [Minimum amount investment] of NI 45- 106, and 2.19 [Additional investment
      in investment funds] of NI 45- 106, or
| |       |                                                                                                                                                                                                                                   
| | (iii) | a persondescribed in
      paragraph (i) or (ii) that acquires or acquired securities under section
      2.18 [Investment fund reinvestment] of NI 45- 106,                                                                      

|[   ] | (o) | an investment fundthat
      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,                                                                                                                          
|----- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                                                                              
|[   ] | (p) | 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,
|      |     |                                                                                                                                                                                                                                                                                                                                                              
|[   ] | (q) | 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,                                                                                              

A-2

---

|[   ] | (r) | a registered charity under the Income Tax Act(Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviseror an adviser registered under the
      securities legislation of the jurisdiction of the registered charity to
      give advice on the securities being traded,
|----- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                            
|[   ] | (s) | an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function,                                                                                                                             
|      |     |                                                                                                                                                                                                                                                                                                            
|[   ] | (t) | a personin 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
      personsthat are accredited investors,                                                                             
|      |     |                                                                                                                                                                                                                                                                                                            
|[   ] | (u) | an investment fundthat
      is advised by a person registered as an adviser or a person that is exempt
      from registration as an adviser, or                                                                                                                                                          
|      |     |                                                                                                                                                                                                                                                                                                            
|[   ] | (v) | a personthat 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.

AS USED IN THIS SCHEDULE A, THE FOLLOWING TERMS HAVE THE
FOLLOWING MEANINGS:

Canadian financial institution means

| | (a) | an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (b) | a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of
Canada;

control person has the same meaning as in securities
legislation except in Manitoba, Newfoundland and Labrador, Northwest
Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Quebéc
where control person means any person that holds or is one of a combination of
persons that holds

| | (a) | a sufficient number of any of the securities of an issuer
      so as to affect materially the controlof the issuer, or                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                             
| | (b) | 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 controlof the issuer;

A-3

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eligibility adviser means

| | (a) | 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, and                                                                                                                                                               
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                           

executive officer means, for an issuer, an individual
who is

| | (a) | a chair, vice-chair or president,                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                    
| | (b) | a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,        
| |     |                                                                                                                                    
| | (c) | an officer of the issuer or any of its subsidiaries and
      who performs a policy- making function in respect of the issuer,
  or
| |     |                                                                                                                                    
| | (d) | performing a policy-making function in respect of the
      issuer;                                                                

financial assets means

| | (a) | cash,                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                              
| | (b) | securities, or                                                                                                                               
| |     |                                                                                                                                              
| | (c) | a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;

founder means, in respect of an issuer, a person
who,

| | (a) | 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
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A-4

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| | (b) | at the time of the trade is actively involved in the
      business of the issuer;
| | --- | ----------------------------------------------------------------------------------

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;

investment fund has the same meaning as in National
Instrument 81-106 Investment Fund Continuous Disclosure;

person includes

| | (a) | an individual,                                                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                         
| | (b) | a corporation,                                                                                                                                          
| |     |                                                                                                                                                         
| | (c) | a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and
| |     |                                                                                                                                                         
| | (d) | an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;    

offering memorandum means a document, together with
any amendments to that document, purporting to describe the business and affairs
of an issuer that has been prepared primarily for delivery to and review by a
prospective purchaser so as to assist the prospective purchaser to make an
investment decision in respect of securities being sold in a distribution to
which section 53 of the Securities Act (Ontario) would apply but for the
availability of one or more exemptions contained in Ontario securities laws, but
does not include a document setting out current information about an issuer for
the benefit of a prospective purchaser familiar with the issuer through prior
investment or business contacts,

related liabilities means

| | (a) | liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or
| | --- | -----------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                        
| | (b) | liabilities that are secured by financial
  assets;                                                                    

Schedule III bank means an authorized foreign bank
named in Schedule III of the Bank Act (Canada);

spouse means, an individual who,

| | (a) | is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada), from
      the other individual,                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                               
| | (b) | is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or                              
| |     |                                                                                                                                                                                               
| | (c) | in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act(Alberta);

A-5

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subsidiary means an issuer that is controlled directly or indirectly by another issuer and
includes a subsidiary of that subsidiary.

Interpretation

In this Schedule A, a person (first person) is considered to
control another person (second person) if

| | (a) | the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless that
      first person holds the voting securities only to secure an
    obligation,
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | the second person is a partnership, other than a limited
      partnership, and the first person holds more than 50% of the interests of
      the partnership, or                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | the second person is a limited partnership and the
      general partner of the limited partnership is the first
  person.                                                                                                                                                                                                                                                     

A-6

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SCHEDULE B CERTIFICATEADDITIONAL
REPRESENTATIONS, WARRANTIES AND COVENANTS FOR NON-CANADIAN
SUBSCRIBERS(OTHER THAN U.S. SUBSCRIBERS)

The Subscriber, on its own behalf and (if applicable) on behalf
of others for whom it is acting hereunder, further represents, warrants and
covenants to and with the Corporation and the Agent (and acknowledges that the
Corporation and the Agent are relying thereon) that it is, and (if applicable)
any beneficial purchaser for whom it is acting hereunder is, a resident of, or
otherwise subject to, the securities legislation of a jurisdiction other than
Canada or the United States, and:

| | (a) | the Subscriber is, and (if applicable) any other
      purchaser for whom it is acting hereunder, is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | the purchase of Units by the Subscriber, and (if
      applicable) each such other purchaser, does not contravene any of the
      applicable securities laws in such jurisdiction and does not trigger: (i)
      any obligation of the Corporation to prepare and file a prospectus, an
      offering memorandum or similar document, or (ii) any obligation of the
      Corporation to make any filings with or seek any approvals of any kind
      from any regulatory body in such jurisdiction or any other ongoing
      reporting requirements with respect to such purchase or otherwise; or
      (iii) any registration or other obligation on the part of the Corporation
      or the Agent;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | the Subscriber is knowledgeable of, and has been
      independently advised as to, the securities laws of such jurisdiction as
      applicable to this Subscription Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

B-1

---

| | (d) | the Subscriber, and (if applicable) any other purchaser
      for whom it is acting hereunder will not sell or otherwise dispose of any
      Units or any Common Shares, Warrants and Warrant Shares underlying the
      Units (the Underlying Securities), except in accordance with applicable
      Canadian securities laws, and if the Subscriber, or (if applicable) such
      beneficial purchaser sell or otherwise dispose of any Units or Underlying
      Securities to a person other than a resident of Canada, the Subscriber,
      and (if applicable) such beneficial purchaser, will obtain from such
      purchaser representations, warranties and covenants in the same form as
      provided in this Schedule B and shall comply with such other
      requirements as the Corporation may reasonably
require.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated at _______________ this ____ day of ____________,
2006.

Name of Subscriber

By: _______________________

Signature

_______________________Title:

B-2

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SCHEDULE C ROCKWELL VENTURES INC.$3,150,000
TERM SHEET

|BEST
      EFFORTS PRIVATE PLACEMENT OFFERING OF $3,150,000
|-------------------------------------------------------------

|Issuer:                         | Rockwell Ventures Inc. (the Company).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Offering:                       | $3,150,000 of units (the Units). Each Unit is comprised
      of one common share in the capital of the Company (Common Share) and one
      Common Share purchase warrant (Common Share Purchase Warrant).                                                                                                                                                                                                                                                                                                                  
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Common Share Purchase Warrants: | Each Common Share Purchase Warrant will entitle the
      holder to buy one Common Share at the exercise price of $0.60 during the
      first year from completion of the financing, $0.80 during the second year
      and at an exercise price of $1.00 during the third year. The three year
      term of the warrants is conditional upon Rockwell achieving Tier 1 status
      on the TSX Venture Exchange within the first two years.                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Type of Transaction:            | Best Efforts offering by way of private placement
      subject to the terms and conditions of the agency agreement. The offering
      is subject to the private placement requirements of the provinces of
      Ontario, Alberta and British Columbia, including completion of appropriate
      forms and private placement commitment letters. The Units may be sold in
      the United States by private placement and will be available for re-sale
      under Rule 904 of Regulation S or Rule 144 of the United States
|                                | Securities Act of 1933.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Offering Price:                 | $0.50 per Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Use of Proceeds:                | To acquire the interests and / or rights in four alluvial
      diamond properties in Southern Africa, as described in the June 30, 2006
      Press Release issued by the Company (the Acquisition Transaction),
      exploration and development of these projects, other acquisitions, general
      working purposes and corporate development.                                                                                                                                                                             
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Agents:                         | Westwind Partners Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                | Canaccord Capital Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Closing Date:                   | On or about November 10, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Eligibility:                    | Eligible under the usual statutes and for RRSPs, RRIFs,
      RESPs and DPSPs.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Listing:                        | The Common Shares currently trade on the TSX Venture
      Exchange under the symbol RVI. An application will be made to list the
      Common Shares issued on the exchange of the Units (and the warrants) on
      the TSX-V.                                                                                                                                                                                                                                                                                                 

C-1

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|Jurisdiction:     | The offering will be made pursuant to private placement
      exemptions (excluding exemptions that require the use of an offering
      memorandum) in Ontario, Alberta and British Columbia (the Qualifying
      Jurisdictions) and to institutional accredited investors and qualified
      institutional buyers in the United States that satisfy the requirements of
      Rule 501(a)(1), (2), (3) and (7) of Regulation D under the United States
      Securities Act of 1933, as amended (the U.S. Securities Act).                                            
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                  | In the United Kingdom the Units will be offered only to
      persons who are both (i) Qualified investors within the meaning of
      Section 86(7) of the United Kingdom Financial Services and Markets Act
      2000 (FSMA) and acting as principals or in circumstances where Section
      86(2) FSMA applies; and also (ii) within the categories of persons
      referred to in Article 19 Investment Professionals) or Article 49 (High
      net worth companies, etc.) of the Financial Services and Markets Act 2000
      (Financial Promotions) Order 2005.
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Agency Agreement: | The parties will negotiate in good faith a definitive
      agency agreement containing customary terms and conditions for
      transactions comparable to the offering, including a broad disaster-out,
      material adverse charge-out, market-out, litigation-out and
      regulatory-out. The Company shall obtain any regulatory and other
      consents which may be required to permit the offering as a condition to
      closing.                                                                                                                    
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Hold Period:      | In Canada, the Units and the securities issuable
      thereunder will be subject to a hold period of four months in
      applicable jurisdictions calculated from the closing of the
      offering. In the United States, the Securities will be restricted
      securities as defined in Rule 144 under the U.S. Securities
      Act.                                                                                                                                                                                                                                 

D-2

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SCHEDULE DTSX VENTURE EXCHANGE FORM 4C
CORPORATE PLACEE INFORMATION FORM





C-1

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| | FORM 4C | 
| | ------- | 

CORPORATE PLACEE REGISTRATION FORM

Where subscribers to a Private Placement are not individuals,
the following information about the placee must be provided. This Form will
remain on file with the Exchange. The corporation, trust, portfolio manager or
other entity (the Placee) need only file it on one time basis, and it will be
referenced for all subsequent Private Placements in which it participates. If
any of the information provided in this Form changes, the Placee must notify the
Exchange prior to participating in further placements with Exchange listed
companies. If as a result of the Private Placement, the Placee becomes an
Insider of the Issuer, Insiders of the Placee are reminded that they must file a
Personal Information Form (2A) or, if applicable, Declarations, with the
Exchange.



|1. | Placee Information:                                                         
|-- | ----------------------------------------------------------------------------
|   |                                                                             
|   | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|   |                                                                             
|   | (c)                                                                         
|   |                                                                             
|2. | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|3. | If the answer to 2(b) above was Yes, the undersigned
      certifies that:
|   |                                                                             
|   | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|   | (c)                                                                         
|   |                                                                             
|   | (d)                                                                         
|   |                                                                             
|   | (e)                                                                         

C-2

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|4. | If the answer to 2(a). above was No, please provide the
      names and addresses of control persons of the
Placee:
|-- | ---------------------------------------------------------------------------------------------------------------------

Name
      City
      Province or State
      Country


The undersigned acknowledges that it is bound by the provisions
of applicable Securities Law, including provisions concerning the filing of
insider reports and reports of acquisitions (See for example, sections 87 and
111 of the Securities Act(British Columbia) and sections 176 and 182 of
the Securities Act (Alberta).

C-3

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Acknowledgement - Personal Information

Personal Information means any information about an
identifiable individual, and includes information contained in sections 1, 2 and
4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has
obtained the express written consent of each individual to:

|(a) | the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(b) | the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.

Dated at _______________________________________on
_______________________________________.

| |                                                       
| | ------------------------------------------------------
| | (Name of Purchaser - please print)                    
| |                                                       
| |                                                       
| | (Authorized Signature)                                
| |                                                       
| |                                                       
| | (Official Capacity - please print)                    
| |                                                       
| |                                                       
| | (please print name of individual whose
      signature
| | appears above)                                        

THIS IS NOT A PUBLIC DOCUMENT

C-4

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