SUBSCRIPTION AGREEMENT

     Agreement (this "Agreement"), made this ---- day of -------------,  2001 by
and between BRITANNIA  CAPITAL CORP. a Delaware  corporation (the "Company") and
----------------------------------------------  ("Subscriber"). In consideration
of the mutual promises and covenants herein  contained,  the parties hereto (the
"Parties") agree as follows:

                                    ARTICLE I

                                  SUBSCRIPTION

     1.01 Subscription Offer.  Subject to the terms and conditions hereof and to
acceptance by the Company,  the Subscriber hereby irrevocably offers to purchase
------------------  Units (the "Securities"),  each Unit consisting of one share
of Common Stock and one Class "A" Warrant,  one Class "B" Warrant, one Class "C"
Warrant and one Class "D" Warrant at a purchase at a price of $.10 per Unit, for
a total purchase price of $-------------------.  The price is payable in full by
check payable to "Adams Davis Co." or by wire transfer or money order.

1.02     Acceptance of  Subscription.  The Company  reserves the right to reject
         the  Subscriber's  offer in whole or in part,  for any  reason,  and to
         allocate  less than the maximum  number of  Securities  the  Subscriber
         hereby offers to purchase.  Any sale of  Securities  to the  Subscriber
         shall not be deemed to occur until the  Subscribers'  offer is accepted
         in writing by the Company.  The Subscriber  shall not have any recourse
         against  the  Company if a purchase  offer is  rejected  in whole or in
         part. The Company shall reasonably  notify the Subscriber in writing of
         the acceptance of a purchase  offer.  If the offer is rejected in whole
         or in part, the Company will promptly return to the Subscriber, without
         deduction or  interest,  all or a ratable  portion of the  subscription
         price,  as the  case  may be,  together  with  all  executed  documents
         tendered by the  Subscriber.  If the purchase offer is rejected in part
         only, the Subscriber shall immediately  complete,  execute, and deliver
         to the Company new subscription  documents for the appropriate  reduced
         amount.

1.03     Escrow  of  Funds  and  Certificate  and  Restriction  on  Transfer  of
         Securities.  The Securities have been  registered  under the Securities
         Act of 1933 (the "1933 Act") pursuant to Rule 419 thereto.

         Rule 419  requires  that before the  Securities  can be  released,  the
         Company  must first  execute an  agreement  to acquire a business.  The
         agreement must provide for the  acquisition of a business or assets for
         which the fair  value of the  business  represents  at least 80% of the
         maximum offering  proceeds,  including funds received or to be received
         from the exercise of warrants.

         Once the acquisition agreement has been executed, Rule 419 requires the
         Company  to update the  registration  statement  with a  post-effective
         amendment. The post-effective amendment must contain information about:

--       the proposed acquisition candidate and its business,  including audited
         financial statements;


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--       the results of the offering; and

--       the use of the funds disbursed from the escrow account.

     The   post-effective   amendment   must  also  include  the  terms  of  the
reconfirmation offering.

     The reconfirmation  offer must commence within five business days after the
effective  date of the  post-effective  amendment and must include the following
conditions:

--       the prospectus  contained in the post-effective  amendment will be sent
         to each  Subscriber  within five business days after the effective date
         of the post-effective amendment;

--       each  Subscriber  will  have no  fewer  than 20,  and no more  than 45,
         business days from the effective date of the  post-effective  amendment
         to notify  the  Company  in  writing  that he or she elects to remain a
         Subscriber;

--       if  the  Company  does  not  receive  written   notification  from  any
         Subscriber  within 45 business days  following the effective  date, the
         Subscriber's  escrowed  securities  will be returned to the Company and
         the Subscriber's escrowed funds to the Subscriber;

--       unless  Subscribers  representing 80% of the maximum offering  proceeds
         elect to remain  Subscribers,  the  acquisition of the target  business
         would  be  prevented,  deposited  securities  held  in  escrow  will be
         returned to the Company and the funds to the Subscribers; and

--       if a consummated acquisition has not occurred within 18 months from the
         date of this  prospectus,  the deposited  securities held in the escrow
         account  will  be  returned  to  the  Company  and  the  funds  to  the
         Subscribers.

     The Securities  may be released to  Subscribers  after the escrow agent has
received  a  signed  representation  from the  Company  and any  other  evidence
acceptable by the escrow agent that:

--       the Company has executed an agreement for the acquisition of a business
         for  which  the value of the  business  represents  at least 80% of the
         maximum  offering  proceeds  and the  Company  has filed  the  required
         post-effective amendment;

--       the post-effective amendment has been declared effective;

--       the reconfirmation offer has been completed;

--       the Company  has  satisfied  all of the  prescribed  conditions  of the
         reconfirmation offer; and

--       the  acquisition of the business with the fair value of at least 80% of
         the maximum proceeds has been consummated.

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                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

2.01     Status of Subscriber.  The Subscriber, if an individual, is at least 21
         years of age. If an association,  each individual of the association is
         at least 21 years of age.

2.02     Access  to  Information.   Because  of  the  Subscriber's  business  or
         financial experience or his professional  advisors who are unaffiliated
         with  and who are not  compensated  by the  Company,  or any  affiliate
         thereof,  the  Subscriber has the capacity to protect his own interests
         in connection with the offer and sale of the Securities.

         The  Subscriber  represents  has received  and retained the  Company'ss
         prospectus (the "Prospectus") and has carefully read and understood it,
         particularly the section entitled "Risk Factors."

2.03     Understanding  of Investment  Risks.  The Subscriber  understands  that
         there is no market for the  Securities  and no assurance  that a market
         will develop,  and that realization of the objectives of the Company is
         subject to significant  economic and business risks as set forth in the
         Prospectus.

2.04     Residence of the Subscriber.  The residence of the Subscriber set forth
         below  is  the  true  and  correct  residence  of  Subscriber  and  the
         Subscriber  has  no  present   intention  of  becoming  a  resident  of
         domiciliary of any other state, country, or jurisdiction.

2.05     Further  Assurance.  Subscriber will execute and deliver to the Company
         any  document,  or do any  other act or thing,  which the  Company  may
         reasonably   request  in  connection   with  the   acquisition  of  the
         Securities.

2.06     Ability  to  Bear  Economic  Risk.  The  Subscriber  is an  "accredited
         investor" as defined in rules to the 1933 Act or is otherwise qualified
         under  the  jurisdiction  of the  Subscriber's  residence  to make this
         investment.  The  Subscriber  is able to bear the  economic  risk of an
         investment  in the  Securities  and to maintain the  investment  in the
         Securities for an indefinite period of time, and, further, could bear a
         total loss of the investment and not change the  Subscriber's  standard
         of living which existed at the time of the investment.

2.07     For  Partnership,  Corporations,  Trusts or Other Entities Only. If the
         Subscriber is a partnership, corporation, trust, or other entity:

         The  Subscriber  has the full  power  and  authority  to  execute  this
         subscription  Agreement  on  behalf  of  the  entity  and to  make  the
         representations  and  warranties  made  herein on its  behalf  and this
         investment  in the Company  has been  affirmatively  authorized  by the
         governing  board of the entity and is not  prohibited  by the governing
         documents of the entity.

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2.08     For Residents of British Columbia Only.

         (a)      The Company is a  non-reporting  company and a private  issuer
                  under  applicable laws and regulations of British Columbia and
                  the   Securities   to  be  issued  upon   acceptance  of  this
                  Subscription will be issued as an exempt trade, based upon the
                  relationship  between  the  Company  and the  Subscriber.  The
                  Subscriber  is aware that no  prospectus  has been prepared or
                  filed by the  Company  with the  British  Columbia  Securities
                  Commission in connection  with the issuance of the  Securities
                  and that as a result:

                  (i)      the Subscriber  may be restricted  from using some of
                           the civil remedies  available  under certain  British
                           Columbia securities statutes, rules or regulations;

                  (ii)     the Subscriber may not receive information that would
                           otherwise  be required to be provided to a subscriber
                           under certain British Columbia  securities  statutes,
                           rules or regulations; and

                  (iii)    the Company is relieved from certain  obligations and
                           reporting  requirements  that would  otherwise  apply
                           under certain British Columbia  securities  statutes,
                           rules and regulations.

         (b)      The Subscriber is either a relative,  close personal friend or
                  business  associate  of an officer or director of the Company;
                  or is a  person  who  through  prior  business  or  investment
                  dealings  or  other  associations  with  the  Company  and its
                  principals  has common bonds of interest or  association  with
                  the Company and its principals;  or is an entity controlled by
                  any such a person;

         (c)      The Subscriber is an investor who, by virtue of his or her own
                  net worth and investment  experience,  is able to evaluate the
                  merits  of and  risks  associated  with the  Securities  as an
                  investment;

         (d)      the  Subscriber is purchasing  the  Securities  for investment
                  only and for the  Subscriber's own account and not with a view
                  to any  resale  or  distribution  thereof  and it is able  and
                  prepared to bear the economic risk of investing in and holding
                  the Securities indefinitely;

         (e)      the  Subscriber  is aware that there is no current  market for
                  the Shares and that the  ability  to sell such  Securities  is
                  severely restricted by applicable securities legislation;

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         (f)      the  Subscriber  will duly  complete,  execute and deliver all
                  documentation  as may be  required  by  applicable  securities
                  legislation;

         (g)      the  Subscriber's  decision to enter into this  Agreement  and
                  purchase the Securities has not been made in reliance upon any
                  investment  advice,  or oral or written  representation  as to
                  fact or  otherwise  made by or on behalf of the Company or any
                  other person;

         (h)      to  the  Subscriber's  knowledge,   the  Securities  were  not
                  advertised  in  printed  media of  general  and  regular  paid
                  circulation, radio or television;

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

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

              (ii)   that any  person  will  refund  the  purchase  price of the
                     Shares;

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

              (iv)   that the Shares will be listed and posted for trading on an
                     exchange or that application has been made to list and post
                     the Shares for trading on an exchange;

         (j)      the  Subscriber  has been advised to consult  his/her/its  own
                  legal and tax  advisors  with  respect  to  applicable  resale
                  restrictions  and  applicable  tax   considerations   and  the
                  Subscriber is solely responsible (and the Company is in no way
                  responsible)    for   compliance   with   applicable    resale
                  restrictions and applicable tax legislation.

                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

3.01     Captions and Headings. The Article and Section headings throughout this
         Agreement are for  convenience of reference only and shall in no way be
         deemed to define, limit or add to any provision of this Agreement.

3.02     Entire Agreement; Amendment. This Agreement states the entire agreement
         and  understanding  of  the  Parties  and  shall  supersede  all  prior
         agreements and  understandings.  No amendment of the Agreement shall be
         made without the express written consent of the Parties.

3.03     Severability.  The  invalidity or  unenforceability  of any  particular
         provision  of this  Agreement  shall not  affect  any  other  provision
         hereof,  which shall be construed in all respects as if such invalid or
         unenforceable provision were omitted.

3.04     Governing  Law.  This  Agreement  shall be governed by and construed in
         accordance  with the laws of the State of Delaware for  contracts  made
         and to be performed within the State of Delaware.

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3.05     Notices.  All  notices,   requests,   demands,   consents,   and  other
         communications  hereunder  shall be transmitted in writing and shall be
         deemed to have been duly given when hand-delivered or sent by certified
         mail, postage prepaid, with return receipt requested,  addressed to the
         Parties as follows:  to the Company,  2743 West 37th Avenue  Vancouver,
         British  Columbia  V6N  2T5  and to  the  Subscriber,  at  the  address
         indicated below. Any Party may change his/her/its  address for purposes
         of this Section by giving notice as provided herein.

     IN WITNESS  WHEREOF,  the Parties have executed this  Agreement the day and
year first above written.


                                    BRITANNIA CAPITAL CORP.
  The Subscriber

----------------------              By:
----------------------                  ----------------------------
----------------------                    Authorized Officer
----------------------
  (Address)

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