Exhibit 10.2

                           (NON-U.S. SUBSCRIBERS ONLY)

THIS  PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT  RELATES  TO  AN  OFFERING  OF
SECURITIES IN AN OFFSHORE  TRANSACTION  TO PERSONS WHO ARE NOT U.S.  PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES  SECURITIES ACT
OF 1933,  AS AMENDED  (THE "1933  ACT").  NONE OF THE  SECURITIES  TO WHICH THIS
SUBSCRIPTION  AGREEMENT  RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE  SECURITIES  LAWS, AND, UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR
SOLD,  DIRECTLY  OR  INDIRECTLY,  IN THE UNITED  STATES OR TO U.S.  PERSONS  (AS
DEFINED  HEREIN) EXCEPT IN ACCORDANCE  WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT,  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE 1933
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO,  THE  REGISTRATION  REQUIREMENTS  OF THE 1933 ACT AND IN EACH  CASE  ONLY IN
ACCORDANCE  WITH  APPLICABLE  STATE   SECURITIES  LAWS.  IN  ADDITION,   HEDGING
TRANSACTIONS  INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.

                           SKY HARVEST WINDPOWER CORP.

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                                     SHARES

                           INSTRUCTIONS TO SUBSCRIBER

1.   THIS SUBSCRIPTION FORM is for use by Non-United States investors.

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

3.   COMPLETE: a Canadian Investor Questionnaire (the "INVESTOR  QUESTIONNAIRE")
     attached as Exhibit A hereto.

4.   RETURN THIS SUBSCRIPTION  AGREEMENT TOGETHER WITH THE SUBSCRIPTION PROCEEDS
     PAID BY CERTIFIED CHEQUE OR BANK DRAFT TO:

     Sky Harvest Windpower Corp.
     Attention: President,  890 West Pender Street, Suite 710,
     Vancouver, BC, Canada  V6C 1J9
     Fax: 604-626-4551

     THE  SUBSCRIPTION  AMOUNT MAY BE WIRED TO THE  COMPANY  PURSUANT  TO WIRING
     INSTRUCTIONS  THAT WILL BE PROVIDED TO THE SUBSCRIBER  (AS DEFINED  HEREIN)
     UPON REQUEST.

5.   All other information must be filled in where appropriate.
<PAGE>
             This is Page 2 of 18 pages of a subscription agreement
and related appendices, schedules and forms. Collectively, these pages together
                are referred to as the "Subscription Agreement".

                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO:  Sky Harvest  Windpower  Corp.  (the  "ISSUER"),  of 890 West Pender Street,
     Suite 710, Vancouver, BC, Canada V6C 1J9

Subject  and  pursuant  to the  terms  set out in the Terms on pages 3 to 5, the
General  Provisions on pages 5 to 13, the Investor  Questionnaire  and the other
schedules and appendices  attached which are hereby  incorporated  by reference,
the undersigned subscriber (the "SUBSCRIBER") hereby irrevocably subscribes for,
and on Closing will  purchase from the Issuer,  the following  securities at the
following price:

                             ________________ SHARES

US$0.25 per Share for a total purchase price of US$_____________

The Subscriber or the Beneficial  Purchaser  owns,  directly or indirectly,  the
following securities of the Issuer:

--------------------------------------------------------------------------------

[CHECK IF APPLICABLE]  The Subscriber or the Beneficial  Purchaser is an insider
of the Issuer.

The  Subscriber   directs  the  Issuer  to  issue,   register  and  deliver  the
certificates representing the Shares as follows:

<TABLE>
<CAPTION>
<S>                                                          <C>
REGISTRATION INSTRUCTIONS                                      DELIVERY INSTRUCTIONS

-----------------------------------------                      -----------------------------------------
Name to appear on certificate                                  Name and account reference, if applicable

-----------------------------------------                      -----------------------------------------
Account reference if applicable                                Contact name

-----------------------------------------                      -----------------------------------------
Address                                                        Address

                                                               -----------------------------------------
                                                               Telephone Number

EXECUTED BY THE SUBSCRIBER THIS ____ DAY OF  ______________,  2011. BY EXECUTING
THIS SUBSCRIPTION  AGREEMENT,  THE SUBSCRIBER  CERTIFIES THAT THE SUBSCRIBER AND
ANY  BENEFICIAL  PURCHASER FOR WHOM THE SUBSCRIBER IS ACTING ARE RESIDENT IN THE
JURISDICTION  SHOWN AS THE  "ADDRESS OF  SUBSCRIBER"  OR "ADDRESS OF  BENEFICIAL
PURCHASER", RESPECTIVELY.

                EXECUTION BY SUBSCRIBER:                                  DETAILS OF BENEFICIAL PURCHASER
                                                                         (IF NOT THE SAME AS SUBSCRIBER)

X
-----------------------------------------
Signature of individual (if Subscriber IS an individual)

X
-----------------------------------------                      -----------------------------------------
Authorized signatory (if Subscriber IS NOT an individual)     Name of Beneficial Purchaser (PLEASE PRINT)

-----------------------------------------                      -----------------------------------------
Name of Subscriber (PLEASE PRINT)                             E-mail address of Beneficial Purchaser

-----------------------------------------                      -----------------------------------------
Name of authorized signatory (PLEASE PRINT)                   Telephone Number of Beneficial Purchaser

-----------------------------------------                      -----------------------------------------
Address of Subscriber                                          Address of Beneficial Purchaser (residence)

-----------------------------------------
Telephone Number of Subscriber                                Accepted this ____ day of _______________, 2011

                                                              SKY HARVEST WINDPOWER CORP.

-----------------------------------------                      -----------------------------------------
E-mail address of Subscriber                                  Per:

-----------------------------------------                      -----------------------------------------
Social Security/Tax I.D. No. of Subscriber                    Authorized Signatory
</TABLE>

By signing this acceptance,  the Issuer agrees to be bound by the Terms on pages
3 to 5, the General Provisions on pages 5 to 13, the Investor  Questionnaire and
the other schedules and appendices incorporated by reference.
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                    PAGE 3 OF 16


                                      TERMS

Reference date of this
Subscription Agreement          __________________, 2011 (the "AGREEMENT DATE").

                               THE NON-US OFFERING

The Issuer                      Sky Harvest Windpower Corp. (the "ISSUER").

Non-US Offering                 The  offering  outside  of the US  (the  "NON-US
                                OFFERING") consists of up to ____________ shares
                                of common stock (each a "SHARE") of the Issuer.

Issue Price                     $0.25 per Share.

Total Amount pursuant to the
Non-US Offering
                                Up to $____________ from the sale of Shares.

Selling Jurisdictions           The Shares may be sold in jurisdictions  outside
                                of the United  States where they may be lawfully
                                sold (the "SELLING JURISDICTIONS").

Exemptions                      The offering will be made in accordance with the
                                following exemptions:

                                (a)   Regulation S -- Rules Governing Offers and
                                      Sales  Made  Outside  the  United   States
                                      Without  Registration Under the Securities
                                      Act of 1933;

                                (b)   one  of  categories  of  registration  and
                                      prospectus exemptions provided in National
                                      Instrument  45-106  ("NI  45-106")  of the
                                      Canadian Securities Administrators adopted
                                      by   the   British   Columbia   Securities
                                      Commission    (the   "BCSC")   and   other
                                      provincial securities commissions; and

                                (c)   such other  exemptions as may be available
                                      the   securities   laws  of  the   Selling
                                      Jurisdictions.

Registration of Securities      The  Shares  will  not be  registered  with  the
                                United States Securities and Exchange Commission
                                (the "SEC").

Resale restrictions and
legends                         The Subscriber  acknowledges  that any resale of
                                any of the  Shares  will be  subject  to  resale
                                restrictions   contained   in   the   securities
                                legislation  applicable  to  the  Subscriber  or
                                proposed transferee. The Subscriber acknowledges
                                that none of the  Shares  have  been  registered
                                under the 1933 Act or the securities laws of any
                                state of the United States.

                                If the  Subscriber  is  resident  in  any  other
                                jurisdiction  other than British  Columbia,  the
                                Subscriber  understands  that  any  certificates
                                representing   the  Shares  will  bear   legends
                                indicating that the resale of such securities is
                                restricted,  which legends will be 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  [INSERT  THE  DATE  THAT  IS 4
                                MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

                                THE  SECURITIES  REPRESENTED  HEREBY  HAVE  BEEN
                                OFFERED IN AN OFFSHORE  TRANSACTION  TO A PERSON
                                WHO IS NOT A U.S.  PERSON  (AS  DEFINED  HEREIN)
                                PURSUANT TO REGULATION S UNDER THE UNITED STATES
                                SECURITIES  ACT OF 1933,  AS AMENDED  (THE "1933
                                ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                    PAGE 4 OF 16


                                HAVE BEEN REGISTERED  UNDER THE 1933 ACT, OR ANY
                                U.S.  STATE  SECURITIES  LAWS,  AND,  UNLESS  SO
                                REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
                                OR INDIRECTLY,  IN THE UNITED STATES (AS DEFINED
                                HEREIN) OR TO U.S.  PERSONS EXCEPT IN ACCORDANCE
                                WITH THE  PROVISIONS  OF  REGULATION S UNDER THE
                                1933 ACT, PURSUANT TO AN EFFECTIVE  REGISTRATION
                                STATEMENT  UNDER THE 1933 ACT, OR PURSUANT TO AN
                                AVAILABLE  EXEMPTION  FROM,  OR IN A TRANSACTION
                                NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
                                THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
                                WITH  APPLICABLE   STATE   SECURITIES  LAWS.  IN
                                ADDITION,  HEDGING  TRANSACTIONS  INVOLVING  THE
                                SECURITIES  MAY  NOT  BE  CONDUCTED   UNLESS  IN
                                COMPLIANCE  WITH THE 1933 ACT.  "UNITED  STATES"
                                AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S
                                UNDER THE 1933 ACT.

                                The Subscriber and any Beneficial  Purchaser are
                                advised to consult with their own legal  counsel
                                or advisors to determine the resale restrictions
                                that may be applicable to them.

Closing  Date                   The  completion  of the sale and purchase of the
                                Shares will take place in one or more  closings,
                                on a date or dates as  agreed  to by the  Issuer
                                and the Subscriber (the "CLOSING DATE").

Use of Proceeds                 The Issuer  intends to use the proceeds from the
                                sale of the Shares  for its wind power  projects
                                and working capital purposes

                                   THE ISSUER

Jurisdiction  of organization   The Issuer is incorporated under the laws of the
                                State of Nevada.

Market                          Certain   market   makers  make  market  in  the
                                Issuer's shares of common stock on the Financial
                                Industry  Regulatory  Authority's  OTC  Bulletin
                                Board.

Commissions with Jurisdiction
Over the Issuer                 The  "COMMISSIONS  WITH  JURISDICTION  OVER  THE
                                ISSUER"  are the United  States  Securities  and
                                Exchange   Commission,   any  applicable   state
                                securities   regulators,   the   BCSC   and  any
                                provincial securities commissions in Canada.

Securities Legislation
Applicable to the Issuer        The  "SECURITIES  LEGISLATION  APPLICABLE TO THE
                                ISSUER"   is  the  1933  Act,   1934  Act,   any
                                applicable state securities laws, the BC Act and
                                any applicable provincial securities laws.

                                  END OF TERMS

                               GENERAL PROVISIONS

1. DEFINITIONS

1.1 In the Subscription  Agreement  (including the first (cover) page, the Terms
on pages 3 to 5, the General Provisions on pages 5 to 13 and the other schedules
and  appendices  incorporated  by  reference),  the  following  words  have  the
following meanings unless otherwise indicated:

     (a)  "1933 ACT" means the United States Securities Act of 1933, as amended;

     (b)  "1934 ACT" means the United States Securities Exchange Act of 1934, as
          amended;
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                    PAGE 5 OF 16


     (c)  "APPLICABLE  LEGISLATION" means the Securities  Legislation Applicable
          to the Issuer (as defined on page 5) and all legislation  incorporated
          in the  definition  of this  term in other  parts of the  Subscription
          Agreement,   together  with  the   regulations   and  rules  made  and
          promulgated  under  that  legislation  and all  administrative  policy
          statements,   blanket   orders   and   rulings,   notices   and  other
          administrative  directions  issued  by  the  Commissions  (as  defined
          herein);

     (d)  "BC ACT" has the meaning ascribed to it in the Terms;

     (e)  "BCI 51-509" has the meaning ascribed to it in the Terms;

     (f)  "BC LEGEND" has the meaning ascribed to it in section 4.3 hereto.

     (g)  "BCSC" has the meaning ascribed to it in the Terms;

     (h)  "BENEFICIAL  PURCHASER"  means a person  for whom  the  Subscriber  is
          acting in purchasing  the Shares who will be the  beneficial  owner of
          the  Securities  within  the  meaning  attributed  to it by Rule 13d-3
          adopted by the SEC under the 1934 Act;

     (i)  "CLOSING" means the completion of the sale and purchase of the Shares;

     (j)  "CLOSING DATE" has the meaning ascribed to it in the Terms;

     (k)  "COMMISSIONS"  means the Commissions with Jurisdiction over the Issuer
          (as defined on page 5) and the securities commissions  incorporated in
          the  definition  of  this  term in  other  parts  of the  Subscription
          Agreement;

     (l)  "FINAL  CLOSING  DATE" means the final closing date of the US Offering
          and Concurrent Non-US Offering,  whichever is later. In the event that
          the Concurrent  Non-US  Offering does not close the Final Closing Date
          shall be the Closing Date;

     (m)  "GENERAL   PROVISIONS"   means  those  portions  of  the  Subscription
          Agreement headed "GENERAL PROVISIONs" and contained on pages 5 to 13;

     (n)  "ISSUER" has the meaning ascribed to it in the Terms;

     (o)  "NI 45-106" has the meaning ascribed to it in the Terms;

     (p)  "PRIVATE  PLACEMENT" means the offering of the Securities on the terms
          and conditions of this Subscription Agreement;

     (q)  "SHARE" has the meaning ascribed to it in the Terms;

     (r)  "SEC" has the meaning ascribed to in the Terms;

     (s)  "SELLING JURISDICTIONS" has the meaning ascribed to it in the Terms;

     (t)  "SUBSCRIBER" means a U.S. person;

     (u)  "SUBSCRIPTION  AGREEMENT"  means the first (cover) page,  the Terms on
          pages 3 to 5, the General  Provisions  on pages 5 to 13, the  Investor
          Questionnaire  and the other schedules and appendices  incorporated by
          reference; and

     (v)  "TERMS"  means those  portions of the  Subscription  Agreement  headed
          "Terms" and contained on pages 3 to 5.

     (w)  "U.S.  PERSON"  has the meaning as defined by  Regulation  S under the
          U.S. Securities Act which definition includes,  but is not limited to,
          an  individual  resident in the United  States,  an estate or trust of
          which any executor or  administrator  or trustee,  respectively,  is a
          U.S.   Person  and  any   partnership  or  corporation   organized  or
          incorporated under the laws of the United States;
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                    PAGE 6 OF 16


1.2 In the Subscription Agreement, the following terms have the meanings defined
in Regulation S of the 1933 Act ("REGULATION  S"):  "DIRECTED  SELLING EFFORTS",
"FOREIGN ISSUER",  "SUBSTANTIAL U.S. MARKET INTEREST", "U.S. PERSON" and "UNITED
STATES".

1.3 In the Subscription  Agreement,  unless otherwise specified,  currencies are
indicated in US dollars.

1.4 In the Subscription Agreement,  other words and phrases that are capitalized
have the meanings assigned to them in the body hereof.

2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

2.1 ACKNOWLEDGEMENTS AND AGREEMENTS OF SUBSCRIBER

The Subscriber acknowledges (on its own behalf and, if applicable,  on behalf of
each  Beneficial  Purchaser for whom the  Subscriber is  contracting  hereunder)
that:

     (a)  none of the Shares have been or will be registered under the 1933 Act,
          or under any state  securities  or "blue sky" laws of any state of the
          United States,  and, unless so registered,  may not be offered or sold
          in the United  States or,  directly or  indirectly,  to U.S.  Persons,
          except in accordance  with the provisions of Regulation S, pursuant to
          an effective registration statement under the 1933 Act, or pursuant to
          an  exemption   from,  or  in  a  transaction   not  subject  to,  the
          registration  requirements  of the 1933 Act and in each  case  only in
          accordance with applicable state and provincial securities laws;

     (b)  the Subscriber  acknowledges  that the Issuer has not undertaken,  and
          will have no obligation,  to register any of the Shares under the 1933
          Act or any other securities legislation;

     (c)  by  completing   the  Investor   Questionnaire,   the   Subscriber  is
          representing  and  warranting  the  Subscriber  satisfies  one  of the
          categories of registration  and prospectus  exemptions  provided in NI
          45-106;

     (d)  the decision to execute this  Subscription  Agreement  and acquire the
          Shares  agreed to be purchased  hereunder  has not been based upon any
          oral or written  representation  as to fact or otherwise made by or on
          behalf of the Issuer and such decision is based entirely upon a review
          of any public  information which has been filed by the Issuer with the
          SEC in compliance, or intended compliance,  with applicable securities
          legislation;

     (e)  the Subscriber and the  Subscriber's  advisor(s) have had a reasonable
          opportunity to ask questions of and receive answers from the Issuer in
          connection  with the  distribution  of the  Shares  hereunder,  and to
          obtain additional  information,  to the extent possessed or obtainable
          without  unreasonable  effort or  expense,  necessary  to  verify  the
          accuracy of the information about the Issuer;

     (f)  the books and records of the Issuer  were  available  upon  reasonable
          notice   for   inspection,    subject   to   certain   confidentiality
          restrictions,  by the Subscriber during  reasonable  business hours at
          its principal place of business, and all documents,  records and books
          in connection with the  distribution of the Shares hereunder have been
          made  available for  inspection by the  Subscriber,  the  Subscriber's
          lawyer and/or advisor(s);

     (g)  all of the information which the Subscriber has provided to the Issuer
          is correct and complete as of the date the  Subscription  Agreement is
          signed, and if there should be any change in such information prior to
          this  Subscription   Agreement  being  executed  by  the  Issuer,  the
          Subscriber will immediately provide the Issuer with such information;

     (h)  the Issuer is entitled to rely on the  representations  and warranties
          of the  Subscriber  contained in this  Subscription  Agreement and the
          Investor  Questionnaire  and the  Subscriber  will hold  harmless  the
          Issuer  from any loss or damage  it or they may  suffer as a result of
          the  Subscriber's  failure to  correctly  complete  this  Subscription
          Agreement or the Investor Questionnaire;
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                    PAGE 7 OF 16


     (i)  the Subscriber  will indemnify and hold harmless the Issuer and, where
          applicable, its directors,  officers,  employees, agents, advisors and
          shareholders,  from and  against any and all loss,  liability,  claim,
          damage and expense whatsoever (including,  but not limited to, any and
          all  fees,  costs  and  expenses  whatsoever  reasonably  incurred  in
          investigating,  preparing  or  defending  against any claim,  lawsuit,
          administrative   proceeding  or  investigation  whether  commenced  or
          threatened)  arising  out  of or  based  upon  any  representation  or
          warranty of the Subscriber  contained in this Subscription  Agreement,
          the  Investor  Questionnaire  or in  any  document  furnished  by  the
          Subscriber  to the Issuer in connection  herewith  being untrue in any
          material  respect or any breach or failure by the Subscriber to comply
          with any covenant or agreement made by the Subscriber to the Issuer in
          connection therewith;

     (j)  the Issuer will refuse to register any transfer of the Shares not made
          in  accordance  with the  provisions  of  Regulation S, pursuant to an
          effective  registration statement under the 1933 Act or pursuant to an
          available exemption from the registration requirements of the 1933 Act
          and in accordance with any other applicable securities laws;

     (k)  the Subscriber has been advised to consult the Subscriber's own legal,
          tax and other  advisors  with  respect  to the  merits and risks of an
          investment  in the  Shares  and  with  respect  to  applicable  resale
          restrictions,  and it is solely  responsible (and the Issuer is not in
          any way responsible) for compliance with:

          (i)  any applicable  laws of the  jurisdiction in which the Subscriber
               is resident in  connection  with the  distribution  of the Shares
               hereunder, and

          (ii) applicable resale restrictions;

     (l)  in addition to resale restrictions imposed under U.S. securities laws,
          there are  additional  restrictions  on the  Subscriber's  ability  to
          resell any of the Shares in Canada under the BC Act and BCI 51-509;

     (m)  the Issuer has advised the Subscriber that the Issuer is relying on an
          exemption  from the  requirements  to provide  the  Subscriber  with a
          prospectus to issue the Shares and, as a consequence  of acquiring the
          Shares  pursuant to such  exemption  certain  protections,  rights and
          remedies provided by the applicable securities  legislation of British
          Columbia including statutory rights of rescission or damages, will not
          be available to the Subscriber;

     (n)  others will rely upon the truth and  accuracy  of the  representations
          and   warranties   contained   in  this   Section   2.1  and  if  such
          representations  and  warranties  are no longer  accurate or have been
          breached, the Subscriber shall immediately notify the Issuer;

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

     (p)  no documents in connection with the sale of the Shares  hereunder have
          been reviewed by the SEC or any state securities administrators;

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

     (r)  this  Subscription  Agreement  is not  enforceable  by the  Subscriber
          unless  it  has  been  accepted  by the  Issuer,  and  the  Subscriber
          acknowledges  and agrees that the Issuer  reserves the right to reject
          any Subscription for any reason whatsoever.

2.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

The Subscriber  represents and warrants to and covenants with the Issuer (on its
own behalf and, if applicable,  on behalf of the Beneficial  Purchaser from whom
the  Subscriber  is  contracting  hereunder)  that,  as  at  the  date  of  this
Subscription Agreement and at the Closing:
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                    PAGE 8 OF 16


     (a)  the  Subscriber  is  resident  in the  jurisdiction  set out under the
          heading "Name and Address of Subscriber" on the signature page of this
          Subscription Agreement;

     (b)  it has the legal  capacity  and  competence  to enter into and execute
          this Subscription  Agreement and to take all actions required pursuant
          hereto  and,  if the  Subscriber  is a  corporate  entity,  it is duly
          incorporated and validly subsisting under the laws of its jurisdiction
          of  incorporation  and  all  necessary  approvals  by  its  directors,
          shareholders and others have been obtained to authorize  execution and
          performance   of  this   Subscription   Agreement  on  behalf  of  the
          Subscriber;

     (c)  the entering into of this Subscription  Agreement and the transactions
          contemplated hereby do not result in the violation of any of the terms
          and provisions of any law  applicable to, or the constating  documents
          of, the Subscriber or of any agreement,  written or oral, to which the
          Subscriber  may be a party or by  which  the  Subscriber  is or may be
          bound;

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

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

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

     (g)  the Subscriber has made an independent  examination and  investigation
          of an  investment in the Shares and the Issuer and has depended on the
          advice of its legal and financial  advisors and agrees that the Issuer
          will not be responsible  in any way  whatsoever  for the  Subscriber's
          decision to invest in the Shares and the Issuer;

     (h)  the  Subscriber  (i) has adequate net worth and means of providing for
          its current financial needs and possible personal contingencies,  (ii)
          has no need for  liquidity  in this  investment,  and (iii) is able to
          bear  the  economic  risks  of an  investment  in  the  Shares  for an
          indefinite period of time;

     (i)  the  Subscriber  (i)  is  able  to  fend  for  him/her/itself  in  the
          Subscription;  (ii) has such  knowledge  and  experience  in  business
          matters  as to be capable  of  evaluating  the merits and risks of its
          prospective  investment  in the  Shares;  and (iii) has the ability to
          bear the economic risks of its  prospective  investment and can afford
          the complete loss of such investment;

     (j)  all information  contained in the Investor  Questionnaire  is complete
          and accurate and may be relied upon by the Issuer;

     (k)  the Subscriber  understands and agrees that the Issuer and others will
          rely   upon  the   truth  and   accuracy   of  the   acknowledgements,
          representations   and  agreements   contained  in  this   Subscription
          Agreement  and the  Investor  Questionnaire  and agrees that if any of
          such  acknowledgements,  representations  and agreements are no longer
          accurate or have been breached,  the Subscriber  shall promptly notify
          the Issuer;

     (l)  the  Subscriber  is  purchasing  the  Shares for its own  account  for
          investment  purposes  only and not for the account of any other person
          and not for distribution, assignment or resale to others, and no other
          person has a direct or indirect  beneficial  interest is such  Shares,
          and the  Subscriber has not subdivided his interest in the Shares with
          any other person;

     (m)  the Subscriber is not an  underwriter  of, or dealer in, the shares of
          common  stock  of the  Issuer,  nor is the  Subscriber  participating,
          pursuant to a contractual agreement or otherwise,  in the distribution
          of the Shares;

     (n)  the  Subscriber  has  previously  invested in the Issuer  and/or has a
          pre-existing  relationship  with  the  Issuer,  is  not  aware  of any
          advertisement  of any of the Shares and is not acquiring the Shares as
          a result of any form of general  solicitation  or general  advertising
          including  advertisements,  articles,  notices or other communications
          published  in any  newspaper,  magazine or similar  media or broadcast
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                    PAGE 9 OF 16


          over radio or  television,  or any seminar or meeting whose  attendees
          have been invited by general solicitation or general advertising;

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

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

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

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

          (iv) that any of the Shares  will be listed and posted for  trading on
               any stock exchange or automated  dealer  quotation system or that
               application  has been made to list and post any of the  Shares of
               the Issuer on any stock  exchange or automated  dealer  quotation
               system; and

     (p)  the Subscriber satisfies one of clauses 0, 0 or 0 below:

          (i)  if the  Subscriber  is resident in Canada and is, or is deemed to
               be, purchasing the Shares as principal for its own account or for
               the account of a beneficial  purchaser  resident in Canada as set
               forth in this Subscription Agreement as the "Disclosed Principal"
               and not for the  benefit of any other  person and not with a view
               to the  resale and  distribution  of all or any of the Shares and
               such resident Canadian is either:

               A.   purchasing the Shares for an Aggregate  Subscription  Amount
                    of not less  than  CDN$150,000  pursuant  to the  prospectus
                    exemption under section 2.10 of NI 45-106,

               B.   an "affiliate" of the Issuer as defined in NI 45-106, or

               C.   an "Accredited Investor" as defined in NI 45-106

          AND HAS EXECUTED AND  DELIVERED  TO THE INVESTOR  QUETIONNAIRE  IN THE
          FORM ATTACHED HERETO AS SCHEDULE "A" (with the schedule  initialled as
          indicated)  indicating  that the  Subscriber  fits  within  one of the
          categories of investor set forth therein, OR

          (ii) if the Subscriber is resident in a jurisdiction  OUTSIDE OF NORTH
               AMERICA:

               A.   the execution of this  Subscription  Agreement and the final
                    decision by the  Subscriber to acquire the Shares,  together
                    with all acts of  solicitation  and  negotiation,  were made
                    outside of North America,

               B.   the  Subscriber is not purchasing the Shares for the benefit
                    of any  citizen or  resident  of Canada,  or a  corporation,
                    partnership  or other entity  created in or organized  under
                    the laws of Canada or any  province or  territory of Canada,
                    or any U.S. Person,

               C.   the Subscriber is purchasing the Shares for investment  only
                    and not with a view to the resale or  distribution of all or
                    any of the Shares,

               D.   the purchase and sale of the Shares as  contemplated in this
                    Subscription  Agreement  does  not  contravene  any  of  the
                    applicable securities laws in the Subscriber's  jurisdiction
                    of residence and does not trigger:

                    I.   any  obligation  on the part of the Issuer or the Agent
                         to  prepare   and  file  a   prospectus,   an  offering
                         memorandum  or similar  document,  or any other ongoing
                         reporting requirements with respect to such purchase or
                         otherwise, or
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                   PAGE 10 OF 16


                    II.  any registration or other obligation on the part of the
                         Issuer or the Agent,

               and the Subscriber  will provide such evidence of compliance with
               all such matters as the Issuer or the Agent may request  prior to
               Closing, and

               E.   the  Subscriber  has EXECUTED AND  DELIVERED TO THE INVESTOR
                    QUESTIONNAIRE  IN THE FORM  ANNEXED  HERETO AS SCHEDULE  "A"
                    (with the schedule initialled as indicated)  indicating that
                    the Subscriber fits within one of the categories of investor
                    as if  the  Subscriber  were a  resident  of a  province  or
                    territory of Canada, OR

          (iii) if the Subscriber  is not  purchasing  as principal  for its own
               account, then:

               A.   the  Subscriber  is duly  authorized  to execute and deliver
                    this   Subscription   Agreement  and  all  other   necessary
                    documentation  in connection  with the purchase of Shares on
                    behalf of each beneficial  purchaser for whom the Subscriber
                    acts,

               B.   the Subscriber  acknowledges that the Issuer may be required
                    by law to  disclose,  on a  confidential  basis,  to certain
                    regulatory  authorities,  the  identity  of each  beneficial
                    purchaser  of Shares for whom the  Subscriber  may be acting
                    and the Subscriber has disclosed the beneficial  purchaser's
                    identity as the "Disclosed Principal",

               C.   the Subscriber is purchasing the Shares for investment  only
                    and not with a view to the resale or  distribution of all or
                    any of the Shares, and

               D.   the Subscriber is resident in, and subject to the securities
                    laws of, the jurisdiction indicated on the face page of this
                    Subscription  Agreement as the "Subscriber's Address" and if
                    the  Subscriber is acting as agent for one or more Disclosed
                    Principals,  each  Disclosed  Principal  is  resident in and
                    subject to the securities laws of the jurisdiction set forth
                    in this Subscription  Agreement as the "Principal's Address"
                    and each  Disclosed  Principal is  purchasing as a principal
                    for its own account, not for the benefit of any other person
                    and not with a view to the resale or  distribution of all or
                    any of the Shares and each Disclosed  Principal has complied
                    with and satisfies the requirements of one of clauses 0 or 0
                    above;

     (q)  the  Subscriber  acknowledges  and agrees  that the  Issuer  shall not
          consider  the  Subscriber's  Subscription  for  acceptance  unless the
          undersigned  provides  to the Issuer,  along with an executed  copy of
          this Subscription Agreement:

          (i)  a fully  completed  and  executed  copy  of each of the  Investor
               Questionnaire in the form attached hereto as Exhibit A, and

          (ii) such other supporting  documentation that the Issuer or its legal
               counsel may request to establish the  Subscriber's  qualification
               as a qualified investor.

     (r)  the Subscriber is not a "U.S.  Person" and is not acquiring the Shares
          for the account or benefit of a U.S.  Person or a person in the United
          States;

     (s)  the  Shares  have not been  offered  to the  Subscriber  in the United
          States or when the Subscriber was a U.S.  Person,  and the individuals
          making the order to purchase the Shares and executing  and  delivering
          this  Subscription  Agreement on behalf of the Subscriber  were not in
          the United  States  when the order was  placed  and this  Subscription
          Agreement was executed and delivered;

     (t)  the Subscriber is not and will not be purchasing the Shares,  directly
          or  indirectly,  for the  account or  benefit of a U.S.  Person or any
          person  in the  United  States  and the  Subscriber  does not have any
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                   PAGE 11 OF 16


          agreement  or  understanding  (either  written  or oral) with any U.S.
          Person or a person in the United States respecting:

          (i)  the transfer or  assignment  of any rights or interests in any of
               the Shares

          (ii) the  division  of  profit,  losses,  fees,  commissions,  or  any
               financial stake in connection with this  Subscription  Agreement,
               or

          (iii) the voting of the Shares.

2.3 RELIANCE, INDEMNITY AND NOTIFICATION OF CHANGES

The representations and warranties in the Subscription  Agreement (including the
first (cover) page, the Terms on pages 3 to 5, the General Provisions on pages 5
to 13,  the  Investor  Questionnaire  and the  other  schedules  and  appendices
incorporated  by reference) are made by the Subscriber with the intent that they
be relied upon by the Issuer in  determining  its  suitability as a purchaser of
Shares,  and the  Subscriber  hereby agrees to indemnify the Issuer  against all
losses, claims, costs, expenses and damages or liabilities which any of them may
suffer or incur as a result of reliance  thereon.  The Subscriber  undertakes to
notify the Issuer immediately of any change in any  representation,  warranty or
other  information  relating  to the  Subscriber  set forth in the  Subscription
Agreement  (including  the first  (cover)  page,  the Terms on pages 3 to 5, the
General  Provisions on pages 5 to 13, the Investor  Questionnaire  and the other
schedules and appendices  incorporated by reference)  which takes place prior to
the Closing.

2.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The  representations  and warranties  contained in this Section will survive the
Closing.

3. ACKNOWLEDGEMENT AND WAIVER

The  Subscriber  has  acknowledged  that the  decision to acquire the Shares was
solely  made on the basis of  publicly  available  information.  The  Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.

4. RESALE RESTRICTIONS

4.1 The  Subscriber  acknowledges  that any resale of any of the Shares  will be
subject  to  resale  restrictions   contained  in  the  securities   legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that  none  of the  Shares  have  been  registered  under  the  1933  Act or the
securities laws of any state of the United States. The Shares may not be offered
or sold in the United  States  unless  registered  in  accordance  with  federal
securities laws and all applicable state securities laws or exemptions from such
registration requirements are available.

4.2  The  Subscriber   acknowledges  that  the  Shares  are  subject  to  resale
restrictions  in Canada and may not be traded in Canada  except as  permitted by
the applicable provincial securities laws and the rules made thereunder.

4.3 If the  Subscriber  is not a  resident  of  British  Columbia  or any  other
jurisdiction of Canada,  the Subscriber  represents,  warrants and  acknowledges
that:

     (a)  a subsequent  trade in the Shares in or from  British  Columbia or any
          other  jurisdiction  of Canada will be a  distribution  subject to the
          prospectus  and  registration   requirements  of  Applicable  Canadian
          Securities  Laws unless certain  conditions are met, which  conditions
          include, among others, a requirement that any certificate representing
          the Shares (or ownership  statement issued under a direct registration
          system  or  other  book  entry  system)  bear the  restrictive  legend
          specified  in BCI 51-509 (the "BC LEGEND") or the  restrictive  legend
          specified in NI 45-102 (the "CSA LEGEND");
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                   PAGE 12 OF 16


     (b)  the Subscriber is not a resident of Canada and undertakes not to trade
          or resell  any of the  Shares in or from  Canada  unless  the trade or
          resale  is made  in  accordance  with  BCI  51-509  or NI  45-102,  as
          applicable.  The Subscriber understands and agrees that the Issuer and
          others will rely upon the truth and accuracy of these  representations
          and  warranties  made  in  this  Section  4 and  agrees  that  if such
          representations  and  warranties  are no longer  accurate or have been
          breached, the Subscriber shall immediately notify the Issuer;

     (c)  by executing  and  delivering  this  Subscription  Agreement  and as a
          consequence  of  the   representations  and  warranties  made  by  the
          Subscriber  in this Section 4, the  Subscriber  will have directed the
          Issuer  not  to  include  the  BC  Legend  or the  CSA  Legend  on any
          certificates  representing  the Shares to be issued to the Subscriber.
          As a  consequence,  the  Subscriber  will  not be  able to rely on the
          resale provisions of BCI 51-509 or NI 45-102, and any subsequent trade
          in any  of  the  Shares  in or  from  British  Columbia  or any  other
          jurisdiction  of  Canada  will  be  a  distribution   subject  to  the
          prospectus  and  registration   requirements  of  Applicable  Canadian
          Securities Laws; and

     (d)  if the  Subscriber  wishes to trade or resell  any of the Shares in or
          from  British  Columbia  or any  other  jurisdiction  of  Canada,  the
          Subscriber agrees and undertakes to return, prior to any such trade or
          resale,  any  certificate  representing  the  Shares  to the  Issuer's
          transfer agent to have the BC Legend or the CSA Legend, as applicable,
          imprinted on such  certificate  or to instruct  the Issuer's  transfer
          agent to include the BC Legend or the CSA Legend, as applicable on any
          ownership statement issued under a direct registration system or other
          book entry system.

5. COLLECTION OF PERSONAL INFORMATION

5.1 The  Subscriber  acknowledges  and  consents  to the fact that the Issuer is
collecting the Subscriber's  personal  information for the purpose of fulfilling
this  Subscription  Agreement  and  completing  the offering.  The  Subscriber's
personal  information (and, if applicable,  the personal information of those on
whose behalf the  Subscriber is  contracting  hereunder) may be disclosed by the
Issuer to (a) stock  exchanges or  securities  regulatory  authorities,  (b) the
Issuer's  registrar  and  transfer  agent,  (c) Canadian  tax  authorities,  (d)
authorities  pursuant to the PROCEEDS OF CRIME (MONEY  LAUNDERING) AND TERRORIST
FINANCING  ACT  (Canada)  and (e) any of the other  parties  involved  in the US
Offering,  including  legal  counsel,  and may be  included  in record  books in
connection  with the offering.  By executing this  Subscription  Agreement,  the
Subscriber  is deemed to be  consenting  to the  foregoing  collection,  use and
disclosure of the Subscriber's  personal  information  (and, if applicable,  the
personal  information  of those on whose behalf the  Subscriber  is  contracting
hereunder)  and to the  retention of such  personal  information  for as long as
permitted  or  required by law or business  practice.  Notwithstanding  that the
Subscriber  may be  purchasing  Shares  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 Issuer in order
to comply with the foregoing.

5.2 Furthermore, the Subscriber is hereby notified that:

     (a)  the Issuer may deliver to a provincial securities commission in Canada
          and/or  the  SEC  certain  personal  information   pertaining  to  the
          Subscriber, including such Subscriber's full name, residential address
          and telephone number,  the number of shares or other securities of the
          Issuer owned by the Subscriber,  the number of Shares purchased by the
          Subscriber  and the total  purchase  price paid for such  Shares,  the
          prospectus  exemption  relied  on  by  the  Issuer  and  the  date  of
          distribution of the Shares,

     (b)  such  information  is  being  collected  indirectly  by  a  provincial
          securities  commission in Canada under the authority  granted to it in
          securities legislation, and

     (c)  such   information  is  being   collected  for  the  purposes  of  the
          administration  and  enforcement  of  the  securities  legislation  of
          Canada.

6. ISSUER'S ACCEPTANCE

The Subscription  Agreement,  when executed by the Subscriber,  and delivered to
the Issuer,  will  constitute  a  subscription  for the Shares which will not be
binding on the Issuer until accepted by the Issuer by executing the Subscription
Agreement  in  the  space  provided  on the  face  page(s)  of the  Subscription
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                   PAGE 13 OF 16


Agreement  and,  notwithstanding  the Agreement  Date, if the Issuer accepts the
subscription by the Subscriber,  the Subscription Agreement will be entered into
on the date of such execution by the Issuer.

7. CLOSING

7.1 On or before  the end of the  business  day  before the  Closing  Date,  the
Subscriber  shall deliver to the Issuer or the Issuer's lawyers the Subscription
Agreement and all applicable  schedules and required forms,  duly executed,  and
wire  payment in full for the total price of the Shares to be  purchased  by the
Subscriber  to the Issuer  pursuant  to the wiring  instruction  provided by the
Issuer.

7.2 At  Closing,  the Issuer will  deliver to the  Subscriber  the  certificates
representing  the Shares  purchased by the Subscriber  registered in the name of
the Subscriber or its nominee, or as directed by the Subscriber.

7.3 Where the funds for the purchase of the Shares are  delivered to the Issuer,
the  Issuer is  entitled  to treat such  funds as an  interest  free loan to the
Issuer  until such time as the  subscription  for the Shares is accepted and the
certificates representing the Shares have been issued to the Subscriber.

8. MISCELLANEOUS

8.1 The  Subscriber  agrees  to sell,  assign or  transfer  the  Shares  only in
accordance with the  requirements of applicable  securities laws and any legends
placed on the Shares as contemplated by the Subscription Agreement.

8.2 The Subscriber  hereby authorizes the Issuer to correct any minor errors in,
or complete  any minor  information  missing  from any part of the  Subscription
Agreement and any other schedules,  forms, certificates or documents executed by
the  Subscriber  and  delivered  to the Issuer in  connection  with the  Private
Placement.

8.3 The Issuer will be entitled  to rely on  delivery  by  facsimile  machine or
e-mail of an executed copy of this Subscription Agreement, and acceptance by the
Issuer of such  facsimile or e-mail copy shall be equally  effective to create a
valid and binding  agreement between the Subscriber and the Issuer in accordance
with  the  terms  hereof.  If less  than a  complete  copy of this  Subscription
Agreement is delivered to the Issuer at Closing,  the Issuer and its counsel are
entitled  to assume that the  Subscriber  accepts and agrees to all of the terms
and  conditions  of  the  pages  not  delivered  at  Closing   unaltered.   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.

8.4 Without limitation,  this subscription and the transactions  contemplated by
this  Subscription  Agreement are  conditional  upon and subject to the Issuer's
having  obtained  such  regulatory   approval  of  this   subscription  and  the
transactions contemplated by this Subscription Agreement as the Issuer considers
necessary.

8.5 This Subscription Agreement is not assignable or transferable by the parties
hereto  without  the  express  written  consent  of  the  other  party  to  this
Subscription Agreement.

8.6 Time is of the essence of this Subscription Agreement.

8.7 Except as  expressly  provided  in this  Subscription  Agreement  and in the
agreements, instruments and other documents contemplated or provided for in this
Subscription   Agreement,   this  Subscription  Agreement  contains  the  entire
agreement  between the parties with respect to the Shares and there are no other
terms,  conditions,  representations or warranties  whether expressed,  implied,
oral or written, by statute, by common law, by the Issuer, or by anyone else.

8.8 The  parties to this  Subscription  Agreement  may amend  this  Subscription
Agreement only in writing.

8.9 This Subscription Agreement enures to the benefit of and is binding upon the
parties  to this  Subscription  Agreement  and their  successors  and  permitted
assigns.

8.10 A party to this  Subscription  Agreement  will give all notices to or other
written  communications  with the  other  party to this  Subscription  Agreement
concerning this  Subscription  Agreement by hand or by registered mail addressed
to the address given on page 1.
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                   PAGE 14 OF 16


8.11 This  Subscription  Agreement  is to be read with all  changes in gender or
number as required by the context.

8.12 This Subscription Agreement will be governed by and construed in accordance
with the  internal  laws of State of  Nevada  (without  reference  to its  rules
governing the choice or conflict of laws).


                            End of General Provisions
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                   PAGE 15 OF 16


                                    EXHIBIT A

                             INVESTOR QUESTIONNAIRE

All  capitalized  terms  herein,  unless  otherwise  defined,  have the meanings
ascribed thereto in the Subscription  Agreement  between the undersigned and Sky
Harvest Windpower Corp. (the "COMPANY").

The purpose of this  Questionnaire  is to assure the Company that the Subscriber
will meet certain requirements of National Instrument 45-106 ("NI 45-106").  The
Company will rely on the  information  contained in this  Questionnaire  for the
purposes of such determination.

The Subscriber covenants, represents and warrants to the Company that:

1.   if the Subscriber is not a resident of Ontario, the Subscriber is (TICK ONE
     OR MORE OF THE FOLLOWING BOXES):

     [ ]  (A)  a director,  executive officer,  founder or control person of the
               Company or an affiliate of the Company

     [ ]  (B)  a  spouse,  parent,  grandparent,  brother,  sister or child of a
               director,  executive  officer,  founder or control  person of the
               Company or an affiliate of the Company

     [ ]  (C)  a parent, grandparent,  brother, sister or child of the spouse of
               a director,  executive officer,  founder or control person of the
               Company or an affiliate of the Company

     [ ]  (D)  a close personal friend of a director, executive officer, founder
               or control person of the Company

     [ ]  (E)  a close  business  associate  of a director,  executive  officer,
               founder or control  person of the Company or an  affiliate of the
               Company

     [ ]  (F)  an accredited investor

     [ ]  (G)  a company, partnership or other entity of which a majority of the
               voting securities are beneficially owned by, or a majority of the
               directors are, persons described in paragraphs A to F

     [ ]  (H)  a trust or estate of which all of the beneficiaries or a majority
               of the trustees or executors are persons  described in paragraphs
               A to F

2.   if the  Subscriber  has  checked box B, C, D, E, G or H in Section 1 above,
     the director,  executive officer,  founder or control person of the Company
     with whom the undersigned has the relationship is:

--------------------------------------------------------------------------------

(INSTRUCTIONS  TO  SUBSCRIBER:  FILL IN THE  NAME OF  EACH  DIRECTOR,  EXECUTIVE
OFFICER,   FOUNDER  AND  CONTROL  PERSON  WHICH  YOU  HAVE  THE  ABOVE-MENTIONED
RELATIONSHIP WITH. IF YOU HAVE CHECKED BOX G OR H, ALSO INDICATE WHICH OF A TO F
DESCRIBES  THE  SECURITYHOLDERS,  DIRECTORS,  TRUSTEES  OR  BENEFICIARIES  WHICH
QUALIFY  YOU AS BOX G OR H AND PROVIDE  THE NAMES OF THOSE  INDIVIDUALS.  PLEASE
ATTACH A SEPARATE PAGE IF NECESSARY).

3.   if the  Subscriber is resident in Ontario,  the  Subscriber is (TICK ONE OR
     MORE OF THE FOLLOWING BOXES):

     [ ]  (A)  a founder of the Company
<PAGE>
SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS)
                                                                   PAGE 16 OF 16


     [ ]  (B)  an affiliate of a founder of the Company

     [ ]  (C)  a spouse,  parent,  brother,  sister,  grandparent or child of an
               executive officer, director or founder of the Company

     [ ]  (D)  a control person of the Company

     [ ]  (E)  an accredited investor

4.   if the  Subscriber  has  checked  box C in Section 3 above,  the  executive
     officer,  director or founder of the Company with whom the  undersigned has
     the relationship is:

(INSTRUCTIONS  TO  SUBSCRIBER:  FILL  IN THE  NAME OF  EACH  EXECUTIVE  OFFICER,
DIRECTOR OR FOUNDER WHICH YOU HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH.)

5.   if the  Subscriber  has  ticked  box F in  Section 1 or box E in  Section 3
     above,  the  Subscriber   satisfies  one  or  more  of  the  categories  of
     "accredited  investor"  (as that term is defined  in NI  45-106)  indicated
     below (please check the appropriate box):

     [ ]  (a) an individual who either alone or with a spouse  beneficially owns
          financial  assets  (as  defined  in NI  45-106)  having  an  aggregate
          realizable   value  that  before   taxes,   but  net  of  any  related
          liabilities, exceeds CDN$1,000,000;

     [ ]  (b) an individual  whose net income before taxes exceeded  CDN$200,000
          in each of the two more  recent  calendar  years or whose  net  income
          before taxes  combined with that of a spouse  exceeded  CDN$300,000 in
          each of those years and who,  in either  case,  reasonably  expects to
          exceed that net income level in the current calendar year;

     [ ]  (c) an individual who,  either alone or with a spouse,  has net assets
          of at least CDN $5,000,000;

     [ ]  (d) a person,  other than an individual or investment  fund,  that had
          net assets of at least CDN$5,000,000 as reflected on its most recently
          prepared financial statements; or

     [ ]  (e) a person  in  respect  of which all of the  owners  of  interests,
          direct, indirect or beneficial,  except the voting securities required
          by law are persons or companies that are accredited investors.

The  Subscriber  acknowledges  and agrees that the Subscriber may be required by
the  Company to  provide  such  additional  documentation  as may be  reasonably
required by the Company and its legal counsel in  determining  the  Subscriber's
eligibility to acquire the Shares under relevant legislation.

IN WITNESS  WHEREOF,  the undersigned has executed this  Questionnaire as of the
________ day of ______________________, 2011.


 If an Individual:                            If a Corporation, Partnership or
                                              Other Entity:

 -----------------------------------          ----------------------------------
 Signature                                    Print or Type Name of Entity

 -----------------------------------          ----------------------------------
 Print or Type Name                           Signature of Authorized Signatory

                                              ----------------------------------
                                              Type of Entity