---

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE SUBSCRIPTION AGREEMENT) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, 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.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS FOUR
MONTHS FROM THE CLOSING DATE.

PRIVATE PLACEMENT SUBSCRIPTION FOR U.S. SUBSCRIBERS

BROCKTON CAPITAL CORP.

PRIVATE PLACEMENT

INSTRUCTIONS TO SUBSCRIBER:

|1. | COMPLETEthe information on page 2 of this
      Subscription Agreement.                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                            
|2. | COMPLETEthe Questionnaires attached as Schedule A
      and Schedule B to this Subscription Agreement (the
    "Questionnaires").                                          
|   |                                                                                                                                                                            
|3. | WIREthe Subscription Proceeds to Clark Wilson
      LLP, counsel to the Company, pursuant to the wire instructions provided on
      page 2 of this Subscription Agreement.
|   |                                                                                                                                                                            
|4. | FAXa copy of page 2 of this Subscription
      Agreement, and all pages of the Questionnaires to Clark Wilson LLP,
      attention Virgil Hlus at (604) 687-6314.          
|   |                                                                                                                                                                            
|5. | COURIERthe originally executed copy of the entire
      Subscription Agreement, together with the Questionnaires, to Clark Wilson
      LLP, counsel to the Company, to    

Clark Wilson LLP 800-885 W Georgia Street Vancouver, BC,
Canada V6C 3H1 Attention: Virgil Hlus

---

2

BROCKTON CAPITAL CORP. PRIVATE PLACEMENT

The Subscriber hereby irrevocably subscribes for, and on Closing
  will purchase from the Company, the following securities at a price of US$0.50
  per Unit

_______________________________________Units
        ________________________________________________________________________________________________


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

|                                       |  |                                                
|-------------------------------------- |  | -----------------------------------------------
|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 __________
  , ______ . By executing this Agreement, the Subscriber certifies that the Subscriber
  and any beneficial purchaser for whom the Subscriber is acting is resident in
  the jurisdiction shown as the Address of the Subscriber. The address
  of the Subscriber will be accepted by the Company as a representative as to
  the address of residency for the Subscriber.

|WITNESS:                                       |  | EXECUTION BY SUBSCRIBER:                                
|---------------------------------------------- |  | --------------------------------------------------------
|                                               |  | X __________________________________________________    
|Signature of witness                           |  | Signature of individual (if Subscriber isan individual) 
|                                               |  | X __________________________________________________    
|Name of witness                                |  | Authorized signatory (if Subscriber is notan individual)
|                                               |  |                                                         
|Address of witness                             |  | Name of
      Subscriber (please print)                 
|                                               |  |                                                         
|                                               |  | Name of
      authorized signatory (please print)       
|ACCEPTED this _____ day of ___________, _____. |  |                                                         
|                                               |  |                                                         
|Brockton Capital Corp.                         |  | Address of Subscriber (residence)                       
|Per:                                           |  |                                                         
|                                               |  |                                                         
|Authorized signatory                           |  | Telephone number and e-mail address                     

By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on pages 4  11
hereof.

This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.

---

3

TRUST FUNDS (USD)

INSTRUCTIONS FOR WIRING FUNDS TO CLARK WILSON LLP

HSBC BANK USAONE HSBC CENTERBUFFALO, NEW YORK 14203ABA NO.: 021 001 088SWIFT CODE:                                        
        HKBCCATTACCOUNT NO.:                                      
        000050881For further credit to:HSBC BANK CANADA885 WEST GEORGIA STREETVANCOUVER, BRITISH COLUMBIAV6C 3G1 CANADAACCOUNT NAME:                                                       
        CLARK WILSON LLPU.S. TRUST ACCOUNT NO.:                                     
        491689-002TRANSIT NO.:                                                               
        10020BANK CODE:                                                                 
        16


PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND
OUR FILE NUMBER 32051-0001/VZH

---

4

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE SUBSCRIPTION AGREEMENT) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, 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.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS FOUR
MONTHS FROM THE CLOSING DATE.

PRIVATE PLACEMENT SUBSCRIPTION(U.S. Subscribers Only)

|TO: | BROCKTON CAPITAL CORP.(the Company)
|--- | -------------------------------------
|    | Suite 604  750 West Pender Street   
|    | Vancouver, BC V6C 2T7                

Purchase of Units

**1.**                         
**SUBSCRIPTION**

1.1                        
The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees
to purchase the number of units of the Company's common stock (the "Units") as
set out on page 2 of this Subscription Agreement at a price of US$0.50 per Unit
(such subscription and agreement to purchase being the "Subscription"), for the
total subscription price as set out on page 2 of this Subscription Agreement
(the "Subscription Proceeds"), which Subscription Proceeds are tendered
herewith, on the basis of the representations and warranties and subject to the
terms and conditions set forth herein.

1.2                        
Each Unit will consist of the following:

| | (a) | one share of common stock in the capital of the Company
      (the "Share"); and                                                                                                                                                                                                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | one-half of one non-transferable common share purchase
      warrant (the "Warrant"), with each whole warrant entitling the holder
      thereof to purchase one share of common stock in the capital of the
      Company (each, a "Warrant Share") at a price per Warrant Share of US$1.00
      for a period of one (1) year commencing on the date of the issuance of the
      Warrant.

1.3                        
The Shares, the Warrants and the Warrant Shares are collectively referred to as
the "Securities".

1.4                        
The Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Units. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company.

1.5                        
Unless otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America.

---

5

**2.**                         
**PAYMENT**

2.1                        
The Subscription Proceeds must accompany this Subscription Agreement and shall
be wired directly to the Company's lawyers in accordance with the wire
instructions set out on page 3 of this Subscription Agreement. The Subscriber
authorizes the Company's lawyers to deliver the Subscription Proceeds to the
Company.

2.2                        
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 60 days of the delivery of an executed Subscription Agreement by
the Subscriber, this Subscription Agreement, the Subscription Proceeds and any
other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement without interest or deduction.

2.3                        
Where the Subscription Proceeds are paid to the Company, the Company may treat
the Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company.

2.4                        
The Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement, the Questionnaires attached hereto as Schedule A
and Schedule B (collectively, the Questionnaires) and any other schedules
attached hereto.

2.5                        
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, the OTC Bulletin
Board, stock exchanges and applicable law.

**3.**                         
**CLOSING**

3.1                        
Closing of the purchase and sale of the Units shall occur on or before January
31, 2007, or on such other date as may be determined by the Company in its sole
discretion (the "Closing Date"). The Subscriber acknowledges that Units may be
issued to other subscribers under this offering (the "Offering") before or after
the Closing Date. The Company, may, at its discretion, elect to close the
Offering in one or more closings, in which event the Company may agree with one
or more subscribers (including the Subscriber hereunder) to complete delivery of
the Shares and the Warrants to such subscriber(s) against payment therefore at
any time on or prior to the Closing Date.

**4.**                         
**ACKNOWLEDGEMENTS OF SUBSCRIBER**

4.1                        
The Subscriber acknowledges and agrees that:

| | (a) | none of the Securities have been registered under the
      Securities Act of 1933, as amended (the "1933 Act"), or under any state
      securities or "blue sky" laws of any state of the United States, and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to U.S. Persons (as defined
      herein), except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with applicable state and provincial securities
      laws;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | the Company will refuse to register any transfer of any
      of the Securities not made in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933
Act;                                                                                                                                                                                                                                                                                                                                                                                                                          

---

6

| | (c) | by completing the Questionnaires, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45-106 ("NI 45-106") adopted by the British Columbia Securities
      Commission (the "BCSC") and is an accredited investor as that term is
      defined in Regulation D of the 1933 Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | the decision to execute this Subscription Agreement and
      purchase the Units agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based solely upon a review
      of publicly available information regarding the Company available on the
      website of the United States Securities and Exchange Commission (the
      "SEC") available at www.sec.gov and on the System for Electronic Document
      Analysis and Retrieval website available at www.sedar.com and (the
      "Company Information");                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber's attorney and/or advisor(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the Units
      pursuant to this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Questionnaires and the Subscriber
      will hold harmless the Company from any loss or damage it may suffer as a
      result of the Subscriber's failure to correctly complete this Subscription
      Agreement and the Questionnaires;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any acknowledgment,
      representation or warranty of the Subscriber contained herein, the
      Questionnaires or in any other document furnished by the Subscriber to the
      Company in connection herewith, being untrue in any material respect or
      any breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection
      therewith;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | the issuance and sale of the Units to the Subscriber will
      not be completed if it would be unlawful or if, in the discretion of the
      Company acting reasonably, it is not in the best interests of the
      Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (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 Securities and with respect to the
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance
  with:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

7

| | (i)  | any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                             
| | (ii) | applicable resale
restrictions;                                                                                                                             

| | (l) | the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Units through a person registered to
      sell securities under the Securities Act(British Columbia) (the
      BC Act) and, as a consequence of acquiring the Units pursuant to this
      exemption, certain protections, rights and remedies provided by the BC
      Act, including statutory rights of rescission or damages, will not be
      available to the Subscriber;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (m) | none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company's common
      stock on the OTC Bulletin Board;                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (n) | neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of any
      of the Securities;                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (o) | no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (p) | there is no government or other insurance covering any of
      the Securities; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (q) | this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.                                                                                                                                                                                                                                                                                                             

**5.**                         
**REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SUBSCRIBER**

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

| | (a) | the Subscriber is resident in the jurisdiction set out on
      page 2 of this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | the Subscriber is acquiring the Units as principal for
      investment only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part;                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | the Subscriber 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 corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | 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, if applicable, 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;                                                                                                                              

---

8

| | (f) | 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;                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (g) | the Subscriber has received and carefully read this
      Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (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
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i) | the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Subscriber is providing evidence of knowledge and experience in these
      matters through the information requested in the Questionnaires;                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (j) | the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Subscription Agreement and the Questionnaires, and agrees that if any of
      such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Subscriber shall promptly notify the
      Company;                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (k) | the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (l) | the Subscriber is purchasing the Units 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 Units,
      and the Subscriber has not subdivided his interest in the Units with any
      other person;                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (m) | the Subscriber is not an underwriter of, or dealer in,
      the shares of the Company's common stock, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Units;                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (n) | the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Securities and the
  Company;                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (o) | if the Subscriber is acquiring the Units as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (p) | the Subscriber is not aware of any advertisement of any
      of the Units and is not acquiring the Units as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (q) | no person has made to the Subscriber any written or oral
      representations:                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

9

| | (iii) | as to the future price or value of any of the Securities,
      or                                                                                                                                                                                                                                                                                                                                                                              
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)  | that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company's common stock on the OTC Bulletin Board;
and

| | (r) | the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                 

5.2                        
In this Subscription Agreement, the term "U.S. Person" shall have the meaning
ascribed thereto in Regulation S promulgated under the 1933 Act and for the
purpose of the Subscription Agreement includes any person in the United States.

**6.**                         
**ACKNOWLEDGEMENT AND WAIVER**

6.1                        
The Subscriber has acknowledged that the decision to purchase the Units was
solely made on the Company Information. The Subscriber hereby waives, to the
fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Units.

**7.**                         
**REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE
COMPANY**

7.1                        
The Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein and in the Questionnaires are made by it with the
intention that they may be relied upon by the Company and its legal counsel in
determining the Subscriber's eligibility to purchase the Units under applicable
securities legislation, or (if applicable) the eligibility of others on whose
behalf it is contracting hereunder to purchase the Units under applicable
securities legislation. The Subscriber further agrees that by accepting delivery
of the certificates representing the Units, it will be representing and
warranting that the acknowledgements representations and warranties contained
herein and in the Questionnaires are true and correct as of the date hereof and
will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Units.

**8.**                         
**RESALE RESTRICTIONS**

8.1                        
The Subscriber acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that none of the
Securities have been registered under the 1933 Act or the securities laws of any
state of the United States. None of the Securities may 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.

---

10

**9.**                         
**LEGENDING AND REGISTRATION OF SUBJECT SECURITIES**

9.1                        
The Subscriber hereby acknowledges that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares, the Warrants
or the Warrant Shares will bear a legend in substantially the following form:

> NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
>           REGISTERED UNDER THE (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER
>           THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
>           OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT
>           BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS
>           DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS
>           OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
>           STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
>           FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
>           OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
>           STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
>           SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
>           "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER
>           THE 1933 ACT.
>         UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
>           HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE
>           WHICH IS FOUR MONTHS FROM THE CLOSING DATE.

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

**10.**                       
**COLLECTION OF PERSONAL INFORMATION**

10.1                       The
Subscriber acknowledges and consents to the fact that the Company 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 Company
to (a) stock exchanges or securities regulatory authorities, (b) the Company'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 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
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 Company in order to comply with the
foregoing.

**11.**                       
**COSTS**

11.1                       The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Units shall be borne by the
Subscriber.

---

11

**12.**                       
**GOVERNING LAW**

12.1                       This
Subscription Agreement is governed by the laws of the Province of British
Columbia and the federal laws of Canada applicable thereto. The Subscriber, in
its personal or corporate capacity and, if applicable, on behalf of each
beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive
jurisdiction of the Courts of the Province of British Columbia.

**13.**                       
**SURVIVAL**

13.1                       This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Units by the Subscriber pursuant hereto.

**14.**                       
**ASSIGNMENT**

14.1                       This
Subscription Agreement is not transferable or assignable.

**15.**                       
**SEVERABILITY**

15.1                      
The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

**16.**                       
**ENTIRE AGREEMENT**

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

**17.**                       
**NOTICES**

17.1                       All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 2 and notices to the Company shall be directed to it at the first page of
this Subscription Agreement.

**18.**                       
**COUNTERPARTS AND ELECTRONIC MEANS**

18.1                      
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument. Delivery of an executed copy
of this Subscription Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.

---

SCHEDULE A

BRITISH COLUMBIA QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.

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. | the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                       
| | 2. | the Subscriber is (tick one or more of the following
      boxes):                                                                                                                                                                                                                                                    

| | (A) | a director, executive officer, employee 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                                                 | [   ]
| |     |                                                                                                                                                                                                       |      
| | (I) | purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000                                                                                              | [   ]

---

- 2 -

| | 3. | if the Subscriber has checked box B, C, D, E, G or H in
      Section 2 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).
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following
boxes):                                                                                                                                                                                                                                                                                                                                                      

| | (A) | a founder of the Company                                                                                                 | [   ]
| | --- | ------------------------------------------------------------------------------------------------------------------------ | -----
| |     |                                                                                                                          |      
| | (B) | an affiliate of a founder of the Company                                                                                 | [   ]
| |     |                                                                                                                          |      
| | (C) | a spouse, parent, brother, sister, grandparent or child
      of a director, executive officer or founder of the Company | [   ]
| |     |                                                                                                                          |      
| | (D) | a person that is a control person of the Company                                                                         | [   ]
| |     |                                                                                                                          |      
| | (E) | an accredited investor                                                                                                   | [   ]
| |     |                                                                                                                          |      
| | (F) | purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000                 | [   ]

| | 5. | if the Subscriber has checked box A, B, C or D in Section
      4 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, affiliate and control person which
      you have the above-mentioned relationship with.)                                                                              
| |    |                                                                                                                                                                                                                                                                          
| | 6. | if the Subscriber has ticked box F in Section 2 or box E
      in Section 4 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) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act(Canada);                                                                                                                                                                                                                                  
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                           
| | [   ] | (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act(Canada);                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                           
| | [   ] | (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary;                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                           
| | [   ] | (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act(Ontario) or the
      Securities Act (Newfoundland);

---

- 3 -

| | [   ] | (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d);                                                                                                                                                                                                            
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof;                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (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 (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;                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (k) 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 $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;                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (m) 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;                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt;                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (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;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [   ] | (r) a registered charity under the Income Tax Act(Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;                                                                                      

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- 4 -

| | [   ] | (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 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;                                                                     
| |       |                                                                                                                                                                                                                                                                                           
| | [   ] | (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                           
| | [   ] | (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;

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 Securities under relevant legislation.

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

|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                                



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SCHEDULE B

ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the 1933 Act)) and has indicated an interest in purchasing Shares of
the Company. The purpose of this Questionnaire is to assure the Company that
each Subscriber will meet the standards imposed by the 1933 Act and the
appropriate exemptions of applicable state securities laws. The Company will
rely on the information contained in this Questionnaire for the purposes of such
determination. The Shares will not be registered under the 1933 Act in reliance
upon the exemption from registration afforded by Section 3(b) and/or Section
4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the
Shares or any other securities of the Company in any state other than those
specifically authorized by the Company.

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder.

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of Accredited
Investors, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an Accredited Investor which the Subscriber satisfies.)

|_______ | Category 1 | An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- | ---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|_______ | Category 2 | A natural person whose individual net worth, or joint net
      worth with that persons spouse, on the date of purchase exceeds US
      $1,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|_______ | Category 3 | A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that persons spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|_______ | Category 4 | A bank as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934(United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940(United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958(United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974(United States) whose
      investment decisions are 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 $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors.

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- 2 -

|_______ | Category 5 | A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940(United
      States).                                                                                                   
|------- | ---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |            |                                                                                                                                                                                                                                              
|_______ | Category 6 | A director or executive officer of the Company.                                                                                                                                                                                              
|        |            |                                                                                                                                                                                                                                              
|_______ | Category 7 | A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act.
|        |            |                                                                                                                                                                                                                                              
|_______ | Category 8 | An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.                                                                                                                       

Note that prospective Subscribers claiming to satisfy one of
the above categories of Accredited Investor may be required to supply the
Company with a balance sheet, prior years federal income tax returns or other
appropriate documentation to verify and substantiate the Subscribers status as
an Accredited Investor.

If the Subscriber is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity:

---

The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire
  as of the ___ day of _______________, ________.

|If a Corporation, Partnership or Other Entity: |  | If an Individual:           
|---------------------------------------------- |  | ----------------------------
|                                               |  |                             
|                                               |  |                             
|Print or Type Name of Entity                   |  | Signature                   
|                                               |  |                             
|                                               |  |                             
|Signature of Authorized Signatory              |  | Print or Type Name          
|                                               |  |                             
|                                               |  |                             
|Type of Entity                                 |  | Social Security/Tax I.D. No.

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