---

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (THE
"AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

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

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the
"Agreement") made as of the _______ of December, 2006.

|BETWEEN: | Brockton Capital Corp. (the "Company")
|-------- | --------------------------------------
|         | 604  750 West Pender Street          
|         | Vancouver, British Columbia           
|         | V6C 2T7                               
|         |                                       
|         |                                       
|AND:     | _______________                       

WHEREAS:

A.         
   The Company is indebted to the Subscriber in the amount of $
____________ (the Outstanding Amount); and

B.            
The Subscriber has agreed to accept 20,000 shares of the Companys common stock
(the Shares), as payment of the Outstanding Amount pursuant to the terms and
conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

|1. | Interpretation
|-- | --------------

1.1            
In this Agreement, words importing the singular number only shall include the
plural and vice versa, words importing gender shall include all genders and
words importing persons shall include individuals, corporations, partnerships,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities of any kind whatsoever.

1.2            
Any reference to currency is to the currency of the United States of America
unless otherwise indicated.

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- 2 -

|2. | Acknowledgement of
  Indebtedness
|-- | ---------------------------------

2.1            
The Company and the Subscriber acknowledge and agree that the Company is
indebted to the Subscriber in the amount of the Outstanding Amount.

|3. | Payment of
Indebtedness
|-- | -----------------------

3.1            
As full and final payment of the Outstanding Amount, the Company will on the
Closing Date (as defined herein) issue to the Subscriber the Shares, as fully
paid and non-assessable, and the Subscriber will accept the Shares as full and
final payment of the Outstanding Amount.

|4. | Release
|-- | -------

4.1            
The Subscriber hereby agrees that upon delivery of the Shares by the Company in
accordance with the provisions of this Agreement, the Outstanding Amount will be
fully satisfied and extinguished, and the Subscriber will remise, release and
forever discharge the Company and its respective directors, officers, employees,
successors, solicitors, agents and assigns from any and all obligations relating
to the Outstanding Amount.

|5. | Documents Required from
  Subscriber
|-- | ------------------------------------

5.1            
The Subscriber must complete, sign and return to the Company two (2) executed
copies of this Agreement.

5.2            
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, stock exchanges and
applicable law.

|6. | Closing
|-- | -------

6.1            
Closing of the offering of the Shares (the "Closing") shall occur on or before
December ____, 2006, or on such other date as may be determined by the Company
(the "Closing Date").

|7. | Acknowledgements of
  Subscriber
|-- | --------------------------------

7.1            
The Subscriber acknowledges and agrees that:

| | (a) | none of the Shares have been or will be registered under
      the 1933 Act, or under any state securities or "blue sky" laws of any
      state of the United States, and, unless so registered, may not be offered
      or sold in the United States or, directly or indirectly, to U.S. Persons,
      as that term is defined in Regulation S under the 1933 Act ("Regulation
      S"), except in accordance with the provisions of Regulation S, pursuant to
      an effective registration statement under the 1933 Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act and in each case only in accordance with
      applicable state and provincial securities laws;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | the Company has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act or any other
      securities legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | the Subscriber has received and carefully read this
      Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | the decision to execute this Agreement and acquire the
      Shares 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 entirely upon a review of any public
      information which has been filed by the Company with the Securities and
      Exchange Commission ("SEC") in compliance, or intended compliance, with
      applicable securities legislation;                                                                                                                                                                                                                                                                            

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- 3 -

| | (e) | the Subscriber and the Subscribers advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the issuance of the Shares hereunder, and to
      obtain additional information, to the extent possessed or obtainable by
      the Company without unreasonable effort or expense;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (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 in
      connection with the issuance of the Shares hereunder have been made
      available for inspection by the Subscriber and the Subscribers attorney
      and/or advisor(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g) | the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Agreement and the
      Subscriber will hold harmless the Company from any loss or damage it or
      they may suffer as a result of the Subscriber's failure to correctly
      complete this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h) | 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 representation or warranty of
      the Subscriber contained herein or in any 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;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i) | the Subscriber has been advised to consult the
      Subscriber's own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Shares and with respect to applicable
      resale restrictions, and it is solely responsible (and the Company is not
      in any way responsible) for compliance with:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (j) | in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber's
      ability to resell any of the Shares under the Securities Act (British
      Columbia) (the "B.C. Act") and Multilateral Instrument 45-102 adopted by
      the British Columbia Securities Commission (the "BCSC");                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (k) | the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to issue the Shares and, as a consequence of acquiring
      the Shares pursuant to such exemption certain protections, rights and
      remedies provided by the applicable securities legislation of British
      Columbia including statutory rights of rescission or damages, will not be
      available to the Subscriber;                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (l) | none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common shares of the Company on
      the National Association of Securities Dealers, Inc.'s Over-the-Counter
      Bulletin Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (m) | the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Shares as
      principal for its own account, for investment purposes only, and not with
      a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

- 4 -

view to, or for, resale, distribution
or fractionalization thereof, in whole or in part, and no other person has a
direct or indirect beneficial interest in the Shares;

| | (n) | none of the Shares may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                
| | (o) | neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares;                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                
| | (p) | no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                
| | (q) | there is no government or other insurance covering any of
      the Shares;                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                
| | (r) | the issuance and sale of the Shares 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;                                                                               
| |     |                                                                                                                                                                                                                                                                                                                
| | (s) | the statutory and regulatory basis for the exemption
      claimed for the offer and issuance of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and
| |     |                                                                                                                                                                                                                                                                                                                
| | (t) | this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company.                                                                                                                                                                                                          

|8. | Representations, Warranties and Covenants of the
      Subscriber
|-- | -----------------------------------------------------------------

8.1            
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:

| | (a) | the Subscriber is not a U.S. Person;                                                                                                                                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | the Subscriber is resident in the jurisdiction out on the
      signature page of this Agreement and the issuance of the Shares to the
      Subscriber as contemplated in this Agreement complies with or is exempt
      from the applicable securities legislation of the jurisdiction of
      residence of the Subscriber;                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | the Subscriber is acquiring the Shares as principal for
      investment purposes only and not with a view to resale or distribution
      and, in particular, the Subscriber has no intention to distribute, either
      directly or indirectly, any of the Shares in the United States or to U.S.
      Persons;                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | the Subscriber is outside the United States when
      receiving and executing this Agreement;                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                  
| | (f) | the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                  
| | (g) | the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscriber's decision to invest in the Shares and the
  Company;

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- 5 -

| | (h) | the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, 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;                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (k) | the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber in accordance with its
      terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (l) | the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (m) | the Subscriber understands and agrees that none of the
      Shares have been registered under the 1933 Act, or under any state
      securities or "blue sky" laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state and provincial
      securities laws;                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (n) | the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of a period of one year
      after the date of original issuance of the Shares (the one year period
      hereinafter referred to as the "Distribution Compliance Period") shall
      only be made in compliance with the safe harbor provisions set forth in
      Regulation S, pursuant to the registration provisions of the 1933 Act or
      an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state and provincial
      securities laws;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (o) | the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (p) | the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (q) | the Subscriber (i) is able to fend for itself in the
      subscription; (ii) has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      its investment in the Shares and the Company; and (iii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (r) | 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 Shares and the
  Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 6 -

| | (s) | the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (t) | the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (u) | no person has made to the Subscriber any written or oral
      representations,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

8.2            
In this Agreement, the term "U.S. Person" shall have the meaning ascribed
thereto in Regulation S.

|9. | Acknowledgement and
Waiver
|-- | --------------------------

9.1            
The Subscriber has acknowledged that the decision to acquire the Shares was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.

|10. | Piggyback Registration
  Rights
|--- | -------------------------------

10.1            
If the Company determines to proceed with the preparation and filing with the
SEC of a registration statement (the "Registration Statement") relating to an
offering for its own account or the account of others under the 1933 Act of any
of its common shares, other than on Form S-4 or Form S-8 (each as promulgated
under the 1933 Act) or its then equivalents relating to equity securities
issuable in connection with stock option or other employee benefit plans, the
Company shall send to the Subscriber written notice of such determination and,
if within thirty (30) days after receipt of such notice, the Subscriber shall so
request in writing, the Company will cause the registration under the 1933 Act
of the Shares (the "Registrable Securities"), provided that if at any time after
giving written notice of its intention to register any of its common shares and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register or to delay registration of such common shares, the Company may, at its
election, give written notice of such determination to the Subscriber and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register the Shares in connection with such registration,
and (ii) in the case of a determination to delay registering, shall be permitted
to delay registering the Shares for the same period as the delay in registering
such other common shares. The Company shall include in such registration
statement all or any part of the Shares provided however that the Company shall
not be required to register any of the Shares that are eligible

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- 7 -

for sale pursuant to Rule 144(k) of the 1933 Act.
Notwithstanding any other provision in this Section 10, if the Company receives
a comment from the SEC which effectively results in the Company having to reduce
the number of Registrable Securities included on such Registration Statement,
then the Company may, in its sole discretion, reduce on a pro rata basis the
number of Registrable Securities to be included in such Registration Statement,
including the number of Shares.

10.2            
In connection with each Registration Statement described in this Section 10, the
Subscriber will furnish to the Company in writing such information and
representation letters with respect to itself and the proposed distribution by
it as reasonably shall be necessary in order to assure compliance with federal
and applicable state securities laws. The Company may require the Subscriber to
furnish to the Company a certified statement as to the number of shares of
common stock beneficially owned by the Subscriber and the name of the natural
person thereof that has voting and dispositive control over the Shares.

10.3            
All fees and expenses incident to the performance of or compliance with the
filing of the Registration Statement shall be borne by the Company whether or
not any Registrable Securities are sold pursuant to the Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include,
without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with the OTC Bulletin Board or other exchange or quotation service on which the
common stock of the Company is then listed for trading, and (B) in compliance
with applicable state securities or Blue Sky laws), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) 1933 Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other persons retained by the
Company in connection with the filing of the Registration Statement. In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the filing of the Registration Statement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange, if applicable. In no event shall the
Company be responsible for any broker or similar commissions or, except to the
extent provided for hereunder, any legal fees or other costs of the
Subscriber.

10.4            
The Company shall, notwithstanding any termination of this Subscription
Agreement, indemnify and hold harmless the Subscriber, its officers, directors,
agents and employees, and each person who controls the Subscriber (within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the
officers, directors, agents and employees of each such controlling person, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except to the extent, but only to the extent, that (i) such untrue statements or
omissions are based solely upon information regarding the Subscriber furnished
in writing to the Company by the Subscriber expressly for use therein, or to the
extent that such information relates to the Subscriber or the Subscriber's
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by the Subscriber expressly for use in the
Registration Statement, or in any amendment or supplement thereto or (ii) the
use by the Subscriber of an outdated or defective Registration Statement after
the Company has notified the Subscriber in writing that the Registration
Statement is outdated or defective.

10.5            
The Subscriber shall indemnify and hold harmless the Company, its directors,
officers, agents and employees, each person who controls the Company (within the
meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the
directors, officers, agents or employees of such controlling persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (x) the
Subscriber's failure to comply with the prospectus delivery requirements of the
1933 Act or (y) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading

---

- 8 -

(i) to the extent, but only to the extent, that such untrue
statement or omission is contained in any information so furnished in writing by
the Subscriber to the Company specifically for inclusion in the Registration
Statement or (ii) to the extent that such untrue statements or omissions are
based solely upon information regarding the Subscriber furnished in writing to
the Company by the Subscriber expressly for use therein, or (iii) to the extent
that such information relates to the Subscriber or the Subscriber's proposed
method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by the Subscriber expressly for use in the Registration
Statement or in any amendment or supplement thereto or (z) the use by the
Subscriber of an outdated or defective Registration Statement after the Company
has notified the Subscriber in writing that the Registration Statement is
outdated or defective. In no event shall the liability of the Subscriber
hereunder be greater in amount than the dollar amount of the net proceeds
received by the Subscriber upon the sale of the Registrable Securities giving
rise to such indemnification obligation.

If a claim for indemnification hereunder is unavailable to
either the Company or the Subscriber (in each case, an "Indemnified Party or
Indemnified Parties", as applicable) (by reason of public policy or otherwise),
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in this Subscription, any reasonable attorneys' or other reasonable fees or
expenses incurred by such party in connection with any proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this section was available to such party in
accordance with its terms. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this section were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this section, no Subscriber shall
be required to contribute, in the aggregate, any amount in excess of the amount
by which the proceeds actually received by the Subscriber from the sale of the
Registrable Securities subject to the proceeding exceeds the amount of any
damages that the Subscriber has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission, except in
the case of fraud by the Subscriber.

|11. | Representations and Warranties will be Relied Upon
      by the Company
|--- | -----------------------------------------------------------------------

11.1            
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Company and its legal counsel in
determining the Subscriber's eligibility to acquire the Shares under applicable
securities legislation, or (if applicable) the eligibility of others on whose
behalf it is contracting hereunder to acquire the Shares under applicable
securities legislation. The Subscriber further agrees that by accepting delivery
of the certificates representing the Shares on the Closing Date, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of Shares and will continue in
full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Shares.

|12. | Resale Restrictions
|--- | -------------------

12.1            
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 the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with United States federal securities laws and
all applicable state and provincial securities laws or exemptions from such
registration requirements are available.

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- 9 -

12.2            
The Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Shares by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 12.1
above, and, in particular, the Subscriber acknowledges and agrees that none of
the Shares may be offered or sold to a U.S. Person or for the account or benefit
of a U.S. Person (other than a distributor) prior to the end of the Distribution
Compliance Period.

|13. | Legending and Registration of Subject
      Shares
|--- | --------------------------------------------------

13.1            
The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing any of the Shares to the effect that the Shares
represented by such certificates are subject to a hold period and may not be
traded until the expiry of such hold period except as permitted by applicable
securities legislation.

13.2            
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 Agreement.

|14. | Collection of Personal
  Information
|--- | ------------------------------------

14.1            
The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber's personal information for the purpose of fulfilling
this Agreement and completing this 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 this offering,
including legal counsel, and may be included in record books in connection with
this offering. By executing this Agreement, the Subscriber is deemed to be
consenting to the foregoing collection, use and disclosure of the Subscriber's
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) and to the retention of
such personal information for as long as permitted or required by law or
business practice. Notwithstanding that the Subscriber may be purchasing Shares
as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing.

|15. | Costs
|--- | -----

15.1            
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 acquisition of the Shares shall be
borne by the Subscriber.

|16. | Governing Law
|--- | -------------

16.1            
This Agreement is governed by the laws of the Province of British Columbia and
the federal laws of Canada applicable herein.

|17. | Survival
|--- | --------

17.1            
This 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 Shares by the Subscriber pursuant hereto.

|18. | Assignment
|--- | ----------

18.1            
This Agreement is not transferable or assignable.

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- 10 -

|19. | Execution
|--- | ---------

19.1            
The Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Agreement and acceptance by the Company of such facsimile
copy shall be equally effective to create a valid and binding agreement between
the Subscriber and the Company in accordance with the terms hereof.

|20. | Severability
|--- | ------------

20.1            
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement.

|21. | Entire Agreement
|--- | ----------------

21.1            
Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the parties with respect to the
sale of the Shares 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.

|22. | Notices
|--- | -------

22.1            
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 11 and notices to the Company shall be directed to it at 650  750 West
Pender Street, Vancouver, British Columbia, V6C 2T7.

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- 11 -

|23. | Counterparts
|--- | ------------

23.1            
This 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.

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

|1. | Delivery - please deliver the certificates to:                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                            
|2. | Registration - registration of the certificates which are
      to be delivered at closing should be made as follows:                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                            
|   | (name)                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                            
|   | (address)                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                            
|3. | The undersigned hereby acknowledges that it will deliver
      to the Company all such additional completed forms in respect of the
      Subscriber's purchase of the Shares as may be required for filing with the
      appropriate securities commissions and regulatory
  authorities.

| |                                                           
| | ----------------------------------------------------------
| | (Name of Subscriber  Please type or print)               
| |                                                           
| |                                                           
| | (Signature and, if applicable, Office)                    
| |                                                           
| |                                                           
| | (Address of Subscriber)                                   
| |                                                           
| |                                                           
| | (City, State or Province, Postal Code of
      Subscriber)
| |                                                           
| |                                                           
| | (Country of Subscriber)                                   

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- 12 -

A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is
hereby accepted by BROCKTON CAPITAL CORP.

DATED at ___________________________________________ , the ____
day of ___________________, 2006.

|BROCKTON CAPITAL CORP.
|----------------------
|                      
|                      
|Per:                  
|                      

---