---

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

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

PRIVATE PLACEMENT SUBSCRIPTIONFOR U.S.
SUBSCRIBERS

BROCKTON CAPITAL CORP.

PRIVATE PLACEMENT

INSTRUCTIONS TO SUBSCRIBER:

|1. | COMPLETEthe information on page 2 of this
      Subscription Agreement.                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                         
|2. | COMPLETEthe Questionnaires attached as Schedule A
      and Schedule B to this Subscription Agreement (the
    "Questionnaires").                                       
|   |                                                                                                                                                                         
|3. | WIREthe Subscription Proceeds to Brockton Capital
      Corp. pursuant to the wire instructions provided on page 3 of this
      Subscription Agreement.                
|   |                                                                                                                                                                         
|4. | FAXa copy of page 2 of this Subscription
      Agreement, and all pages of the Questionnaires to Brockton Capital Corp.,
      attention Monita Faris at (604) 606-7980.
|   |                                                                                                                                                                         
|5. | COURIERthe originally executed copy of the entire
      Subscription Agreement, together with the Questionnaires, to Brockton
      Capital Corp., to:                  

Brockton Capital Corp.1010  789 West Pender
StreetVancouver, BC, Canada V6C 1H2Attention: Monita Faris

---

2

BROCKTON CAPITAL CORP.PRIVATE
PLACEMENT

The Subscriber hereby irrevocably subscribes for, and on
Closing will purchase from the Company, the following securities at a price of
US$1.00 per Unit (as defined below):

|________________________ Units x $1.00 per Unit = $ _________________________
|-----------------------------------------------------------------------------

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

|                                       |  |                                                
|-------------------------------------- |  | -----------------------------------------------
|REGISTRATION INSTRUCTIONS:             |  | DELIVERY INSTRUCTIONS:                         
|                                       |  |                                                
|Name to appear on certificate          |  | Name and
      account reference, if applicable
|                                       |  |                                                
|Account reference, if
      applicable |  | Contact
      name                             
|                                       |  |                                                
|Address                                |  | Address                                        
|                                       |  |                                                
|                                       |  | Telephone number                               
|                                       |  |                                                

**EXECUTED by the Subscriber this _______ day of __________,
  ______. By executing this Agreement, the Subscriber certifies that the Subscriber
  and any beneficial purchaser for whom the Subscriber is acting is resident in
  the jurisdiction shown as the “Address of the Subscriber”. The address
  of the Subscriber will be accepted by the Company as a representative as to
  the address of residency for the Subscriber.**

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

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

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

---

3

TRUST FUNDS (USD)

INSTRUCTIONS FOR WIRING FUNDS TOBROCKTON CAPITAL
CORP.

• [insertwire instructions]


---

4

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

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

PRIVATE PLACEMENT SUBSCRIPTION(U.S. Subscribers
Only)

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

Purchase of Units

|1. | SUBSCRIPTION
|-- | ------------

1.1         
  The Subscriber hereby irrevocably subscribes for and agrees to purchase
the number of units of the Company (the "Units") as set out on page 2 of this
Subscription Agreement at a price of US$1.00 per Unit (such subscription and
agreement to purchase being the "Subscription"), for the total subscription
price as set out on page 2 of this Subscription Agreement (the "Subscription
Proceeds"), which Subscription Proceeds are tendered herewith, on the basis of
the representations and warranties and subject to the terms and conditions set
forth herein.

1.2        
   Each Unit will consist of the following:

| | (a) | one share of common stock in the capital of the Company
      (the "Share"); and                                                                                                                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | one-half of one non-transferable common share purchase
      warrant (the "Warrant"), with each whole warrant entitling the holder
      thereof to purchase one share of common stock in the capital of the
      Company (each, a "Warrant Share") at a price per Warrant Share of US$1.40
      for a period of two (2) years commencing on the date of the issuance of
      the Warrant.

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

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

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

---

5

|2. | PAYMENT
|-- | -------

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

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

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

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

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

|3. | CLOSING
|-- | -------

3.1           
Closing of the purchase and sale of the Units shall occur on or before February
14, 2007, or on such other date as may be determined by the Company in its sole
discretion (the "Closing Date"). The Subscriber acknowledges that Units may be
issued to other subscribers under this offering (the "Offering") before or after
the Closing Date. The Company, may, at its discretion, elect to close the
Offering in one or more closings, in which event the Company may agree with one
or more subscribers (including the Subscriber hereunder) to complete delivery of
the Shares and the Warrants to such subscriber(s) against payment therefore at
any time on or prior to the Closing Date.

|4. | ACKNOWLEDGEMENTS OF
  SUBSCRIBER
|-- | --------------------------------

4.1           
The Subscriber acknowledges and agrees that:

| | (a) | none of the Securities have been registered under the
      Securities Act of 1933, as amended (the "1933 Act"), or under any state
      securities or "blue sky" laws of any state of the United States, and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to U.S. Persons (as defined
      herein), except pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act, and in each
      case only in accordance with applicable state and provincial securities
      laws;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | the Company will refuse to register any transfer of any
      of the Securities not made in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | by completing the Questionnaires, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45-106 ("NI 45-106") adopted by the British Columbia
      Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

6

Commission (the "BCSC") and is an
accredited investor as that term is defined in Regulation D of the 1933 Act;

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

---

7

(ii) applicable resale
restrictions;

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

|5. | REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      SUBSCRIBER
|-- | -----------------------------------------------------------------

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

| | (a) | the Subscriber is resident in the jurisdiction set out on
      page 2 of this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | the Subscriber is acquiring the Units as principal for
      investment only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part;                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities
  laws;                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound;                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (f) | the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | the Subscriber has received and carefully read this
      Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

8

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

---

9

system, except that currently certain
market makers make market in the shares of the Company's common stock on the OTC
Bulletin Board; and

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

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

|6. | ACKNOWLEDGEMENT AND
WAIVER
|-- | --------------------------

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

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

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

|8. | REGISTRATION RIGHTS
|-- | -------------------

8.1           
The Company shall file with the SEC as soon as is commercially reasonable after
the Closing Date (the "Filing Date"), and thereafter use its reasonable
commercial efforts to cause to be declared effective, a registration statement
(the "Registration Statement") (on Form F-1, Form S-1, Form SB-2 or such other
form that it is eligible to use) in order to register the Shares and the Warrant
Shares (the "Registrable Securities") for resale and distribution under the 1933
Act. The Company will register not less than a number of shares of common stock
in the Registration Statement that is equal to the number of the Shares and the
Warrant Shares to be issued in connection with the Offering. The Registrable
Securities shall be reserved and set aside exclusively for the benefit of the
Subscriber, and not issued, employed or reserved for anyone other than the
Subscriber; provided that the Company can include other shares of its common
stock in such Registration Statement. Such Registration Statement will
immediately be amended or additional Registration Statements will be immediately
filed by the Company as necessary to register additional shares of common stock
to allow the public resale of all Shares and Warrant Shares included in and
issuable by virtue of the Registrable Securities.

8.2           
If and whenever the Company is required by the provisions hereof to effect the
registration of any Registrable Securities under the 1933 Act, the Company will,
as expeditiously as possible:

---

10

| | (a) | subject to the timelines provided in this Subscription
      Agreement, prepare and file with the SEC a Registration Statement required
      by Section 8, with respect to such securities and use its best efforts to
      cause such Registration Statement to become and remain effective for the
      period of the distribution contemplated thereby, and promptly provide to
      the holders of Registrable Securities (the "Sellers") copies of all
      filings and letters of comment from the SEC;                                                                                                                                                   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | prepare and file with the SEC such amendments and
      supplements to such Registration Statement and the prospectus used in
      connection therewith as may be necessary to keep such Registration
      Statement effective until such Registration Statement has been effective
      for a period of one (1) year, and comply with the provisions of the 1933
      Act with respect to the disposition of all of the Registrable Securities
      covered by such Registration Statement in accordance with the Sellers'
      intended method of disposition set forth in such Registration Statement
      for such period;                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | furnish to the Sellers, at the Company's expense, such
      number of copies of the Registration Statement and the prospectus included
      therein (including each preliminary prospectus) as such persons reasonably
      may request in order to facilitate the public sale or their disposition of
      the securities covered by such Registration Statement;                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | use its best efforts to register or qualify the
      Registrable Securities covered by such Registration Statement under the
      securities or "blue sky" laws of such jurisdictions as reasonably
      requested by any of the Sellers, provided, however, that the Company shall
      not for any such purpose be required to qualify generally to transact
      business as a foreign corporation in any jurisdiction where it is not so
      qualified or to consent to general service of process in any such
      jurisdiction;                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e) | if applicable, list the Registrable Securities covered by
      such Registration Statement with any securities exchange on which the
      Common Stock of the Company is then listed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f) | immediately notify the Sellers when a prospectus relating
      thereto is required to be delivered under the 1933 Act, of the happening
      of any event of which the Company has knowledge as a result of which the
      prospectus contained in such Registration Statement, as then in effect,
      includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading in light of the circumstances then
      existing; and                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g) | provided same would not be in violation of the provision
      of Regulation FD under the Securities Exchange Act of 1934, make available
      for inspection by the Sellers, and any attorney, accountant or other agent
      retained by the Sellers, all publicly available, non-confidential
      financial and other records, pertinent corporate documents and properties
      of the Company, and cause the Company's officers, directors and employees
      to supply all publicly available, non-confidential information reasonably
      requested by the seller, attorney, accountant or agent in connection with
      such Registration Statement.

8.3           
In connection with each Registration Statement described in this Section 8, 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.

|9. | RESALE RESTRICTIONS
|-- | -------------------

9.1           
The Subscriber acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that none of the
Securities have been registered under the 1933 Act or the securities laws of any
state of the United States. None of the Securities may be offered or sold in the
United States unless registered in accordance with federal securities laws and
all applicable state securities laws or exemptions from such registration
requirements are available.

---

11

|10. | LEGENDING AND REGISTRATION OF SUBJECT
      SECURITIES
|--- | ------------------------------------------------------

10.1           
The Subscriber hereby acknowledges that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares, the Warrants
or the Warrant Shares will bear a legend in substantially the following
form:

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

10.2           
  The Subscriber hereby acknowledges and agrees to the Company making a notation
  on its records or giving instructions to the registrar and transfer agent of
  the Company in order to implement the restrictions on transfer set forth and
  described in this Subscription Agreement.

|11. | COLLECTION OF PERSONAL
  INFORMATION
|--- | ------------------------------------

11.1           
The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber's personal information for the purpose of fulfilling
this Subscription Agreement and completing the Offering. The Subscriber's
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Company to (a) stock exchanges or securities regulatory authorities, (b) the
Company's registrar and transfer agent, (c) Canadian tax authorities, (d)
authorities pursuant to the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada) and (e) any of the other parties involved
in the Offering, including legal counsel, and may be included in record books in
connection with the Offering. By executing this Subscription Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber's personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) and to the retention of such personal information for as long as
permitted or required by law or business practice. Notwithstanding that the
Subscriber may be purchasing Units as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.

|12. | COSTS
|--- | -----

12.1           
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Units shall be borne
by the Subscriber.

---

12

|13. | GOVERNING LAW
|--- | -------------

13.1           
This Subscription Agreement is governed by the laws of the Province of British
Columbia and the federal laws of Canada applicable thereto. The Subscriber, in
its personal or corporate capacity and, if applicable, on behalf of each
beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive
jurisdiction of the Courts of the Province of British Columbia.

|14. | SURVIVAL
|--- | --------

14.1           
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Units by the Subscriber pursuant hereto.

|15. | ASSIGNMENT
|--- | ----------

15.1           
This Subscription Agreement is not transferable or assignable.



|16. | SEVERABILITY
|--- | ------------

|17. | ENTIRE AGREEMENT
|--- | ----------------

17.1           
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Units and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.

|18. | NOTICES
|--- | -------

18.1           
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 2 and notices to the Company shall be directed to it at the first page of
this Subscription Agreement.

|19. | COUNTERPARTS AND ELECTRONIC
  MEANS
|--- | -----------------------------------

19.1           
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument. Delivery of an executed copy
of this Subscription Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.

---

SCHEDULE A

NATIONAL INSTRUMENT 45-106 QUESTIONNAIRE

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

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

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

| | 1. | the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions; |                                                                                                                                                                                                      
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| | 2. | the Subscriber is (tick one or more of the following
      boxes):                                                                                                                                                                                                                                                     |                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (A)                                                                                                                                                                                                                                                                                                                    | a director, executive officer, employee or control person
      of the Company or an affiliate of the Company                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (B)                                                                                                                                                                                                                                                                                                                    | a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company                        
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (C)                                                                                                                                                                                                                                                                                                                    | a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company                  
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (D)                                                                                                                                                                                                                                                                                                                    | a close personal friend of a director, executive officer,
      founder or control person of the Company                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (E)                                                                                                                                                                                                                                                                                                                    | a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company                                                     
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (F)                                                                                                                                                                                                                                                                                                                    | an accredited investor                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (G)                                                                                                                                                                                                                                                                                                                    | a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (H)                                                                                                                                                                                                                                                                                                                    | a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F                                                
| |    |                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                      
| |    | (I)                                                                                                                                                                                                                                                                                                                    | purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000                                                                                             

---

- 2 -

| | 3. | if the Subscriber has checked box B, C, D, E, G or H in
      Section 2 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:                                                                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following boxes only if the Subscriber is
      resident in Ontario):                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (F)                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 5. | if the Subscriber has checked box A, B, C or D in Section
      4 above, the director, executive officer, founder or control person of the
      Company with whom the undersigned has the relationship is:                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder, affiliate and control person which
      you have the above-mentioned relationship with.)                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 6. | if the Subscriber has ticked box F in Section 2 or box E
      in Section 4 above, the Subscriber satisfies one or more of the categories
      of "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):                                                                                                                                                                                         

| | [      ] | (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act(Canada);                                                                                                                                                                                                                                 
| | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [      ] | (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act(Canada);                                                                                                                                                                                                                                                                                          
| |          |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [      ] | (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary;                                                                                                                                            
| |          |                                                                                                                                                                                                                                                                                                                                                                                                          
| | [      ] | (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act(Ontario) or the
      Securities Act(Newfoundland);

---

- 3 -

| | [      ] | (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d);                                                                                                                                                                                                            
| | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;                                                                                                                                                                                                                                                                       
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;                                                                                                                                                               
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof;                                                                                                                                                                                                                                                 
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (i) a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;                                                                                                                                                                               
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;                                                                                                                        
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;                                         
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;                                                                                                                                                                                                                                                                                                
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (m) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements;                                                                                                                                                                                                                 
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;                                                               
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt;                                                                                                                                                              
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (p) a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act(Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;                                 
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund;
| |          |                                                                                                                                                                                                                                                                                                                                                                                                       
| | [      ] | (r) a registered charity under the Income Tax Act(Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;                                                                                      

---

- 4 -

| | [      ] | (s) an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;                                                                                                        
| | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                                                                                                                                                                           
| | [      ] | (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors;                                                                     
| |          |                                                                                                                                                                                                                                                                                           
| | [      ] | (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or                                                                                                                                   
| |          |                                                                                                                                                                                                                                                                                           
| | [      ] | (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;

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

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

|If an Individual:  |  | If a Corporation, Partnership or Other Entity:
|------------------ |  | ----------------------------------------------
|                   |  |                                               
|                   |  |                                               
|Signature          |  | Print or Type Name of Entity                  
|                   |  |                                               
|                   |  |                                               
|Print or Type Name |  | Signature of Authorized Signatory             
|                   |  |                                               
|                   |  |                                               
|                   |  | Type of Entity                                

---

SCHEDULE B

ACCREDITED INVESTOR QUESTIONNAIRE

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

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

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

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

|______ Category 1 | An organization described in Section 501(c)(3)
      of the United States Internal Revenue Code, a corporation, a Massachusetts
      or similar business trust or partnership, not formed for the specific
      purpose of acquiring the Shares, with total assets in excess of US
      $5,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|______ Category 2 | A natural person whose individual net worth, or
      joint net worth with that persons spouse, on the date of purchase exceeds
      US $1,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|______ Category 3 | A natural person who had an individual income
      in excess of US $200,000 in each of the two most recent years or joint
      income with that persons spouse in excess of US $300,000 in each of those
      years and has a reasonable expectation of reaching the same income level
      in the current year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|______ Category 4 | A bank as defined under Section (3)(a)(2) of
      the 1933 Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934(United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940(United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958(United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974(United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors.

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- 2 -

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

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

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

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

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



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

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