Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Resources Inc. - Exhibit 10.19






 THIS OFFERING IS ONLY BEING MADE TO RESIDENTS OF ONTARIO,
  RESIDENTS OF ALBERTA, RESIDENTS OF BRITISH COLUMBIA, AND PERSONS WHO RESIDE
  OUTSIDE OF THE UNITED STATES AND CANADA. THIS OFFERING IS NOT BEING MADE TO
  U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S). IN ADDITION, THIS OFFERING
  IS ONLY BEING MADE IN JURISDICTIONS WHERE THE SHARES MAY BE LAWFULLY OFFERED
  FOR SALE. NO OFFER IS MADE NOR WILL BE SUBSCRIPTIONS BE ACCEPTED FROM RESIDENTS
  OF ANY JURISDICTION WHERE THE OFFER AND SALE OF THE SHARES WILL CONTRAVENE APPLICABLE
  SECURITIES LAWS. 

 

_________________________________

  


QUINCY RESOURCES INC. 


 PRIVATE PLACEMENT

  2,000,000 COMMON SHARES  

  USD 500,000  


INSTRUCTIONS TO PURCHASER 


	 	1.	Complete all the information in the
        boxes on page 1 and sign where indicated with an “X”.

	 	 	 
	 	2.	If you are resident in Ontario, Alberta
        or British Columbia and you are an “accredited investor”,
        then complete the “Accredited Investor Questionnaire” that starts
        on page 4 and sign where indicated with an “X”. The purpose
        of the questionnaire is to determine whether you meet the standards for
        participation in a private placement under section 2.3 of Ontario Securities
        Commission Rule 45-501 and section 5.1 of Multilateral Instrument 45-103
        adopted by the Alberta and British Columbia Securities Commissions.

	 	 	 
	 	3.	If you are resident in Alberta or
        British Columbia and you are a family, friend or business associate
        of a director or senior officer of Quincy Resources Inc., then complete
        the “Family, Friend or Business Associate Questionnaire” on
        page 7. The purpose of the questionnaire is to determine whether you meet
        the standards for participation in a private placement under section 3.1
        of Multilateral Instrument 45-103 adopted by the Alberta and British Columbia
        Securities Commissions.

	 	 	 
	 	4.	This offering is not being made to
        U.S. Persons (as that term is defined in Regulation S).



 THE SECURITIES OFFERED HEREIN HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933 (THE "1933 ACT"), AS AMENDED, OR APPLICABLE STATE
  SECURITIES ACTS AND ARE RESTRICTED SECURITIES AS DEFINED BY RULE 144 OF THE
  1933 ACT. THE SECURITIES OFFERED HEREIN MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
  DISPOSED UNLESS IN   COMPLIANCE WITH THE 1933 ACT.  

 THIS SUBSCRIPTION AGREEMENT AND THE SECURITIES OFFERED HEREIN
  HAVE NOT BEEN  APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
  AND EXCHANGE  COMMISSION OR ANY STATE SECURITIES AGENCIES. 





 This is page 1 of 22 pages of a subscription agreement and
  related appendixes. Collectively, these pages 

  together are referred to as the “Subscription Agreement”.  


PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 


 TO:                     
  Quincy Resources Inc. (the “Issuer”), of Hancock, Michigan, United
  States of America Subject and pursuant to the terms set out in the Terms on
  pages 2 to 3, the General Provisions on pages 13 to 22 and the appendices incorporated
  by reference herein, the undersigned (the “Purchaser”) hereby irrevocably
  subscribes for, and on Closing will purchase from the Issuer, the following
  securities on the following terms: 

	__________________________________________________common shares of the
      Issuer at a price of USD 0.25 per share
 

      For a total subscription of USD________________________________________________________________________



The Purchaser directs the Issuer to issue, register and deliver the certificates representing the Securities 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 Purchaser this _______ day of _____________
  , 2003. By executing this Agreement, the Purchaser certifies that the Purchaser
  and any beneficial purchaser for whom the Purchaser is acting is resident in
  the jurisdiction shown as the “Address of the Purchaser”. 

	WITNESS:	 	EXECUTION BY PURCHASER:
	 	 	X	 
	Signature of witness	 	 	Signature of individual (if Purchaser is an individual)
	 	 	 	 
	 	 	X	 
	Name of witness	 	 	Authorized signatory (if Purchaser is not an individual)
	 	 	 	 
	 	 	 	 
	Address of witness	 	 	Name of Purchaser (please print)
	 	 	 	 
	 	 	 	 
	 	 	 	Name of authorized signatory (please print)
	ACCEPTED this _______ day of ___________, 2003.	 	 	 
	QUINCY RESOURCES INC.	 	 	 
	 	 	 	Address of Purchaser (residence if an individual)
	 	 	 	 
	Per:	 	 	 
	 	 	 	 
	Authorized signatory	 	 	 
	 	 	 	Telephone Number
	 	 	 	 
	 	 	 	 
	 	 	 	E-mail Address


 By signing this acceptance, the Issuer agrees to be bound
  by the Terms on pages 2 to 4, the General Provisions on pages 13 to 22 and the
  other appendixes incorporated by reference. 





 

	Subscription Agreement (with related appendixes)	Page 2 of 22 pages




TERMS 


	Reference Date	October 14, 2003 (the “Subscription
        Date”)

	 	 	 
	The Offering
	 	 	 
	The Issuer	Quincy Resources Inc.

	 	 	 
	Offering	The offering consists of a maximum of
        2,000,000 Common Shares at a price of USD 0.25 per Common Share for gross
        proceeds to the Issuer of USD 500,000 (the “Offering”).

	 	 	 
	Securities	The Securities being offered are shares
        of the Issuer’s common stock, par value USD 0.001 per share.

	 	 	 
	Price	USD 0.25 per Common Share.

	 	 	 
	Additional provisions	The Common Shares will be issued and
        registered in the name of the purchasers or their nominees.

	 	 	 
	 	Subject to the Applicable Legislation,
        the Common Shares will be transferable.

	 	 	 
	 	The issuance of the Common Shares in
        the Offering will not restrict or prevent the Issuer from obtaining any
        other financing, or from issuing additional securities or rights.

	 	 	 
	Selling Jurisdictions	The Common Shares may be sold only in
        Ontario, Alberta, British Columbia and in other jurisdictions outside
        of the United States and Canada (the “Selling Jurisdictions”)
        solely in accordance with available exemptions and applicable law.

	 	 	 
	Exemptions	The Offering will be made in accordance
        with the following exemptions from the applicable prospectus and registration
        requirements:

	 	 	 
	 	(a) 
	outside of the United States, Regulation
        S of the 1933 Act;

	 	 	 
	 	(b)
	 in Ontario, the “Accredited Investor”
        exemption provided by section 2.3 of Ontario Securities Commission Rule
        45-501; and

	 	 	 
	 	(c)
	 in Alberta and British Columbia, the
        “Friends, Family and Business Associates” exemption provided
        by section 3.1 of Multilateral Instrument 45-103 or the “Accredited
        Investor” exemption provided by section 5.1 of Multilateral Instrument
        45-103.

	 	 	 
	Closing Date	Payment for, and delivery of, the Common
        Shares is scheduled to occur on or before November 30, 2003 (the “Closing
        Date”) or such other date as determined by the Issuer, in its sole
        discretion.

	 	 	 
	Risk factors and due

      diligence	The securities offered hereby involve
        a high degree of risk and should not be purchased by investors who can
        not afford the loss of their entire investment. The Issuer’s United
        States Securities and Exchange Commission (“SEC”) filings are
        available to the public from the Commission's web site at http://www.sec.gov.
        Quincy Resources’ file number is File No. 000-31501. The Common Stock
        is not traded on the OTC Electronic Bulletin Board.









 

	Subscription Agreement (with related appendixes)	Page 3 of 22 pages





	Resale restrictions and

      legends	Upon the closing of the
        Offering the Common Shares will be subject to a one year hold period plus
        a percentage of the Common Shares will become unrestricted securities
        in each quarter during the second year after the closing of the Offering.

	 	 
	 	The Purchaser acknowledges
        that the certificates representing the Common Shares will bear a legend
        in substantially the following form:

	 	 
	 	THE SECURITIES REPRESENTED
        BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
        ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR OTHER
        APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
        AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED,
        SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH
        THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE 905, AND PRELIMINARY
        NOTES UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO AN AVAILABLE
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
        ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING
        TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
        IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

	 	 
	 	In addition to the preceding,
        the Common Shares will be subject to an indefinite hold period in the
        provinces of Alberta, Ontario and British Columbia and can only be resold
        in those jurisdictions in compliance with an exemption from the prospectus
        and registration requirements in those jurisdictions.

	 	 
	 	Purchasers are advised
        to consult with their own legal counsel or advisors to determine the resale
        restrictions which may be applicable to them.

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

	 	 
	Authorized and outstanding

      capital	The authorized capital
        of the Issuer is 200,000,000 shares of common stock par value USD 0.001
        per share. The issued capital of the Issuer is 17,044,750 shares of common
        stock.

	 	 
	“Securities Legislation

      Applicable to the Issuer”	The United States Securities
        Act of 1933, the Securities Act (Alberta), the Securities Act
        (British Columbia) and the Securities Act (Ontario), together
        with theregulations and rules made and promulgated thereunder and all
        administrative policy statements, orders and rulings, notices and other
        administrative directions issued by the Commissions (as defined below).






END OF TERMS 


 This Memorandum of Terms contains forward-looking statements
  that involve risks and uncertainties. When used in this Memorandum,
  the words “believes”, “anticipates” ,”could”,
  “expects”, “projected”, and similar expressions are intended
  to identify, forward-looking statements. Such statements are subject to a number
  of risks and uncertainties that could cause actual results to differ materially
  from those projected. Given these uncertainties the reader is cautioned not
  to place undue reliance on such statements. There are no assurances Quincy Resources
  Inc. can fulfil such forward-looking statements. Quincy Resources Inc. also
  undertakes no obligation to update those forward-looking statements.






 

	Subscription Agreement (with related appendixes)	Page 4 of 22 pages




Accredited Investor Questionnaire 


 (Capitalized terms not specifically defined in this Questionnaire
  have the meaning ascribed to them in the Subscription Agreement to which this
  appendix is attached.) 

 In connection with the execution of the Subscription Agreement
  to which this appendix is attached, the undersigned (the “Purchaser”)
  represents and warrants to the Issuer that: 

 If I am an individual (that is, a natural person and not
  a corporation, partnership, trust or other entity), then I satisfy one or more
  of the categories indicated below (please place an “X” on the appropriate
  lines):  

	 ______Category 1	 	an individual who, either alone or jointly
        with a spouse, beneficially owns financial assets having an aggregate
        realizable value that before taxes, but net of any related liabilities,
        exceeds CAD 1,000,000, where “financial assets” means cash and
        securities and “related liabilities” means (i) liabilities incurred
        or assumed for the purpose of financing the acquisition or ownership of
        financial assets, or (ii) liabilities that are secured by financial assets

	 	 	 
	 ______Category 2	 	an individual whose net income before
        taxes exceeded CAD 200,000 in each of the two most recent years or whose
        net income before taxes combined with that of a spouse exceeded CAD 300,000
        in each of the two most recent years and who, in either case, reasonably
        expects to exceed that net income level in the current year

	 	 	 
	 ______Category 3	 	an individual registered under the securities
        legislation of any province or territory of Canada, as an adviser or dealer,
        other than a limited market dealer registered under the Securities
        Act (Ontario)

	 	 	 
	 ______Category 4	 	an individual registered or formerly
        registered under the securities legislation of any province or territory
        of Canada as a representative of a person or company registered under
        the securities legislation of any province or territory of Canada, as
        an adviser or dealer, other than a limited market dealer registered under
        the Securities Act (Ontario)

	 	 	 
	 	 	Categories 5 to 8 apply only to persons resident in Ontario
      only
	 	 	 
	 ______Category 5	 	a promoter of the Issuer or an affiliated
        entity of a promoter of the Issuer

	 	 	 
	 ______Category 6	 	a spouse, parent, grandparent or child
        of an officer, director or promoter of the Issuer

	 	 	 
	 ______Category 7	 	a person that, in relation to the Issuer,
        is an affiliated entity

	 	 	 
	 ______Category 8	 	a person that, in relation to the Issuer,
        is a person referred to in clause (c) of the definition of distribution
        in subsection 1(1) of the Securities Act (Ontario) (commonly known
        as a “control person”)



 If the Purchaser is NOT an individual (that is, the Purchaser
  is a corporation, partnership, trust or other entity other than an individual),
  then the Purchaser satisfies one or more of the categories indicated below (please
  place an “X” on the appropriate lines):  

	 ______Category 9	 	a bank listed in schedule I or II of
        the Bank Act (Canada), or an authorized foreign bank listed in
        schedule III of the Bank Act (Canada)









 

	Subscription Agreement (with related appendixes)	Page 5 of 22 pages





	 ______Category 10	   	the Business Development Bank of Canada
        incorporated under the Business Development Bank of Canada Act
        (Canada)

	 	 	 
	 ______Category 11	 	a loan corporation or trust company
        that, in each case, is authorized to carry on business in Canada or a
        province or territory of Canada

	 	 	 
	 ______Category 12	 	a credit union or caisse populaire that,
        in each case, is authorized to carry on business in Canada or a province
        or territory of Canada

	 	 	 
	 ______Category 13	 	an association under the Cooperative
        Credit Associations Act (Canada) located in Canada

	 	 	 
	 ______Category 14	 	an insurance company authorized to carry
        on business in Canada or a province or territory of Canada

	 	 	 
	 ______Category 15	 	a subsidiary of any company referred
        to in Categories 9 to 14 where the company owns all of the voting shares
        of the subsidiary

	 	 	 
	 ______Category 16	 	a person or company registered under
        the securities legislation of any province or territory of Canada, as
        an adviser or dealer, other than a limited market dealer registered under
        the Securities Act (Ontario)

	 	 	 
	 ______Category 17	 	a pension fund that is regulated by
        either the Office of the Superintendent of Financial Institutions (Canada)
        or a provincial pension commission or similar regulatory authority

	 	 	 
	 ______Category 18	 	a company, syndicate, partnership, trust
        or unincorporated organization organized outside of Canada that is analogous
        to any of the entities referred to in Categories 9 to 17 in form and function

	 	 	 
	 ______Category 19	 	the government of Canada or a province,
        or any crown corporation or agency of the government of Canada or a province

	 	 	 
	 ______Category 20	 	a municipality in Canada

	 	 	 
	 ______Category 21	 	any national, federal, state, provincial,
        territorial or municipal government of or in any foreign jurisdiction,
        or any agency of that government

	 	 	 
	 ______Category 22	 	a registered charity under the Income
        Tax Act (Canada)

	 	 	 
	 ______Category 23	 	a company, limited partnership, limited
        liability partnership, trust or estate, other than a mutual fund or non-redeemable
        investment fund, that had net assets of at least CAD 5,000,000 as reflected
        in its most recently prepared financial statements

	 	 	 
	 ______Category 24	 	a mutual fund or non-redeemable investment
        fund that, in the province or territory where the securities of the Issuer
        are being sold, distributes its securities only to persons or companies
        that are accredited investors

	 	 	 
	 ______Category 25	 	a mutual fund or non-redeemable investment
        fund that, in the province or territory where the securities of the Issuer
        are being sold, distributes its securities under a prospectus for which
        the regulator has issued a receipt









 

	Subscription Agreement (with related appendixes)	Page 6 of 22 pages





	 ______Category 26	 	an investment portfolio account of a
        client established in writing with a portfolio adviser who makes investment
        decisions for the account and has full discretion to trade in securities
        of the account without requiring the client’s express consent to
        a transaction

	 	 	 
	 ______Category 27	    	a person or company in respect of which
        all of the owners of interests, direct or indirect, legal or beneficial,
        are persons or companies that are accredited investors

	 	 	 
	 	 	Categories 28 to 30 apply only to persons resident in
      Ontario only
	 	 	 
	 ______Category 28	 	a promoter of the Issuer or an affiliated entity of a promoter
      of the Issuer
	 	 	 
	 ______Category29	 	a person or company that, in relation to the Issuer, is an
      affiliated entity


 The statements made in this Questionnaire are true and accurate
  to the best of my information and belief and I will promptly notify the Issuer
  of any changes in the answers. 

 Dated _______________ , 2003. 

  

	 	X 	 
	 	 	Signature of individual (if Purchaser is an individual) 
	 	 	 
	 	X 	 
	 	 	Authorized signatory (if Purchaser is not an individual)
	 	 	 
	 	 	 
	 	 	Name of Purchaser (please print)
	 	 	 
	 	 	 
	 	 	Name of authorized signatory (please print)
	 	 	 
	 	 	 
	 	 	Official capacity of authorized signatory (please print) 







 

	Subscription Agreement (with related appendixes)	Page 7 of 22 pages




Family, Friend or Business Associate Questionnaire 


 (Capitalized terms not specifically defined in this Questionnaire
  have the meaning ascribed to them in the Subscription Agreement to which this
  appendix is attached.) 

 In connection with the execution of the Subscription Agreement
  to which this appendix is attached, the undersigned (the “Purchaser”)
  represents and warrants to the Issuer that: 

 If I am an individual (that is, a natural person and not
  a corporation, partnership, trust or other entity), then I satisfy one or more
  of the categories indicated below (please place an “X” on the appropriate
  lines):  

	 ______Category 1	   	a director, senior officer or control
        person of the Issuer, or of an affiliate of the Issuer

	 	 	 
	 ______Category 2	 	A spouse, parent, grandparent, brother,
        sister, or child of [insert name], a director, senior officer or
        control person of the Issuer, or of an affiliate of the Issuer

	 	 	 
	 ______Category 3	 	A close personal friend of ________________________________________________
        [insert name], a director, senior officer or control person
        of the Issuer, or of an affiliate of the Issuer

	 	 	 
	 ______Category 4	 	A close business associate of ________________________________________________
        [insert name], a director, senior officer or control person of
        the Issuer, or of an affiliate of the Issuer



 If the Purchaser is NOT an individual (that is, the Purchaser
  is a corporation, partnership, trust or other entity other than an individual),
  then the Purchaser satisfies one or more of the categories indicated below (please
  place an “X” on the appropriate lines):  

	 ______Category 5	 	A person or company that is wholly-owned by any combination of the persons
      described above


 The foregoing statements are true and accurate to the best
  of my information and belief and I will promptly notify the Issuer of any changes
  in the foregoing answers. 

 Dated _______________ , 2003. 

	 	X 	 
	 	 	Signature of individual (if Purchaser is a natural person) 
	 	 	 
	 	X 	 
	 	 	Authorized signatory (if Purchaser is not a natural person) 
	 	 	 
	 	 	 
	 	 	Name of Purchaser (please print)
	 	 	 
	 	 	 
	 	 	Name of authorized signatory (please print)
	 	 	 
	 	 	 
	 	 	Official capacity of authorized signatory (please print) 







 

	Subscription Agreement (with related appendixes)	Page 8 of 22 pages




Provisions applicable to a purchaser resident in Ontario 


 IMPORTANT NOTE: the following provisions are applicable
  ONLY if the Purchaser is resident in Ontario.  


Additional definitions 


 In the following provisions applicable to a purchaser resident
  in Ontario and the Subscription Agreement (including the first (cover) page
  and all of the appendixes), the following words have the following meanings
  unless otherwise indicated: 

	(a)	“Accredited Investor” a person
        who falls into one of the categories set out in the “Accredited Investor
        Questionnaire” that starts on page 4;

	 	 
	(b)	“Applicable Legislation” includes
        the Securities Act (Ontario);

	 	 
	(c)	“Commissions” includes the
        Ontario Securities Commission;

	 	 
	(d)	“Securities Act (Ontario)”
        means the Securities Act, R.S.O. 1990, c. S.5, as amended.




Additional representations 


 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 13 to 22), the Purchaser also represents and warrants to
  the Issuer that, as of the date of this Subscription Agreement and as of the
  Closing: 

	(a)	the Purchaser is an Accredited Investor
        and it is purchasing the Securities as principal; or

	 	 
	(b)	if not purchasing the Securities as
        principal, it is duly authorized to enter into this subscription and to
        execute all documentation in connection with the purchase on behalf of
        each beneficial purchaser, it acknowledges that the Issuer may in the
        future be required by law to disclose on a confidential basis to securities
        regulatory authorities the identity of each beneficial purchaser of Securities
        for whom it may be acting, and it is acting as agent for one or more disclosed
        principals, each of which principals is purchasing as principal for its
        own account, not for the benefit of any other person, and not with a view
        to the resale or distribution of all or any of the Securities and each
        of which principals is an Accredited Investor; and

	 	 
	(c)	the Purchaser is not a “control
        person” of the Issuer (that is, a person or company that, in relation
        to the issuer, is an affiliated entity or a person or company referred
        to in clause (c) of the definition of distribution in subsection 1(1)
        of the Securities Act (Ontario)), will not become a “control
        person” by virtue of this purchase of any of the Securities, and
        does not intend to act in concert with any other person to form a control
        group of the Issuer.









 

	Subscription Agreement (with related appendixes)	Page 9 of 22 pages




Provisions applicable to a purchaser resident in Alberta 


 IMPORTANT NOTE: the following provisions are applicable
  ONLY if the Purchaser is resident in Alberta.  

 Additional definitions  

 In the following provisions applicable to a purchaser resident
  in Alberta and the Subscription Agreement (including the first (cover) page
  and all of the appendixes), the following words have the following meanings
  unless otherwise indicated: 

	(a)	“Accredited Investor” means
        a person who falls into one of the categories set out in the “Accredited
        Investor Questionnaire” that starts on page 4;

	 	 
	(b)	“Family, Friend or Business Associate”
        means a person who falls into one of the categories set out in the “Family,
        Friend or Business Associate Questionnaire” that starts on page 7;

	 	 
	(c)	“Applicable Legislation” includes
        the Securities Act (Alberta);

	 	 
	(d)	“Commissions” includes the
        Alberta Securities Commission;

	 	 
	(e	“Securities Act (Alberta)”
        means the Securities Act, R.S.A. 2000, c. S-4, as amended, and
        the regulations and rules made thereunder and all administrative policy
        statements, blanket orders, notices, directions and rulings issued by
        the Alberta Securities Commission.




Applicable exemptions 


 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 13 to 22), the Purchaser represents and warrants to the
  Issuer that, as of the date of this Subscription Agreement and as of the Closing,
  the Purchaser falls into one of the following categories: 

	(a)	the Purchaser is:

	 	 	 
	 	(i)
	an Accredited Investor;
        or

	 	 	 
	 	(ii)
	a Family, Friend or Business
        Associate; and

	 	 	 
	 	the Purchaser is either

	 	 	 
	 	(iii)
	purchasing the Securities
        as principal and no other person, corporation, firm or other organization
        will have a beneficial interest in the Securities; or

	 	 	 
	 	(iv)
	if not purchasing the Securities
        as principal, is duly authorized to enter into this Subscription Agreement
        and to execute all documentation in connection with the purchase on behalf
        of each beneficial purchaser, it acknowledges that the Issuer may in the
        future be required by law to disclose on a confidential basis to securities
        regulatory authorities the identity of each beneficial purchaser of Securities
        for whom it may be acting, and is

	 	 	 	 
	 	 	(A)
	trading for accounts fully managed by
        it and is a trust corporation trading as trustee or an agent, a portfolio
        manager trading as an agent, or a person or company trading as an agent
        that, except for an exemption under the Securities Act (Alberta)
        or the rules thereunder, is required to be registered as a portfolio manager;
        or









 

	Subscription Agreement (with related appendixes)	Page 10 of 22 pages





	 	 	(B)	acting as agent for one or more disclosed principals,
        each of which principals is purchasing as a principal for its own account,
        not for the benefit of any other person, and not with a view to the resale
        or distribution of all or any of the Securities and each of which principals
        complies with Clauses (i) or (ii).



 Additional representations  

 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 13 to 22), the Purchaser also represents and warrants to
  the Issuer that, as of the date of this Subscription Agreement and as of the
  Closing the Purchaser is not a “control person” of the Issuer as defined
  in the Securities Act (Alberta), will not become a “control person”
  by virtue of this purchase of any of the Securities, and does not intend to
  act in concert with any other person to form a control group of the Issuer.






 

	Subscription Agreement (with related appendixes)	Page 11 of 22 pages



 Provisions applicable to a purchaser resident in British
  Columbia  

 IMPORTANT NOTE: the following provisions are applicable
  ONLY if the Purchaser is resident in British Columbia.  

 Additional definitions  

 In the following provisions applicable to a purchaser resident
  in British Columbia and the Subscription Agreement (including the first (cover)
  page and all of the appendixes), the following words have the following meanings
  unless otherwise indicated: 

	(a)	“Accredited Investor” a person
        who falls into one of the categories set out in the “Accredited Investor
        Questionnaire” that starts on page 4;

	 	 
	(b)	“Family, Friend or Business Associate”
        means a person who falls into one of the categories set out in the “Family,
        Friend or Business Associate Questionnaire” that starts on page 7;

	 	 
	(c)	“Applicable Legislation” includes
        the Securities Act (B.C.);

	 	 
	(d)	“Commissions” includes the
        British Columbia Securities Commission;

	 	 
	(e)	“Securities Act (B.C.)”
        means the Securities Act, R.S.B.C. 1996, c. 418, as amended, and
        the regulations and rules made thereunder and all administrative policy
        statements, blanket orders, notices, directions and rulings issued by
        the British Columbia Securities Commission;




In the following provisions, a person is “Deemed to be Acting as a Principal” if the person is


	(a)	duly authorized to enter
        into this subscription and to execute all documentation in connection
        with the purchase on behalf of each beneficial purchaser; is purchasing
        the Purchased Securities as an agent or trustee for accounts that are
        fully managed by it and is

	 	 	 
	 	(i)
	a trust company or insurance company
        that has been authorized to do business under the Financial Institutions
        Act (British Columbia);

	 	 	 
	 	(ii)
	an adviser who manages the investment
        portfolio of clients through discretionary authority granted by one or
        more clients and who is registered as a portfolio manager under the Securities
        Act (B.C.) or is exempt from such registration;

	 	 	 
	 	(iii)
	a trust company or insurer, authorized
        under the laws of a province or territory of Canada other than British
        Columbia to carry on business in such province or territory;

	 	 	 
	 	(iv)
	a portfolio manager registered or exempt
        from registration under the laws of a province or territory of Canada
        other than British Columbia; or

	 	 	 
	 	(v)
	a portfolio manager in a jurisdiction
        other than Canada and has provided the “Certification by Foreign
        Portfolio Manager” contemplated by B.C. Instrument 45-504 or similar
        instrument; or

	 	 
	(b)	acting as agent for one
        or more disclosed principals, each of which principals is purchasing as
        a principal for its own account, not for the benefit of any other person,
        and not with a view to the resale or distribution of all or any of the
        Purchased Securities.



 In the case of any Purchaser who is Deemed to be Acting as
  a Principal, the Purchaser acknowledges that the Issuer may in the future be
  required by law to disclose on a confidential basis to securities regulatory
  authorities the identity of each beneficial purchaser of Purchased Securities
  for whom the Purchaser may be acting. 





 

	Subscription Agreement (with related appendixes)	Page 12 of 22 pages



 Applicable exemptions  

 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 13 to 22), the Purchaser represents and warrants to the
  Issuer that, as at the Agreement Date and at the Closing, the Purchaser satisfies
  one or more of the following categories: 

	(a)	“Accredited Investor” (s.
        5.1, Multilateral Instrument MI 45-103): the Purchaser is an Accredited
        Investor and it is purchasing the Purchased Securities as principal or,
        if not purchasing the Purchased Securities as principal, it is duly authorized
        to enter into this subscription and to execute all documentation in connection
        with the purchase on behalf of each beneficial purchaser, it acknowledges
        that the Issuer may in the future be required by law to disclose on a
        confidential basis to securities regulatory authorities the identity of
        each beneficial purchaser of Purchased Securities for whom it may be acting,
        and it is acting as agent for one or more disclosed principals, each of
        which principals is purchasing as principal for its own account, not for
        the benefit of any other person, and not with a view to the resale or
        distribution of all or any of the Purchased Securities and each of which
        principals is an Accredited Investor; or

	 	 
	(b)	“Family, Friend or Business
        Associate” (s, 3.1, Multilateral Instrument MI 45-103): the Purchaser
        is a Family, Friend or Business Associate and it is purchasing the Purchased
        Securities as principal or, if not purchasing the Purchased Securities
        as principal, it is duly authorized to enter into this subscription and
        to execute all documentation in connection with the purchase on behalf
        of each beneficial purchaser, it acknowledges that the Issuer may in the
        future be required by law to disclose on a confidential basis to securities
        regulatory authorities the identity of each beneficial purchaser of Purchased
        Securities for whom it may be acting, and it is acting as agent for one
        or more disclosed principals, each of which principals is purchasing as
        principal for its own account, not for the benefit of any other person,
        and not with a view to the resale or distribution of all or any of the
        Purchased Securities and each of which principals is a Family, Friend
        or Business Associate.




Additional representations 


 IN ADDITION to the representations and warranties in the General
  Provisions (on pages 13 to 22), the Purchaser also represents and warrants to
  the Issuer that, as at the Agreement Date and at the Closing the Purchaser is
  not a “control person” of the Issuer as defined in the Securities
  Act (B.C.), will not become a “control person” by virtue of this
  purchase of any of the Securities, and does not intend to act in concert with
  any other person to form a control group of the Issuer. 





 

	Subscription Agreement (with related appendixes)	Page 13 of 22 pages



GENERAL PROVISIONS

	1.	  DEFINITIONS

	 	 	 	 
	 	1.1 
	In the Subscription Agreement
        (including the first (cover) page, the Terms on pages 2 to 4, the General
        Provisions on pages 13 to 22 and the other appendixes incorporated by
        reference), the following words have the following meanings unless otherwise
        indicated:

	 	 	 	 
	 	 	(a)
	“1933 Act” means the United
        States Securities Act of 1933, as amended;

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

	 	 	 	 
	 	 	(c)
	“Closing” means the completion
        of the sale and purchase of the Securities;

	 	 	 	 
	 	 	(d)
	“Closing Date” has the meaning
        assigned in the Terms;

	 	 	 	 
	 	 	(e)
	“Commissions” means all securities
        commissions incorporated in the definition of this term in other parts
        of the Subscription Agreement and the SEC;

	 	 	 	 
	 	 	(f)
	“Final Closing” means the
        last closing under the Private Placement;

	 	 	 	 
	 	 	(g)
	“General Provisions” means
        those portions of the Subscription Agreement headed “General Provisions”
        and contained on page 13 to 22;

	 	 	 	 
	 	 	(h)
	“Private Placement” means
        the offering of the Securities on the terms and conditions of this Subscription
        Agreement;

	 	 	 	 
	 	 	(i)
	“Regulation S” means Regulation
        S promulgated under the 1933 Act;

	 	 	 	 
	 	 	(j)
	“Regulatory Authorities” means
        the Commissions;

	 	 	 	 
	 	 	(k)
	“Securities” has the meaning
        assigned in the Terms;

	 	 	 	 
	 	 	(l)
	“Subscription Agreement” means
        the first (cover) page, the Terms on pages 2 to 4, the General Provisions
        on pages 13 to 22 and the Questionnaires attached as schedules, all of
        which are hereby incorporated herein; and

	 	 	 	 
	 	 	(m)
	“Terms” means those portions
        of the Subscription Agreement headed “Terms” and contained on
        page 2 to 4.

	 	 	 	 
	 	1.2 
	In the Subscription Agreement,
        the following terms have the meanings defined in Regulation S: “U.S.
        Person” and “United States”.

	 	 	 	 
	 	1.3
	 In the Subscription Agreement,
        unless otherwise specified, currencies are indicated with the ISO 4217
        currency code so that, as examples, Canadian dollars are indicated with
        the prefix “CAD” and United States dollars are indicated with
        the prefix “USD”.

	 	 	 	 
	 	1.4
	 In the Subscription Agreement,
        other words and phrases that are capitalized have the meaning assigned
        in the Subscription Agreement.









 

	Subscription Agreement (with related appendixes)	Page 14 of 22 pages





	2. 	REPRESENTATIONS AND WARRANTIES
        OF PURCHASER

	 	 	 	 	 
	  	2.1 
	 	Acknowledgements concerning
        offering

	 	 	 	 	 
	 	The Purchaser acknowledges
        that:

	 	 
	 	 	(a)
	this Subscription is irrevocable
        by the Purchaser and may be rejected by the Issuer in whole or in part;

	 	 	 	 
	 	 	(b)
	no securities commission
        or similar regulatory authority has reviewed or passed on the merits of
        the Securities;

	 	 	 	 
	 	 	(c)
	there is no government or
        other insurance covering the Securities;

	 	 	 	 
	 	 	(d)
	there are risks associated
        with the purchase of the Securities;

	 	 	 	 
	 	 	(e)
	there are legal and contractual
        restrictions on the Purchaser’s ability to resell or otherwise dispose
        of the Securities and it is the responsibility of the Purchaser to find
        out what those restrictions are and to comply with them; and

	 	 	 	 
	 	 	(f)
	the Issuer has advised the
        Purchaser that the Issuer is relying on an exemption from the requirements
        to provide the Purchaser with a prospectus and to sell securities through
        a person registered to sell securities under the Applicable Legislation
        and, as a consequence of acquiring securities pursuant to this exemption,
        certain protections, rights and remedies provided by the Applicable Legislation,
        including statutory rights of rescission or damages, will not be available
        to the Purchaser.

	 	 	 	 
	 	2.2 
	Representations and warranties

	 	 	 	 
	 	The Purchaser represents,
        warrants, certifies and covenants to the Issuer, as of the date of this
        Subscription Agreement and as of the Closing Date:

	 	 	 	 
	 	 	(a)
	the Purchaser is purchasing
        the Securities as principal for its own account and not for the benefit
        of any other person;

	 	 	 	 
	 	 	(b)
	no prospectus has been filed
        by the Issuer with the Commissions in connection with the issuance of
        the Securities, the issuance is exempted from the prospectus and registration
        requirements of the Applicable Legislation, and

	 	 	 	 	 
	 	 	 	(i)
	the Purchaser is restricted from using
        most of the civil remedies available under the Applicable Legislation,

	 	 	 	 	 
	 	 	 	(ii)
	the Purchaser may not receive information
        that would otherwise be required to be provided to the Purchaser under
        the Applicable Legislation, and

	 	 	 	 	 
	 	 	 	(iii)
	the Issuer is relieved from certain
        obligations that would otherwise apply under the Applicable Legislation;

	 	 	 	 
	 	 	(c)
	to the best of the Purchaser’s
        knowledge, the sale of the Securities was not advertised;

	 	 	 	 
	 	 	(d)
	no person has made to the
        Purchaser any written or oral representations

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









 

	Subscription Agreement (with related appendixes)	Page 15 of 22 pages





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

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

	 	 	 	 	 
	 	 	 	(iv)
	that any of the Securities will be listed
        and posted for trading on a stock exchange or that application has been
        made to list and post any of the Securities for trading on a stock exchange;

	 	 	 	 
	 	 	(e)
	this subscription has not
        been solicited in any other manner contrary to the Applicable Legislation;

	 	 	 	 
	 	 	(f)
	the Purchaser is at arm’s
        length (as that term is customarily defined) with the Issuer;

	 	 	 	 
	 	 	(g)
	the Purchaser acknowledges
        (i) that the Securities (A) have not been registered under the 1933 Act
        or any applicable laws of any state of the United States and (B) may not
        be offered or sold in the United States unless registered under the 1933
        Act and all applicable securities laws of the states of the United States
        or an exemption from such registration requirements is available, and
        (ii) that, subject to section 4 hereof, the Issuer has no obligation or
        present intention of filing a registration statement under the 1933 Act
        in respect of the Securities;

	 	 	 	 
	 	 	(h)
	the Purchaser has not been
        organized for the purpose of subscribing for the Securities and has made
        all representations, warranties, covenants, acknowledgements, and understandings
        contained in this Subscription Agreement with respect to and on behalf
        of all of the beneficial owners of the Purchaser as well as the Purchaser;

	 	 	 	 
	 	 	(i)
	the Purchaser has been advised
        to consult its own legal and tax advisors with respect to applicable resale
        restrictions and tax considerations, and it is solely responsible for
        compliance with applicable resale restrictions and applicable tax legislation;

	 	 	 	 
	 	 	(j)
	the Purchaser has no knowledge
        of a “material fact” or “material change” (as those
        terms are defined in the Applicable Legislation) in the affairs of the
        Issuer that has not been generally disclosed to the public, save knowledge
        of this particular transaction;

	 	 	 	 
	 	 	(k)
	the offer made by this subscription
        is irrevocable (subject to the Purchaser’s right to withdraw the
        subscription and to terminate the obligations as set out in this Subscription
        Agreement) and requires acceptance by the Issuer;

	 	 	 	 
	 	 	(l)
	the Purchaser has the legal
        capacity and competence to enter into and execute this Subscription Agreement
        and to take all actions required pursuant to the Subscription Agreement
        and, if the Purchaser is an entity other than a natural person, the Purchaser
        is duly organized and validly existing under the laws of its jurisdiction
        of organization and has all requisite organizational power and authority
        to execute, deliver and perform its obligations under this Subscription
        Agreement;

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

	 	 	 	 
	 	 	(n)
	this Subscription Agreement
        has been duly executed and delivered by the Purchaser and constitutes
        a legal, valid and binding agreement of the Purchaser enforceable against
        the Purchaser in accordance with its terms, except as may be limited by
        bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
        and similar laws of general applicability relating to or affecting creditors’
        rights and to general equity principles;









 

	Subscription Agreement (with related appendixes)	Page 16 of 22 pages





	 	 	(o)	the Purchaser has been independently
        advised as to the applicable hold period imposed in respect of the Securities
        by securities legislation in the jurisdiction in which the Purchaser resides
        and confirms that no representation has been made respecting the applicable
        hold periods for the Securities and is aware of the risks and other characteristics
        of the Securities and of the fact that the Purchaser may not be able to
        resell the Securities except in accordance with the applicable securities
        legislation and regulatory policies;

	 	 	 	 
	 	 	(p)	the Purchaser is resident in the jurisdiction
        set out on the first (cover) page of this Subscription Agreement;

	 	 	 	 
	 	 	(q)	the Purchaser is capable of assessing
        the proposed investment as a result of the Purchaser’s financial
        and business experience or as a result of advice received from a registered
        person other than the Issuer or any affiliates of the Issuer;

	 	 	 	 
	 	 	(r)	if required by applicable securities
        legislation, policy or order or by any securities commission, stock exchange
        or other regulatory authority, the Purchaser will execute, deliver, file
        and otherwise assist the Issuer in filing, such reports, undertakings
        and other documents with respect to the issue of the Securities as may
        be required;

	 	 	 	 
	 	 	(s)	the Purchaser understands that the Securities
        have not been registered under the 1933 Act in reliance on an exemption
        contained in Regulation S, and that the Issuer is relying upon the truth
        and accuracy of the representations, warranties, covenants, acknowledgements
        and understandings of the Purchaser set forth herein in order to determine
        the applicability of such exemptions and the Purchaser’s suitability
        to purchase the Securities;

	 	 	 	 
	 	 	(t)	the Purchaser is not, and at the time
        of the acquisition of the Securities will not be, a U.S. Person;

	 	 	 	 
	 	 	(u)	the Purchaser is not, and at the time
        of the acquisition of the Securities will not be, acquiring the Securities
        for the account or benefit of a U.S. Person;

	 	 	 	 
	 	 	(v)	upon consummation of the transactions
        contemplated by this Subscription Agreement, the Purchaser will be the
        sole beneficial owner of the Securities issued to it pursuant to this
        Subscription Agreement, and the Purchaser has not pre-arranged any sale
        with any purchaser or purchasers in the United States;

	 	 	 	 
	 	 	(w)	the Purchaser is outside the United
        States; provided, that delivery of the Securities may be effected in the
        United States through the Purchaser’s agent as long as the Purchaser
        is outside the United States at the time of such delivery;

	 	 	 	 
	 	 	(x)	the Purchaser understands that the Securities
        cannot be offered for sale, sold or otherwise transferred unless in accordance
        with the provisions of Regulation S, pursuant to registration under the
        1933 Act, or pursuant to an available exemption from registration under
        the 1933 Act;

	 	 	 	 
	 	 	(y)	the Purchaser has no present intention
        to sell or otherwise transfer the Securities except in accordance with
        Regulation S, pursuant to registration under the 1933 Act, or pursuant
        to an available exemption from registration under the 1933 Act, in each
        case in accordance with all applicable securities laws;

	 	 	 	 
	 	 	(z)	the Purchaser understands that the Issuer
        is required, under Rule 903 of Regulation S, to refuse to register the
        transfer of any of the Securities to be received by the Purchaser pursuant
        to this Subscription Agreement that are not transferred pursuant to a
        registration statement under the 1933 Act, in compliance with Regulation
        S, or otherwise pursuant to an available exemption from registration;









 

	Subscription Agreement (with related appendixes)	Page 17 of 22 pages





	 	 	(aa)	the Purchaser will not, directly or
        indirectly, or through one or more intermediaries, maintain any short
        position in the Securities during the applicable distribution compliance
        period;

	 	 	 	 
	 	 	(bb)	the Purchaser will not engage in hedging
        transactions with regard to the Securities unless in compliance with the
        provisions of Regulation S, pursuant to registration under the 1933 Act,
        or pursuant to an exemption from the registration requirements of the
        1933 Act; and

	 	 	 	 
	 	 	(cc)	the Purchaser will resell the Securities
        only in accordance with the provisions of Regulation S, pursuant to a
        registration under the Securities Act, or pursuant to an available exemption
        from registration under the 1933.





	 	2.3 	Reliance, indemnity and notification of changes
      
	 	 	 
	 	The representations, warranties,
        covenants acknowledgements and understandings of the Purchaser in this
        Subscription Agreement (including the first (cover) page, the Terms on
        pages 2 to 4, the General Provisions on pages 13 to 22 and the other appendixes
        incorporated by reference) are made by the Purchaser with the intent that
        they be relied upon by the Issuer in determining its suitability as a
        purchaser of Securities. The Purchaser hereby agrees to indemnify the
        Issuer, and its agents, officers, directors, employees and shareholders
        and their respective successors and assigns, from, against, and with respect
        to, against any and all claims, liabilities, obligations, losses, settlements,
        fines, deficiencies, damages, assessments, judgments, costs and expenses
        (including reasonable attorneys’ and accountants’ fees and costs
        and expenses reasonably incurred in investigating, preparing, defending
        against or prosecuting any litigation or claim, action, suit, proceeding
        or demand, interest, penalties and costs and expenses of enforcing the
        indemnification provided hereunder) of any kind or character, arising
        directly out of (a) any inaccuracy in any such representation or any breach
        of any such warranty; and (b) any failure by the Purchaser to perform
        or observe, or to have performed or observed, in full, any material covenant,
        agreement or condition to be performed or observed by it under this Subscription
        Agreement or under any certificates or other documents executed by the
        Purchaser in connection with this Subscription Agreement. The Purchaser
        undertakes to notify the Issuer immediately of any change in any representation,
        warranty or other information relating to the Purchaser set forth in the
        Subscription Agreement (including the first (cover) page, the Terms on
        pages 2 to 4, the General Provisions on pages 13 to 22 and the other appendixes
        incorporated by reference) which takes place prior to the Closing. 

	 	 	 
	 	2.4 
	 Survival of representations
        and warranties 

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

	 	 	 
	3.  	REPRESENTATION AND WARRANTIES
        OF THE ISSUER 

	 	 	 
	 	3.1 
	Representations and warranties
      

	 	 	 	 
	 	The Issuer represents and
        warrants that, as of the Subscription Date and at the Closing Date: 

	 	 	 	 
	 	 	(a)
	the Issuer is a valid and subsisting
        corporation duly incorporated and in good standing under the laws of its
        jurisdiction of incorporation;

	 	 	 	 
	 	 	(b)
	the Issuer is duly registered and licensed
        to carry on business in the jurisdictions in which it carries on business
        or owns property where so required by the laws of that jurisdiction;

	 	 	 	 
	 	 	(c)
	the authorized capital of the Issuer
        consists of 200,000,000 shares of common stock, of which there were 17,044,750
        shares issued and outstanding as of the Subscription Date as fully paid
        and non-assessable shares;

	 	 	 	 
	 	 	(d)
	the Issuer will reserve or set aside
        sufficient shares in its treasury to issue the Securities, and all such
        Securities will upon issuance be duly and validly issued as fully paid
        and non-assessable;









 

	Subscription Agreement (with related appendixes)	Page 18 of 22 pages





	 	 	(e)	the financial statements of the Issuer
        filed with the Securities and Exchange Commission have all been prepared
        in accordance with generally accepted accounting principles, accurately
        reflect the financial position and all material liabilities (accrued,
        absolute, contingent or otherwise) of the Issuer, and its subsidiaries,
        if any, as of the dates thereof, and no adverse material changes in the
        financial position of the Issuer have taken place since the date thereof,
        save in the ordinary course of the Issuer’s business;

	 	 	 	 
	 	 	(f)	the Issuer has complied and will comply
        fully with the requirements of all applicable corporate and securities
        laws and administrative policies and directions in relation to all matters
        relating to the Private Placement;

	 	 	 	 
	 	 	(g)	the issue and sale of the Securities
        by the Issuer does not and will not conflict with, and does not and will
        not result in a breach of, any of the terms of its incorporating documents
        or any agreement or instrument to which the Issuer is a party;

	 	 	 	 
	 	 	(h)	there are no judgments against the Issuer
        or any of its subsidiaries, if any, which are unsatisfied, nor is the
        Issuer or any of its subsidiaries, if any, subject to any consent decrees
        or injunctions;

	 	 	 	 
	 	 	(i)	this Agreement has been or will be by
        the Closing Date, duly authorized by all necessary corporate action on
        the part of the Issuer, and the Issuer has full corporate power and authority
        to undertake the Private Placement;

	 	 	 	 
	 	 	(j)	the Issuer is a "reporting issuer" under
        section 12 of the Securities Exchange Act of 1934 and is not in default
        of any of the requirements of that Act;

	 	 	 	 
	 	 	(k)	no order ceasing, halting or suspending
        trading in securities of the Issuer nor prohibiting the sale of such securities
        has been issued to and is outstanding against the Issuer or its directors,
        officers or promoters or against any other companies that have common
        directors, officers or promoters;

	 	 	 	 
	 	 	(l)	no person, firm or corporation acting
        or purporting to act at the request of the Issuer is entitled to any brokerage,
        agency or finder’s fee in connection with the purchase and sale of
        the Securities described herein;

	 	 	 	 
	 	 	(m)	the Issuer has not advertised the Securities;
        and

	 	 	 	 
	 	 	(n)	the warranties and representations in
        this section are true and correct and will remain so as of the Closing
        Date.

	 	 	 	 
	 	3.2 	 Survival of representations and warranties
      
	 	 	 
	 	The representations and warranties contained
      in this Section will survive the Closing. 
	 	 	 
	4. 	DEMAND REGISTRATION RIGHTS 
	 	 	 
	 	4.1	Registration Statement 
	 	 	 
	 	After the date which is
        one hundred and twenty (120) days after the Final Closing Date, and upon
        receipt of a written request by the Purchaser, the Issuer shall use its
        best efforts to file a registration statement on Form SB-2 (or similar
        form) under the United States Securities Act of 1933 and under any applicable
        Blue Sky laws covering the Securities and shall use its best efforts to
        cause such registration statement to be declared effective by the Commission
        at the earliest practicable date, all at the Issuer’s sole cost and
        expense. Such best efforts shall include promptly responding to all comments
        received by the staff of the Commission, and promptly preparing and filing
        amendments 








 

	Subscription Agreement (with related appendixes)	Page 19 of 22 pages





	 	to such registration statement
        which are responsive to the comments received from the staff of the Commission,
        and in no event later than twenty-one (21) days from receipt by the Issuer
        of the comments of the staff of the Commission. Such registration statement
        shall name the Purchaser as a selling shareholder and shall provide for
        the sale of the Securities by the Purchaser from time to time directly
        to purchasers or in the over-the-counter market or through or to securities
        brokers or dealers that may receive compensation in the form of discounts,
        concessions, or commissions. The Issuer shall provide the Purchaser with
        such number of copies of the prospectus as shall be reasonably requested
        to facilitate the sale of the Securities. None of the foregoing shall
        in any way limit the Purchaser’s rights to sell the Securities in
        reliance on an exemption from the registration requirements under the
        Securities Act in connection with a particular transaction. In the event
        that any other purchasers under the Private Placement exercise the registration
        rights provided for herein, the Issuer shall also register the Securities
        issued to the Purchaser therein. 

	 	 	 
	 	4.2 	Currency of Registration Statement 
	 	 	 
	 	The Issuer shall use its
        best efforts to maintain the currency of the registration statement filed
        with the Commission and under all applicable Blue Sky laws in respect
        of the Securities for 12 months from the Closing Date. 

	 	 	 
	 	4.3 	Indemnification of Purchaser by Issuer 
	 	 	 
	 	To the extent permitted
        by law, the Issuer will indemnify the Purchaser, within the meaning of
        Section 15 of the 1933 Act, with respect to which registration, qualification
        or compliance has been effected pursuant to this Subscription Agreement,
        and each underwriter, if any, and each person who controls any underwriter
        within the meaning of Section 15 of the 1933 Act, against all expenses,
        claims, losses, damages or liabilities (or actions in respect thereof),
        including any of the foregoing incurred in settlement of any litigation,
        commenced or treated, to the extent such expenses, claims, losses, damages
        or liabilities arise out of or are based on any untrue statement (or alleged
        untrue statement) of a material fact contained in any registration statement,
        prospectus, offering circular or other document, or any amendment or supplement
        thereto, incident to any such registration, qualification or compliance,
        or based on any omission (or alleged omission) to state therein a material
        fact required to be stated therein or necessary to make the statements
        therein, in light of the circumstances in which they were made, not misleading,
        or any violation by the Issuer of the 1933 Act or any rule or regulation
        promulgated under the 1933 Act applicable to the Issuer in connection
        with any such registration, qualification or compliance, and the Issuer
        will reimburse the Purchaser, each of its officers and directors and partners,
        and each person controlling the Purchaser, each such underwriter and each
        person who controls any such underwriter, for any legal and any other
        expense reasonably incurred in connection with investigation, preparing
        or defending any such claim, loss, damage, liability or action, provided,
        however, that the indemnity contained herein shall not apply to amounts
        paid in settlement of any claim, loss, damage, liability or expense if
        settlement is effected without the consent of the Issuer (which consent
        shall not unreasonably be withheld); provided, further, that the Issuer
        will not be liable in any such case to the extent that any such claim,
        loss, damage, liability or expense arises out of or is based on any untrue
        statement or omission or alleged untrue statement or omission, made in
        reliance upon and in conformity with written information furnished to
        the Issuer by the Purchaser, such controlling person or such underwriter
        specifically for use therein. Notwithstanding the foregoing, insofar as
        the foregoing indemnity relates to any such untrue statement (or alleged
        untrue statement) or omission (or alleged omission) made in the preliminary
        prospectus but eliminated or remedied in the amended prospectus on file
        with the Commission at the time the registration statement becomes effective
        or in the final prospectus filed with the Commission pursuant to Rule
        424(b) of the Commission, the indemnity agreement herein shall not inure
        to the benefit of any underwriter or (if there is no underwriter) the
        Purchaser if a copy of the final prospectus file pursuant to Rule 424(b)
        was not furnished to the person or entity asserting the loss, liability,
        claim or damage at or prior to the time such furnishing is required by
        the 1933 Act. 

	 	 	 
	 	4.4 	Indemnification of Issuer by Purchaser 
	 	 	 
	 	To the extent permitted
        by law, the Purchaser will, if registrable Securities owned by the Purchaser
        are included in the securities as to which such registration, qualification
        or compliance is being effected, indemnify the Issuer, each of its directors
        and officers, affiliates, counsel, advisors, employees and, each underwriter,
        if any, of the Issuer's securities covered by such a registration statement,
        each person who controls the Issuer or such underwriter within 








 

	Subscription Agreement (with related appendixes)	Page 20 of 22 pages





	 	the meaning of Section 15
        of the 1933 Act, and each other person selling the Issuer's securities
        covered by such registration statement, each of such person's officers
        and directors and each person controlling such persons within the meaning
        of Section 15 of the 1933 Act, against all claims, losses, damages and
        liabilities (or actions in respect thereof), including attorneys fees
        and costs, arising out of or based on any untrue statement (or alleged
        untrue statement) of a material fact contained in any such registration
        statement, prospect, offering circular or other document, or any omission
        (or alleged omission) to state therein or necessary to make the statements
        therein not misleading or any violation by the Purchaser of any rule or
        regulation promulgated under the 1933 Act applicable to the Purchaser
        and relating to action or inaction required of the Purchaser in connection
        with any such registration, qualification or compliance, and will reimburse
        the Issuer, such other person, such directors, officers, persons, underwriters
        or control persons for any legal or other expenses reasonably incurred
        in connection with investigating or defending any such claim, loss, damage,
        liability or action; provided, however, that the indemnity contained herein
        shall not apply to amounts paid in settlement of any claim, loss, damage,
        liability or expense if settlement is effected without the consent of
        the Purchaser (which consent shall not be unreasonably withheld). Notwithstanding
        the foregoing, the liability of the Purchaser under this subsection (b)
        shall be limited in an amount equal to the net proceeds from the sale
        of the shares sold by the Purchaser, unless such liability arises out
        of or is based on wilful conduct by the Purchaser.

	 	 	 
	 	4.5 	 Legend 
	 	 	 
	 	At the Closing Date, the
        Issuer will deliver the certificates representing the Securities to the
        Purchaser (unless the Purchaser otherwise instructs the Issuer in writing).
        The Certificate representing the Securities delivered pursuant to this
        Subscription Agreement will bear a legend in substantially the following
        form, unless such Securities have been registered under the 1933 Act,
        as amended: 

	 	 	 
	 	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
        (THE “U.S. SECURITIES ACT”) OR OTHER APPLICABLE SECURITIES LAWS.
        THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
        TO DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
        TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS
        S, RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER THE U.S. SECURITIES
        ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF THE U.S. SECURITIES ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
        CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

	 	 	 
	 	4.6 	Removal of Legend 
	 	 	 
	 	After the registration statement,
        referenced in Section 4 is declared effective by the Commission, the Purchaser
        may deliver to the Issuer the certificate representing the Securities
        issued to the Purchaser and the Issuer will, within three days after receipt
        by the Issuer of the foregoing, issue a new certificate representing and
        in exchange for the aforementioned certificate, which new certificate
        shall be legended as follows: 

	 	 	 
	 	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
        SECURITIES MAY BE SOLD PURSUANT TO THE REGISTRATION STATEMENT PROVIDED
        THAT (I) THE REGISTRATION STATEMENT IS CURRENT AND EFFECTIVE, (II) THE
        HOLDER COMPLIES WITH THE PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES
        ACT OF 1933, AS AMENDED, AND (III) THE SALE IS IN COMPLIANCE WITH THE
        PLAN OF DISTRIBUTION SET FORTH IN THE PROSPECTUS. THE TRANSFER OF SUCH
        SECURITIES IS RESTRICTED AS SET FORTH IN A SUBSCRIPTION AGREEMENT BETWEEN
        THE ISSUER AND THE HOLDER, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.
        








 

	Subscription Agreement (with related appendixes)	Page 21 of 22 pages





	5. 	CLOSING 

	 	 	 
	 	5.1 
	The Purchaser acknowledges that, although Securities
        may be issued to other purchasers under the Private Placement concurrently
        with the Closing, there may be other sales of Securities under the Private
        Placement, some or all of which may close before or after the Closing.
        The Purchaser further acknowledges that there is a risk that insufficient
        funds may be raised on the Closing to fund the Issuer’s objectives
        and that further closings may not take place after the Closing. 

	 	 	 
	 	5.2 
	On or before the end of the fifth business day before
        the Closing Date, the Purchaser will deliver to the Issuer the Subscription
        Agreement and the appropriate Questionnaire, if required, duly executed,
        and payment in full for the total price of the Securities to be purchased
        by the Purchaser by certified check, bank draft or money order payable
        to the Issuer. 

	 	 	 
	 	5.3 
	At Closing, the Issuer will deliver to the Purchaser
        or its nominee the certificates representing the Securities purchased
        by the Purchaser registered in the name of the Purchaser or its nominee.
      

	 	 	 
	6. 	MISCELLANEOUS 

	 	 	 
	 	6.1 
	The Purchaser shall not sell, assign, pledge, transfer
        or otherwise dispose of the Securities except in accordance with the requirements
        of all applicable securities laws, any legends placed on the Securities,
        and the terms and conditions of this Subscription Agreement. 

	 	 	 
	 	6.2 
	The Purchaser hereby authorizes the Issuer to correct
        any minor errors in, or complete any minor information missing from any
        part of the Subscription Agreement and any other schedules, forms, certificates
        or documents executed by the Purchaser and delivered to the Issuer in
        connection with the Private Placement. 

	 	 	 
	 	6.3 
	The Issuer will be entitled to rely on delivery by
        fax machine of an executed copy of this subscription, and acceptance by
        the Issuer of such faxed copy will be equally effective to create a valid
        and binding agreement between the Purchaser and the Issuer in accordance
        with the terms of the Subscription Agreement. 

	 	 	 
	 	6.4 
	Notwithstanding anything else in this Subscription
        Agreement to the contrary, this Subscription Agreement and the transactions
        contemplated hereby are conditional upon and subject to the Issuer’s
        having obtained such regulatory approval of this Subscription Agreement
        and the transactions contemplated by this Subscription Agreement as the
        Issuer, in its sole discretion, considers necessary. 

	 	 	 
	 	6.5 
	This Subscription Agreement is not assignable or
        transferable by either party hereto without the prior written consent
        of the other party hereto.

	 	 	 
	 	6.6 
	Time is of the essence of this Subscription Agreement.
      

	 	 	 
	 	6.7 
	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 Securities and there
        are no other terms, conditions, representations or warranties whether
        expressed, implied, oral or written, by statute, by common law, by the
        Issuer, or by anyone else. 

	 	 	 
	 	6.8 
	This Subscription Agreement may be modified and amended
        only by written agreement executed by all the parties hereto. 

	 	 	 
	 	6.9 
	This Subscription Agreement enures to the benefit
        of and is binding upon the parties to this Subscription Agreement and
        their successors and permitted assigns. Nothing in this Subscription Agreement
        shall be construed to create any rights or obligations except among the
        parties hereto. 

	 	 	 
	 	6.10 
	All notices, requests, consents and other communications
        hereunder shall be in writing, shall be addressed to the receiving party’s
        address as set forth below or to such other address as a party may designate
        by








 

	Subscription Agreement (with related appendixes)	Page 22 of 22 pages





	 	 	notice hereunder, and shall be either (a) delivered
        by hand, (b) made by facsimile transmission (receipt confirmed), (c) sent
        by international overnight or express courier, or (d) sent by registered
        mail, return receipt requested, postage prepaid. 

	 	 	 
	 	 	If to Issuer:            Quincy
        Resources Inc. 

                                        
        309 Center Street 

                                        
        Hancock, MI, USA 49930 

                                       
        Attn: Daniel T. Farrell 

       If to Purchaser, to the address set forth above. 

	 	 	 
	 	 	All notices, requests, consents and other communications
        hereunder shall be deemed to have been given either (w) if by hand, at
        the time of the delivery thereof to the receiving party at the address
        of such party set forth above, (x) if made by facsimile transmission,
        at the time that receipt thereof has been acknowledged by electronic confirmation
        or otherwise, (y) if sent by overnight or express courier, on the business
        day following the day such notice is delivered to the courier service,
        or (z) if sent by registered mail, on the fifth business day following
        the day such mailing is made. 

	 	 	 
	 	6.11 	This Subscription Agreement is to be read with all
        changes in gender or number as required by the context. The headings and
        captions of the various subdivisions of this Subscription Agreement are
        for the convenience of reference only and shall in no way modify or affect
        the meaning or construction of any of the terms or provisions hereof.
      

	 	 	 
	 	6.12 	This Subscription Agreement will be governed by and
        construed in accordance with the internal laws of the state of Nevada
        (without reference to its rules governing the choice or conflict of laws
        that would cause the laws of any other jurisdiction to be applied), and
        the parties hereto irrevocably attorn and submit to the exclusive jurisdiction
        of the courts of Michigan with respect to the enforcement of any arbitration
        decision related to this Subscription Agreement. Any controversy arising
        out of, connected to, or relating to any matters herein of the transactions
        between the Purchaser and the Issuer (including for purposes of arbitration,
        officers, directors, employees, controlling persons, affiliates, professional
        advisors, attorneys, agents, or promoters of the Issuer), on behalf of
        the undersigned, or this Subscription Agreement, or the breach thereof,
        including, but not limited to any claims of violations of Federal and/or
        State Securities Acts, Banking Statutes, Consumer Protection Statutes,
        Federal and/or State anti-Racketeering (e.g. RICO) claims as well as any
        claims relating or deriving from Securities, or underlying securities
        law and any State Law claims of fraud, negligence, negligent misrepresentations,
        and/or conversion shall be settled by arbitration; and in accordance with
        this paragraph and judgment on the arbitrator's award may be entered in
        any court having jurisdiction thereof in accordance with the provisions
        of Nevada Law. The Purchaser waives any right to punitive damage claims.
        In the event of such a dispute, each party to the conflict shall select
        an arbitrator, both of whom shall then select a third arbitrator, which
        shall constitute the three person arbitration board. The decision of a
        majority of the board of arbitrators, who shall render their decision
        within thirty (30) days of appointment of the final arbitrator, shall
        be binding upon the parties.



END OF GENERAL PROVISIONS  


END OF SUBSCRIPTION AGREEMENT