Filed by sedaredgar.com - American Uranium Corporation - Exhibit 10.1






(U.S. ACCREDITED SUBSCRIBERS ONLY)

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 IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT 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 SECURITIES LAWS.

AMERICAN URANIUM CORPORATION

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT SHARES

UNITED STATES ACCREDITED INVESTORS

INSTRUCTIONS TO SUBSCRIBER

	1. 	
      This Subscription form is for use by United States
      Accredited Investors.

	 	 
	2. 	
      COMPLETE the information on page 1 of this
      Subscription Agreement.

	 	 
	3. 	
      COMPLETE the Questionnaire attached on page 5 to
      this Subscription Agreement (the "Questionnaire").

	 	 
	4. 	
      All other information must be filled in where
      appropriate.







This is Page 1 of 12 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as 
the “Subscription Agreement”.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

	TO: 	AMERICAN URANIUM CORPORATION (the
      “Issuer”), of 1600-17th Street, Suite 2800 South, Denver CO
  


Subject and pursuant to the terms set out in the Terms on pages
2 to 4, the General Provisions on pages 7 to 12 and the other schedules and
appendices attached which are hereby incorporated by reference, the Subscriber
hereby irrevocably subscribes for, and on Closing will purchase from the Issuer,
the following securities at the following price:

	_____________________________  Shares 
	USD $_____ per Share for a total purchase price of USD
      $ _________________________________
	 
	The Subscriber owns, directly or indirectly, the following
      securities of the Issuer: 
	______________________________________________________________________________
	[Check if applicable] The Subscriber is
      [     ]  an insider of the Issuer
      or     [     ]  a member of
      the professional group 


The Subscriber directs the Issuer to issue, register and
deliver the certificates representing the Purchased 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 Subscriber this _______ day of 
____________ , 2008. By executing this Subscription 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
Subscriber”. 

	WITNESS: 	 	             
               EXECUTION BY SUBSCRIBER: 
	 	 	 
	 	 	X 
	Signature of Witness
    	 	Signature of individual (if Subscriber is an
      individual) 
	 	 	 
	 	 	X 
	Name of Witness 	 	Authorized signatory (if Subscriber is not an
      individual) 
	 	 	  
	Address of Witness
    	 	Name of
      Subscriber (please print) 
	 	 	  
	 	 	Name of
      authorized signatory (please print) 
	Accepted this day of
      _______________, 2008 	 	  
	AMERICAN URANIUM
      CORPORATION 	 	Address
      of Subscriber (residence) 
	Per: 	 	  
	 	 	Telephone Number 
	Authorized Signatory
    	 	  
	 	 	E-mail
      address 
	 	 	  
	 	 	Social Security/Insurance No.: 


By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 2 to 4, the General Provisions on pages 11 to 16 and the
other schedules and appendices incorporated by reference. If funds are
delivered to the Company’s lawyers, they are authorized to release the funds to
the Issuer. 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 2 of 12 


TERMS

Reference date of this Subscription Agreement December
19, 2008 (the “Agreement Date”)

THE OFFERING

	The Issuer 	
      American Uranium Corporation (the
  “Issuer”) 

	  	
   

	Offering 	
      The offering consists of Shares (the
      “Shares”) of the Issuer at a price of $_____ per
  Share. 

	  	
   

	Purchased Securities      	
      The “Purchased Securities” under this
  Subscription Agreement are Shares. 

	  	
   

	No Minimum or Maximum      	
      There is no minimum or maximum offering. The
      Issuer may close on any subscription amounts it
  receives and it may close the offering in tranches. 

	  	
   

	Issue Price 	
  USD $____ per Share 

	  	
   

	Selling Jurisdictions      	
      The Shares may be sold in jurisdictions
      where they may be lawfully sold (the “Selling
  Jurisdictions”). 

	  	
   

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

	 	
   

	 	
    (a) 
	
      the Accredited Investor exemption as defined
  by Regulation D promulgated under the 1933 Act      

	  	
      
	
   

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

	  	
      
	
   

	Resale restrictions and
      legends 	
      The Subscriber acknowledges that the
      certificates representing the Purchased Securities
  will bear the following legends: 

	  	
      
	
   

	 	
     
	
      “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION      OR THE SECURITIES COMMISSION OF ANY STATE AND      HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND 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.” 

	  	
      
	
   

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









	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 12 



	Closing Date 	
      The completion of the sale and purchase of the Shares
      will take place in one or more closings, on a date or dates as agreed to
      by the Issuer and the Subscriber. Payment for, and delivery of the Shares,
      is scheduled to occur on or about December 22, 2008 or such later date as
      may be agreed upon by the Issuer and the Subscriber (the “Closing Date”).
      

	  	
       
	
       

	Additional definitions 	
      In the Subscription Agreement, the following words have
      the following meanings unless otherwise indicated: 

	  	
       
	
       

		
      (a) 
	
      “Purchased Securities” means the Shares purchased under
      this Subscription Agreement; and 

	  	
       
	
       

		
      (b) 
	
      “Securities” means the Shares 

	  	
       
	
       

	  THE ISSUER 
	  	
       
	
       

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

	  	
       
	
       

	Stock exchange listings 	
      Certain market makers make market in the Issuer’s stock
      on the U.S. over the counter bulletin board 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 12 


UNITED STATES
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 U.S.
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 Issuer. The purpose of this Questionnaire is to assure the Issuer that each
Subscriber will meet the standards imposed by the 1933 Act and the appropriate
exemptions of applicable state securities laws. The Issuer 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 Issuer in any state other than those
specifically authorized by the Issuer.

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 Issuer 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 Issuer
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 U.S. $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 USD
      $1,000,000. 

	 	  	
       

	_____	Category 3 	
      A natural person who had an individual income in excess
      of USD $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of USD $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. 

	 	  	
       

	_____	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States). 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 12



	_____	Category 6 	
      A director or executive officer of the Issuer. 

	 	  	
       

	_____	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 Issuer
with a balance sheet, prior years’ federal income tax returns or other
appropriate documentation to verify and substantiate the Subscriber’s status as
an Accredited Investor.

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

	 
	 
	
      The Subscriber hereby certifies that the information
      contained in this Questionnaire is complete and accurate and the
      Subscriber will notify the Issuer 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 _______________, 2008.

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







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 12 


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 7
      to 13 and the other schedules and appendices incorporated by reference),
      the following words have the following meanings unless otherwise
      indicated:

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

	 	 	 
		(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer, including the U.S. Securities
      Exchange Act of 1934 and British Columbia Instrument 51-509, 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 Purchased Securities;

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

	 	 	 
		(e) 	
      “Closing Year” means the calendar year in which
      the Closing takes place;

	 	 	 
		(f) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer, including the United States SEC and the
      securities commissions incorporated in the definition of this term in
      other parts of the Subscription Agreement;

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

	 	 	 
		(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 7 to 13;

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

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

	 	 	 
		(k) 	
      “Regulatory Authorities” means the
    Commissions;

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

	 	 	 
		(m) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 2 to 4, the General Provisions on pages 7 to 13
      and the other schedules and appendices incorporated by reference;
    and

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

	 	 	 
	1.2 	
      In the Subscription Agreement, the following terms have
      the meanings defined in Regulation S: “Directed Selling Efforts”,
      “Foreign Issuer”, “Substantial U.S. Market Interest”,
      “U.S. Person” and “United States”.

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








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 12 



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

	 	 
	2. 	
      ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF
      SUBSCRIBER

	 	 
	2.1 	
      Acknowledgements concerning
offering



The Subscriber acknowledges that:

	 	(a) 	
      the Securities have not been registered under 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 securities
      laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer 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) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      acquire the Purchased Securities 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 entirely
      upon a review of information (the "Company Information") which has been
      provided by the Company to the Subscriber. If the Company has presented a
      business plan or any other type of corporate profile to the Subscriber,
      the Subscriber acknowledges that the business plan, the corporate profile
      and any projections or predictions contained in any such documents may not
      be achieved or be achievable;

	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity 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 business plan, corporate profile 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
      Purchased Securities 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 in the Questionnaire, 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 or the Questionnaire;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 12



	 	(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 representation or warranty of
      the Subscriber contained herein, the Questionnaire 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 Purchased Securities 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 its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Purchased Securities and with respect to applicable
      resale restrictions and it is solely responsible (and the Company is in
      any way responsible) for compliance with applicable resale
      restrictions;

	 	 	 
	 	(l) 	
      the Purchased Securities are not 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 shares of the Company on
      the National Association of Securities Dealers Inc.'s OTC Bulletin
      Board;

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

	 	 	 
	 	(n) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Purchased Securities; and

	 	 	 
	 	(p) 	
      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.




	2.2 	Representations by the Subscriber



The Subscriber represents and warrants to the Issuer that, as
at the Agreement Date and at the Closing:

	 	(a) 	
      the Subscriber is resident in the United
States;

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

	 	 	 
	 	(c) 	
      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;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 12 



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

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

	 	 	 
	 	(f) 	
      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;

	 	 	 
	 	(g) 	
      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;

	 	 	 
	 	(h) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the Company, and the
      Subscriber is providing evidence of such knowledge and experience in these
      matters through the information requested in the Questionnaire;

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

	 	 	 
	 	(j) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Company, and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Shares;

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

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

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

	 	 	 
	 	(n) 	
      if the Subscriber is acquiring the Purchased Securities
      as a fiduciary or agent for one or more investor accounts, the investor
      accounts for which the Subscriber acts as a fiduciary or agent satisfy the
      definition of an "Accredited Investor", as the term is defined under
      Regulation D of the 1933 Act;

	 	 	 
	 	(o) 	
      if the Subscriber is acquiring the Purchased Securities
      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;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 12 



		(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Purchased Securities and is not acquiring the Purchased Securities
      as a result of any form of general solicitation or general advertising
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising; and

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

	 	 	 	 
			(i) 	
      that any person will resell or repurchase any of the
      Purchased Securities;

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

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

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

	 	 	 	 
	2.3 	
      British Columbia Instrument 51-509

	 	 	 	 
		(a) 	
      Pursuant to British Columbia Instrument 51-509 – Issuers
      Quoted in the U.S. Over–the-Counter Markets (“BCI 51-509”), as adopted by
      the British Columbia Securities Commission, a subsequent trade in the
      Securities in or from British Columbia will be a distribution subject to
      the prospectus and registration requirements of applicable Canadian
      securities legislation (including the British Columbia Securities Act)
      unless certain conditions are met, which conditions include, among others,
      a requirement that any certificate representing the Securities (or
      ownership statement issued under a direct registration system or other
      book entry system) bear the restrictive legend (the "BC Legend") specified
      in BCI 51-509.

	 	 	 	 
		(b) 	
      The Subscriber represents and warrants that the
      Subscriber is not a resident of British Columbia and undertakes not to
      trade or resell any of the Securities in or from British Columbia. The
      Subscriber understands and agrees that the Company and others will rely
      upon the truth and accuracy of these representations and warranties and
      agrees that if such representations and warranties are no longer accurate
      or have been breached, the Subscriber shall immediately notify the
      Company.

	 	 	 	 
		(c) 	
      By executing and delivering this Subscription Agreement
      and as a consequence of the representations and warranties made by the
      Subscriber in this section, the Subscriber will have directed the Company
      not to include the BC Legend on any certificates representing the
      Securities to be issued to the Subscriber. As a consequence, the
      Subscriber will not be able to rely on the resale provisions of BCI 51-509
      or Canadian National Instrument 45-102, and any subsequent trade in any of
      the Securities in or from British Columbia will be a distribution subject
      to the prospectus and registration requirements of the British Columbia
      Securities Act.

	 	 	 	 
		(d) 	
      If the Subscriber wishes to trade or resell any of the
      Securities in or from British Columbia, the Subscriber agrees and
      undertakes to return, prior to any such trade or resale, any certificate
      representing the Securities to the Company’s transfer agent to have the BC
      Legend imprinted on such certificate or to instruct the Company’s transfer
      agent to include the BC Legend on any ownership statement issued under a
      direct registration system or other book entry
system.








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 11 of 12 



	2.4 	Reliance, indemnity and notification of changes
    


The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 2 to 4, the
General Provisions on pages 7 to 13 and the other schedules and appendices
incorporated by reference) are made by the Subscriber with the intent that they
be relied upon by the Issuer in determining its suitability as a purchaser of
Purchased Securities, and the Subscriber hereby agrees to indemnify the Issuer
against all losses, claims, costs, expenses and damages or liabilities which any
of them may suffer or incur as a result of reliance thereon. The Subscriber
undertakes to notify the Issuer immediately of any change in any representation,
warranty or other information relating to the Subscriber set forth in the
Subscription Agreement (including the first (cover) page, the Terms on pages 2
to 4, the General Provisions on pages 7 to 13 and the other schedules and
appendices incorporated by reference) which takes place prior to the
Closing.

	2.5 	Survival of representations and warranties
  


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

	3. 	ISSUER’S ACCEPTANCE



The Subscription Agreement, when executed by the Subscriber,
and delivered to the Issuer, will constitute a subscription for Shares which
will not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the Subscriber, the Subscription Agreement will be entered into
on the date of such execution by the Issuer.

	4. 	
      CLOSING

	 	 
	4.1 	
      On or before the end of the fifth business day before the
      Closing Date, the Subscriber will deliver to the Issuer the Subscription
      Agreement and all applicable schedules and required forms, duly executed,
      and payment in full for the total price of the Purchased Securities to be
      purchased by the Subscriber.

	 	 
	4.2 	
      Following Closing, the Issuer will deliver to the
      Subscriber the certificates representing the Securities purchased by the
      Subscriber registered in the name of the Subscriber or its nominee, or as
      directed by the Subscriber.

	 	 
	5. 	
      MISCELLANEOUS

	 	 
	5.1 	
      The Subscriber agrees to sell, assign or transfer the
      Securities only in accordance with the requirements of applicable
      securities laws and any legends placed on the Securities as contemplated
      by the Subscription Agreement.

	 	 
	5.2 	
      The Subscriber hereby authorizes the Issuer to correct
      any minor errors in, or complete any minor information missing from any
      part of the Subscription Agreement and any other schedules, forms,
      certificates or documents executed by the Subscriber and delivered to the
      Issuer in connection with the Private Placement.

	 	 
	5.3 	
      The Issuer may 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 Subscriber and the Issuer in accordance with the
      terms of the Subscription Agreement.

	 	 
	5.4 	
      Without limitation, this subscription and the
      transactions contemplated by this Subscription Agreement are conditional
      upon and subject to the Issuer’s having obtained such regulatory approval
      of this subscription and the transactions contemplated by this
      Subscription Agreement as the Issuer considers necessary.

	 	 
	5.5 	
      This Subscription Agreement is not assignable or
      transferable by the parties hereto without the express written consent of
      the other party to this Subscription
Agreement.








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 12 of 12 



	5.6 	
      Time is of the essence of this Subscription
    Agreement.

	 	 
	5.7 	
      Except as expressly provided in this Subscription
      Agreement and in the agreements, instruments and other documents
      contemplated or provided for in this Subscription Agreement, this
      Subscription Agreement contains the entire agreement between the parties
      with respect to the 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.

	 	 
	5.8 	
      The parties to this Subscription Agreement may amend this
      Subscription Agreement only in writing.

	 	 
	5.9 	
      This Subscription Agreement enures to the benefit of and
      is binding upon the parties to this Subscription Agreement and their
      successors and permitted assigns.

	 	 
	5.10 	
      A party to this Subscription Agreement will give all
      notices to or other written communications with the other party to this
      Subscription Agreement concerning this Subscription Agreement by hand or
      by registered mail addressed to the address given on page 1.

	 	 
	5.11 	
      This Subscription Agreement is to be read with all
      changes in gender or number as required by the context.

	 	 
	5.12 	
      This Subscription Agreement will be governed by and
      construed in accordance with the internal laws of Nevada (without
      reference to its rules governing the choice or conflict of laws), and the
      parties hereto irrevocably attorn and submit to the exclusive jurisdiction
      of the courts of Nevada with respect to any dispute related to this
      Subscription Agreement.



End of General Provisions

End of Subscription Agreement