Exhibit 10.1


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


     

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

     

    SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT (the "Agreement") made as of May __, 2007.

     

    
      	BETWEEN:	
              YALETOWN
                CAPITAL INC. (the
                "Company")
                
                Suite
                  200-3083 Grandview Hwy.

                Vancouver,
                  BC

              

            


    

    
      


    
      	AND:	
              PETER
                MIELE (the
                "Subscriber")
                
                ____________________________

                West
                  Vancouver, BC

              

            


    

     

     

    WHEREAS:

     

    The
      Subscriber wishes to purchase 2,000,000 shares of common stock in the Company
      for a purchase price of $50,000; 

     

    Yaletown
      has agreed to sell certain shares of common stock to the Subscriber;
      and

     

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

     

    1.  Interpretation

     

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

     

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

     

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    2.    Documents
      Required from Subscriber

     

    2.1  The
      Subscriber must complete, sign and return to the Company:

     

    	(a)  	
            an
              executed copy of this Agreement, and

          


     

    	(b)  	
            an
              Accredited Investor Questionnaire in the form attached hereto as Exhibit
              1
              (the “Questionnaire”).

          


     

    2.2  The
      Subscriber shall complete, sign and return to the Company as soon as possible,
      on request by the Company, any documents, questionnaires, notices and
      undertakings as may be required by regulatory authorities, the National
      Association of Securities Dealers Over-the-Counter Bulletin Board (the “OTC
      Bulletin Board”) and applicable law.

     

    3.  Closing

     

    3.1  Closing
      of the offering of the Shares (the "Closing") shall occur on or before July
      31,
      2006, or on such other date as may be determined by the Company (the "Closing
      Date"), payment shall be as follows:

     

    	(a)  	
            $3,000
              upon signing of this subscription;

          


     

    	(b)  	
            $7,000
              on or before June 5, 2007;

          


     

    	(c)  	
            $15,000
              on or before June 30, 2007;

          


     

    	(d)  	
            $12,500
              on or before July 15, 2007; and

          


     

    	(e)  	
            $12,500
              on or before July 31, 2007.

          


     

    4.  Acknowledgements
      of Subscriber

     

    4.1  The
      Subscriber acknowledges and agrees that:

     

    	(a)  	
            none
              of the Shares have been or will be registered under the 1933 Act, or
              under
              any state securities or "blue sky" laws of any state of the United
              States,
              and, unless so registered, may not be offered or sold in the United
              States
              or, directly or indirectly, to U.S. Persons, as that term is defined
              in
              Regulation S under the 1933 Act ("Regulation S"), except in accordance
              with the provisions of Regulation S, pursuant to an effective registration
              statement under the 1933 Act, or pursuant to an exemption from, or
              in a
              transaction not subject to, the registration requirements of the 1933
              Act
              and in each case only in accordance with applicable state and provincial
              securities laws;

          


     

    	(b)  	
            the
              Company has not undertaken, and will have no obligation, to register
              any
              of the Shares under the 1933 Act or any other securities
              legislation;

          


     

    	(c)  	
            he
              has received and carefully read this
              Agreement;

          


     

    	(d)  	
            the
              decision to execute this Agreement and purchase the Shares 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 any public
              information which has been filed by the Company with the Securities
              and
              Exchange Commission ("SEC") in compliance, or intended compliance,
              with
              applicable securities legislation;

          


     

    	(e)  	
            he
              and his advisor(s) have had a reasonable opportunity to ask questions
              of
              and receive answers from the Company in connection with the sale of
              the
              Shares hereunder, and to obtain additional information, to the extent
              possessed or obtainable by the Company without unreasonable effort
              or
              expense;

          


     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    	(f)  	
            the
              books and records of the Company were available upon reasonable notice
              for
              inspection, subject to certain confidentiality restrictions, by the
              Subscriber during reasonable business hours at its principal place
              of
              business and that all documents, records and books in connection with
              the
              sale of the Shares hereunder have been made available for inspection
              by
              him and his attorney and/or advisor(s);

          


     

    	(g)  	
            the
              Company is entitled to rely on the representations and warranties of
              the
              Subscriber contained in this Agreement and the Subscriber will hold
              harmless the Company from any loss or damage it or they may suffer
              as a
              result of the Subscriber's failure to correctly complete this
              Agreement;

          


     

    	(h)  	
            the
              Subscriber will indemnify and hold harmless the Company and, where
              applicable, its respective directors, officers, employees, agents,
              advisors and shareholders from and against any and all loss, liability,
              claim, damage and expense whatsoever (including, but not limited to,
              any
              and all fees, costs and expenses whatsoever reasonably incurred in
              investigating, preparing or defending against any claim, lawsuit,
              administrative proceeding or investigation whether commenced or
              threatened) arising out of or based upon any representation or warranty
              of
              the Subscriber contained herein or in any document furnished by the
              Subscriber to the Company in connection herewith being untrue in any
              material respect or any breach or failure by the Subscriber to comply
              with
              any covenant or agreement made by the Subscriber to the Company in
              connection therewith;

          


     

    	(i)  	
            the
              Subscriber has been advised to consult the Subscriber's own legal,
              tax and
              other advisors with respect to the merits and risks of an investment
              in
              the Shares and with respect to applicable resale restrictions, and
              it is
              solely responsible (and the Company is not in any way responsible)
              for
              compliance with:

          


     

    	(i)  	
            any
              applicable laws of the jurisdiction in which the Subscriber is resident
              in
              connection with the distribution of the Shares hereunder,
              and

          


     

    	(ii)  	
            applicable
              resale restrictions;

          


     

    	(j)  	
            in
              addition to resale restrictions imposed under U.S. securities laws,
              there
              are additional restrictions on the Subscriber's ability to resell the
              Shares under the Securities Act (British Columbia) and Multilateral
              Instrument 45-102 adopted by the British Columbia Securities
              Commission;

          


     

    	(k)  	
            the
              Company has advised the Subscriber that the Company is relying on an
              exemption from the requirements to provide the Subscriber with a
              prospectus to sell the Shares and, as a consequence of acquiring the
              Shares pursuant to such exemption certain protections, rights and remedies
              provided by the applicable securities legislation of British Columbia
              including statutory rights of rescission or damages, will not be available
              to the Subscriber;

          


     

    	(l)  	
            none
              of the Shares are listed on any stock exchange or automated dealer
              quotation system and no representation has been made to the Subscriber
              that any of the Shares will become listed on any stock exchange or
              automated dealer quotation system, except that currently certain market
              makers make market in the common shares of the Company on the OTC Bulletin
              Board;

          


     

    	(m)  	
            the
              Subscriber is outside the United States when receiving and executing
              this
              Agreement and is acquiring the Shares as principal for its own account,
              for investment purposes only, and not with a view to, or for, resale,
              distribution or fractionalization thereof, in whole or in part, and
              no
              other person has a direct or indirect beneficial interest in such
              Shares;

          


     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    	(n)  	
            none
              of the Shares may be offered or sold to a U.S. Person or for the account
              or benefit of a U.S. Person (other than a distributor) prior to the
              end of
              the Distribution Compliance Period (as defined
              herein);

          


     

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

          


     

    	(p)  	
            no
              documents in connection with the sale of the Shares hereunder have
              been
              reviewed by the SEC or any state securities administrators;
              

          


     

    	(q)  	
            there
              is no government or other insurance covering any of the
              Shares;

          


     

    	(r)  	
            the
              issuance and sale of the Shares to the Subscriber will not be completed
              if
              it would be unlawful or if, in the discretion of the Company acting
              reasonably, it is not in the best interests of the
              Company;

          


     

    	(s)  	
            the
              Subscriber is purchasing the Shares pursuant to an exemption from the
              registration and the prospectus requirements of applicable securities
              legislation on the basis that the Subscriber is an accredited investor
              of
              the Company and, as a consequence:

          


     

    	(i)  	
            is
              restricted from using most of the civil remedies available under
              securities legislation,

          


     

    	(ii)  	
            may
              not receive information that would otherwise be required to be provided
              under securities legislation, and

          


     

    	(iii)  	
            the
              Company is relieved from certain obligations that would otherwise apply
              under securities legislation;

          


     

    	(t)  	
            the
              statutory and regulatory basis for the exemption claimed for the offer
              and
              sale of the Shares, although in technical compliance with Regulation
              S,
              would not be available if the offering is part of a plan or scheme
              to
              evade the registration provisions of the 1933 Act;
              and

          


     

    	(u)  	
            this
              Agreement is not enforceable by the Subscriber unless it has been accepted
              by the Company.

          


     

    5.  Representations,
      Warranties and Covenants of the Subscriber

     

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

     

    	(a)  	
            the
              Subscriber is not a U.S. Person;

          


     

    	(b)  	
            by
              completing the Questionnaire, the Subscriber is representing and
              warranting that the Subscriber is an “Accredited Investor”, as that term
              is defined in National Instrument 45-106 adopted by the British Columbia
              Securities Commission;

          


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    	(c)  	
            the
              Subscriber is not acquiring the Shares for the account or benefit of,
              directly or indirectly, any U.S. Person;

          


     

    	(d)  	
            the
              Subscriber is resident in the jurisdiction set out under the heading
              "Name
              and Address of Subscriber" on the signature page of this Agreement
              and the
              sale of the Shares to the Subscriber as contemplated in this Agreement
              complies with or is exempt from the applicable securities legislation
              of
              the jurisdiction of residence of the
              Subscriber;

          


     

    	(e)  	
            the
              Subscriber is purchasing the Shares as principal for investment purposes
              only and not with a view to resale or distribution and, in particular,
              the
              Subscriber has no intention to distribute, either directly or indirectly,
              any of the Shares in the United States or to U.S. Persons;
              

          


     

    	(f)  	
            the
              Subscriber is outside the United States when receiving and executing
              this
              Agreement;

          


     

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

          


     

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

          


     

    	(i)  	
            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, (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 and (iv) has such
              knowledge and experience in financial and business matters as to be
              capable of evaluating the merits and risks of its investment in the
              Shares
              and the Company;

          


     

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

          


     

    	(k)  	
            the
              Subscriber has the legal capacity and competence to enter into and
              execute
              this Agreement and to take all actions required pursuant
              hereto;

          


     

    	(l)  	
            the
              Subscriber has duly executed and delivered this Agreement and it
              constitutes a valid and binding agreement of the Subscriber enforceable
              against the Subscriber in accordance with its
              terms;

          


     

    	(m)  	
            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;

          


     

    	(n)  	
            the
              Subscriber understands and agrees that none of the Shares have been
              registered under the 1933 Act, or under any state securities or "blue
              sky"
              laws of any state of the United States, and, unless so registered,
              may not
              be offered or sold in the United States or, directly or indirectly,
              to
              U.S. Persons except in accordance with the provisions of Regulation
              S,
              pursuant to an effective registration statement under the 1933 Act,
              or
              pursuant to an exemption from, or in a transaction not subject to,
              the
              registration requirements of the 1933 Act and in each case only in
              accordance with applicable state and provincial securities
              laws;

          


     

    	(o)  	
            it
              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;

          


     

    	(p)  	
            the
              Subscriber understands and agrees that offers and sales of any of the
              Shares prior to the expiration of a period of one year after the date
              of
              original issuance of the Shares (the one year period hereinafter referred
              to as the "Distribution Compliance Period") shall only be made in
              compliance with the safe harbor provisions set forth in Regulation
              S,
              pursuant to the registration provisions of the 1933 Act or an exemption
              therefrom, and that all offers and sales after the Distribution Compliance
              Period shall be made only in compliance with the registration provisions
              of the 1933 Act or an exemption therefrom and in each case only in
              accordance with applicable state and provincial securities
              laws;

          


     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

     

    	(q)  	
            the
              Subscriber understands and agrees not to engage in any hedging
              transactions involving any of the Shares unless such transactions are
              in
              compliance with the provisions of the 1933 Act and in each case only
              in
              accordance with applicable state and provincial securities
              laws;

          


     

    	(r)  	
            the
              Subscriber understands and agrees that the Company will refuse to register
              any transfer of the Shares not made in accordance with the provisions
              of
              Regulation S, pursuant to an effective registration statement under
              the
              1933 Act or pursuant to an available exemption from the registration
              requirements of the 1933 Act;

          


     

    	(s)  	
            the
              Subscriber acknowledges that it has not acquired the Shares as a result
              of, and will not itself engage in, any "directed selling efforts" (as
              defined in Regulation S under the 1933 Act) in the United States in
              respect of any of the Shares which would include any activities undertaken
              for the purpose of, or that could reasonably be expected to have the
              effect of, conditioning the market in the United States for the resale
              of
              any of the Shares; provided, however, that the Subscriber may sell
              or
              otherwise dispose of any of the Shares pursuant to registration of
              any of
              the Shares pursuant to the 1933 Act and any applicable state securities
              laws or under an exemption from such registration requirements and
              as
              otherwise provided herein;

          


     

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

          


     

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

          


     

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

          


     

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

          


     

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

          


     

    	(iv)  	
            that
              any of the Shares 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 Shares of the Company on any stock
              exchange or automated dealer quotation
              system.

          


     

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

     

    6.  Representations
      and Warranties will be Relied Upon by the Company

     

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

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    7.  Resale
      Restrictions

     

    7.1  The
      Subscriber acknowledges that any resale of the Shares will be subject to resale
      restrictions contained in the securities legislation applicable to each
      Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
      have not been registered under the 1933 Act of the securities laws of any state
      of the United States. The Shares may not be offered or sold in the United States
      unless registered in accordance with United States federal securities laws
      and
      all applicable state and provincial securities laws or exemptions from such
      registration requirements are available.

     

    7.2  The
      Subscriber acknowledges that restrictions on the transfer, sale or other
      subsequent disposition of the Shares by the Subscriber may be imposed by
      securities laws in addition to any restrictions referred to in Section
7.1
      above,
      and, in particular, the Subscriber acknowledges and agrees that:

     

    	(a)  	
            none
              of the Shares may be offered or sold to a U.S. Person or for the account
              or benefit of a U.S. Person (other than a distributor) prior to the
              end of
              the Distribution Compliance Period; and

          


     

    	(b)  	
            the
              Company is not a reporting issuer in any of the Provinces of Canada
              and
              therefore resale of any of the Shares in Canada is restricted except
              pursuant to an exemption from applicable securities
              legislation.

          


     

    8.  Acknowledgement
      and Waiver

     

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

     

    9.  Legending
      and Registration of Subject Shares

     

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

     

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

     

    10.  Costs

     

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

     

    11.  Governing
      Law

     

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

     

    12.  Survival

     

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

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    13.  Assignment

     

    13.1  This
      Agreement is not transferable or assignable.

     

    14.  Execution

     

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

     

    15.  Severability

     

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

     

    16.  Entire
      Agreement

     

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

     

    17.  Notices

     

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

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    18.  Counterparts

     

    18.1  This
      Agreement may be executed in any number of counterparts, each of which, when
      so
      executed and delivered, shall constitute an original and all of which together
      shall constitute one instrument.

     

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

     

    DELIVERY
      INSTRUCTIONS

     

    1.  Delivery
      - please deliver the certificates to:

     

      
        

      

    

     

      
        

      

    

     

    2.  Registration
      - registration of the certificates which are to be delivered at closing should
      be made as follows:

     

      
        

      

    

    (name)

     

      
        

      

    

    (address)

     

    	3.  	
            The
              undersigned hereby acknowledges that it will deliver to the Company
              all
              such additional completed forms in respect of the Subscriber's purchase
              of
              the Shares as may be required for filing with the appropriate securities
              commissions and regulatory authorities.

          


     

     

    
      	 	
              
                
(Name
                of Subscriber - Please type or
                print)

            
	 	 
	 	
               

              
                

              

              (Signature
                and, if applicable, Office)

            
	 	 
	 	
               

              
                

              

              (Address
                of Subscriber)

            
	 	 
	 	
               

              
                

              

              (City, State or Province, Postal Code of
                Subscriber)

            
	 	 
	 	
               

              
                

              

              (Country
                of Subscriber)

            
	 	 
	 	
              
                

              

              (fax
                and email address)

            
	 	 
	 	 


    

     

     

    



    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    A
      C C E P T A N C E

     

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

     

    DATED
      at
      ________________, ________________, the ___ day of May, 2007.

     

    YALETOWN
      CAPITAL INC.

     

    


     

    


     

    Per:_________________________________

    Authorized
      Signatory


    
      
         

      

      
        10

        
          

        

      

      
         

         

      

    


    Exhibit
      1

     

     

    NATIONAL
      INSTRUMENT 45-106

     

    ACCREDITED
      INVESTOR QUESTIONNAIRE

     

    The
      purpose of this Questionnaire is to assure YALETOWN
      CAPITAL INC.(the
      “Company”) that the undersigned (the “Subscriber”) will meet certain
      requirements for the registration and prospectus exemptions provided for under
      National
      Instrument 45-106 (“NI 45-106”), as adopted by the Securities Commissions in
      Canada, in respect of a proposed private placement of securities by the Company
      (the “Transaction”).
      The
      Company will rely on the information contained in this Questionnaire for the
      purposes of such determination.

     

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

     

    
      	 	
              1.

            	
              the
                Subscriber has such knowledge and experience in financial and business
                matters as to be capable of evaluating the merits and risks of the
                Transaction and the Subscriber is able to bear the economic risk
                of loss
                arising from such Transaction;

            


    

     

    
      	 	
              2.

            	
              the
                Subscriber satisfies one or more of the categories of “accredited
                investor” (as that term is defined in NI 45-106) indicated below (please
                check the appropriate box):

            


    

     

    
      	 	o	
              (a)
                a Canadian financial institution as defined in National Instrument
                14-101,
                or an authorized foreign bank listed in Schedule III of the Bank
                Act
                (Canada); 

            


    

     

    
      	 	o 	
              (b)
                the Business Development Bank of Canada incorporated under the
                Business
                Development Bank Act
                (Canada);

            


    

     

    
      	 	o 	
              (c)
                a subsidiary of any person referred to in any of the foregoing categories,
                if the person owns all of the voting securities of the subsidiary,
                except
                the voting securities required by law to be owned by directors of
                that
                subsidiary;

            


    

     

    
      	 	o 	
              (d)
                an individual registered or formerly registered under securities
                legislation in a jurisdiction of Canada, as a representative of a
                person
                or company registered under securities legislation in a jurisdiction
                of
                Canada, as an adviser or dealer, other than a limited market dealer
                registered under the Securities
                Act
                (Ontario) or the Securities
                Act
                (Newfoundland);

            


    

     

    
      	 	o 	
              (e)
                an individual registered or formerly registered under the securities
                legislation of a jurisdiction of Canada as a representative of a
                person
                referred to in paragraph (d);

            


    

     

    
      	 	o 	
              (f)
                the government of Canada or a province, or any crown corporation
                or agency
                of the government of Canada or a
                province;

            


    

     

    
      	 	o	
              (g)
                a municipality, public board or commission in Canada and a metropolitan
                community, school board, the Comite de gestion de la taxe scholaire
                de
                l’ile de Montreal or an intermunicipal management board in
                Québec;

            


    

     

    
      	 	o 	
              (h)
                a national, federal, state, provincial, territorial or municipal
                government of or in any foreign jurisdiction, or any agency
                thereof;

            


    

     

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

     

     

    
      	 	o 	
              (i)
                a pension fund that is regulated by either the Office of the
                Superintendent of Financial Institutions (Canada) or a pension commission
                or similar regulatory authority of a jurisdiction of
                Canada;

            


    

     

    
      	 	o	
              (j)
                an individual who either alone or with a spouse beneficially owns,
                directly or indirectly, financial assets (as defined in NI 45-106)
                having
                an aggregate realizable value that, before taxes but net of any related
                liabilities, exceeds CDN$1,000,000;

            


    

     

    
      	 	o	
              (k)
                an individual whose net income before taxes exceeded CDN$200,000
                in each
                of the two more recent calendar years or whose net income before
                taxes
                combined with that of a spouse exceeded $300,000 in each of those
                years
                and who, in either case, reasonably expects to exceed that net income
                level in the current calendar year;

            


    

     

    
      	 	o	
              (l)
                an individual who, either alone or with a spouse, has net assets
                of at
                least CDN $5,000,000;

            


    

     

    
      	 	o	
              (m)
                a person, other than a person or investment fund, that had net assets
                of
                at least CDN$5,000,000 as reflected on its most recently prepared
                financial statements;

            


    

     

    
      	 	o	
              (n)
                an investment fund that distributes it securities only to persons
                that are
                accredited investors at the time of distribution, a person that acquires
                or acquired a minimum of CDN$150,000 of value in securities, or a
                person
                that acquires or acquired securities under Sections 2.18 or 2.19
                of NI
                45-106;

            


    

     

    
      	 	o	
              (o)
                an investment fund that distributes or has distributed securities
                under a
                prospectus in a jurisdiction of Canada for which the regulator or,
                in
                Québec, the securities regulatory authority, has issued a
                receipt;

            


    

     

    
      	 	o 	
              (p)
                a trust company or trust corporation registered or authorized to
                carry on
                business under the Trust
                and Loan Companies Act
                (Canada) or under comparable legislation in a jurisdiction of Canada
                or a
                foreign jurisdiction, acting on behalf of a fully managed account
                managed
                by the trust company or trust corporation, as the case may
                be;

            


    

     

    
      	 	o 	
              (q)
                a person acting on behalf of a fully managed account managed by that
                person, if that person (i) is registered or authorized to carry on
                business as an adviser or the equivalent under the securities legislation
                of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in
                Ontario, is purchasing a security that is not a security of an investment
                fund;

            


    

     

    
      	 	o 	
              (r)
                a registered charity under the Income
                Tax Act
                (Canada) that, in regard to the trade, has obtained advice from an
                eligibility advisor or an advisor registered under the securities
                legislation of the jurisdiction of the registered charity to give
                advice
                on the securities being traded;

            


    

     

    
      	 	o 	
              (s)
                an entity organized in a foreign jurisdiction that is analogous to
                any of
                the entities referred to in paragraphs (a) to (d) or paragraph (i)
                in form
                and function;

            


    

     

    
      	 	o 	
              (t)
                a person in respect of which all of the owners of interests, direct,
                indirect or beneficial, except the voting securities required by
                law are
                persons or companies that are accredited
                investors.

            


    

     

    
      	 	o 	
              (u)
                an investment funds that is advised by a person registered as an
                advisor
                or a person that is exempt from registration as an advisor;
                or

            


    

     

    
      	 	o 	
              (v)
                a person that is recognized or designated by the securities regulatory
                authority or, except in Ontario and Québec, the regulator as (i) an
                accredited investor, or (ii) an exempt purchaser in Alberta or British
                Columbia after this instrument comes into
                force;

            


    

     

     

    
      
         

      

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

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
      day
      of
,
      200__.

     

     

     

    
      	
               

                

              

              If a Corporation, Partnership or Other
                Entity:

            	 	
              
                

              

              If
                an Individual:

            
	 	 	 
	
              
                

              

              Print or Type Name of Entity

            	 	
              
                

              

              Signature

            
	 	 	 
	
              
                

              

              Signature of Authorized
                Signatory  

            	 	
              
                

              

              Print
                or Type Name

            
	 	 	 
	
              
Type
              of Entity	 	 


    

     

     

     

     

    13