Exhibit 99- 6d

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Agency Agreement - Special Warrant Private Placement
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THIS AGREEMENT dated for reference March 3, 2000, is made

BETWEEN

AND      SOFTCARE EC.COM INC., Suite 107 - 980 West 1st Street, North
         Vancouver, British Columbia, V7P 3N4
         (the "Issuer");

AND      CANACCORD CAPITAL CORPORATION, 2200 - 609 Granville Street,
         Vancouver, British Columbia, V7Y 1H2

AND      RESEARCH  CAPITAL  CORPORATION,  Suite  564  -  1055  Dunsmuir  Street,
         Vancouver, British Columbia, V7X IL4

AND      HAYWOOD SECURITIES INC., 1100 - 400 Burrard Street, Vancouver,
         British Columbia, V6C 3A6
         (individually, an "Agent" and collectively, the "Agents").

WHEREAS:

A.  The Issuer wishes to privately place with purchasers up to 1,495,000 Special
Warrants at a price of $3.75 per Special Warrant;

B.  The Issuer wishes to appoint the Agents to distribute  the Special Warrants,
and the  Agents  are  willing  to  accept  such  appointment  on the  terms  and
conditions of this Agreement;

THE PARTIES to this Agreement therefore agree:
1.       DEFINITIONS

In this Agreement and the Recitals hereto:

         (a)      "Administration  Fee"  means  the fee to be  paid to the  Lead
                  Agent by the  Issuer  in  consideration  of the  Lead  Agent's
                  services in connection with the coordination and review of the
                  Private   Placement   and  the   review   of  the   subsequent
                  qualification  of the  distribution  of  any  of the  Issuer's
                  securities resulting from the Private Placement,  by way of an
                  AIF, exchange offering prospectus or prospectus;
         (b)      "Agents'  Fee" means the  commission  which is set out in this
                  Agreement  and which is payable by the Issuer to the Agents in
                  consideration  of the  services  performed by the Agents under
                  this Agreement;



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         (c)      "Agents'  Special  Warrants" means the special warrants of the
                  Issuer to be issued  as part of the  Agents' Fee as set out in
                  this Agreement which have the terms provided in this Agreement
                  and in the certificates representing such special warrants;
         (d)      "Agents'  Warrants'  means the share purchase  warrants of the
                  Issuer  which  will be  issued  upon the  exercise  or  deemed
                  exercise of the Agents'  Special  Warrants  and which have the
                  terms  provided  in  this   Agreement  and  the   certificates
                  representing such share purchase warrants;
         (e)      "Agents' Warrant Shares" means the previously  unissued common
                  shares in the capital of the Issuer, as presently constituted,
                  which  will  be  issued  upon  the  exercise  of  the  Agents'
                  Warrants;
         (f)      "AIF"  has the  meaning  defined  in the B.C.  Policy  and the
                  Alberta AIF Rules;
         (g)      "Alberta Act" means the Securities Act,  (Alberta) S.A. 1981,
                  c. S-6. 1, as amended;
         (h)      "Alberta AIF Rules" means Alberta Securities  Commission  Rule
                  45-501 and Companion Policy) 45-501 CP;
         (i)      "Alberta Commission" means the Alberta Securities Commission;
         (j)      "Applicable  Legislation"  means the B.C.  Act and the Alberta
                  Act,   together  with  the  regulations  and  rules  made  and
                  promulgated   thereunder   and   all   administrative   policy
                  statements,  blanket  orders and rulings,  notices,  and other
                  administrative directions issued by the Commission,
         (k)      "B.C.  Act"  means  the  Securities  Act  (British  Columbia),
                  R.S.B.C. 1996, as amended;
         (l)      "B.C.  Blanket Order" means Blanket Order and Ruling #98/7, or
                  any successor instrument issued by the B.C. Commission;
         (m)      'B.C.   Commission"  means  the  British  Columbia  Securities
                  Commission;
         (n)      "B.C. Policy.  means British Columbia's Local Policy Statement
                  3-27,  or  any  successor  instrument,   issued  by  the  B.C.
                  Commission;
         (o)      "B.C. Rules" means the rules made under the B.C. Act;
         (p)      "CDNX  Policies"  means the rules and policies of the Canadian
                  Venture Exchange;
         (q)      "Closing"  means a day or days Special  Warrants are issued to
                  the Purchasers;
         (r)      "Commissions"  means  the  B.C.  Commission  and  the  Alberta
                  Commission;
         (s)      "Corporate  Finance  Shares" means the 25,000 common shares in
                  the  capital  of the  Issuer to be issued to the Lead Agent by
                  the Issuer upon the exercise of the Corporate  Finance Special
                  Warrants;
         (t)      "Corporate Finance Special Warrants" means the special
                  warrants  of the  Issuer to be issued to the Lead Agent as set
                  out in this Agreement in  consideration  of corporate  finance
                  and structuring  services provided by the Lead Agent and which
                  have the terms provided in this Agreement and the certificates
                  representing such special warrants;
         (u)      "Current AIF" has the meaning defined in the B.C. Policy;
         (v)      "Distribution"  means the  proposed  issuance  of  Shares  and
                  Warrants to the holders of the Special  Warrants on the deemed
                  exercise of the Special Warrants, the proposed issuance of the
                  Agents' Warrants to holders of the Agents' Special Warrants on
                  the deemed exercise of the Agents' Special  Warrants,  and the
                  proposed  issuance of Corporate  Finance  Shares on the deemed
                  exercise of the Corporate Finance Special Warrants,





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                                       -3-

         (w)      "Eligibility Date" means the date on which the Issuer receives
                  confirmation of filing of its AIF from the Alberta  Commission
                  and is in a  position  to  deliver a  certificate  in the form
                  contemplated  by the Alberta AIF Rules to the Agent,  upon the
                  distribution  of the Shares and  Warrants  which  underlie the
                  Special Warrants;
         (x)      "Exchange" means the Canadian Venture Exchange;
         (y)      "Exemptions"   means  the   exemptions   from  the  prospectus
                  requirements  under  section  74(2)(4)  of the  B.C.  Act  and
                  sections 107(l)(d) of the Alberta Act;
         (z)      "Filing   Deadline"  means  the  date  the  Private  Placement
                  documentation  is required to be filed with the  Exchange,  or
                  any extension thereof;
         (aa)     "Final  Closing"  means the last  closing  under  the  Private
                  Placement;
         (bb)     "First  Closing"  means the  first closing  under the  Private
                  Placement;
         (cc)     "Lead Agent" means Canaccord Capital Corporation;
         (dd)     "Material  Change" has the meaning  defined in the  Applicable
                  Legislation;
         (ee)     "Material  Fact" has the  meaning  defined  in the  Applicable
                  Legislation;
         (ff)     "Private Placement' means the offering of the Special Warrants
                  on the terms and conditions of this Agreement;
         (gg)     "Purchasers" means the purchasers of Special Warrants pursuant
                  to the Private Placement;
         (hh)     "Qualifying  Issuer"  has  the  meaning  defined  in the  B.C.
                  Blanket Order and the Alberta AIF Rules;
         (ii)     "Regulation  S"  means  Regulation  S  promulgated  under  the
                  Securities Act of 1933 (United States), as amended;
         (jj)     "Regulatory   Authorities"   means  the  Commissions  and  the
                  Exchange;
         (kk)     "Release Date" means:
                  (i)    if the Purchaser is resident in British Columbia,  that
                         day which falls four months from the Closing;
                  (ii)   if  the   Purchaser   is  resident   in  Alberta,   the
                         Eligibility  Date  or,  if  the Eligibility   Date  has
                         occurred  before  that day which falls four months from
                         the Closing,  that day which falls four months from the
                         Closing;
         (ll)     "Securities'  means the  Special  Warrants,  the  Shares,  the
                  Warrants,  the Warrant Shares,  the Agents' Special  Warrants,
                  the  Agents'  Warrants,   the  Agents'  Warrant  Shares,   the
                  Corporate  Finance Special Warrants and the Corporate  Finance
                  Shares;
         (mm)     "Shares"  means the previously  unissued  common shares in the
                  capital of the Issuer, as presently constituted, which will be
                  issued  upon the  exercise  or deemed  exercise of the Special
                  Warrants;
         (nn)     "Special Warrants" means the special warrants of the Issuer to
                  be offered by the Issuer pursuant to this Agreement having the
                  terms  provided  in  this   Agreement  and  the   certificates
                  representing  such special  warrants  and the Special  Warrant
                  Indenture;



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         (oo)     "Special  Warrant  Indenture"  means an indenture  between the
                  Trustee and the Issuer  providing  for the issuance of Special
                  Warrants, satisfactory in form and substance to the Agents;
         (pp)     "Trustee' means Pacific Corporate Trust Company;
         (qq)     "Warrants"  means the share  purchase  warrants  of the Issuer
                  which will be issued upon the  exercise or deemed  exercise of
                  the Special Warrants and which have the terms provided in this
                  Agreement  and  the  certificates   representing   such  share
                  purchase warrants;
         (rr)     "Warrant Indenture" means an indenture between the Trustee and
                  the Issuer providing for the issuance of Warrants,
                  satisfactory in form and substance to the Agents; and
         (ss)     "Warrant  Shares" means the previously  unissued common shares
                  in the capital of the Issuer, as presently constituted,  which
                  will be issued upon the exercise of the Warrants.

2.       APPOINTMENT OF AGENTS

The Issuer  appoints the Agents as its exclusive agent and the Agents accept the
appointment and agree to act as the exclusive  agents of the Issuer to use their
commercially  reasonable  efforts to find and introduce to the Issuer  potential
purchasers to purchase up to 1,495,000 Special Warrants, at a price of $3.75 per
Special Warrant, by way of private placement under the Exemptions.

2.2 The rights and obligations of the Agents under this Agreement, including but
not limited to the right and  obligation  to offer the Special  Warrants and the
entitlement  to the Agents' Fee, will be several (as  distinguished  from joint)
rights and obligations for each Agent.

2.3 Except as otherwise specifically provided in this Agreement,  the rights and
obligations of the Agents will be divided in the proportions in which the Agents
participate in the Private Placement.

2.4      The Agents will participate in the Private Placement as follows:

         Canaccord Capital Corporation               739,000 Special Warrants

         Research Capital Corporation                426,000 Special Warrants

         Haywood Securities Inc.                     330,000 Special Warrants

2.5 This  Agreement  will be  construed in relation to each Agent as if separate
agreements had been made between the Issuer and each Agent.

3.       SPECIAL WARRANTS

3.1      The Special Warrants will be issued and registered in the names of the
Purchasers or their nominees.

3.2 Each  Special  Warrant  will entitle the holder to acquire one Share and one
half of one Warrant, without further payment, on the exercise or deemed exercise
of the Special Warrant.

3.3 Each  Special  Warrant may be exercised by the holder in whole or in part at
any time  after the  Closing  on which  the  Special  Warrant  was  issued.  All
unexercised Special Warrants will be deemed to be exercised on that day which is
the earlier of:
         (a)      330 days from the Closing on which such Special Warrants were
                  issued; and



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         (b)      the fifth business day after the Release Date.

3.5 Upon exercise or deemed exercise, the Special Warrants will be automatically
cancelled and will have no further force or effect.

3.6      The Special Warrants will be non-transferable.

3.7 The Special Warrant Indenture will contain,  among other things,  provisions
for the  appropriate  adjustment  in the class and number of Shares and Warrants
and the exercise  price of Warrants  issued upon exercise or deemed  exercise of
the Special  Warrants  upon the  occurrence  of certain  events,  including  any
subdivision,  consolidation or  reclassification  of the Issuer's common shares,
the payment of stock dividends and the amalgamation of the Issuer.

3.8 The issuance of the Special Warrants will not restrict or prevent the Issuer
from obtaining any other  financing,  or from issuing  additional  securities or
rights prior to the deemed exercise of the Special Warrants.

4.       WARRANTS

4.1      The Warrants will be issued under the Warrant Indenture and registered
in the name of the Purchasers or their nominees.

4.2 The right to purchase a Warrant  Share under a Warrant may be  exercised  at
any time until the close of business on the day which is 12 months from the date
of issue of the  Special  Warrant  under  which such  Warrant  was issued to the
holder.

4.3      One whole Warrant will entitle the holder, on exercise, to purchase one
Warrant Share at a price of $4.25 per Warrant Share.

4.4      The Warrants will be non-transferable.

4.5 The Warrant Indenture will, among other things,  include  provisions for the
appropriate  adjustment  in the class,  number and price of the  Warrant  Shares
issued upon  exercise of the Warrants  upon the  occurrence  of certain  events,
including any  subdivision,  consolidation or  reclassification  of the Issuer's
common  shares,  the  payment of stock  dividends  and the  amalgamation  of the
Issuer.

4.6 The issue of the  Warrants  will not  restrict  or prevent  the Issuer  from
obtaining any other financing,  or from issuing additional securities or rights,
during the period within which the Warrants may be exercised.

5.       AGENTS' FEE

5.1 In  consideration  of  the  services  performed  by the  Agents  under  this
Agreement, the Issuer agrees to pay to the Agents on each Closing an Agents' Fee
consisting of:
         (a)      a cash payment equal to 8% of the gross  proceeds  received by
                  the  Issuer  from the  sale of the  Special  Warrants  on such
                  Closing (the "Cash Payment"); and
         (b)      that number of Agents' Special Warrants which is equal to 10%
                  of the number of Special Warrants sold on such Closing.
5.2      The gross Cash Payment will be distributed amongst the Agents as
follows:
         (a)      6% of the gross Cash Payment will be paid to the Lead Agent;




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         (b)      the  remainder  of the  gross  Cash  Payment  will be  divided
                  amongst  the  Agents in the  proportions  in which the  Agents
                  participate in the Private Placement.

5.3 The Agents' Special  Warrants will have the same terms and conditions as the
Special  Warrants  except that  instead of  entitling  the holder to acquire one
Share and one half of a Warrant,  each Agents'  Special Warrant will entitle the
holder to acquire one Agents' Warrant,  without further payment, on the exercise
or deemed  exercise  of an  Agents'  Special  Warrant  and the  Agents'  Special
Warrants  will be  registered  in the name of the Agents or such other  party or
parties as the Agents may reasonably request.

5.4      The Agents' Warrants will have the same terms and conditions as the
Warrants, except that:
         (a)      the Agents' Warrants will be non-transferable except as
                  permitted by the B.C. Act and any order granted by the
                  Commissions;
         (b)      the Agents' Warrants will entitle the Agents, on exercise, to
                  purchase one Agents' Warrant Share at a price of $3.75
                  per Warrant Share; and
         (c)      the  Agents'  Warrants  and  Agents'  Warrant  Shares  will be
                  registered  in the name of the Agents or such  other  party or
                  parties as the Agents may reasonably request.

5.5      The Issuer agrees not to place a U.S. securities law restrictive legend
on the certificates representing the Agents' Special Warrants, the Agents'
Warrants or the Agents' Warrant Shares.

5.6 The Issuer will also pay the Lead Agent,  on completion or  cancellation  of
the Private Placement,  the Administration Fee, in an amount to be determined by
the Lead Agent not exceeding $7,000, in the aggregate,  plus G.S.T. for the Lead
Agent's services.

5.7 In  connection  with the  Private  Placement,  the  Issuer  agrees  to issue
Corporate  Finance Special  Warrants  convertible at no cost to 25,000 Corporate
Finance Shares to the Lead Agent on the Final Closing.

6.       OFFERING RESTRICTIONS

6.1 The Agents  will only sell the Special  Warrants  to persons  who  represent
themselves as being persons:
         (a)      purchasing as principal or persons who are deemed by law or
                  discretionary order to be purchasing as principal;
         (b)      qualified to purchase the Special Warrants, the Shares and the
                  Warrants under the Exemptions; and
         (c)      who are not U.S. Persons, or in the United States (which terms
                  herein shall have the meanings defined in Regulation S).

6.2 The Agents agree that at the time any buy order for the Special  Warrants is
placed by clients of the Agents, the buyer will be outside the United States, or
the Agents and all persons acting on their behalf will  reasonably  believe that
the buyer is outside  the United  States,  and neither the Agents nor any person
acting on their  behalf  will have  knowledge  that  such  transaction  has been
pre-arranged with a buyer in the United States.

6.3 Neither the Issuer, the Agents, nor any of their respective affiliates,  nor
any person acting on behalf of any of the  foregoing,  will offer or sell any of
the  Securities  to U.S.  Persons  or in the United  States,  or  undertake  any
activity  for the purpose of, or that could  reasonably  be expected to have the
effect of, conditioning the market for the Securities in the United States.

6.4 The Private Placement has not been and will not be advertised in any way.


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6.5 No selling or  promotional  expenses  will be paid or incurred in connection
Placement,  except for  professional  services or for  services  performed  by a
registered dealer.

7.       SUBSCRIPTIONS

The Agents will use their best efforts to obtain from each Purchaser  introduced
by the Agents,  and deliver to the Issuer, on or before the Filing Deadline duly
completed  and signed  subscriptions  in the form attached as Schedule "A" or in
such other form  consented  to by the Issuer and the Agents and  executed by the
Purchaser.

8.       FILINGS WITH THE REGULATORY AUTHORITIES

8.1 The Issuer will forthwith  give to the Exchange  written notice of the terms
of this Agreement and the proposed Private  Placement and all other  information
required by the CDNX Policies (the "Notice").

8.2 The Issuer will forthwith provide the Agents and their solicitor with a copy
of the Notice,  and,  forthwith on receipt,  a copy of the preliminary and final
letters of acceptance of the Notice from the Exchange.

8.3 The Issuer will file all required  documents,  pay all required  filing fees
and undertake any other actions required by the CDNX Policies in order to obtain
the approval of the Exchange to the Private Placement.

8.4 Within 10 days of each Closing of the Private Placement, the Issuer will:
         (a)      file with the Commissions any report required to be filed by
                  the Applicable Legislation in connection with the
                  Private Placement, in the required form; and
         (b)      provide the Agents' solicitor with copies of the report or
                  reports.

9.       CLOSINGS

9.1      In this Section:
         (a)      "Certificates" means the certificates representing the Special
                  Warrants  sold  and  the  Agents  Special   Warrants  and  the
                  Corporate  Finance Special  Warrants to be issued on a Closing
                  in the names and  denominations  reasonably  requested  by the
                  Agents or the Purchasers, as the case may be; and
         (b)      "Proceeds" means the gross proceeds of the sale of Special
                  Warrants on a Closing, less:
                  (i)      the Cash Payment;
                  (ii)     the Administration Fee;
                  (iii)    the reasonable expenses of the Agents in connection
                           with the Private Placement which have not been paid
                           by the Issuer;
                  (iv)     any  amount  which has been  attached  by  garnishing
                           order or other form of attachment; and
                  (v)      any amount paid  directly to the Issuer by purchasers
                           in connection with the Private Placement.




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                                       -8-

9.2 The  Issuer and the  Agents  will cause the  Closing to take place in one or
more  closings  however,  the Final Closing will occur within five business days
after the date of the final letter of acceptance of the Exchange for the Private
Placement or such longer period as is agreed to by the Issuer and the Agents.

9.3 The Issuer will, on each Closing,  issue and deliver the Certificates to the
Agents, or at the Agents' request, to the Purchasers, against payment of:
         (a)      40% of the Proceeds (the  "Escrowed  Funds") to the Trustee to
                  be held in accordance with the Special  Warrant  Indenture and
                  the  Trustee  shall  pay the  same  and any  interest  accrued
                  thereon to the Issuer on the earlier of the  Eligibility  Date
                  or 12 months from Closing; and
         (b)      the balance of the Proceeds to the Issuer.

9.4 If the Issuer  has  satisfied  all of its  material  obligations  under this
Agreement,  the Agents will, on each Closing, pay the Proceeds to the Issuer and
the Trustee, as appropriate, against delivery of the Certificates.

9.5 The Issuer will endorse the Certificates,  and the certificates representing
any Shares, Warrants,  Warrant Shares, Agents' Warrants,  Agents' Warrant Shares
and Corporate Finance Shares issued prior to the earlier of the Release Date and
the expiry of the hold period prescribed by the Applicable  Legislation,  with a
statement that:
         (a)      the securities represented by the certificate are subject to a
                  hold  period  and may not be traded  in  British  Columbia  or
                  Alberta  until  the  expiry  of  the  hold  period  except  as
                  permitted by the Applicable Legislation; and
         (b)      specifies the date the hold period expires, being as follows:
                  (i)  in British Columbia, being four months from each Closing;
                  and
                  (ii) in Alberta,  12 months  from each  Closing for the Shares
                  and  Warrant  Shares and 18 months  from each  Closing for the
                  Special  Warrants and Warrants or, if the Eligibility Date has
                  occurred prior to the exercise of the Special  Warrants,  four
                  months from each Closing.

10. CONDITIONS OF CLOSINGS

10.1     The obligations of the Agents on each Closing will be conditional upon
the following:
         (a)      on each  Closing the Issuer will have  delivered to the Agents
                  and their  solicitor  a  favourable  opinion  of the  Issuer's
                  solicitor  dated  as of the  date of such  Closing,  in a form
                  acceptable  to the Agents and their  solicitor as to all legal
                  matters  reasonably  requested  by the Agents  relating to the
                  business of the Issuer and the creation,  issuance and sale of
                  the Securities;
         (b)      on each Closing,  the Issuer will have delivered to the Agents
                  and their  solicitor  such  certificates  of its  officers and
                  experts  who  may  have  assisted  in the  preparation  of the
                  Offering  Memorandum,  if any,  comfort letters or opinions of
                  its  auditors,  and other  documents  relating  to the Private
                  Placement  or the affairs of the Issuer as the Agents or their
                  solicitor may reasonably request; and
         (c)      each  representation  and  warranty  of the  Issuer  which  is
                  contained  in this  Agreement  continues  to be true,  and the
                  Issuer has  performed or complied  with all of its  covenants,
                  agreements and obligations under this Agreement.




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10.2     Each Closing and the obligations of the Issuer and the Agents to
complete the issue and sale of the Securities are subject to:
         (a)      receipt of all required regulatory approval for or acceptance
                  of the Private Placement; and
         (b)      the removal or partial  revocation  of any cease trading order
                  or trading  suspension made by any competent  authority to the
                  extent necessary to complete the Private Placement.

11.      MATERIAL CHANGES

The Issuer  agrees  that if,  between the date of this  Agreement  and five days
after the  Release  Date,  a Material  Change,  or a change in a  Material  Fact
occurs, the Issuer will:
         (a)      as soon as practicable  notify the Agents in writing,  setting
                  forth the particulars of such change;
         (b)      as soon as  practicable,  issue and file  with the  Regulatory
                  Authorities  a press  release that is  authorized  by a senior
                  officer disclosing the nature and substance of the change;
         (c)      as soon as practicable  file with the  Commissions  the report
                  required by the applicable  securities  legislation and in any
                  event no later than 10 days after the date on which the change
                  occurs;
         (d)      provide  copies of that press release,  when issued,  and that
                  report, when filed, to the Agents and their solicitor;
         (e)      amend the Prospectus,  if any, to reflect the change, provided
                  it has first  obtained  the approval of the Agents to the form
                  and  substance  of  the  amendment,  such  approval  not to be
                  unreasonably  withheld, and
         (f)      if an amendment is prepared to the  Prospectus,  if any,  file
                  such  amendment  with  each  of the  Commissions  in the  time
                  limited by the Applicable Legislation,  and provide the Agents
                  without  charge  with  as  many  commercial   copies  of  such
                  amendment as it may reasonably require.

12.      ANNUAL INFORMATION FORM

12.1     The Issuer has filed a Current AIF in British Columbia and therefore,
as long as the requirements of the B.C. Blanket Order are met, Purchasers who
are resident in British Columbia will have the shortened hold period provided in
the B.C. Policy.

12.2 The Issuer will use its best  efforts to fide an AIF in Alberta and to have
the  Eligibility  Date occur within 120 days  immediately  following the date of
Closing  and to  otherwise  comply with the Alberta AIF Rules in order to permit
Purchasers  who are  resident  in  Alberta  to have the  shortened  hold  period
provided therein.

12.3 In the event  that an AIF is filed in  Alberta,  the  Issuer  will promptly
notify the Agents of the receipt of the confirmation of filing its AIF issued by
the Alberta Commission and will provide the Agents with:

         (a)      a copy of the AIF which has been filed with the Alberta
                  Commission; and
         (b)      a copy of the certificate required by the Alberta AIF Rules.

12.4 If the  Eligibility  Date does not occur by the first business day 120 days
immediately following the Closing, then the Issuer will continue to use its best
efforts to have the Release Date for Securities held by Purchasers  resident in
Alberta occur prior to the date which is 330 days after the Closing.



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                                      -10-

13.      TERMINATION

13.1     The Agents may terminate their obligations under this Agreement by
notice in writing to the Issuer at any time before the Final Closing if;

         (a)      an adverse Material Change, or an adverse change in a Material
                  Fact relating to any of the Securities, occurs or is
                  announced by the Issuer;
         (b)      there is an event, accident, governmental law or regulation or
                  other  occurrence of any nature  which,  in the opinion of the
                  Agents,   seriously  affects  or  will  seriously  affect  the
                  financial  markets,  or  the  business  of the  Issuer  or its
                  subsidiaries,  if any, or the ability of the Agents to perform
                  its  obligations  under  this  Agreement,   or  a  Purchaser's
                  decision to purchase the Special Warrants;
         (c)      following a consideration of the history, business,  products,
                  property  or  affairs  of the  Issuer  or its  principals  and
                  promoters,  or of  the  state  of  the  financial  markets  in
                  general,   or  the  state  of  the  market  for  the  Issuer's
                  securities in particular,  the Agents determine, in their sole
                  discretion,  that it is not in the interest of the  Purchasers
                  to complete the purchase and sale of the Special Warrants,
         (d)      the Securities cannot, in the opinion of the Agents, be
                  marketed due to the state of the financial markets, or the
                  market for the Special Warrants in particular;
         (e)      an enquiry or  investigation  (whether  formal or informal) in
                  relation to the Issuer, or the Issuer's directors, officers or
                  promoters,  is  commenced  or  threatened  by  an  officer  or
                  official of any competent authority;
         (f)      any order to cease,  halt or  suspend  trading  (including  an
                  order  prohibiting  communications  with  persons  in order to
                  obtain  expressions  of  interest)  in the  securities  of the
                  Issuer prohibiting or restricting the Private Placement or the
                  Distribution is made by a competent  regulatory  authority and
                  that order is still in effect;
         (g)      the Issuer is in breach of any material term of this
                  Agreement; or
         (h)      the Agents determine that any of the representations or
                  warranties made by the Issuer in this Agreement is false or
                  has become false.

13.2 The Agents'  obligations  hereunder will terminate if the Exchange does not
issue its final letter of acceptance, subject only to usual post-Closing filings
with the Exchange, of the Private Placement within 90 days of the reference date
of this Agreement, unless otherwise agreed in writing by the Agents.

13.3 In addition to the other termination  rights of the Agents,  the Agents may
terminate   their   obligations   under  this  Agreement  with  respect  to  the
Distribution at anytime prior to the Release Date if:

         (a)      an adverse Material Change, or an adverse change in a Material
                  Fact relating to any of the Securities, occurs or is
                  announced by the Issuer,
         (b)      an enquiry or  investigation  (whether  formal or informal) in
                  relation to the Issuer, or the Issuer's directors, officers or
                  promoters,  is  commenced  or  threatened  by  an  officer  or
                  official of any competent authority,
         (c)      any order to cease  trading  (including  an order  prohibiting
                  communications  with persons in order to obtain expressions of
                  interest)  in  the  securities  of the  Issuer  is  made  by a
                  competent  regulatory  authority  and  that  order is still in
                  effect;
         (d)      the Issuer is in breach of any material term of this
                  Agreement; or



<PAGE>



                                      -11-

         (e)      the Agents determine that any of the representations or
                  warranties made by the Issuer in this Agreement is false or
                  has become false.

14.      WARRANTIES, REPRESENTATIONS AND COVENANTS

14.1     The Issuer warrants and represents to and covenants with the Agents
that:

         (a)      the  Issuer  and its  subsidiaries,  if  any,  are  valid  and
                  subsisting corporations duly incorporated and in good standing
                  under  the  laws  of  the   jurisdiction  in  which  they  are
                  incorporated, continued or amalgamated;
         (b)      the Issuer and its  subsidiaries,  if any, are duly registered
                  and  licenced  to carry on business  in the  jurisdictions  in
                  which they carry on business or own property where so required
                  by the laws of that jurisdiction;
         (c)      the authorized and issued capital of the Issuer are as dis-
                  closed to the Exchange and the outstanding shares of the
                  Issuer are fully paid and non-assessable;
         (d)      the Issuer will reserve or set aside sufficient  shares in its
                  treasury to issue the Shares,  the Warrant Shares, the Agent's
                  Warrant  Shares and the Corporate  Finance Shares and all such
                  shares  will be duly and  validly  issued  as  fully  paid and
                  non-assessable;
         (e)      except as qualified  by the  disclosure  in all  prospectuses,
                  filing statements,  annual  information  forms,  including the
                  Issuer's  Current  AIF,  and  press  releases  filed  with the
                  Commissions or the Exchange,  or the Offering  Memorandum,  if
                  any, (the  "Disclosure  Record") the Issuer is the  beneficial
                  owner of the properties,  business and assets or the interests
                  in the  properties,  business  or  assets  referred  to in the
                  Disclosure Record, all agreements by which the Issuer holds an
                  interest  in a  property,  business  or  assets  are  in  good
                  standing  according to their terms and the  properties  are in
                  good standing under the applicable  laws of the  jurisdictions
                  in which they are situated;
         (f)      the Disclosure Record, subscription form and all other written
                  or oral  representations  made by the Issuer to a Purchaser or
                  potential  Purchaser in connection with the Private  Placement
                  will be accurate  in all  material  respects  and will omit no
                  fact,  the  omission  of which will make such  representations
                  misleading or incorrect;
         (g)      the financial statements contained in the Offering Memorandum,
                  if any,  filed with the  Commissions or supplied by the Issuer
                  to the Agents in connection  with the Private  Placement  have
                  been prepared in accordance with Canadian  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  date  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;
         (h)      the  Issuer  has  complied  and  will  comply  fully  with the
                  requirements  of all applicable  corporate and securities laws
                  and administrative policies and directions, including, without
                  limitation,  the  Applicable  Legislation  in  relation to the
                  issue  and  trading  of its  securities  and  in  all  matters
                  relating to the Private Placement and the Distribution;
         (i)      there is not  presently,  and will not be until the closing of
                  the  Distribution,  any  Material  Change  or  change  in  any
                  Material  Fact  relating  to the Issuer  which has not been or
                  will not be fully disclosed to the Agents;
         (j)      the issue and sale of the  Securities  by the  Issuer  and the
                  Agents 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;



<PAGE>
                                      -12-

         (k)      neither the Issuer nor any of its  subsidiaries  is a party to
                  any  actions,  suits or  proceedings  which  could  materially
                  affect its business or financial condition, and to the best of
                  the Issuer's  knowledge no such actions,  suits or proceedings
                  are  contemplated  or  have  been  threatened  which  are  not
                  disclosed in the Disclosure Record;
         (l)      there  are  no  judgments  against  the  Issuer  or any of its
                  subsidiaries, if any, which are unsatisfied, nor are there any
                  consent  decrees or  injunctions to which the Issuer or any of
                  its subsidiaries, if any, is subject;
         (m)      this Agreement has been or will be by the First Closing,  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,  qualify the
                  Prospectus, if any, and undertake the Distribution and file an
                  AIF;
         (n)      the Issuer is an "exchange  issuer"  within the meaning of the
                  B.C.  Act and a  "reporting  issuer" in British  Columbia  and
                  Alberta  and is not in default of any of the  requirements  of
                  the  Applicable  Legislation  or  any  of  the  administrative
                  policies or notices of the Regulatory Authorities;
         (o)      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
                  and no  investigations  or  proceedings  for such purposes are
                  pending or threatened;
         (p)      the  Issuer   satisfies   and  will   satisfy  all   necessary
                  requirements  under the Exemptions in order to permit the sale
                  of the Special  Warrants to  Purchasers  who are  qualified to
                  purchase the Special  Warrants under the Exemptions,  pursuant
                  to this Private Placement;
         (q)      except as disclosed in the  Disclosure  Record or otherwise to
                  the Regulatory Authorities, no person has any right, agreement
                  or option,  present or future,  contingent or absolute, or any
                  right capable of becoming  such a right,  agreement or option,
                  for the  issue or  allotment  of any  unissued  shares  in the
                  capital  of the  Issuer or its  subsidiaries,  if any,  or any
                  other security  convertible  into or exchangeable for any such
                  shares, or to require the Issuer or its subsidiaries,  if any,
                  to purchase, redeem or otherwise acquire any of the issued and
                  outstanding shares in its capital;
         (r)      the  Issuer  and its  subsidiaries,  if any,  have  filed  all
                  federal,  provincial,  local and foreign tax returns which are
                  required to be filed,  or have requested  extensions  thereof,
                  and  have  paid all taxes  required to be paid by them and any
                  other assessment,  fine or penalty levied against them, to the
                  extent that any of the  foregoing is due and  payable,  except
                  for such assessments,  fines and penalties which are currently
                  being contested in good faith,
         (s)      the Issuer and its  subsidiaries,  if any, have established on
                  their books and records  reserves  which are  adequate for the
                  payment of all taxes not yet due and  payable and there are no
                  liens  for  taxes  on  the   assets  of  the   Issuer  or  its
                  subsidiaries,  if any, except for taxes not yet due, and there
                  are no audits of any of the tax  returns  of the Issuer or its
                  subsidiaries,   if  any,  which  are  known  by  the  Issuer's
                  management  to be pending,  and there are no claims which have
                  been or may be asserted relating to any such returns which, if
                  determined  adversely,  would  result in the  assertion by any
                  governmental  agency  of any  deficiency  which  would  have a
                  material adverse effect on the properties,  business or assets
                  of the Issuer or its subsidiaries, if any;
         (t)      the  Issuer  owns  or  possesses  adequate  rights  to use all
                  material  patents,  trademarks,  service  marks,  trade names,
                  copyrights, trade secrets, information, proprietary rights and
                  other intellectual  property necessary for the business of the
                  Issuer now conducted and proposed to be conducted, without any
                  conflict  with or  infringement  of the rights of others.  The
                  Issuer has received no communication  alleging that the Issuer
                  has violated or, by conducting its business as proposed, would
                  violate any of the patents,  trademarks,  service marks, trade
                  names,
<PAGE>



                                      -13-

                  copyrights or trade secrets or other proprietary rights of any
                  other person or entity.  Neither the  execution or delivery of
                  this  Agreement  nor the  carrying  on of the  business of the
                  Issuer by the employees of the Issuer,  nor the conduct of the
                  business  of the  Issuer  will  conflict  with or  result in a
                  breach  of  the  terms,   conditions,   or  provisions  of  or
                  constitute  a  default  under,   any  contract,   covenant  or
                  instrument under which any of such employees is now obligated,
         (u)      other than the Agents, 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 transactions described herein;
         (v)      the certifications in Appendix I are true and correct and will
                  be true and correct as of the date of the Closing;
         (w)      the Issuer is, and will be at Closing,  a  Qualifying  Issuer;
                  and
         (v)      the  warranties and  representations  in this Section are true
                  and  correct  and will  remain so as of the Final  Closing and
                  upon the completion of the Distribution.

14.2     The Agents warrant and represent to the Issuer that each of the Agents:

         (a)      is a valid  and  subsisting  corporation  under the law of the
                  jurisdiction in which it was incorporated;

         (b)      is a broker registered under the Applicable Legislation;

         (c)      is a member in good standing of the Exchange; and

         (d)      will  sell  the  Special   Warrants  in  compliance  with  the
                  Applicable Legislation.

15. EXPENSES, OF AGENTS

15.1 The Issuer will pay all of the  expenses of the Private  Placement, the AIF
and the Distribution and all the expenses  reasonably  incurred by the Agents in
connection with the Private Placement,  the AIF and the Distribution  including,
without  limitation,  the reasonable  fees and expenses of the solicitor for the
Agents.

15.2 The Issuer will pay the  expenses  referred to in the  previous  Subsection
even if the  transactions  contemplated  by this  Agreement are not completed or
this Agreement is terminated,  unless the failure of acceptance or completion or
the termination is the result of a breach of this Agreement by the Agents.

15.3 The Agents may,  from time to time,  render  accounts  for its  expenses in
connection  with the  Private  Placement,  the AIF and the  Distribution  to the
Issuer for payment on or before the dates set out in the accounts.

15.4 The Issuer  authorizes  the Agents to deduct their  reasonable  expenses in
connection with the Private Placement from the proceeds of the Private Placement
and any advance  payments  made by the Issuer,  including  expenses for which an
account has not yet been rendered.

16.      GARNISHING ORDERS

16.1 If at any time, up to and including the Final Closing, the Agents receive a
garnishing  order or other form of attachment  purporting to attach or garnish a
part or all of the sale price of any of the Securities,  the Agents will be free
to pay the amount purportedly attached or garnished into court.




<PAGE>



                                      -14-

16.2 Any payment by the Agents into court pursuant to a garnishing order will be
deemed to have been received by the Issuer as payment by the Agents  against the
sale price of the  Securities  to the extent of the amount paid,  and the Issuer
will be bound to issue and deliver the Securities  proportionately to the amount
paid by the Agents.

16.3 The Agents will not be bound to ascertain  the  validity of any  garnishing
order or  attachment,  or whether  in fact it  attaches  any moneys  held by the
Agents,  and the Agents  will be free to act with  impunity  in  replying to any
garnishing order or attachment.

16.4 The Issuer will release,  indemnify and save harmless the Agents in respect
of all damages, costs, expenses or liability arising from any acts of the Agents
under this Section.

17.      INDEMNITY

17.1 The  Issuer  will  indemnify  the Agents  and each of the  Agents'  agents,
directors,  officers and employees  (individually,  an  "Indemnified  Party" and
collectively,  the  "Indemnified  Parties") and save them  harmless  against all
losses, claims, damages or liabilities:

         (a)      existing  by reason of an untrue  statement  contained  in the
                  Disclosure Record,  subscription agreement or other written or
                  oral  representation  made by the  Issuer  to a  Purchaser  or
                  potential  Purchaser in connection with the Private Placement,
                  or in the  Prospectus  or in the AIF or other  written or oral
                  representation  made by the  Issuer  in  connection  with  the
                  Distribution,  or by reason of the  omission to state any fact
                  necessary  to make  such  statements  or  representations  not
                  misleading (except for information and statements  supplied by
                  and relating solely to the Agent);
         (b)      arising  directly or  indirectly  out of any order made by any
                  regulatory  authority,  based upon an allegation that any such
                  untrue  statement,  representation  or omission exists (except
                  information and statements  supplied by and relating solely to
                  the  Agent),  that  trading in or  distribution  of any of the
                  Securities is to cease;
         (c)      resulting  from  the  failure  by the  Issuer  to  obtain  the
                  requisite  regulatory  approval  to the Private  Placement  or
                  confirmation  of filing the AIF  unless the  failure to obtain
                  such  approval is the result of a breach of this  Agreement by
                  the Agents;
         (d)      resulting  from any failure by the Issuer to file the Offering
                  Memorandum,  if required  by the  Applicable  Legislation,  or
                  Prospectus, or an amendment or supplement to either of them;
         (e)      resulting from the breach by the Issuer of any of the terms of
                  this Agreement;
         (f)      resulting  from any  representation  or  warranty  made by the
                  Issuer herein not being true or ceasing to be true;
         (g)      if the  Issuer  fails to issue and  deliver  the  certificates
                  representing  the  Securities  in the form  and  denominations
                  satisfactory  to the Agents at the time and place  required by
                  the Agents  with the result that any  completion  of a sale of
                  the Securities does not take place; or
         (h)      if,  following  the  completion  of  a  sale  of  any  of  the
                  Securities, a determination is made by any competent authority
                  setting aside the sale, unless that  determination  arises out
                  of an act or omission by the Agents.

17.2 If any action or claim is brought  against an Indemnified  Party in respect
of which indemnity may be sought from the Issuer pursuant to this Agreement, the
Indemnified Party will promptly notify the Issuer in writing.



<PAGE>



                                      -15-

17.3 The Issuer will assume the  defence of the action or claim,  including  the
employment of counsel and the payment of all expenses.

17.4 The Indemnified Party will have the right to employ separate  counsel,  and
the Issuer will pay the reasonable fees and expenses of such counsel.

17.5 The indemnity provided for in this Section will not be limited or otherwise
affected by any other indemnity obtained by the Indemnified Party from any other
person in respect of any matters  specified in this  Agreement and will continue
in full force and effect until all possible liability of the Indemnified Parties
arising  out of  the  transactions  contemplated  by  this  Agreement  has  been
extinguished by the operation of law.

17.6 If  indemnification  under this Agreement is found in a final judgment (not
subject  to  further  appeal)  by a court of  competent  jurisdiction  not to be
available for reason of public policy,  the Issuer and- the Indemnified  Parties
will  contribute to the losses,  claims,  damages,  liabilities  or expenses (or
actions in respect thereof) for which such  indemnification  is held unavailable
in such  proportion as is  appropriate  to reflect the relative  benefits to and
fault of the Issuer,  on the one hand, and the Indemnified  Parties on the other
hand, in connection with the matter giving rise to such losses, claims, damages,
liabilities or expenses (or actions in respect thereof).  No person found liable
for a fraudulent  misrepresentation (within the meaning of applicable securities
laws) will be entitled to  contribution  from any person who is not found liable
for such fraudulent misrepresentation.

17.7 To the extent that any Indemnified  Party is not a party to this Agreement,
the Agents will  obtain and hold the right and benefit of this  section in trust
for and on behalf of such Indemnified Party.

18.      ASSIGNMENT AND SELLING GROUP PARTICIPATION

18.1 The Agents will not assign this  Agreement  or any of its rights under this
Agreement or, with respect to the  Securities,  enter in to any agreement in the
nature  of an  option  or a  sub-option  unless  and  until,  for each  intended
transaction,  the  Agents  have  obtained  the  consent of the  Issuer,  and any
required notice has been given to and accepted by the Regulatory Authorities.

18.2 The Agents may offer  selling group  participation  in the normal course of
the brokerage business to selling groups of other licensed dealers,  brokers and
investments dealers, who may or who may not be offered part of the Agents' Fee.

19.      NOTICE

19.1 Any  notice  under  this  Agreement  will be given in  writing  and must be
delivered,  sent by  facsimile  transmission  or  mailed  by  prepaid  post  and
addressed to the party to which  notice is to be given at the address  indicated
above, or at another address designated by the party in writing.

19.2 If notice is sent by facsimile  transmission  or is  delivered,  it will be
deemed to have been given at the time of transmission or delivery.

19.3     If notice is mailed, it will be deemed to have been received 48 hours
following the date of mailing of the notice.

19.4 If there is an  interruption  in normal mail service due to strike,  labour
unrest or other cause at or prior to the time a notice is mailed the notice will
be sent by facsimile transmission or will be delivered.



<PAGE>



                                      -16-
20.      TIME

Time is of the essence of this  Agreement  and will be  calculated in accordance
with the provisions of the Interpretation Act (British Columbia).

21.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations, warranties, covenants and indemnities of the Issuer and the
Agents contained in this Agreement will survive the Final Closing.

22.      LANGUAGE

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

23.      ENUREMENT

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

24.      HEADINGS

The headings in this Agreement are for  convenience of reference only and do not
affect the interpretation of this Agreement.

25.      COUNTERPARTS

This Agreement may be executed in two or more  counterparts and may be delivered
by  facsimile  transmission,  each of which will be deemed to be an original and
all of which will  constitute one agreement,  effective as of the reference date
given above.



<PAGE>



                                      -17-

26.      LAW

This  Agreement  is  governed  by the law of British  Columbia,  and the parties
hereto  irrevocably  attorn  and  submit to the  jurisdiction  of the  courts of
British Columbia with respect to any dispute related to this Agreement.

This document was executed and delivered as of the date given above:

The common seal of                          )
SOFTCARE EC.COM INC.                        )
was hereunto affixed in the presence of:    )
                                            )
--------------------------------------------)
Authorized Signatory                        )        c/s
                                            )
--------------------------------------------)
Authorized Signatory                        )
                                            )
The common seal of                          )
CANACCORD CAPITAL CORPORATION               )
was hereunto affixed in the                 )
presence of:                                )
                                            )
--------------------------------------------)
Authorized Signatory                        )        c/s
                                            )
--------------------------------------------)
Authorized Signatory                        )
                                            )
The common seal of                          )
RESEARCH CAPITAL CORPORATION                )
was hereunto affixed in the                 )
presence of:                                )
                                            )
--------------------------------------------)
Authorized Signatory                        )        c/s
                                            )
--------------------------------------------)
Authorized Signatory                        )
                                            )
The common seal of                          )
HAYWOOD SECURITIES INC.                     )
was hereunto affixed in the                 )
presence of:                                )
                                            )
--------------------------------------------)
Authorized Signatory                        )        c/s
                                            )
--------------------------------------------)
Authorized Signatory                        )



<PAGE>



                      APPENDIX I - CERTIFICATION BY ISSUER
The Issuer certifies that:

         (a)      the distribution of Special Warrants to the Purchaser pursuant
                  to this  Private  Placement  will be made by the  Issuer  in a
                  security of its own issue;

         (b)      the Issuer is and will be at the Closing, a Qualifying Issuer;

         (c)      the  Issuer  has filed or prior to  Closing  will have filed a
                  Current AIF together with all supporting  documents as set out
                  in the B.C.  Policy  or its  Former  Policy  (as that  term is
                  defined in the B.C. Blanket Order);

         (d)      the  Issuer  has and will have  filed all  documents  that are
                  required   to  be  filed  under  the   continuous   disclosure
                  provisions  of the  B.C.  Act and the  B.C.  Rules,  including
                  annual and interim  financial  information and annual reports,
                  press releases disclosing material changes and material change
                  reports;

         (e)      the  Issuer  has not and  will  not  have  made a  substantial
                  transaction  (as that term is used in the B.C.  Policy)  since
                  its Current AIF, unless the Issuer has filed a material change
                  report in compliance  with section 5.14 of the B.C.  Policy or
                  an amended AIF in  compliance  with section 4.12 of the Former
                  Policy; and

         (f)      the Executive Director of the B.C.  Commission has not advised
                  the Issuer in writing that its securities are not eligible for
                  the  shorter  hold  period  provided  for in the B.C.  Blanket
                  Order.















<PAGE>
                                   SCHEDULE "A"
                                 SPECIAL WARRANT
                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

THIS AGREEMENT dated for reference March 3, 2000
BETWEEN
         -----------------------------------------------------------------------
         -----------------------------------------------------------------------
"Purchaser")

AND      SOFTCARE EC.COM INC., Suite 107 - 980 West 1st Street, North
         Vancouver, British Columbia, V7P 3N4
                                                                 (the "Issuer").

Subject and pursuant to the terms set out in Appendix III attached  hereto,  the
Purchaser hereby  irrevocably  subscribes for, and on Closing will purchase from
the Issuer the following securities at the following price:

                                    Special Warrants;
         ---------------------------

         $3.75 per Special Warrant for a total purchase price of $______________

NUMBER OF SECURITIES IN THE ISSUER HELD EITHER DIRECTLY OR INDIRECTLY:__________
The  Purchaser  hereby  directs  the Issuer to issue,  register  and deliver the
certificates representing the Special Warrants 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 _________, 2000.


WITNESS:

------------------------------         ------------------------------
Signature of Witness                   Signature of individual
                                       (if Purchaser is an individual)

------------------------------         ------------------------------
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)

------------------------------         ------------------------------
                                       Address of Purchaser
                                       (residence if an individual)
ACCEPTED this ________ day of ___,2000.

------------------------------

SOFTCARE EC.COM INC.
Per:

------------------------------
Authorized Signatory
<PAGE>



                                  APPENDIX I(A)

                   CERTIFICATION BY FOREIGN PORTFOLIO MANAGER

The undersigned is purchasing securities of Softcare EC.Com Inc. (the "Issuer").

The undersigned hereby certifies that:

         (a)      it is purchasing securities of the Issuer on behalf of managed
                  accounts   over  which  it  has  absolute   discretion  as  to
                  purchasing and selling, and in respect of which it receives no
                  instructions from any person  beneficially  interested in such
                  accounts or from any other person;

         (b)      it  carries  on  the  business  of  managing  the   investment
                  portfolios of clients through discretionary  authority granted
                  by   those   clients   (a   "portfolio    manager"   business)
                  in_________________________________  [jurisdiction], and it is
                  permitted by law to carry on a portfolio  manager  business in
                  that jurisdiction;

         (c)      it was not  created  solely or  primarily  for the  purpose of
                  purchasing securities of the Issuer;

         (d)      the total asset value of the investment  portfolios it manages
                  on behalf of clients is not less than $20,000,000 (Cdn);

         (e)      it does not believe, and has no reasonable grounds to believe,
                  that any resident of British Columbia 6i a beneficial interest
                  in any of the managed accounts for which it is purchasing; and

         (f)     the  Issuer  has  provided  it with a list  of the  directors,
                  senior  officers  and other  insiders of the  Issuer,  and the
                  persons that carry on investor  relations  activities  for the
                  Issuer  (which  list  is  attached  as  Schedule  'A" to  this
                  Appendix),  and it does  not  believe,  and has no  reasonable
                  grounds to believe, that any of those persons has a beneficial
                  interest  in any of  the  managed  accounts  for  which  it is
                  purchasing, except as follows:


                  --------------------------------------------------------------

                  --------------------------------------------------------------
                  (name of insider(s) or person(s) carrying on investor
                  relations activities for the Issuer that have a beneficial
                  interest in an account)

The undersigned  acknowledges  that it is bound by the provisions of the British
Columbia  Securities  Act  including,  without  limitation,  sections 87 and 111
concerning the filing of insider reports and reports of  acquisitions.  Dated at
__________________, this _____________day of ___________, 2000.


                                              -------------------------------
                                              Name of Purchaser - please print)


                                              -------------------------------
                                              Authorized Signature)


                                              -------------------------------
                                              Official Capacity - please print)


                                              ------------------------------
                                              please print name of individual
                                              whose    signature appears above,
                                              if different from  printed above.)


<PAGE>



                          SCHEDULE "A" TO APPENDIX I(A)

The following is a list of the directors,  senior officers and other insiders of
the Issuer and persons carrying on investor relations activities for the Issuer:

         Name                             Relation to Issuer

Martyn A. Armstrong                       President and Director

Gregg J. Sedun                            Director

Wayne D. Zielke                           Director

Randall M. Pierson                        Director

Douglas Sarkissian                        Secretary



<PAGE>



                                  APPENDIX I(B)

                       CORPORATE PLACEE REGISTRATION FORM
Where  subscribers  to a private  placement are not  individuals,  the following
information about the placee be provided.

This Form will remain on file with the Exchange,  therefore the  corporation  or
other entity (the  "Company")  need only file it once, and it will be referenced
for all subsequent  private  placements in which it participates.  If any of the
information  provided in this Form changes, the Company must notify the Exchange
prior to participating in further placements with Exchange listed companies.

     1.       Name of Company:


              ------------------------------------------------------------------

     2.       Address of Company's Head Office:


              ------------------------------------------------------------------


              ------------------------------------------------------------------

     3.       Jurisdiction of Incorporation:


              ------------------------------------------------------------------

     4.       (a)   If the Company will be purchasing securities as principal,
                    please check the box and include the names and
                    addresses of persons having a greater than 10% beneficial
                    interest in the Company:


              ------------------------------------------------------------------


     5.       The undersigned acknowledges that it is bound by the provisions of
              the British Columbia Securities Act including, without limitation,
              section 87 and 111 concerning the filing of insider  reports and
              reports of acquisitions.

     6.       For Companies which are B.C. reporting issuers:

              If the Company will be purchasing as a portfolio  manager,  please
              check the [ ] box and  complete  the  Additional  Undertaking  and
              Certification set out below.

Additional Undertaking and Certification - Portfolio Manager

If the undersigned is a portfolio manager  purchasing as agent for accounts that
are fully managed by it, the  undersigned  acknowledges  that it is bound by the
provisions of the Securities Act (British  Columbia) (the "Act"), and undertakes
to comply with all  provisions  of the Act relating to ownership of, and trading
in, securities including,  without limitation, the filing of insider reports and
reports pursuant to Section 111 of the Act.

If the undersigned  carries on business as a portfolio manager in a jurisdiction
outside of Canada, the undersigned certifies that:




<PAGE>



                                       -2-
         (a)      it is purchasing securities of the Issuer on behalf of managed
                  accounts   over  which  it  has  absolute   discretion  as  to
                  purchasing and selling, and in respect of which it receives no
                  instructions from any person  beneficially  interested in such
                  accounts or from any other person;
         (b)      it  carries  on  the  business  of  managing  the   investment
                  portfolios of clients through discretionary  authority granted
                  by   those   clients   (a   "portfolio    manager"   business)
                  in____________________________   [jurisdiction],   and  it  is
                  permitted by law to carry on a portfolio  manager  business in
                  that jurisdiction;
         (c)      it was not  created  solely or  primarily  for the  purpose of
                  purchasing securities of the Issuer;
         (d)      the total asset value of the investment  portfolios it manages
                  on behalf of clients is not less than $20,000,000;
         (e)      it does not believe, and has no reasonable grounds to believe,
                  that  any  resident  of  British  Columbia  has  a  beneficial
                  interest  in any of  the  managed  accounts  for  which  it is
                  purchasing; and
         (f)      it has no  reasonable  grounds  to  believe,  that  any of the
                  directors,  senior  officers and other insiders of the Issuer,
                  and the persons  that carry on investor  relations  activities
                  for the Issuer has a beneficial interest in any of the managed
                  accounts for which it is purchasing.

Dated at _____________________, this ______day of __________________, 2000.



                                             -------------------------------
                                             (Name of Purchaser - please print)


                                             -------------------------------
                                             (Authorized Signature)


                                             -------------------------------
                                             (Official Capacity - please print)


                                             -------------------------------
                                             (please print name of individual
                                             whose    signature appears above,
                                             if different from name of purchaser
                                             printed above.)


<PAGE>



                                 APPENDIX II(A)
This is the form required under section 135 of the Rules and, if applicable,  by
an order issued under section 76 of the Securities Act.

                                  FORM 20A (IP)
                                 Securities Act

                     Acknowledgement of Individual Purchaser

1.       I have agreed to purchase  from  Softcare  EC.Com Inc.  (the  "Issuer")
         _________________________Special  Warrants  (the  "Securities")  of the
         Issuer,  each Special Warrant is exchangeable at no additional cost for
         one common share (a "Share") and one half of one share purchase warrant
         (a "Warrant") of the Issuer.  One whole Warrant will entitle the holder
         to  purchase  an  additional  common  share of the Issuer at a price of
         $4.25 per share for a period of one year.  The Issuer will use its best
         efforts to file an annual  information  form in Alberta to qualify  the
         distribution of the Shares and the Warrants.

2.       I am  purchasing  the  Securities  as principal  and, on closing of the
         agreement of purchase and sale, I will be the  beneficial  owner of the
         Securities.

3.       I [circle one] have/have not received an offering memorandum describing
         the Issuer and the Securities.

4.       I acknowledge that:

         (a)      no securities  commission or similar regulatory  authority has
                  reviewed or passed on the merits of the Securities, AND

         (b)      there  is  no  government  or  other  insurance  covering  the
                  Securities, AND

         (c)      I may lose all of my investment, AND

         (d)      there are  restrictions on my ability to resell the Securities
                  and  it  is  my   responsibility   to  find  out  what   those
                  restrictions  are and to comply with them  before  selling the
                  Securities, AND

         (e)      I will not  receive a  prospectus  that the  British  Columbia
                  Securities Act (the "Act") would otherwise require be given to
                  me because  the Issuer has  advised me that it is relying on a
                  prospectus exemption, AND

         (f)      because I am not purchasing the Securities under a prospectus,
                  I will not have the civil  remedies  that would  otherwise  be
                  available to me, AND

         (g)      the Issuer has advised me that it is using an  exemption  from
                  the requirement to sell through a dealer  registered under the
                  Act, except purchases  referred to in paragraph 5(g), and as a
                  result I do not have the benefit of any protection  that might
                  have been available to me by having a dealer act on my behalf.

5.       I also acknowledge that: [circle one]

         (a)      I am purchasing  Securities that have an aggregate acquisition
                  cost of $97,000 or more, OR

         (b)      my net worth,  or my net worth  jointly  with my spouse at the
                  date of the agreement of purchase and sale of the security, is
                  not less than $400,000, OR



<PAGE>



                                       -2-

         (c)      my annual net income before tax is not less than  $75,000,  or
                  my annual net income  before tax jointly with my spouse is not
                  less than  $125,000,  in each of the two most recent  calendar
                  years,  and I  reasonably  expect to have  annual  net  income
                  before  tax of not less  than  $75,000  or annual  net  income
                  before tax jointly with my spouse of not less than $125,000 in
                  the current calendar year, OR

         (d)      I am registered under the Act, OR

         (e)      I am a spouse,  parent,  brother,  sister or child of a senior
                  officer or director of the Issuer,  or of an  affiliate of the
                  Issuer, OR

         (f)      I am a close  personal  friend of a senior officer or director
                  of the Issuer, or of an affiliate of the Issuer, OR

         (g)      I am purchasing  securities  under section  128(c)  ($25,000 -
                  registrant  required)  of the  Rules,  and I have  spoken to a
                  person        [Name        of        registered        person:
                  _________________________________(the   "Registered  Person")]
                  who has advised me that the Registered Person is registered to
                  trade or advise in the Securities and that the purchase of the
                  Securities is a suitable investment for me.

6.       If I am an individual  referred to in paragraph 5(b),  5(c), or 5(d), I
         acknowledge  that,  on the basis of  information  about the  Securities
         furnished by the Issuer,  I am able to evaluate the risks and merits of
         the Securities because: [circle one]

         (a) of my financial, business or investment experience, OR

         (b)  I  have   received   advice  from  a  person   [Name  of  adviser:
          __________________(the "Adviser")] who has advised me that the Adviser
          is:

                  (i)    registered to advise,  or exempted from the requirement
                         to  be  registered   to  advise,   in  respect  of  the
                         Securities, and

                  (ii)   not an insider of, or in a special  relationship  with,
                         the Issuer.

The statements made in this report are true.


DATED______________________________,2000



                                             -----------------------------------
                                             Signature of Purchaser



                                             -----------------------------------
                                             Name of Purchaser


                                             -----------------------------------


                                             -----------------------------------
                                             Address of Purchaser


<PAGE>



                                  APPENDIX III

1.       DEFINITIONS

1.1 In this Agreement,  which includes the cover page and all of the Appendices,
the following words have the following meanings unless otherwise indicated:

         (a)      "1933 Act' means the  Securities Act of 1933 (United States of
                  America), as amended;

         (b)      "Agency  Agreement"  means the agency  agreement  between  the
                  Agents and the Issuer dated for reference March 3, 2000;

         (c)      "Agents" means Canaccord Capital Corporation, Research Capital
                  Corporation  and  Haywood  Securities  Inc.  or one  of  their
                  sub-agents;

         (d)      "AIF"  has the  meaning  defined  in the B.C.  Policy  and the
                  Alberta AIF Rules;

         (e)      "Alberta Act" means the Securities Act,  (Alberta) S.A. 1981,
                  c. S-6. 1, as amended;

         (f)      "Alberta AT Rules" means Alberta  Securities  Commission  Rule
                  45-501 and Companion Policy 45-501 CP;

         (g)      "Alberta Commission" means the Alberta Securities Commission;

         (h)      "Applicable  Legislation"  means the B.C.  Act and the Alberta
                  Act  together  with  the   regulations   and  rules  made  and
                  promulgated   thereunder   and   all   administrative   policy
                  statements,  blanket  orders and rulings,  notices,  and other
                  administrative directions issued by the Commissions;

         (i)      "B.C.  Act"  means  the  Securities  Act,  (British  Columbia)
                  R.S.B.C. 1996, as amended,

         (j)      "B.C.  Blanket Order" means Blanket Order and Ruling #98/7, or
                  any successor instrument, issued by the B.C. Commission;

         (k)      "B. C.  Commission'  means  the  British  Columbia  Securities
                  Commission;

         (l)      "B.C.  Policy' means British Columbia's Local Policy Statement
                  3-27,  or  any  successor  instrument,   issued  by  the  B.C.
                  Commission;

         (m)      "B.C. Rules" means the rules made under the B.C. Act;

         (n)      "CDNX  Policies"  means the rules and policies of the Canadian
                  Venture Exchange;

         (o)      "Closing"  means the day  Special  Warrants  are issued to the
                  Purchaser;

         (p)      "Commissions'  means  the  B.C.  Commission  and  the  Alberta
                  Commission;

         (q)      "Current AIF has the meaning defined in the B.C. Policy;

         (r)      "Distribution"  means the  proposed  issuance  of  Shares  and
                  Warrants to the holders of the Special  Warrants on the deemed
                  exercise of the Special Warrants;

         (s)      "Eligibility Date' means the date on which the Issuer receives
                  confirmation  of filing of its AIF from the Alberta Commission
                  and is in a position to deliver a certificate in the form




<PAGE>



                  contemplated  by the Alberta AIF Rules to the Agent,  upon the
                  distribution  of the Shares and  Warrants  which  underlie the
                  Special Warrants;

         (t)      "Exchange" means the Canadian Venture Exchange;

         (u)      "Exemptions"   means  the   exemptions   from  the  prospectus
                  requirements  under  section  74(2)(4)  of the  B.C.  Act  and
                  section 107(l)(d) of the Alberta Act;

         (v)      "Filing   Deadline"  means  the  date  the  Private  Placement
                  documentation  is required to be filed with the  Exchange,  or
                  any extension thereof;

         (w)      "Final  Closing"  means the last  closing  under  the  Private
                  Placement;

         (x)      "Private Placement" means the offering of the Special Warrants
                  on the terms and conditions of the Agency Agreement;

         (y)      "Qualifying  Issuer"  has  the  meaning  defined  in the  B.C.
                  Blanket Order and the Alberta AI Rules;

         (z)      "Regulation S" means  Regulation S promulgated  under the 1933
                  Act;

         (aa)     "Regulatory   Authorities"   means  the  Commissions  and  the
                  Exchange;

         (bb)     "Release Date" means:

                  (i)      if the Purchaser is resident in British Columbia,
                  that day which falls four months from the Closing;

                  (ii) if the Purchaser is resident in Alberta,  the Eligibility
                  Date or, if the Eligibility  Date has occurred before that day
                  which falls four months from the Closing, that day which falls
                  four months from the Closing;

         (cc)     "Securities"  means the  Special  Warrants,  the  Shares,  the
                  Warrants and the Warrant Shares;

         (dd)     "Shares"  means the previously  unissued  common shares in the
                  capital of the Issuer, as presently constituted, which will be
                  issued  upon the  exercise  or deemed  exercise of the Special
                  Warrants;

         (ee)     "Special Warrants" means the special warrants of the Issuer to
                  be offered by the Issuer pursuant to the Private Placement and
                  which have the terms  provided  in this  Agreement  and in the
                  certificates   representing  such  special  warrants  and  the
                  Special Warrant Indenture,

         (ff)     "Special  Warrant  Indenture* means the indenture made between
                  the  Trustee  and the Issuer  providing  for the  issuance  of
                  Special  Warrants,  satisfactory  in form and substance to the
                  Agents;

         (gg)     "Trustee" means Pacific Corporate Trust Company;

         (hh)     "Warrants"  means the share  purchase  warrants of the Issuer,
                  which will be issued upon the  exercise or deemed  exercise of
                  the Special Warrants and which have the terms provided in this
                  Agreement  and  the  certificates   representing   such  share
                  purchase warrants and the Warrant Indenture;

         (ii)     "Warrant  Indenture"  means the  indenture  made  between the
                  Trustee and the Issuer providing for the issuance of Warrants,
                  satisfactory in form and substance to the Agents; and



<PAGE>



                                       -3-

         (jj)     "Warrant  Shares" means the previously  unissued common shares
                  in the capital of the Issuer, as presently constituted,  which
                  will be issued on exercise of the Warrants.

1.2 In this  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".

2. PURCHASE AND SALE OF SPECIAL WARRANTS

2.1 The Purchaser was  introduced to the Issuer by the Agents under the terms of
the Agency Agreement.

2.2 The Special Warrants will be issued under the Special Warrant  Indenture and
registered in the name of the purchasers or their nominees.

2.3 Each Special Warrant will on exercise or deemed exercise  entitle the holder
to acquire  one Share and one half of one  Warrant  without  further  payment or
action on the part of the holder.

2.4 The Special  Warrants  may be exercised by the holder in whole or in part at
any time after the Closing.  Any unexercised  Special Warrants will be deemed to
be exercised on that day which is the earlier of:

         (a)      330 days from the Closing on which such Special Warrants were
                  issued; and

         (b)      the fifth business day after the Release Date.

2.5 Upon exercise or deemed exercise, the Special Warrants will be automatically
cancelled and will have no further force or effect.

2.6 Subject to the Applicable  Legislation  and the CDNX  Policies,  the Special
Warrants will be non-transferable.

2.7 The Special Warrant Indenture will contain,  among other things,  provisions
for the  appropriate  adjustment  in the class  and  number  of the  Shares  and
Warrants  and the  exercise  price of Warrants  issued  upon  exercise or deemed
exercise  of the  Special  Warrants  upon  the  occurrence  of  certain  events,
including  any  subdivision,  consolidation  or  reclassification  of the common
shares of the Issuer, the payment of stock dividends and the amalgamation of the
Issuer.

2.8 The issue of the Special  Warrants  will not  restrict or prevent the Issuer
from obtaining any other  financing,  or from issuing  additional  securities or
rights prior to the deemed exercise of the Special Warrants.

2.9 The Issuer has filed a Current AIF in British Columbia and therefore,
as long as the requirements of the B.C. Blanket Order are met, the Purchaser, if
resident in British Columbia, will have the shortened hold period provided in
the B.C. Policy.

2.10 The Issuer will use its best  efforts to fide an AIF in Alberta and to have
the  Eligibility  Date occur within 120 days  immediately  following the date of
Closing  and to  otherwise  comply with the Alberta AIF Rules in order to permit
the  Purchaser,  if  resident  in  Alberta,  to have the  shortened  hold period
provided therein.

2.11 If the  Eligibility  Date does not occur  within  the 120 days  immediately
following the Closing,  the Issuer will continue to use its best efforts to have
the Release Date for  Securities  held by  Purchasers  resident in Alberta occur
prior to the date which is 330 days after the Closing.




<PAGE>



3.       WARRANTS

3.1 The Warrants will be issued under the Warrant  Indenture  and  registered in
the name of the purchasers or their nominees.

3.2 The right to purchase a Warrant  Share under a Warrant may be  exercised  at
any time until the dose of  business on the day which is 12 months from the date
of issue of the  Special  Warrant  under  which such  Warrant  was issued to the
holder.

3.3 One whole  Warrant  will entitle the holder,  on  exercise,  to purchase one
Warrant Share at a price of $4.25 per Warrant Share.

3.4 The Warrants will be non-transferable.

3.5 The certificates representing the Warrants will, among other things, include
provisions for the appropriate  adjustment in the class, number and price of the
Warrant  Shares  issued upon  exercise of the Warrants  upon the  occurrence  of
certain events, including any subdivision,  consolidation or reclassification of
the Issuer's common shares,  the payment of stock dividends and the amalgamation
of the Issuer.

3.6 The issue of the  Warrants  will not  restrict  or prevent  the Issuer  from
obtaining any other financing,  or from issuing additional securities or rights,
during the period within which the Warrants may be exercised.

4.       WARRANTIES AND DISCLAIMER

4.1 The Purchaser acknowledges,  represents,  warrants and covenants to and with
the Issuer that, as at the date given above and at the Closing:

         (a)      no   prospectus   has  been  filed  by  the  Issuer  with  the
                  Commissions  in  connection  with the  issuance of the Special
                  Warrants,   the  issuance  is  exempted  from  the  prospectus
                  requirements of the Applicable Legislation and that:

                  (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 him under the
                           Applicable Legislation; and

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

         (b)      the Purchaser, wherever resident, is:

                  (i)      purchasing  sufficient  Special  Warrants so that the
                           aggregate acquisition cost of the Special Warrants to
                           the Purchaser is not less than $97,000, the Purchaser
                           is  not  a  corporation,  partnership,  trust,  fund,
                           association,  or any other organized group of persons
                           created  solely,  or used  primarily,  to permit  the
                           purchase of the Special  Warrants  (or other  similar
                           purchases) by a group of individuals whose individual
                           share  of  the  aggregate  acquisition  cost  of  the
                           Special  Warrants  is  less  than  $97,000,  and the
                           Purchaser is either:



<PAGE>
                                       -5-

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

                           (B)      if not purchasing the Special Warrants as
                                    principal, is

                                    (I) duly   authorized  to  enter  into  this
                                        subscription    and   to   execute   all
                                        documentation  in  connection  with  the
                                        purchase  on behalf  of each  beneficial
                                        purchaser,  it being  acknowledged  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 Special Warrants
                                        for whom the  Purchaser  may be  acting;
                                        and is
                                        (a)    a   trust   company,    insurance
                                               company or financial  institution
                                               that  has been  authorized  to do
                                               business   under  the   Financial
                                               Institutions     Act     (British
                                               Columbia);
                                        (b)    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 B.C.
                                               Act  or  is   exempt   from  such
                                               registration;
                                        (c)    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;
                                        (d)    a portfolio manager registered or
                                               exempt  from  registration  under
                                               the   laws  of  a   province   or
                                               territory  of Canada  other  than
                                               British Columbia; or
                                        (e)    a   portfolio    manager   in   a
                                               jurisdiction  other  than  Canada
                                               and has  provided the Issuer with
                                               a  certification  as  set  out in
                                               Appendix I(A) or if a corporation
                                               Appendix I(B), the certifications
                                               made  therein  being  repeated to
                                               the Issuer and the Agents herein;

                                    and it is purchasing the Special Warrants as
                                    an agent or trustee for accounts that are My
                                    managed by it, and the aggregate acquisition
                                    cost of the Special  Warrants  purchased for
                                    all the  accounts  managed by it is not less
                                    than $97,000; or

                                    (II)    is  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
                                            Special  Warrants  and each of which
                                            principals  complies with Subsection
                                            4.1(b)(i) hereof;
         (c)      if resident in Alberta, the Purchaser is:
                  (i)      purchasing  sufficient Special Warrants such that the
                           aggregate acquisition cost of the Special Warrants to
                           the  Purchaser  is not  less  than  $97,000,  and the
                           Purchaser is:
                           (A)      an individual;

<PAGE>
                                       -6-

                           (B)      a  corporation,  syndicate,  partnership  or
                                    other  form of  unincorporated  organization
                                    which   pre-existed   the  offering  of  the
                                    Special Warrants and has a bona fide purpose
                                    other  than   investment   in  the   Special
                                    Warrants; or
                           (C)      a  corporation,  syndicate,  partnership  or
                                    other  form of  unincorporated  organization
                                    created  to  permit  an  investment  in  the
                                    Special Warrants, where the individual share
                                    of the aggregate  acquisition  cost for each
                                    participant is not less than $97,000;
AND
                  (ii)     the Purchaser is either
                           (A)     purchasing the Special  Warrants as principal
                                   and no  other  person,  corporation,  firm or
                                   other  organization  will  have a  beneficial
                                   interest in the Special Warrants; or
                           (B)     if not purchasing the Special Warrants as
                                   principal, is:
                                    (I)     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 Special  Warrants  for
                                            whom it may be acting; and is
                                            (a)      trading  for   accounts  My
                                                     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 Alberta
                                                     Act    or     the     rules
                                                     thereunder,  is required to
                                                     be    registered    as    a
                                                     portfolio manager; 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 Special Warrants and
                                                     each  of  which  principals
                                                     complies  with   Subsection
                                                     4.1(c)(i) hereof;
         (d)      to the best of the Purchaser's knowledge, the Special Warrants
                  were not advertised;
         (e)      no person has made to the Purchaser any written or oral
                  representations:
                  (i)     that  any  person  will  resell  or   repurchase   the
                          Securities;
                  (ii)    that any person will refund the purchase  price of the
                          Special Warrants;
                  (iii)   as to  the  future  price  or  value  of  any  of  the
                          Securities; or
                  (iv)    that the  Securities  will be listed  and  posted  for
                          trading on a stock  exchange or that  application  has
                          been made to list and post the  Securities for trading
                          on a stock exchange, other than the Exchange;
<PAGE>
         (f)      this  subscription  has not been solicited in any other manner
                  contrary to the Applicable Legislation or the 1933 Act;
         (g)      the  Purchaser  is not a  "control  person"  of the  Issuer as
                  defined  in the  Applicable  Legislation,  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;
         (h)      the  offer  was not made to the  Purchaser  when he was in the
                  United  States and at the time the  Purchaser's  buy order was
                  made to the  Agents,  the  Purchaser  was  outside  the United
                  States;
         (i)      the Purchaser is at arm's length (as that term is customarily
                  defined) with the Issuer;
         (j)      the Purchaser acknowledges that the Securities have not been
                  registered  under the 1933 Act and may not be  offered or sold
                  in the United States unless  registered under the 1933 Act and
                  the  securities  laws of all  applicable  states of the United
                  States or an exemption from such registration  requirements is
                  available,  and that the Issuer has no  obligation  or present
                  intention of filing a  registration  statement  under the 1933
                  Act in  respect  of the  Special  Warrants,  the Shares or the
                  Warrants;
         (k)      the Purchaser is not a U.S. Person;
         (l)      the  Purchaser  is not  and  will  not be  purchasing  Special
                  Warrants for the account or benefit of any U.S. Person;
         (m)      the Purchaser (or others for whom it is contracting hereunder)
                  has been  advised  to consult  its own legal and tax  advisors
                  with  respect  to  applicable  resale   restrictions  and  tax
                  considerations,  and it (or others for whom it is  contracting
                  hereunder)  is  solely   responsible   for   compliance   with
                  applicable resale restrictions and applicable tax legislation;
         (n)      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;
         (o)      the offer made by this subscription is irrevocable (subject to
                  the  Purchaser's  right to withdraw  his  subscription  and to
                  terminate his  obligations  as set out in this  Agreement) and
                  requires   acceptance  by  the  Issuer  and  approval  of  the
                  Exchange;
         (p)      the Purchaser has the legal  capacity and  competence to enter
                  into  and  execute  this  Agreement  and to take  all  actions
                  required   pursuant   hereto  and,  if  the   Purchaser  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 given to authorize  execution  of this  Agreement on
                  behalf of the Purchaser,
         (q)      the  entering  into of  this  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 part or by
                  which he is or may be bound,
         (r)      this  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;
         (s)      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

<PAGE>
                                       -8-

                  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;
         (t)      the  Purchaser,  and any  beneficial  purchaser  for  whom the
                  Purchaser   is  acting,   is  resident  in  the   province  or
                  jurisdiction set out on the cover page of this Agreement;
         (u)      the Purchaser is capable of assessing the proposed  investment
                  as a result of the  Purchaser's  financial  experience or as a
                  result of advice received from a registered  person other than
                  the Issuer or any affiliates thereof;
         (v)      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;
         (w)      the  Purchaser  acknowledges  that the Agents  will  receive a
                  commission  from the Issuer in  connection  with this  Private
                  Placement;
         (x)      the  Purchaser  acknowledges  that the offering of  securities
                  under this Private  Placement is  restricted  to purchasers in
                  Canada that are resident in British Columbia and Alberta only,
                  and in such  other  jurisdictions  outside  of Canada  and the
                  United States,  where such securities may be lawfully  offered
                  for sale; and
         (y)      the   Purchaser   agrees   that  the  above   representations,
                  warranties and covenants in this  subsection  will be true and
                  correct both as of the execution of this  subscription  and as
                  of the day of Closing.

4.2 The  foregoing  representations,  warranties  and  covenants are made by the
Purchaser  with the intent that they be relied upon by the Issuer and the Agents
in  determining  its  suitability  as a purchaser of Special  Warrants,  and the
Purchaser  hereby  agrees to  indemnify  the Issuer and the Agents  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  Purchaser  undertakes to
notify  the  Issuer   and  the   Agents   immediately   of  any  change  in  any
representation,  warranty or other  information  relating to the  Purchaser  set
forth herein which takes place prior to the Closing.

4.3 The Issuer  represents  and warrants that, as of the date given above and at
the Closing:

         (a)      the  Issuer  and its  subsidiaries,  if  any,  are  valid  and
                  subsisting corporations duly incorporated and in good standing
                  under  the  laws  of  the   jurisdiction  in  which  they  are
                  incorporated, continued or amalgamated,
         (b)      the Issuer and its  subsidiaries,  if any, are duly registered
                  and  licenced  to carry on business  in the  jurisdictions  in
                  which they carry on business or own  property  where  required
                  under the laws of that jurisdiction;
         (c)      the  authorized  and  issued  capital  of  the  Issuer  is  as
                  disclosed to the Exchange,  and the outstanding  shares of the
                  Issuer are fully paid and non-assessable;
         (d)      the Issuer will reserve or set aside sufficient  shares in its
                  treasury to issue the Shares on exercise or deemed exercise of
                  the Special Warrants and the Warrant Shares on exercise of the
                  Warrants  and such common  shares,  on receipt of full payment
                  therefor,  will be duly and  validly  issued as fully paid and
                  non-assessable;
<PAGE>
         (e)      except as qualified  by the  disclosure  in all  prospectuses,
                  filing statements,  annual  information  forms,  including the
                  Issuer's  Current AIF, and press releases filed with either of
                  the Regulatory Authorities or the Offering Memorandum, if any,
                  (the "Disclosure Record"),  the Issuer is the beneficial owner
                  of the properties, business and assets or the interests in the
                  properties,  business or assets  referred to in the Disclosure
                  Record,  all  agreements by which the Issuer holds an interest
                  in a  property,  business  or  assets  are  in  good  standing
                  according  to  their  terms,  and the  properties  are in good
                  standing under the  applicable  laws of the  jurisdictions  in
                  which they are situated;
         (f)      the Disclosure Record, subscription form and all other written
                  or oral representations made by the Issuer to the Purchaser in
                  connection with the Private  Placement is and will be accurate
                  in all material  respects and does and will omit no fact,  the
                  omission  of  which  does or will  make  such  representations
                  misleading or incorrect;
         (g)      the financial statements contained in the Offering Memorandum,
                  if any, or most recently filed with the Commissions  have been
                  prepared  in  accordance  with  Canadian   generally  accepted
                  accounting   principles,   accurately  reflect  the  financial
                  position  and all  material  liabilities  (accrued,  absolute,
                  contingent or otherwise) of the Issuer as of the date 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;
         (h)      the  Issuer  has  complied  and  will  comply  fully  with the
                  requirements  of all applicable  corporate and securities laws
                  and administrative policies and directions, including, without
                  limitation,  the  Applicable  Legislation  in  relation to the
                  issue  and  trading  of its  securities  and  in  all  matters
                  relating to the Private Placement and the Distribution;
         (i)      there is not  presently,  and will not be until the  dosing of
                  the  Distribution,  any  material  change,  as  defined in the
                  Applicable  Legislation,  relating  to the Issuer or change in
                  any material fact, as defined in the  Applicable  Legislation,
                  relating to any of the  Securities  which has not been or will
                  not be fully disclosed in accordance with the  requirements of
                  the Applicable Legislation and the CDNX Policies;
         (j)      the issue and sale of the  Securities  by the  Issuer  and the
                  Agents does not and will not conflict  with,  and does not and
                  will  not  result  in a  breach  of,  any of the  terms of the
                  Issuer's   incorporating   documents   or  any   agreement  or
                  instrument to which the Issuer is a party;
         (k)      neither the Issuer nor any of its  subsidiaries  is a party to
                  any  actions,  suits or  proceedings  which  could  materially
                  affect its business or financial condition, and to the best of
                  the Issuer's  knowledge no such actions,  suits or proceedings
                  are  contemplated or have been threatened  except as disclosed
                  in the Disclosure Record;
         (l)      there  are  no  judgments  against  the  Issuer  or any of its
                  subsidiaries, if any, which are unsatisfied, nor are there any
                  consent  decrees or  injunctions to which the Issuer or any of
                  its subsidiaries, if any, is subject;
         (m)      this  Agreement  has  been  or will  be by the  Closing,  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,  and undertake
                  the Distribution;
         (n)      the Issuer is not in default of any of the requirements of the
                  Applicable  Legislation or any of the administrative  policies
                  or notices of the Regulatory Authorities
         (o)      the Issuer is a "reporting  issuer"  within the meaning of the
                  B.C. Act and the Alberta Act;
<PAGE>
                                      -10-
         (p)      no order ceasing 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
                  and no  investigations  or  proceedings  for such purposes are
                  pending or threatened;
         (q)      the  Issuer   satisfies   and  will   satisfy  all   necessary
                  requirements  under the Exemptions in order to permit the sale
                  of the Special  Warrants to  Purchasers  who are  qualified to
                  purchase the Special  Warrants under the Exemptions,  pursuant
                  to this Private Placement;
         (r)      except as disclosed in the  Disclosure  Record or otherwise to
                  the Regulatory  Authorities no person has any right, agreement
                  or option,  present or future,  contingent or absolute, or any
                  right capable of becoming  such a right,  agreement or option,
                  for the  issue or  allotment  of any  unissued  shares  in the
                  capital  of the  Issuer or its  subsidiaries,  if any,  or any
                  other security  convertible  into or exchangeable for any such
                  shares, or to require the Issuer or its subsidiaries,  if any,
                  to purchase, redeem or otherwise acquire any of the issued and
                  outstanding shares in its capital;
         (s)      the  Issuer  and its  subsidiaries,  if any,  have  filed  all
                  federal,  provincial,  local and foreign tax returns which are
                  required to be filed,  or have requested  extensions  thereof,
                  and have  paid all taxes  required  to be paid by them and any
                  other assessment,  fine or penalty levied against them, to the
                  extent that any of the  foregoing is due and  payable,  except
                  for such assessments,  fines and penalties which are currently
                  6eing contested in good faith;
         (t)      the Issuer and its  subsidiaries,  if any, have established on
                  their books and records  reserves  which are  adequate for the
                  payment of all taxes not yet due and  payable and there are no
                  liens  for  taxes  on  the   assets  of  the   Issuer  or  its
                  subsidiaries,  if any, except for taxes not yet due, and there
                  are no audits of any of the tax  returns  of the Issuer or its
                  subsidiaries,   if  any,  which  are  known  by  the  Issuer's
                  management  to be pending,  and there are no claims which have
                  been or may be  asserted  relating  to any  such  tax  returns
                  which, if determined adversely,  would result in the assertion
                  by any governmental  agency of any deficiency which would have
                  a  material  adverse  effect on the  properties,  business  or
                  assets of the Issuer or its subsidiaries, if any;
         (u)      the  Issuer  owns  or  possesses  adequate  rights  to use all
                  material  patents,  trademarks,  service  marks,  trade names,
                  copyrights, trade secrets, information, proprietary rights and
                  other intellectual  property necessary for the business of the
                  Issuer now conducted and proposed to be conducted, without any
                  conflict  with or  infringement  of the rights of others.  The
                  Issuer has received no communication  alleging that the Issuer
                  has violated or, by conducting its business as proposed, would
                  violate any of the patents,  trademarks,  service marks, trade
                  names, copyrights or trade secrets or other proprietary rights
                  of any other  person  or  entity.  Neither  the  execution  or
                  delivery of this Agreement nor the carrying on of the business
                  of the Issuer by the employees of the Issuer,  nor the conduct
                  of the business of the Issuer will  conflict with or result in
                  a  breach  of  the  terms,  conditions,  or  provisions  of or
                  constitute  a  default  under,   any  contract,   covenant  or
                  instrument under which any of such employees is now obligated;
         (v)      other than the Agents, 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 transactions described herein;
         (w)      the  certifications  in  Appendix  IV are true and correct and
                  will be true and correct as of the date of the Closing; and
         (x)      the Issuer is, and will be at Closing, a Qualifying Issuer.

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


<PAGE>
                                      -11-

4.5 Both the Issuer and the Purchaser  acknowledge  that the Agents is acting as
agent  in this  transaction  and the  Purchaser  hereby  acknowledges  that  all
warranties,  conditions,  representations  or  stipulations,  whether express or
implied and whether  arising  hereunder or under prior agreement or statement or
by statute or at common law are expressly those of the Issuer,  other than those
relating solely to the Agents. The Purchaser acknowledges that no information or
representation  concerning  the Issuer has been provided to the Purchaser by the
Issuer or the Agents  other  than  those  contained  in this  Agreement  and the
Disclosure Record and that the Purchaser is relying entirely upon this Agreement
and the Disclosure  Record.  Any information given or statement made is given or
made without  liability or  responsibility  howsoever arising on the part of the
Agents.  No person in the  employment  of, or acting as agent of, the Agents has
any  authority  to make or give any  representation  or warranty  whatsoever  in
relation  to the  Issuer  or the  Special  Warrants.  Any  information  given or
statement made is given or made without  liability or  responsibility  howsoever
arising  on the part of the  Agents,  and the Issuer  and the  Purchaser  hereby
release the Agents from any claims that may arise in respect thereof.

5.       WITHDRAWAL OF SUBSCRIPTION AND CONTRACTUAL RIGHTS

The Purchaser  reserves the right to withdraw this subscription and to terminate
its obligations  hereunder at any, time before Closing if the Agents  terminates
its obligations with respect to the Private Placement under the Agency Agreement
and hereby  appoints  the Agents as its agent for the purpose of  notifying  the
Issuer of the withdrawal or termination of this subscription.

6.       CLOSING

6.1 The Closing  will take place  within five  business  days of approval of the
Private  Placement by the Exchange,  unless  otherwise agreed between the Issuer
and the Agents. The Purchaser  acknowledges that,  although Special Warrants may
be issued to other purchasers under the Private Placement  concurrently with the
Closing,  there  may be other  sales  of  Special  Warrants  under  the  Private
Placement,  some or all of which may  close  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  described  in the  Offering
Memorandum,  if any,  and that  further  closings  may not take place  after the
Closing.

6.2 On or before the Filing  Deadline,  the Purchaser will deliver to the Issuer
or the Agents this subscription form, duly executed, and payment in full for the
total price of the Special Warrants to be purchased by the Purchaser.

6.3 At  Closing,  the  Issuer  will  deliver  to  the  Agents  the  certificates
representing the Special Warrants  purchased by the Purchaser  registered in the
name of the Purchaser or its nominee against payment of:

         (a)      40% of the Proceeds (the  "Escrowed  Funds") to the Trustee to
                  be held in accordance with the Special  Warrant  Indenture and
                  the  Trustee  shall  pay the  same  and any  interest  accrued
                  thereon to the Issuer on the earlier of the  Eligibility  Date
                  or 12 months from Closing; and

         (b)      the balance of the Proceeds to the Issuer.

6.4      Prior to the Filing Deadline, the Purchaser will deliver to the Issuer:

         (a)      a fully executed Form 20A (IP) in the form set out in Appendix
                  II(A), if required under the applicable Exemption;

         (b)      if the  Purchaser is a "portfolio  manager" in a  jurisdiction
                  other than Canada, a fully executed  certification in the form
                  set out in Appendix I(A) or Appendix I(B), as appropriate; and



<PAGE>
                                      -12-

         (c)      if the  Purchaser  is not an  individual,  a Corporate  Placee
                  Registration  Form (the  "Form") as set out in Appendix  I(B),
                  unless the' Form is already on file with the  Exchange and the
                  Exchange  has been  advised of any changes in the  information
                  provided in the Form, prior to the Purchaser  participating in
                  the Private Placement.

6.5 The Closing is subject to the Issuer having filed an AIF in British Columbia
and having  obtained and delivered a copy of the  confirmation of filing the AIF
from the B.C. Commission to the Agents.

7.  HOLD PERIOD

7.1  The  Purchaser   acknowledges  that  the  Securities  will  be  subject  to
restrictions on resale until such time as:
         (a)      the appropriate "hold periods' have been satisfied, which:

                  (i)    for  residents  of British  Columbia,  is at least four
                         months from the date of issue of the Special  Warrants;
                         and

                  (ii)   for residents of Alberta, is:

                         (A)    with respect to the Shares and Warrant Shares at
                                least  12  months  from the date of issue of the
                                Special Warrants; and

                         (B)    with  respect to the  Special  Warrants  and the
                                Warrants  at  least 18  months  from the date of
                                issue of the Special Warrants;

                         or, if the  Eligibility  Date has occurred prior to the
                         exercise of the Special Warrants,  four months from the
                         date of issue of the Special Warrants;

         (b)      a further  statutory  exemption  is  available to the investor
                  and, if such trade takes place within one year of Closing, the
                  prior consent of the Exchange is obtained  (unless the Release
                  Date has occurred); or

         (c)      an appropriate discretionary order is obtained pursuant to
                  applicable securities laws.

7.3 The certificates representing the Securities will bear a legend denoting the
restrictions on transfer  imposed by the Applicable  Legislation.  The Purchaser
agrees to sell,  assign or transfer the Securities  only in accordance  with the
requirements of applicable securities laws and such legends.

7.4 If resident in Alberta, the Purchaser acknowledges that they are required to
file a first trade report  prepared in accordance with Form 21 within 10 days of
the first trade in any of the Securities with the Alberta Commission.

8.       MISCELLANEOUS

8.1      The Purchaser hereby irrevocably authorizes the Agents, in their sole
discretion:
         (a)      to act as the Purchaser's  representative  at the Closing,  to
                  receive  certificates for Special Warrants subscribed for, the
                  certifications in Appendix IV and the certificate  required by
                  the  Alberta  AIF Rules and to  execute in its name and on its
                  behalf all closing receipts and documents required; and
<PAGE>
                                      -13-

         (b)      to  waive,   in  whole  or  in  part,   any   representations,
                  warranties,  covenants  or  conditions  for the benefit of the
                  Purchaser  contained  herein or in any  agreement  or document
                  ancillary or related thereto.

8.2 The Purchaser  hereby  authorizes the Issuer to correct any minor errors in,
or complete  any minor  information  missing from the  Certification  by Foreign
Portfolio Manager (Appendix I(A)), Corporate Placees Registration Form (Appendix
I(B)) or the Form 20A (1P)  (Appendix  II(A))  which  has been  executed  by the
Purchaser and delivered to the Issuer.

8.3 The Issuer and the Agents will be entitled to rely on delivery by  facsimile
machine of an executed copy of this  subscription,  and acceptance by the Issuer
of such facsimile  copy will be equally  effective to create a valid and binding
agreement  between the  Purchaser  and the Issuer in  accordance  with the terms
hereof

8.4 Without  limitation,  this  subscription and the  transactions  contemplated
hereby are conditional  upon and subject to the Issuer  receiving the Exchange's
approval of this subscription and the transactions contemplated hereby.

8.5 This  agreement is not  assignable  or  transferable  by the parties  hereto
without the express written consent of the other party hereto.

8.6  Time is of the  essence  of  this  Agreement  and  will be  calculated  in
accordance with the provisions of the Interpretation Act (British Columbia).

8.7  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
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, by the Agents, or by anyone else.

8.8      The parties to this Agreement may amend this Agreement only in writing.

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

8.10 A party to this  Agreement  will  give  all  notices  to or  other  written
communications with the other party to this Agreement  concerning this Agreement
by hand or by registered mail addressed to the address given above.

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

8.12 This  Agreement  will be governed by and construed in  accordance  with the
laws of British Columbia,  and the parties hereto  irrevocably attorn and submit
to the  jurisdiction  of the  courts of  British  Columbia  with  respect to any
dispute related to this Agreement.

                               END OF APPENDIX III



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                      APPENDIX IV - CERTIFICATION BY ISSUER
The Issuer certifies that:

         (a)      the distribution of Special Warrants to the Purchaser pursuant
                  to this  Private  Placement  will be made by the  Issuer  in a
                  security of its own issue;

         (b)      the Issuer is and will be at the Closing, a Qualifying Issuer;

         (c)      the  Issuer  has filed or prior to  Closing  will have filed a
                  Current AIF together with all supporting  documents as set out
                  in the B.C.  Policy  or its  Former  Policy  (as that  term is
                  defined in the B.C. Blanket Order);

         (d)      the  Issuer  has and will have  filed all  documents  that are
                  required   to  be  filed  under  the   continuous   disclosure
                  provisions  of the  B.C.  Act and the  B.C.  Rules,  including
                  annual and interim  financial  information and annual reports,
                  press releases disclosing material changes and material change
                  reports;

         (e)      the  Issuer  has not and  will  not  have  made a  substantial
                  transaction  (as that term is used in the B.C.  Policy)  since
                  its Current AIF, unless the Issuer has filed a material change
                  report in compliance  with section 5.14 of the B.C.  Policy or
                  an amended AIF in  compliance  with section 4.12 of the Former
                  Policy; and

         (f)      the Executive Director of the B.C.  Commission has not advised
                  the Issuer in writing that its securities are not eligible for
                  the  shorter  hold  period  provided  for in the B.C.  Blanket
                  Order.