Filed by Automated Filing Services Inc. (604) 609-0244 -  Upstream Biosciences Inc. - Exhibit 10.15






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

STOCK OPTION AND SUBSCRIPTION AGREEMENT
For U.S.
Persons

This AGREEMENT is entered into as of the 27th day of March,
2007 (the "Date of Grant").

BETWEEN:

UPSTREAM BIOSCIENCES INC., with
an office at Suite 100 – 570 
West 7th Avenue, Vancouver, British Columbia,
Canada 
(the "Company")

AND:

PHILIP RICE, a person with a
business address at PO Box 680, Ross, 
California 94957
 (the
"Optionee")

WHEREAS:

A. The Company's board of directors (the "Board") has approved
and adopted a Stock Option Plan (the "Plan"), whereby the Board is authorized to
grant stock options to purchase common shares of the Company to the directors,
officers, employees, management company employees and consultants of the
Company;

B. The Optionee currently provides services as a director of
the Company (the "Services"); and

C. The Company seeks to grant stock options to purchase a total
of ONE HUNDRED THOUSAND (100,000) shares of Common Stock to the Optionee as an
incentive for the provision of the Services.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged, the
parties hereto agree as follows: 

1.1 In this Agreement, the following terms shall have the
following meanings:

	 	(a) 	
      "Common Stock" means the shares of common stock of
      the Company;

	 	 	 
	 	(b) 	
      "Exercise Payment" means the amount of money equal
      to the Exercise Price multiplied by the number of Optioned Shares
      specified in the Notice of Exercise;

	 	 	 
	 	(c) 	
      "Exercise Price" means
$1.02;







2

	 	(d) 	
      "Expiry Date" means March 27, 2012;

	 	 	 
	 	(e) 	
      "Notice of Exercise" means a notice in writing
      addressed to the Company at its address first recited (or such other
      address of the Company as may from time to time be notified to the
      Optionee in writing), substantially in the form attached as Appendix "A"
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised;

	 	 	 
	 	(f) 	
      "Options" means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 1.2 of this
      Agreement;

	 	 	 
	 	(g) 	
      "Optioned Shares" means the shares of Common
      Stock, subject to the Options;

	 	 	 
	 	(h) 	
      "Securities" means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(i) 	
      "Shareholders" means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(j) 	
      "U.S. Person" shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(k) 	
      "Vested Options" means the Options that have
      vested in accordance with Section 1.3 of this
Agreement.



1.2 The Company hereby grants to the Optionee, on the terms and
conditions set out in this Agreement and in the Plan, Options to purchase a
total of ONE HUNDRED THOUSAND (100,000) Optioned Shares at the Exercise
Price.

1.3 The Options may be exercised after vesting and only in
accordance with the following schedule, whereby:

	 	(a) 	
      THIRTY-THREE THOUSAND THREE HUNDRED AND THIRTY-THREE
      (33,333) of the Options shall vest upon:

	 	 	 	 
	 		(i) 	
      the one (1) year anniversary of the Date of
  Grant,

	 	 	 	 
	 		(ii) 	
      the two (2) year anniversary of the Date of Grant,
    and

	 	 	 	 
	 	(b) 	
      the remaining THIRTY-THREE THOUSAND THREE HUNDRED AND
      THIRTY- FOUR (33,334) Options shall vest upon the three (3) year
      anniversary of the Date of Grant.



1.4 The Options shall, at 5:00 p.m. (Vancouver time) on the
Expiry Date, expire and be of no further force or effect whatsoever.

1.5 Vested Options shall terminate, to the extent not
previously exercised, in accordance with Section 5(g) of the Plan. Each unvested
Option granted pursuant hereto shall terminate immediately upon termination of
or resignation from the Optionee's employment or contractual relationship with
the Company for any reason whatsoever.

1.6 Subject to the provisions of this Agreement and the Plan
and subject to compliance with any applicable securities laws, the Options shall
be exercisable, in full or in part, at any time after vesting, 




3

until termination; provided, however, that if the Optionee is
subject to the reporting and liability provisions of Section 16 of the
Securities Exchange Act of 1934 with respect to the Common Stock, the
Optionee shall be precluded from selling, transferring or otherwise disposing of
any Common Stock underlying any Options during the six (6) months immediately
following the grant of that Option. If less than all of the shares included in
the vested portion of any Options are purchased, the remainder may be purchased
at any subsequent time prior to the Expiry Date. Only whole shares may be issued
pursuant to the exercise of any Options, and to the extent that any Options
covers less than one (1) share, it is unexercisable.

Each exercise of the Options shall be by means of delivery of a
Notice of Exercise (which may be in the form attached hereto as Appendix A) to
the President of the Company at its principal executive office, specifying the
number of shares of Common Stock to be purchased and accompanied by payment in
cash by certified check or cashier's check in the amount of the full exercise
price for the Common Stock to be purchased. In addition to payment in cash by
certified check or cashier's check, an Optionee or transferee of the Options may
pay for all or any portion of the aggregate exercise price by complying with one
or more of the following alternatives:

	 	(a) 	
      by delivering a properly executed Notice of Exercise
      together with irrevocable instructions to a broker promptly to sell or
      margin a sufficient portion of the Common Stock and deliver directly to
      the Company the amount of sale or margin loan proceeds to pay the exercise
      price; or

	 	 	 
	 	(b) 	
      by complying with any other payment mechanism approved by
      the Board at the time of exercise.



It is a condition precedent to the issuance of Optioned Shares
that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with applicable laws.

1.7 Nothing in this Agreement shall obligate the Optionee to
purchase any Optioned Shares except those Optioned Shares in respect of which
the Optionee shall have exercised the Options in the manner provided in this
Agreement.

1.8 Reference is made to the Plan for particulars of the rights
and obligations of the Optionee and the Company in respect of:

	 	(a) 	the terms and conditions on which the Options
      are granted; and 
	 	  	  
		(b) 	a consolidation or subdivision of the Company's
      share capital or an amalgamation or merger; 
	 	  	  
		all to the same effect as if the provisions of
      the Plan were set out in this Agreement and to all of which the Optionee
      assents. 


1.9 The terms of the Options are subject to the provisions of
the Plan, as the same may from time to time be amended, and any inconsistencies
between this Agreement and the Plan, as the same may be from time to time
amended, shall be governed by the provisions of the Plan.

2. Documents Required from Optionee

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




4

	 	(a) 	
      an executed copy of this Agreement; and

	 	 	 
	 	(b) 	
      an accredited investor questionnaire in the form attached
      as Appendix "B".



2.2 The Optionee shall complete, sign and return to the Company
as soon as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities, and
applicable law.

3. Acknowledgements of the Optionee

3.1 The Optionee acknowledges and agrees that:

	 	(a) 	
      the Optionee is a director of the Company;

	 	 	 
	 	(b) 	
      the Securities have not been registered under the 1933
      Act or under any state securities or "blue sky" laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons (as defined herein), except pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act,
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 
	 	(c) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(d) 	
      by completing Appendix B, the Optionee is representing
      and warranting that the Optionee is an "accredited investor", as the term
      is defined in Regulation D promulgated under the 1933 Act;

	 	 	 
	 	(e) 	
      the decision to execute this Subscription and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon a review of publicly available
      information regarding the Company available on the website of the United
      States Securities and Exchange Commission (the "SEC") available at
      www.sec.gov (the "Company Information");

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

	 	 	 
	 	(g) 	
      that resale of any of the Securities in Canada is
      restricted except pursuant to an exemption from applicable securities
      legislation;

	 	 	 
	 	(h) 	
      the Optionee has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Securities and with respect to applicable resale
      restrictions and it is solely responsible (and the Company is in any way
      responsible) for compliance with applicable resale
  restrictions;







5

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

	 	 	 
	 	(j) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company's common
      stock on the OTC Bulletin Board;

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

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

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

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



4. Representations, Warranties and Covenants of the
Optionee

4.1 The Optionee hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the closing) that:

	 	(a) 	
      the Optionee is a director of the Company;

	 	 	 
	 	(b) 	
      the Optionee is an "accredited investor" as that term is
      defined in Regulation D promulgated under the 1933 Act;

	 	 	 
	 	(c) 	
      the Optionee is a U.S. Person;

	 	 	 
	 	(d) 	
      the Optionee has received and carefully read this
      Agreement;

	 	 	 
	 	(e) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Optionee is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Optionee;

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







6

	 	(g) 	
      all information contained in this Agreement is complete
      and accurate and may be relied upon by the Company;

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

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

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

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

	 	 	 
	 	(l) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee;

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

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

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

	 	 	 
	 	(p) 	
      the Optionee is not an underwriter of, or dealer in, the
      shares of the Company's common stock, nor is the Optionee participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;

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







7

	 	(r) 	
      if the Optionee is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Optionee has
      sole investment discretion with respect to each such account, and the
      Optionee has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

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

	 	 	 	 
	 	(t) 	
      no person has made to the Optionee any written or oral
      representations:

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

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

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

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company's common stock on the OTC Bulletin Board; and

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



5. Acknowledgement and Waiver

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

6. Legending of Subject Securities

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

		
      "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
      BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES
      LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT
      OR PURSUANT 
	






8

		
      TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
      IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS." 
	


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

7. British Columbia Resale Restrictions

7.1 The Optionee acknowledges that the Securities are subject
to resale restrictions in British Columbia and may not be traded in British
Columbia except as permitted by the B.C. Act and the rules made thereunder.

7.2 Pursuant to National Instrument 45-102, as adopted by the
BCSC, a subsequent trade in the Securities will be a distribution subject to the
prospectus and registration requirements of applicable Canadian securities
legislation (including the B.C. Act) unless certain conditions are met, which
conditions include a hold period (the "Canadian Hold Period") that shall have
elapsed from the date on which the Options were issued to the Optionee and,
during the currency of the Canadian Hold Period, any certificate representing
the Securities is to be imprinted with a restrictive legend (the "Canadian
Legend").

7.3 By executing and delivering this Agreement, the Optionee
will have directed the Company not to include the Canadian Legend on any
certificates representing the Securities to be issued to the Optionee.

7.4 As a consequence, the Optionee will not be able to rely on
the resale provisions of National Instrument 45-102, and any subsequent trade in
the Securities during or after the Canadian Hold Period will be a distribution
subject to the prospectus and registration requirements of Canadian securities
legislation, to the extent that the trade is at that time subject to any such
Canadian securities legislation.

8. Costs

8.1 The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee.

9. Governing Law

9.1 This Agreement is governed by the laws of the Province of
British Columbia and the federal laws of Canada applicable therein. The Optionee
irrevocably attorns to the jurisdiction of the courts of the Province of British
Columbia.

10. Survival

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




9

11. Assignment

11.1 This Agreement is not transferable or assignable.

12. Counterparts and Electronic Means

12.1 This Agreement may be executed in several counterparts,
each of which will be deemed to be an original and all of which will together
constitute one and the same instrument. Delivery of an executed copy of this
Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date first above written.

13. Currency

13.1 Unless explicitly stated otherwise, all funds in this
Agreement are stated in United States dollars.

14. Severability

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

15. Entire Agreement

15.1 Except as expressly provided in this Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Agreement is the only agreement between the Optionee and the Company with
respect to the Options, and this Agreement supersedes all prior and
contemporaneous oral and written statements and representations and contain the
entire agreement between the parties with respect to the Securities.

16. Effectiveness

16.1 This Agreement shall be deemed to be effective following
the delivery by the Optionee to the Company of two fully executed copies of this
Agreement.

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written.

UPSTREAM BIOSCIENCES INC.

	By: 	/s/ Joel Bellenson 	 
	  	Authorized Signatory 	 






10

	WITNESSED BY: 	) 	  
	  	) 	  
	  	) 	  
	Name 	) 	  
	  	) 	  
	Address 	) 	/s/
      Philip Rice 
	  	) 	PHILIP RICE 
	  	) 	  
	  	) 	  
	Occupation 	) 	  






APPENDIX A

	TO: 	Upstream Biosciences Inc. 
	  	Suite 100 – 570 West 7th Avenue 
	 	Vancouver, British
    Columbia  
	  	Canada 


Notice of Exercise

This Notice of Exercise shall constitute proper notice pursuant
to Section 1.6 of the Stock Option and Subscription Agreement dated as of March
27, 2007 (the "Agreement"), between the Company and the undersigned. The
undersigned hereby elects to exercise Optionee's option to
purchase____________________shares of the common stock of the Company at a price
of US$1.02 per share, for aggregate consideration of US$____________, on the
terms and conditions set forth in the Agreement. Such aggregate consideration,
in the form specified in Section 1.6 of the Agreement, accompanies this
notice.

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows:

	Registration Information: 	 	Delivery Instructions: 
	 	 	 
	Name to appear on
      certificates 	 	Name
  
	 	 	 
	Address 	 	Address
    
	 
    	 	  
	 	 	 
	  	 	Telephone Number 


DATED at ____________________________________, the _______day
of______________, _______.

	 	 
	 	(Name of Optionee – Please type or print)

	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	(Address of Optionee) 
	 	 
	 	(City, State, and Zip Code of Optionee) 
	 	 
	 	(Fax Number) 






APPENDIX B

ACCREDITED INVESTOR QUESTIONNAIRE

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

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

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

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

		Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000.
    

	  	  	
       

	X 	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, on the date of purchase exceeds US
      $1,000,000. 

	  	  	
       

		Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	  	  	
       

		Category 4 	
      A "bank" as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United States)
      or a business development company as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act 







- 2 -

			of 1958 (United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors. 
	  	  	  
		Category 5 	A private business development company as
      defined in Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States). 
	  	  	  
	X
	Category 6 	A director or executive officer of the Company.
    
	  	  	  
		Category 7 	A trust with total assets in excess of
      $5,000,000, not formed for the specific purpose of acquiring the Shares,
      whose purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act. 
	  	  	  
		Category 8 	An entity in which all of the equity owners
      satisfy the requirements of one or more of the foregoing categories.
  


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

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

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







- 3 -

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the 27th day of March, 2007.

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