Filed by Automated Filing Services Inc. (604) 609-0244 -  Upstream Biosciences Inc. - Exhibit 10.18






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

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

	UPSTREAM BIOSCIENCES INC. 
	 
	PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 
	SHARES 
	 
	NON-UNITED STATES RESIDENT SUBSCRIBERS 
	 
	INSTRUCTIONS TO PURCHASER 



	1. 	
      The purchaser is to complete all the information in the
      boxes on page 1 and sign where indicated with an “X”.

	 	 
	2. 	
      IF THE PURCHASER IS AN ACCREDITED INVESTOR and not
      purchasing a minimum of $150,000 in value of securities, then complete the
      “Accredited Investor Questionnaire” that starts on page
5.

	 	 
	3. 	
      IF THE PURCHASER IS NOT AN ACCREDITED INVESTOR, and not
      purchasing a minimum of $150,000 in value of securities, complete the
      “Friends and Family” Questionnaire that starts on page 8.

	 	 
	4. 	
      PURCHASERS PURCHASING A MINIMUM OF $150,000 IN VALUE OF
      SECURITIES may subscribe without filling in an Accredited Investor or
      Friends and Family Questionnaire.

	 	 
	5. 	
      All other information must be filled in where
      appropriate.







This is Page 2 of 15 pages of a subscription agreement and
related appendices, schedules and forms. Collectively, these pages together are
referred to as the “Subscription Agreement”.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

	TO: 	UPSTREAM BIOSCIENCES INC. (the
      “Issuer”), of Suite 100 570 West 7th Avenue, Vancouver BC V5Z 4S6
      Canada 


Subject and pursuant to the terms set out in the Terms on pages
3 to 4, the General Provisions on pages 9 to 14 and the other schedules and
appendices attached which are hereby incorporated by reference, the Purchaser
hereby irrevocably subscribes for, and on Closing will purchase from the Issuer,
the following securities at the following price:

	666,667                                                                  
       Units 
	US$1.50 per Unit for a total purchase price of
      US$1,000,000                                                                                                                                         
       
	The Purchaser owns, directly or indirectly, the following
      securities of the Issuer: 
	Nil                                                                                                                                                                                                                                              
	[Check if applicable] The Purchaser is an
      [    ]  insider of the Issuer or
      [     ]  a member of the professional group
  


The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Purchased Securities as follows:

	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	 	 	 
	Red Tree Ventures SA 	 	Red Tree Ventures SA 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	  	 	Tim Cradtree 
	Account reference if
      applicable 	 	Contact
      name 
	 	 	 
	  	 	World Trade Center: 10 RTE De L’Aeroport, PO Box
      691 
	Address 	 	Address
    
	 	 	 
	  	 	1215 Geneva 15/ 00 41-22-799 0800 
	  	 	Telephone Number 


EXECUTED by the Purchaser this 26th day of February 2007. By
executing this Subscription Agreement, the Purchaser certifies that the
Purchaser and any beneficial purchaser for whom the Purchaser is acting is
resident in the jurisdiction shown as the “Address of Purchaser”. 

	                 
                         
                 WITNESS: 	 	             
                 EXECUTION BY PURCHASER:
  
	  	 	X 
	Signature of Witness
    	 	Signature of individual (if Purchaser is an individual)
    
	  	 	X /s/ Tim Cradtree 
	Name of Witness 	 	Authorized signatory (if Purchaser is not an
      individual) 
	  	 	Red Tree Ventures SA 
	Address of Witness
    	 	Name of
      Purchaser (please print) 
	  	 	Tim Cradtree 
	  	 	Name of
      authorized signatory (please print) 
	Accepted this 3rd
      day of May, 2007 	 	  
	UPSTREAM
      BIOSCIENCES INC 	 	Address
      of Purchaser (residence) 
	Per: 	 	  
	/s/ Joel Bellenson 	 	Telephone Number 
	Authorized Signatory
    	 	 
    
	  	 	E-mail address 
	  	 	  
	  	 	Social Security/Insurance No.: 


By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 3 to 4, the General Provisions on pages 9 to 14 and the other
schedules and appendices incorporated by reference. If funds are delivered to
the Company’s lawyers, they are authorized to release the funds to the Issuer.






	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 15 


TERMS

	Reference date of this Subscription
	  
	Agreement 	February 26, 2007 (the “Agreement Date”)
    
	 	 
	 The Offering 
	  	  
	The Issuer 	
      Upstream Biosciences Inc.” (the “Issuer”)
  

	  	
       

	Offering 	
      The offering consists of up to1,333,334 units
      (“Units”) consisting of one common share (“Shares”), one
      Series A Warrant and one Series B Warrant (together
      the “Warrants”) of the Issuer. 

	  	
       

	Purchased Securities 	
      The “Purchased Securities” under this Subscription
      Agreement are the Shares, the Warrants and the shares issuable on exercise
      of the Warrants. 

	  	
       

	Total Amount 	
      up to US $2,000,000 from the sale of Units. 

	  	
       

	Issue Price 	
      US$1.50 per Unit . 

	  	
       

	Series A Warrants 	
      Exercisable for 2 years from Closing at $1.75 for one
      common share of the Issuer 

	  	
       

	Series B Warrants 	
      Exercisable for 2 years from Closing at $1.85 for one
      common share of the Issuer 

	  	
       

	Payment Schedule 	
      The Offering will close in 2 tranches. Half of the
      subscription (the first $1,000,000) will close on the Closing Date and the
      second half will close on March 27, 2007. 

	  	
       

	Selling Jurisdictions 	
      The Units will be sold in jurisdictions other than the
      United States where they may be lawfully sold (the “Selling
      Jurisdictions”). 

	  	
       

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

	  	
       

		
                 
      (a) the “accredited investor” exemption in Canada (section 2.3 of
      National Instrument 45-106); 

	  	
       

		
                 
      (b) the “$150,000 purchaser” exemption in Canada (section 2.10 of
      National Instrument 45-106); 

	  	
       

		
                 
      (c) the “Friends and Family” exemption in Canada except Ontario
      (section 2.5 of National Instrument 45-106) 

	  	
       

	  	
                  (d)
      Regulation S under the US Securities Act of 1933; and 

	  	
       

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

	  	
       

	Registration of Shares 	
      The Issuer will use reasonable efforts to file a
      registration statement with the SEC within 40 days of Closing and register
      for resale the Purchased Securities acquired by the Purchasers within 4
      months from Closing. 

	  	
       

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

	  	
       

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








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 15 



		
      NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”
      

	  	
       

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

	  	
       

		
      Purchaser has requested the Issuer not to include legend
      under Canadian Securities laws 

	  	
       

	Closing Date 	
      The completion of the sale and purchase of the Shares
      will take place in one or more closings, on a date or dates as agreed to
      by the Issuer and the Purchaser. Payment for, and delivery of the Shares,
      is scheduled to occur on or about February 28, 2007 or such later date as
      may be agreed upon by the Issuer and the Purchaser (the “Closing
      Date”). 

	  	
       

	Right of First Refusal 	
      For a period of 2 years from Closing, provided the entire
      Offering amount is subscribed and both tranches close, the Issuer will
      grant to the Purchasers a right of first refusal to participate on the
      same terms in any financing conducted by providing 5 days advance notice
      of the terms of such proposed financing. 

	  	
       

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

	  	
       

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

	  	
       

	  	
                 (b)
      “Securities” means the Shares (to be issued on a post-split basis).
      

	  	
       

	 The Issuer 
	  	
       

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

	  	
       

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

	  	
       

	“Securities Legislation Applicable
      to the Issuer” 	
      The “Securities Legislation Applicable to the
      Issuer” are the US Securities Exchange Act of 1934, and the Securities
      Commission having jurisdiction over the Issuer is the United States
      Securities and Exchange Commission and the British Columbia Securities
      Commission. 

	  	
       

	  	  
	 End of Terms








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 15 


NATIONAL INSTRUMENT 45-106

ACCREDITED INVESTOR QUESTIONNAIRE

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

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

	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the Transaction and the Subscriber is able to bear the
      economic risk of loss arising from such Transaction;

	 	 	 
	2. 	
      the Subscriber satisfies one or more of the categories of
      “accredited investor” (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):

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

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

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

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

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

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

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

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

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








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 15 



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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

		[X] 	
      (m) a person, other than an individual or investment
      fund, that had net assets of at least CDNUS$5,000,000 as reflected on its
      most recently prepared financial statements; 

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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

	 	  	
       

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








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 15 


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

     IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the 3rd day of May, 2007.

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	  	 	  
	Red Tree
      Ventures SA 	 	X 
	Print or Type Name of Entity 	 	Signature 
	  	 	  
	  	 	  
	X /s/
      Tim Cradtree 	 	 
    
	Signature of Authorized Signatory 	 	Print or Type Name 
	  	 	  
	  	 	  
	Corporation
    	 	  
	Type of Entity 	 	  







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 15 


Family, Friends and Business Associates Questionnaire


IF THE SUBSCRIBER IS RESIDENT IN A
CANADIAN PROVINCE OR TERRITORY OTHER THAN ONTARIO IS NOT PURCHASING MORE THAN
$150,000 IN VALUE OF SECURITIES AND IS NOT AN ACCREDITED INVESTOR, HE OR SHE IS
TO CHECK ONE OR MORE OF THE FOLLOWING BOXES, AS APPROPRIATE:

	 	(A) 	
      a director, officer, employee or control person of the
      Issuer
	 _____
	 	 	 	 
	 	(B) 	
      a spouse, parent, grandparent, brother, sister or
      child of a director, senior officer or control person of the
    Issuer
	 _____
	 	 	 	 
	 	(C) 	
      a close personal friend of a director, senior officer
      or control person of the Issuer
	 _____
	 	 	 	 
	 	(D) 	
      a close business associate of a director, senior
      officer or control person of the Issuer
	 _____


if the Subscriber is resident in Ontario, the Subscriber is
(tick one or more of the following boxes only if the Subscriber is resident
in Ontario):

	 	(A) 	
      a founder of the Issuer
	 [    ]
	 	 	 	 
	 	(B) 	
      an affiliate of a founder of the Issuer
	 [    ]
	 	 	 	 
	 	(C) 	
      a spouse, parent, brother, sister, grandparent or child
      of a director, executive officer or founder of the Issuer
	 [    ]
	 	 	 	 
	 	(D) 	
      a person that is a control person of the Issuer
	 [    ]
	 	 	 	 
	 	(E) 	
      an accredited investor
	 [    ]
	 	 	 	 
	 	(F) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000
	 [    ]


If the Subscriber ticked boxes A-D above, name of director,
officer or employee of the Issuer with whom the Subscriber has a
relationship:

	 	 
	 	 
	Signature 	 
	 	 
	Print or Type Name of Entity or Individual 	 
	 	 
	Date: _______________________, 2007 	 







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 15 


GENERAL PROVISIONS

	1. 	DEFINITIONS 


1.1 In the Subscription Agreement (including the first (cover)
page, the Terms on pages 3 to 4, the General Provisions on pages 9 to 14 and the
other schedules and appendices incorporated by reference), the following words
have the following meanings unless otherwise indicated:

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

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 8) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

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

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

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

	 	 	 
	 	(f) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer (as defined on page 4) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

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

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 9 to 15;

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

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

	 	 	 
	 	(k) 	
      “Regulatory Authorities” means the
    Commissions;

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

	 	 	 
	 	(m) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 3 to 4, the General Provisions on pages 9 to 14
      and the other schedules and appendices incorporated by reference;
    and

	 	 	 
	 	(n) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to
4.



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

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

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





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 15 



	2. 	ACKNOWLEDGEMENTS, REPRESENTATIONS AND
      WARRANTIES OF PURCHASER 



	2.1 	Acknowledgements concerning offering
  


The Purchaser acknowledges that:

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

	 	 	 
	 	(b) 	
      the Purchaser acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Purchased
      Securities under the 1933 Act, except as set out in this
  Agreement;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      Units hereunder has not been based upon any oral or written representation
      as to fact or otherwise made by or on behalf of the Company, and such
      decision is based entirely upon a review of information (the receipt of
      which is hereby acknowledged) which has been filed by the Company with the
      Securities and Exchange Commission (the "SEC");

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

	 	 	 
	 	(e) 	
      there is no government or other insurance covering any of
      the Units;

	 	 	 
	 	(f) 	
      there are risks associated with an investment in the
      Units;

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

	 	 	 
	 	(h) 	
      the Purchaser and the Purchaser's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Purchased Securities
      hereunder, and to obtain additional information, to the extent possessed
      or obtainable without unreasonable effort or expense, necessary to verify
      the accuracy of the information about the Company;

	 	 	 
	 	(i) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Units hereunder have been made
      available for inspection by the Purchaser, the Purchaser's lawyer and/or
      advisor(s);

	 	 	 
	 	(j) 	
      the Purchaser will indemnify and hold harmless the
      Company and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened)








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 11 of 15 



	 		
      arising out of or based upon any representation or
      warranty of the Purchaser contained herein or in any document furnished by
      the Purchaser to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Purchaser to comply with
      any covenant or agreement made by the Purchaser to the Company in
      connection therewith;

	 	 	 	 
	 	(k) 	
      the Shares are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Purchaser that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that currently
      market makers make a market for the Company's common shares on the NASD's
      OTC Bulletin Board;

	 	 	 	 
	 	(l) 	
      the Company will refuse to register any transfer of the
      Purchased 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 the registration
      requirements of the 1933 Act and in accordance with applicable state and
      provincial securities laws;

	 	 	 	 
	 	(m) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Units, although in technical compliance with
      Regulation S, would not be available if the offering is part of a plan or
      scheme to evade the registration provisions of the 1933 Act or any
      applicable state and provincial securities laws;

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

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

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(o) 	
      this Agreement is not enforceable by the Purchaser unless
      it has been accepted by the Company, and the Purchaser acknowledges and
      agrees that the Company reserves the right to reject any subscription for
      any reason; and

	 	 	 	 
	 	(p) 	
      By executing and delivering this Agreement, each
      Subscriber will have directed the Company not to include a Canadian Legend
      on any certificates representing the Shares to be issued to such
      Subscriber. As a consequence, the Subscriber will not be able to rely on
      the resale provisions of Multilateral Instrument 45-102, and any
      subsequent trade in the Securities during or after the Canadian hold
      period described therein 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.




	2.2 	Representations by the purchaser
  


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

	 	(a) 	
      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 obtained to authorize execution and performance of
      this Agreement on behalf of the Purchaser;

	 	 	 
	 	(b) 	
      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 the Purchaser or of
  any








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 12 of 15 



	 		
      agreement, written or oral, to which the Purchaser may be
      a party or by which the Purchaser is or may be bound;

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

	 	 	 
	 	(d) 	
      the Purchaser is not acquiring the Units for the account
      or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(e) 	
      the Purchaser is not a U.S. Person;

	 	 	 
	 	(f) 	
      the Purchaser is resident in the jurisdiction set out
      under the heading "Name and Address of Purchaser" on the signature page of
      this Agreement;

	 	 	 
	 	(g) 	
      the sale of the Units to the Purchaser as contemplated in
      this Agreement complies with or is exempt from the applicable securities
      legislation of the jurisdiction of residence of the Purchaser;

	 	 	 
	 	(h) 	
      the Purchaser is acquiring the Units for investment only
      and not with a view to resale or distribution and, in particular, it has
      no intention to distribute either directly or indirectly any of the
      Purchased Securities in the United States or to U.S. Persons;

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

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

	 	 	 
	 	(k) 	
      the Purchaser (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Shares; and (iii) has the ability to bear
      the economic risks of its prospective investment and can afford the
      complete loss of such investment;

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

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

	 	 	 
	 	(n) 	
      the Purchaser understands and agrees that offers and
      sales of any of the Purchased Securities prior to the expiration of a
      period of one year after the date of original issuance of the Shares (the
      one year period hereinafter referred to as the "Distribution Compliance
      Period") shall only be made in








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 13 of 15 



	 		
      compliance with the safe harbor provisions set forth in
      Regulation S, pursuant to the registration provisions of the 1933 Act or
      an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state and provincial
      securities laws;

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

	 	 	 	 
	 	(p) 	
      the Purchaser understands and agrees that the Company
      will refuse to register any transfer of the Purchased 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 the registration requirements of the 1933
    Act;

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

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

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

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

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

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




	2.3 	Reliance, indemnity and notification of
      changes 


The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms on pages 3 to 4, the
General Provisions on pages 9 to 14 and the other schedules and appendices
incorporated by reference) are made by the Purchaser with the intent that they
be relied upon by the Issuer in determining its suitability as a purchaser of
Purchased Securities, and the Purchaser hereby agrees to indemnify the Issuer
against all losses, claims, costs, expenses and damages or liabilities which any
of them may suffer or incur as a result of reliance thereon. The Purchaser
undertakes to notify the Issuer immediately of any change in any representation,
warranty or other information relating to the Purchaser set forth in the
Subscription Agreement (including the first (cover) page, the Terms on pages 3
to 4, the General Provisions on pages 9 to 14 and the other schedules and
appendices incorporated by reference) which takes place prior to the
Closing.

	2.4 	Survival of representations and
      warranties 


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

	3. 	ISSUER’S ACCEPTANCE 


The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Units which will not
be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 14 of 15 


Agreement Date, if the Issuer accepts the subscription by the
Purchaser, the Subscription Agreement will be entered into on the date of such
execution by the Issuer.

	4. 	CLOSING 


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

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

	5. 	MISCELLANEOUS 


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

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

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

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

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

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

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

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

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

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

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

5.12 This Subscription Agreement will be governed by and
construed in accordance with the internal laws of British Columbia (without
reference to its rules governing the choice or conflict of laws), and the
parties hereto 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 15 of 15 


irrevocably attorn and submit to the exclusive jurisdiction of
the courts of British Columbia with respect to any dispute related to this
Subscription Agreement.

End of General Provisions

End of Subscription Agreement