Filed by Automated Filing Services Inc. (604) 609-0244 - Swav Enterprises Ltd. - Exhibit 10.3






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. HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
“UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT. 

SWAV ENTERPRISES LTD. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
 ***(NON-UNITED
STATES RESIDENT SUBSCRIBERS ONLY)*** 

INSTRUCTIONS TO PURCHASER 

	1. 	
      The purchaser is to complete all the information in the
      boxes on page 2 and sign where indicated with an “X”.

	 	 
	2. 	
      ALL PURCHASERS MUST COMPLETE THE CERTIFICATE OF EXEMPTION
      that begins on page 5.

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







This is Page 2 of 17 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: 	SWAV ENTERPRISES LTD. (the “Issuer”), of
      168 - 919 Centre Street NW, Calgary, Alberta 


Subject and pursuant to the terms set out in the Terms on pages
3 to 4, the General Provisions on pages 11 to 17 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: 

	____________________Shares 
	US$0.025 per Share for a total purchase price of
      US$                                                                                                                                                                
      
	The Purchaser owns, directly or indirectly, the following
      securities of the Issuer: 
	 
    
	[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 
	 	 	 
	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 _____________,
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
	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) 
	 	 	 
	Accepted this _________
      day of ____________, 2007 	 	  
	SWAV ENTERPRISES
      LTD. 	 	Address
      of Purchaser (residence) 
	 	 	 
	Per: 	 	  
	 	 	Telephone Number 
	 	 	 
	Authorized Signatory
    	 	  
	 	 	E-mail address 
	 	 	 
	 	 	 
    
	 	 	Social Security/Insurance No.: 


By signing this acceptance, the Issuer agrees to be bound by
the Terms on pages 3 to 4, the General Provisions on pages 11 to 17 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 17 


TERMS 

	Reference date of this Subscription
	  
	Agreement 	_____________________, 2007 (the “Agreement
      Date”) 
	 	The
      Offering  
	  	  
	  	  
	The Issuer 	Swav Enterprises Ltd. (the “Issuer”)
  
	  	  
	Offering 	
      The offering consists of up to 2,400,000 shares
      (“Shares”) of the Issuer. 

	  	
       

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

	  	
       

	Total Amount 	
      up to US $60,000 from the sale of Shares. 

	  	
       

	Issue Price 	
      US$0.025 per Share. 

	  	
       

	Selling Jurisdictions 	
      The Shares may be sold in the Provinces of Alberta and
      Saskatchewan or in other jurisdictions other than the United States or
      Canada 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 Alberta and Saskatchewan
      (section 2.5 and 2.6 of National Instrument 45-106) 

	  	
       

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

	  	  
	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 NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
      “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
      1933 ACT.” 

	  	
       

		
      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. 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 17 



	Closing Date 	
      The completion of the sale and purchase of the Shares may
      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 ________________________, 2007 or such
      later date as may be agreed upon by the Issuer and the Purchaser (the
      “Closing Date”). 

	  	
       

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

	  	
       

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

	  	
       

	  	
                 (b)
      “Securities” means the Shares (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 	
      None 

	  	
       

	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. 



End of Terms





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 17 


Each Subscriber is required to complete and execute this
Certificate. All Subscribers must complete and meet the criteria set
out in at least one of Categories 1 to 4 . 

CERTIFICATE FOR EXEMPTION 

In addition to the representations, warranties acknowledgments
and agreements contained in the Subscription to which this Certificate for
Exemption is attached, the Subscriber, for itself and on behalf of any person
for whom it is acting, hereby represents, warrants and certifies to the Issuer
that the Subscriber and any person for whom it is acting is purchasing the
securities set out in the Subscription to which this is attached as principal,
is resident in the jurisdiction set out on the face page hereof and: [check
all appropriate boxes] 

* * * * * * * 

ALL SUBSCRIBERS 
(All Subscribers must meet the
criteria in at least one of Categories 1 to 4) 

Category 1: Accredited Investor 

The Subscriber and any person for whom it is acting is
[check appropriate boxes] 

	_____	(a) 	
      a Canadian financial institution, or a Schedule III bank;
      

	 	  	
       

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

	 	  	
       

	_____ 	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), 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) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland and
      Labrador); 

	 	  	
       

	_____ 	(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 jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada; 

	 	  	
       

	_____ 	(g) 	
      a municipality, public board or commission in Canada or a
      metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’île de Montréal or an intermunicipal management board in
      Québec; 

	 	  	
       

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

	 	  	
       

	_____ 	(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;
      

	 	  	
       

	_____ 	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000; 

	 	  	
       

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








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 17 



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

	 	  	
       
	
       

	_____ 	(m) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements and that was not created or used solely to
      purchase or hold securities as an accredited investor under this paragraph
      (m); 

	 	  	
       
	
       

	 _____	(n) 	
      an investment fund that distributes or has distributed
      its securities only to; 

	 	  	
      A. 
	
      a person that is or was an accredited investor at the
      time of the distribution; 

			
      B. 
	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 of NI 45-106 [Minimum amount
      investment], or 2.19 of NI 45-106 [Additional investment in investment
      funds], or 

			
      C. 
	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 of NI 45-106 [Investment fund
      reinvestment]; 

	 	  	
       
	
       

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

	 	  	
       
	
       

	_____ 	(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
      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 
	
       

			
      A. 
	
      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 

	 	  	
      B. 
	
      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
      adviser or an adviser 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 to be owned by directors, are persons that are accredited
      investors; 

	 	  	
       
	
       

	_____ 	(u) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser;
      or 

	 	  	
       
	
       

	_____ 	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as 

	 	  	
      A. 
	
      an accredited investor, or 

	 	  	
       
	
       

	 	  	
      B. 
	
      an exempt purchaser in Alberta.









	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 17 


Category 2: Family, Friends and Business
Associates 

The Subscriber and any person for whom it is acting is
[check appropriate boxes] 

	 [     ]	(a) 	
      a director, executive officer or control person of the
      Issuer or of an affiliate of the Issuer; 

	 	 	
       

	[     ]	(b) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer or control person of the Issuer or an
      affiliate of the Issuer, namely ; _____________________

	 	 	
       

	[     ]	(c) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer or control person of the Issuer or
      of an affiliate of the Issuer, namely ; _______________

	 	 	
       

	[     ]	(d) 	
      a close personal friend* or close business associate** of
      a director, executive officer or control person of the Issuer or of an
      affiliate of the Issuer, namely ; _______________

	 	 	
       

	 [     ]	(e) 	
      a founder of the Issuer; 

	 	 	
       

	 [     ]	(f) 	
      a spouse, parent, grandparent, brother, sister or child
      of a founder of the Issuer, namely ; ______________

	 	 	
       

	 [     ]	(g) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a founder of the Issuer, namely ; __________

	 	 	
       

	 [     ]	(h) 	
      a close personal friend* or close business associate** of
      a founder of the Issuer, namely ; _____________

	 	 	
       

	[     ]	(i) 	
      a person of which a majority of the voting securities are
      beneficially owned by, or a majority of the directors are, persons
      described in paragraphs (a) to (h); or 

	 	 	
       

	[     ]	(j) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees are persons described in paragraphs (a) to (h),
      



If the Subscriber and any person for whom it is acting is a
resident of SASKATCHEWAN and has checked box (d) or (h)
above, or has checked box (i) or (j) above and the exemption is based, in whole
or in part, on a close personal friendship or close business association by any
of the requisite persons of the person described in (i) or the trust or estate
described in (j), the Subscriber must also complete Form 1B – "Saskatchewan
Close Personal Friends and Close Business Associates Risk Acknowledgment".


	 	* 	
      for purposes of this Certificate, "close personal friend"
      means an individual who has known the named director, executive officer,
      control person or founder well enough and for a sufficient period of time
      to be in a position to assess the capabilities and trustworthiness of that
      person. The term “close personal friend” can include a family member who
      is not already specifically identified in paragraphs (b), (c), (f) or (g)
      if the family member otherwise meets the criteria described above. An
      individual’s relationship with the named director, executive officer,
      control person or founder must be direct. An individual is not a "close
      personal friend" solely because that individual is a relative, a client,
      customer, former client or former customer of, or is a member of the same
      organization, association or religious group as, the named director,
      executive officer, control person or founder.

	 	 	 
	 	** 	
      for purposes of this Certificate, "close business
      associate" means an individual who has had sufficient prior business
      dealings with the named director, executive officer, control person or
      founder to be in a position to assess the capabilities and trustworthiness
      of that person. An individual’s relationship with the named director,
      executive officer, control person or founder must be direct. An individual
      is not a "close business associate" solely because that individual is a
      client, customer, former client or former customer of, or is a casual
      business associate of, or is a person introduced or solicited for the
      purpose of purchasing securities by, the named director, executive
      officer, control person or founder








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 17 


Category 3: $150,000 Purchaser 

	[     ]	The Subscriber and any person for whom it is
      acting has an acquisition cost for the Shares of not less than $150,000
      paid in cash, and is not a person that is or has been created or used
      solely to purchase or hold securities in reliance on the exemption
      provided by section 2.5 of NI45-106. 


Category 4: Non-North American Subscribers


	[     ]	The Subscriber does not meet any of the
      criteria set out in Categories 1 through 4 herein, but the Subscriber is
      resident of a jurisdiction other than Canada or the United States.
  



	 * * * * * * * 
	 
	The representations, warranties, statements and
      certification made in this Certificate are true and accurate as of the
      date 
	of this Certificate and will be true and accurate as of the
      Closing. If any such representation, warranty, statement or 
	certification becomes untrue or inaccurate prior to the
      Closing, the Subscriber shall give the Issuer immediate written 
	notice thereof. 
	 
	The Subscriber acknowledges and agrees that the Issuer will
      and can rely on this Certificate in connection with the 
	Subscriber's Subscription. 
	 
	EXECUTED by the Subscriber at ___________________ this
      ________day of _______________, 20____. 



	If a corporation, partnership or other entity: 	 	If an individual: 
	 	 	 
	Print Name of Subscriber 	 	Print Name 
	 	 	 
	Signature of Authorized Signatory 	 	Signature 
	 	 	 
	Name and Position of Authorized Signatory 	 	Jurisdiction of Residence 
	 	 	 
	Jurisdiction of Residence 	 	  







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 17 


FORM 1B 

FORM 45-106F4 RISK ACKNOWLEDGEMENT 
Saskatchewan Close
Personal Friends and Close Business Associates 

	INSTRUCTION: 	THE PURCHASER MUST SIGN 2 COPIES OF THIS
      FORM. THE PURCHASER AND THE ISSUER MUST EACH RECEIVE A
      SIGNED COPY. 



	I acknowledge that this is a risky investment: 
	 
	-	 I am investing entirely at my own risk. 

	 	  

	-	 No securities regulatory authority has evaluated or
        endorsed the merits of these securities. 

	 	  

	-	 The person selling me these securities is not registered
        with a securities regulatory authority and has no duty to tell me whether
        this investment is suitable for me. 

	  	
	-	 I will not be able to sell these securities for 4
        months. 

	 	  

	-	 I could lose all the money I invest. 

	 	  

	-	 I do not have a 2-day right to cancel my purchase
        of these securities or the statutory rights of action for misrepresentation
        I would have if I were purchasing the securities under a prospectus. 

	  	
	I am investing $ _________ [total consideration] in total;
      this includes any amount I am obliged to pay in future. 
	
	 
	 I am a close personal friend
        or close business associate of ____________________[state name]
        who is a ___________________________[state title – founder, director,
        executive officer or control person] of Swav Enterprises Ltd. 

	 
	 I acknowledge that I am purchasing
        based on my close relationship with ________________ [state title –
        founder, director, executive officer or control person] whom I know well
        enough and for a sufficient period of time to be able to assess his/her
        capabilities and trustworthiness. 

	 
	I acknowledge that this is a risky investment and
      that I could lose all the money I invest. 
	  	  	  	  
	Date 	 	                           
    	Signature of Subscriber 
	 	 	 
	  	  	                             	Print Name
      of Subscriber 
	 	 	 	 
	SIGN 2 COPIES OF THIS DOCUMENT. KEEP ONE COPY FOR YOUR
      RECORDS. 	  


You are buying Exempt Market Securities 

They are called exempt market securities because two
parts of securities law do not apply to them. If an issuer wants to sell
exempt market securities to you: 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 17 


	
  the issuer does not have to give you a prospectus (a document that
  describes the investment in detail and gives you some legal protections), and
  

  
	
  the securities do not have to be sold by an investment dealer registered
  with a securities regulatory authority. 



There are restrictions on your ability to resell exempt
market securities. Exempt market securities are more risky than other
securities. 

You may not receive any written information about the issuer
or its business 

If you have any questions about the issuer or its business, ask
for written clarification before you purchase the securities. You should consult
your own professional advisers before investing in the securities. 

You will not receive advice 

Unless you consult your own professional advisers, you will not
get professional advice about whether the investment is suitable for you. 

The securities you are buying are not listed 

The securities you are buying are not listed on any stock
exchange, and they may never be listed. There may be no market for these
securities. You may never be able to sell these securities. 

For more information on the exempt market, refer to the
Saskatchewan Financial Services Commission's website at
http://www.sfsc.gov.sk.ca. 

* * * * * * * 

	INSTRUCTION: 	
      THE PURCHASER MUST SIGN 2 COPIES OF THIS FORM.
      THE PURCHASER AND THE ISSUER MUST EACH RECEIVE A SIGNED
      COPY.  

	 







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 11 of 17 


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 11 to 17 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 4) 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 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 11 to 17;

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

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

	 	 	 
	 	(k) 	
      “Regulatory Authorities” means the
    Commissions;

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

	 	 	 
	 	(m) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 3 to 4, the General Provisions on pages 11 to 17
      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 12 of 17 


2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND
WARRANTIES OF PURCHASER 

2.1 Acknowledgements concerning offering 

The Purchaser acknowledges that: 

	 	(w) 	
      none of the Shares have been registered under the 1933
      Act, or under any state securities or "blue sky" laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or, directly or indirectly, to U.S. Persons, 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;

	 	 	 
	 	(x) 	
      the Purchaser acknowledges that the Issuer has not
      undertaken, and will have no obligation, to register any of the Shares
      under the 1933 Act;

	 	 	 
	 	(y) 	
      the decision to execute this Agreement and acquire the
      Shares hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Issuer;

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

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

	 	 	 
	 	(bb) 	
      there are risks associated with an investment in the
      Shares;

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

	 	 	 
	 	(dd) 	
      the Purchaser and the Purchaser's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer in connection with the distribution of the Shares 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 Issuer;

	 	 	 
	 	(ee) 	
      the books and records of the Issuer 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 Shares hereunder have been made
      available for inspection by the Purchaser, the Purchaser's lawyer and/or
      advisor(s);

	 	 	 
	 	(ff) 	
      the Purchaser will indemnify and hold harmless the Issuer
      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) 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 Issuer 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 Issuer in
      connection therewith;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 13 of 17 



	 	(gg) 	
      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;

	 	 	 	 
	 	(hh) 	
      the Issuer will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;

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

	 	 	 	 
	 	(jj) 	
      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 Shares and with respect to applicable resale
      restrictions, and it is solely responsible (and the Issuer 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;

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

	 	 	 	 
	 	(ll) 	
      By executing and delivering this Agreement, each
      Subscriber will have directed the Issuer 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 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;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 14 of 17 



	 	(d) 	
      the Purchaser is not acquiring the Shares 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 Shares 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 Shares 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 Shares
      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 Shares 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 Issuer, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Shares;

	 	 	 
	 	(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 Shares as a result of, and will not itself engage in, any
      "directed selling efforts" (as defined in Regulation S under the 1933 Act)
      in the United States in respect of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of the Shares; provided, however, that the Purchaser
      may sell or otherwise dispose of the Shares pursuant to registration of
      the Shares 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
      Shares have been registered under the 1933 Act, or under any state
      securities or "blue sky" laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933
      Act;

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








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 15 of 17 



	 	(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 Issuer will
      refuse to register any transfer of the Shares not made in accordance with
      the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;

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

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

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

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

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

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the Issuer
      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 11 to 17 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 11 to 17 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 Shares which will
not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the 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. 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 16 of 17 


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. 

5.7 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. 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 17 of 17 


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

End of General Provisions 

End of Subscription Agreement