Filed by Automated Filing Services Inc. (604) 609-0244 - Kirkland Lake Gold Inc. - Exhibit 4.27






The securities to which this agreement relate have not been
registered under the United States Securities Act of 1933,
as amended, or any state securities laws, and such securities may not be offered
or resold in the United States of America or to U.S. Persons (as defined herein)
without registration under such Act and any applicable state securities laws,
unless an exemption from registration is available.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT – UNITS
(v.2 - UK) 

To: KIRKLAND LAKE GOLD INC. (the “Company”) 

Re:        Purchase of
securities of the Company

Details of Subscription: The undersigned (the “Subscriber”)
  hereby irrevocably subscribes for and agrees to purchase from the Company, on
  the terms and conditions set forth herein and in the attached schedules, that
  number of units of the Company (“Units”) set out below at a
  price of CDN$ 9.20 per Unit. Each Unit shall consist of one common share of
  the Company (a “Share”) and one-half of one common share purchase
  warrant (each whole warrant being a “Warrant”). Each Warrant
  shall entitle the Subscriber to purchase one Share for a period of 12 months
  at a price of CDN$ 10.50 per Share. The Units subscribed for in this
  Agreement form part of a larger private placement (the “Private Placement”)
  of an aggregate of up to 1,793,478 Units.

	Number to be purchased: 	_______________________________________________________Units
    
	 	 
	Total Subscription Price: 	CDN$ __________________________________________________
	(CDN$ 4.00 per Unit) 	              
      (The minimum is CDN$ 150,000 unless the Subscriber is an
	  	              
      accredited investor or a close personal friend, close business
	  	              
      associate or relative of or is a director or executiveofficer of the 
	  	             
       Company or is resident outside of North America) 
	 	 
	Name of Subscriber: 	_______________________________________________________
    
	  	  
	Address: 	_______________________________________________________
		(Street Address) 
	 	 
	 	_______________________________________________________
	  	(City and Province or State) 
	 	 
	 	_______________________________________________________
	  	(Country and Postal or Zip Code) 
	 	 
	 	_______________________________________________________
	  	(Telephone Number) 
	 	 
	 	_______________________________________________________
		(e-mail Address) 









-2-

If the Subscriber is purchasing as an agent and is not
  purchasing the Units for its own account or one or more accounts that are fully
  managed by it but is purchasing them on behalf of certain principals for which
  it is acting as agent, then each such principal is described below:


  	Name:      _____________________________________	Name:      ______________________________________
	 	 
	Address: _____________________________________	Address: ______________________________________
	                 
         (Street Address) 	               
           (Street Address) 
	 
      	  
	           
             _____________________________________	                 
        ______________________________________
	                 
         (City and Province / State) 	               
           (City and Province / State) 
	 	 
	                 
        _____________________________________	                 
        ______________________________________ 
	                 
         (Country and Postal / Zip Code) 	               
           (Country and Postal / Zip Code) 


  




  	Complete the following registration
        and delivery instructions, if applicable. 
	Registration Instructions: 

        If the certificate(s) representing the securities are to be registered
        

        in other than the name of the Subscriber. 

        

        Name:       _____________________________________

        

        

        Address: ______________________________________

                         
        (Street Address) 

                         
        _____________________________________

        

                         
        _____________________________________

                         
        (City and Province / State) 

        

                         
        _____________________________________

                         
        (Country and Postal / Zip Code) 

        

        
	Delivery Instructions: 

        If the certificate(s) representing the securities are to be delivered
        to someone other than the Subscriber. 

        

        Name:      _____________________________________

        

        Contact Name: _________________________________

        

        Telephone No.: _________________________________

        

        Address: ______________________________________

                         
        (Street Address) 

                         
        _____________________________________

        

                         
        _____________________________________

                         
        (City and Province / State) 

        

                         
        _____________________________________

                         
        (Country and Postal / Zip Code) 





  
    IN WITNESS WHEREOF the Subscriber has executed,
      or caused its duly authorized representative to execute, this Agreement
      as of the ______ day of  ______________________, 2006 

  

  
    	 ________________________________________________	 _____________________________________________
	Signature of Subscriber (if an individual) 	Name of Subscriber (if not an individual) 
	 	 
	           
               _____________________________________	Per:          
          ______________________________________
	                 
          Name of Subscriber (if an individual) 	               
           (signature of authorized representative) 
	 	 
	 	                 
          ______________________________________ 
	 	               
            Name & Title of Authorized Representative 


  

   






-3-

Subscribers must also complete and sign

	
  Schedule I (Accredited Investor Confirmation), if the Subscriber is an
  accredited investor resident in Canada 

  
	
  Schedule II (Confirmation of Relationship – British Columbia &
  Alberta), if the Subscriber is not an accredited investor, but is a
  director, executive officer, control person or founder of the Company
  or a close personal friend, close business associate, spouse, parent,
  grandparent, sibling or child (or a parent, grandparent, sibling or child
  of a spouse) of a director, executive officer, control person or
  founder of the Company and is resident in British Columbia or
  Alberta 

  
	
  Schedule III (Confirmation of Relationship – Ontario), if the Subscriber
  is not an accredited investor, but is a founder or control person of
  the Company or a spouse, parent, grandparent, sibling or child of an
  executive officer, director or founder of the Company and is resident
  in Ontario 

  
	
  Schedule IV (Confirmation by US Subscribers), if the Subscriber is
  resident in the United States of America 



ACCEPTANCE

The foregoing is accepted and agreed to as of the ___________day
  of _________________________________, 2005 

KIRKLAND LAKE GOLD INC.

  

Per:  ______________________________

           Authorized Signatory




SCHEDULE I

ACCREDITED INVESTOR CONFIRMATION

( For accredited investors resident in Canada)

The Subscriber represents and warrants to the Company that the
Subscriber has read the following definition of an “accredited investor”
from National Instrument 45-106 Prospectus and Registration Exemptions
and certifies that the Subscriber is an accredited investor by virtue of falling
into one or more of the categories indicated below: 

(initial as applicable)

	_______	(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 registered 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
        and 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) 	 any national, federal, state, provincial, territorial
        or municipal government of or in any foreign jurisdiction, or any 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 jointly 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 CDN$ 1,000,000;








I - 2

	_______	(k) 	 an individual whose net income before taxes
        exceeded CDN$ 200,000 in each of the two most recent calendar years or
        whose net income before taxes combined with that of a spouse exceeded
        CDN$ 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;

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

	 	 	 	 
	_______	(m) 	 a person, other than an individual
        or investment fund, that has net assets of at least CDN$ 5,000,000
        as shown on its most recently prepared financial statements;

	 	 	 	 
	_______	(n) 	 an investment fund that distributes
        or has distributed its securities only to persons that

	 	 	 	 
			(i) 	 are or were accredited investors at the time
        of the distribution,

	 	 	 	 
			(ii) 	 acquire or have acquired as principal securities of
        a single issuer for a purchase price of not less than $150,000 paid in
        cash at the time of purchase, or in the circumstances referred to in section
        2.19 Additional Investment in Investment Funds, or

	 	 	 	 
			(iii) 	 a person described in (i) or (ii) that acquires
        or acquired securities under section 2.18 Investment Fund Reinvestment;

	 	 	 	 
	_______	(o) 	 an investment fund that distributes
        or has distributed its securities under a prospectus in a jurisdiction
        in 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 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 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 in Ontario, is purchasing a security that is not a security
        on 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) and paragraph (i) in form and function;








I - 3

	_______	(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

	 	 	 	 
			(i) 	 an accredited investor; or

	 	 	 	 
			(ii) 	 an exempt purchaser in Alberta or British Columbia.



For the purposes of the foregoing terms in bold, the
following definitions apply: 

“bank” means a bank named in Schedule I or II of the
Bank Act (Canada). 

“Canadian financial institution” means 

	(a) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 
	(b) 	
      a bank, loan corporation, trust company, trust
      corporation, insurance company, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of
Canada.



“control person” means any person that holds or
is one of a combination of persons, acting in concert by virtue of an
agreement, arrangement, commitment or understanding, that holds 

	(a) 	
      a sufficient number of any of the securities of an issuer
      so as to affect materially the control of the issuer, or

	 	 
	(b) 	
      more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of the
  issuer.



“director” means

	(a) 	
      a member of the board of directors of a company or
      an individual who performs similar functions for a company,
    and

	 	 
	(b) 	
      with respect to a person that is not a
      company, an individual who performs functions similar to those of a
      director of a company.



“eligibility adviser” means




I - 4

	(a) 	
      a person that is registered as an investment
      dealer or in an equivalent category of registration under the securities
      legislation of the jurisdiction of a purchaser and authorized to give
      advice with respect to the type of security being distributed,
  and

	 	 	 
	(b) 	
      in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not

	 	 	 
		(i) 	
      have a professional, business or personal relationship
      with the issuer, or any of its directors, executive
      officers, founders, or control persons, and

	 	 	 
		(ii) 	
      have acted for or been retained personally or otherwise
      as an employee, executive officer, director, associate or
      partner of a person that has acted for or been retained by the
      issuer or any of its directors, executive officers,
      founders or control persons within the previous 12
      months.



“executive officer” means, for an issuer, an individual
who is

	(a) 	
      a chair, vice-chair or president,

	 	 
	(b) 	
      a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,

	 	 
	(c) 	
      an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or

	 	 
	(d) 	
      performing a policy-making function in respect of the
      issuer;



“financial assets” means 

	(a) 	
      cash,

	 	 
	(b) 	
      securities, or

	 	 
	(c) 	
      a contract of insurance, deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation.



“founder” means, in respect of an issuer, a person
who,

	(a) 	
      acting alone, in conjunction, or in concert with one or
      more persons, directly or indirectly, takes the initiative in
      founding, organizing or substantially reorganizing the business of the
      issuer, and

	 	 
	(b) 	
      at the time of the trade is actively involved in the
      business of the issuer;



“fully managed account” means an account for which a
person makes the investment decisions if that person has full
discretion to trade in securities for the account without requiring the client’s
express consent to a transaction.




I - 5

“investment fund” means a mutual fund or a
non-redeemable investment fund, and, for greater certainty in British Columbia,
includes an Employee Venture Capital Corporation and a Venture Capital
Corporation; 

“non-redeemable investment fund” means an issuer:

	(a) 	
      whose primary purpose is to invest money provided by its
      securityholders;

	 	 	 
	(b) 	
      that does not invest for the purpose of

	 	 	 
		(i) 	
      exercising or seeking to exercise effective control of an
      issuer other than an issuer which is a mutual fund or a non-redeemable
      investment fund, or

	 	 	 
		(ii) 	
      being actively involved in the management of any issuer
      in which it invests, other than an issuer that is a mutual fund or a
      non-redeemable investment fund, and

	 	 	 
	(c) 	
      that is not a mutual fund.



“person” includes 

	(a) 	
      an individual,

	 	 
	(b) 	
      a corporation,

	 	 
	(c) 	
      a partnership, trust, fund, and an association,
      syndicate, or other organized group of persons, whether incorporated or
      not, and

	 	 
	(d) 	
      an individual or other person in that person’s
      capacity as a trustee, executor, administrator or personal or other
      legal representative.



“related liabilities” means liabilities incurred or
assumed for the purpose of financing the acquisition or ownership of
financial assets and liabilities that are secured by financial
assets.

“Schedule III bank” means an authorized foreign bank
named in Schedule III of the Bank Act (Canada);

“spouse” means an individual who 

	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual,

	 	 
	(b) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or

	 	 
	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta).



“subsidiary” means an issuer that is controlled directly
or indirectly by another issuer and includes a subsidiary of that
subsidiary.




I - 6

In National Instrument 45-106 

	(a) 	
      an issuer is considered to be an “affiliate” of
      another issuer if one of them is the subsidiary of the other, or
      each of them is controlled by the same person.

	 	 	 
	(b) 	
      a person (the “first person”) is considered to
      “control” another person (the “second person”) if

	 	 	 
		(i) 	
      the first person, directly or indirectly, beneficially
      owns or exercises control or direction over securities of the second
      person carrying votes which, if exercised, would entitle the first person
      to elect a majority of the directors of the second person, unless that
      first person holds the voting securities only to secure an
    obligation,

	 	 	 
		(ii) 	
      the second person is a partnership, other than a limited
      partnership, and the first person holds more than 50% of the interests of
      the partnership, or

	 	 	 
		(iii) 	
      the second person is a limited partnership and the
      general partner of the limited partnership is the first
  person.



The foregoing representations and warranties are true an
accurate as of the date of this certificate and will be true and accurate as of
Closing. If any such representations and warranties shall not be true and
accurate prior to Closing, the Subscriber shall give immediate written notice of
such fact to the Company.

DATED at _________________________________on ________________________________________,
  2006

	 	 
	 	Name of Subscriber - please print 
	 	 
	 	 
	 	Authorized Signature 
	 	 
	 	 
	 	Official Capacity - please print 
	 	 
	 	 
	 	Please print name of individual whose signature
      appears above, if different from name of Subscriber printed above 









SCHEDULE II

CONFIRMATION OF RELATIONSHIP – British Columbia &
Alberta

(For Subscribers who are NOT accredited investors 
but ARE
a director, executive officer, control person or founder of the Company 
or a
close personal friend, close business associate, spouse, parent, grandparent,
sibling or child 
(or a parent, grandparent, sibling or child of a spouse) of
a director, executive officer, control 
person or founder of the Company and
are resident in British Columbia or Alberta )

The Subscriber represents and warrants to the Company that the
Subscriber has read the following definitions from National Instrument 45-106
Prospectus and Registration Exemptions and certifies that the Subscriber
has the relationship(s) to the Company or its directors, executive
officers, control persons or founders by virtue of the
Subscriber being: 

(initial one or more as applicable)

	_______	(a) 	 a director, executive officer or control
        person of the Company, or of an affiliate of the Company;

	 	 	 
	_______	(b) 	 a spouse, parent, grandparent, brother, sister
        or child of a director, executive officer or control
        person of the Company, or of an affiliate of the Company;

	 	 	 
	_______	(c) 	 a parent, grandparent, brother, sister or child of the
        spouse of a director, executive officer or control
        person of the Company, or of an affiliate of the Company;

	 	 	 
	_______	(d) 	 a close personal friend of a director,
        executive officer or control person of the Company, or of
        an affiliate of the Company;

	 	 	 
	_______	(e) 	 a close business associate of a director,
        executive officer or control person of the Company, or of
        an affiliate of the Company;

	 	 	 
	_______	(f) 	 a founder of the Company or a spouse,
        parent, grandparent, brother, sister, child, close personal friend
        or close business associate of a founder of the Company;

	 	 	 
	_______	(g) 	 a parent, grandparent, brother, sister, child of the
        spouse of a founder of the Company;

	 	 	 
	_______	(h) 	 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 (g); or

	 	 	 
	_______	(i) 	 a trust or estate of which all of the beneficiaries
        or a majority of the trustees are persons or companies described in paragraphs
        (a) to (g).



and if any of (b) through (i) is initialled, the
director, executive officer, control person or
founder is:

_______________________________________________________________________
(Print
name of director, executive officer, control person or founder)

For the purposes of the foregoing terms in bold, the
definitions in Schedule I and the following guidance apply: 




II - 2

“close business associate” is an individual who has had
sufficient prior business dealings with the director, executive
officer, founder or control person to be in a position to
assess their capabilities and trustworthiness.

An individual is not a close business associate solely because
the individual is a current or former client or customer.

The relationship between the individual and the
director, executive officer, founder or control person
must be direct. For example, the exemption is not available for a close
business associate of a close business associate of a director,
executive officer, founder or control person.

“close personal friend” is an individual, including a
family member not listed above, who has known the director, executive
officer, founder or control person for a sufficient period of
time to be in a position to assess their capabilities and trustworthiness. 

An individual is not a close personal friend solely because the
individual is a relative, a member of the same organization, association or
religious group or a current or former client or customer.

The relationship between the individual and the
director, executive officer, founder or control person
must be direct. For example, the exemption is not available for a close
personal friend of a close personal friend of the director, executive
officer, founder or control person.

The foregoing representations and warranties are true an
accurate as of the date of this certificate and will be true and accurate as of
Closing. If any such representations and warranties shall not be true and
accurate prior to Closing, the Subscriber shall give immediate written notice of
such fact to the Company.

DATED at ________________________________ on __________________________________________,
  2006

	 	 
	 	Name of Subscriber - please print 
	 	 
	 	 
	 	Authorized Signature 
	 	 
	 	 
	 	Official Capacity - please print 
	 	 
	 	 
	 	Please print name of individual whose signature
      appears above, if different from name of Subscriber printed above 









SCHEDULE III

CONFIRMATION OF RELATIONSHIP – Ontario 

(For Subscribers who are NOT accredited investors 
but ARE
a founder or control person of the Company
 or a spouse, parent, grandparent,
sibling or child of an executive officer, director or founder 
of the Company
and are resident in Ontario)

The Subscriber represents and warrants to the Company that the
Subscriber has read the following definitions from National Instrument 45-106
Prospectus and Registration Exemptions and certifies that the Subscriber
has the relationship(s) to the Company or its directors, executive
officers, control persons or founders by virtue of the
Subscriber being: 

(initial one or more as applicable)

	_______	(a) 	 a founder of the Company;

	 	 	 
	_______	(b) 	 an affiliate of a founder of the Company;

	 	 	 
	_______	(c) 	 a spouse, parent, grandparent, brother, sister
        or child of a director, executive officer or founder
        of the Company; or

	 	 	 
	_______	(d) 	 a control person of the Company.



and if (c) is initialled, the director, executive
officer or founder is:

_____________________________________________________
(Print
name of director, executive officer or founder)

For the purposes of the foregoing terms in bold, the
definitions in Schedule I apply. 

The foregoing representations and warranties are true an
accurate as of the date of this certificate and will be true and accurate as of
Closing. If any such representations and warranties shall not be true and
accurate prior to Closing, the Subscriber shall give immediate written notice of
such fact to the Company.

DATED at ________________________________ on __________________________________________,
  2006

	 	 
	 	Name of Subscriber - please print 
	 	 
	 	 
	 	Authorized Signature 
	 	 
	 	 
	 	Official Capacity - please print 
	 	 
	 	 
	 	Please print name of individual whose signature
      appears above, if different from name of Subscriber printed above 









SCHEDULE IV

CONFIRMATION BY US SUBSCRIBERS

(For Subscribers resident in the United States of
America)

The Subscriber hereby represents and warrants to the Company
that the Subscriber:

(initial as applicable)

	 _______ 
	 was not offered the
        Units and did not execute this Agreement in the United States of America
        (a “Reg S Subscriber”); 



- or -

	_______ 	 was offered the Units or executed
        this Agreement in the United States of America and is an Accredited Investor,
        as defined in Rule 501(a) of Regulation D of the Securities Act of
        1933 (United States), (a “Rule 506 Subscriber”) by
        virtue of satisfying one or more of the categories indicated below: 

	 	  

	 	 (initial as applicable)
      







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

	 	 	 	 
	 	_______ 	(b) 	 A natural person whose individual net worth, or joint
        net worth with that person’s spouse, at the date hereof exceeds US$
        1,000,000;

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

	 	 	 	 
	 	_______ 	(d) 	 A trust that (a) has total assets in excess of US$ 5,000,000,
        (b) was not formed for the specific purpose of acquiring the Offered Securities,
        and (c) is directed in its purchase of securities by a person who has
        such knowledge and experience in financial and business matters that they
        are capable of evaluating the merits and risks of an investment in the
        Units;

	 	 	 	 
	 	_______ 	(e) 	 An investment company registered under the Investment
        Corporation Act of 1940 (United States) or a business development
        company as defined in section 2(a)(48) of that Act;








IV - 2

	 	_______ 	(f) 	 Small Business Investment Corporation licensed by the
        U.S. Small Business Administration under section 301(c) or (d) of theSmall
        Business Investment Act of 1958 (United States);

	 	 	 	 
	 	_______ 	(g) 	 A private business development company as defined in
        section 202(a)(22) of the Investment Advisors Acts of 1940 (United
        States); or

	 	 	 	 
	 	_______ 	(h) 	 An entity in which all of the equity owners satisfy
        the requirements of one or more of the foregoing categories.



DATED at ________________________________ on __________________________________________,
  2006

	 	 
	 	Name of Subscriber - please print 
	 	 
	 	 
	 	Authorized Signature 
	 	 
	 	 
	 	Official Capacity - please print 
	 	 
	 	 
	 	Please print name of individual whose signature
      appears above, if different from name of Subscriber printed above 









SCHEDULE V

TERMS & CONDITIONS

1.      Description of
Securities

The securities subscribed for hereunder are units
(“Units”), each Unit consisting of one common share of the Company
(collectively the “Shares”) and one-half of one common share purchase
warrant (each whole warrant being a “Warrant” and collectively the
“Warrants”). Each Warrant shall entitle the holder thereof to purchase
one common share of the Company (collectively the “Warrant Shares”), as
presently constituted, during the period and for the price described on the
first page of this Agreement. The foregoing description of the Warrants is a
summary only and is subject to the detailed provisions of the certificates
representing the Warrants. The Units, Shares, Warrants and Warrant Shares are
herein collectively referred to as the “Securities”.

The Securities will be subject to a restricted resale (hold)
period imposed by National Instrument 45-102 Resale of
Securities of the Canadian Securities Administrators (the
“Resale Instrument”) during which they may be resold in
Canada only in compliance with the Resale Instrument. Such restricted resale
period will expire at 11:59 p.m. on the four month anniversary of the Closing
Date (as defined in paragraph 4). Subscribers are advised to consult their own
legal advisers in connection with any applicable resale restrictions. 

2.      Payment of
Subscription Amount

The total Subscription Amount set out on the first page of this
Private Placement Subscription Agreement (the “Agreement”) must be paid,
on or before the Closing Date, by money order, certified cheque, bank draft or
wire transfer payable to the Company’s legal counsel, Northwest Law Group, in
trust, (Attention: Michael F. Provenzano). Such aggregate Subscription Amount
shall be allocated to the Shares and Warrants on the basis of CDN$ 0.01 to all
of the Warrants and the balance to the Shares.

3.      Documents
Required

The Subscriber must complete, sign and deliver to the Company’s
legal counsel, Northwest Law Group (Attention: Michael F. Provenzano), at the
address set out in paragraph 4, an executed copy of this Agreement together with
the following Schedules to this Agreement:

	 	(a) 	
      Schedule I, Accredited Investor Confirmation, if the
      Subscriber is an accredited investor resident in Canada;

	 	 	 
	 	(b) 	
      Schedule II, Confirmation of Relationship – British
      Columbia & Alberta, if the Subscriber is not an accredited investor
      but is a director, executive officer, control person or founder of the
      Company or a close personal friend, close business associate, spouse,
      parent, grandparent, sibling or child (or a parent, grandparent, sibling
      or child of a spouse) of a director, executive officer, control person or
      founder of the Company and is resident in British Columbia or
    Alberta;

	 	 	 
	 	(c) 	
      Schedule III, Confirmation of Relationship – Ontario, if
      the Subscriber is not an accredited investor but is a founder or control
      person of the Company or a spouse, parent, grandparent, sibling or child
      of a director, executive officer or founder of the Company and is resident
      in Ontario; and







V - 2

	 	(d) 	
      Schedule IV, Confirmation by US Subscribers, if the
      Subscriber is resident in the United States of
America.



The Subscriber must complete, sign and deliver to the Company’s
legal counsel, Northwest Law Group (Attention: Michael F. Provenzano), as soon
as possible after being requested therefor and within any applicable time
limits, such further documents, questionnaires, notices and undertakings as may
be required by regulatory authorities, stock exchanges and applicable law and
will assist the Company with the preparation and filing thereof.

4.     
Closing

Delivery of and payment for the Units (the “Closing”)
will be completed at the offices of the Company’s legal counsel: 

Northwest Law Group 
Barristers
& Solicitors
Suite 1880, Royal Centre 
1055 West Georgia Street

Vancouver, British Columbia

at 10:00 a.m. (Vancouver time) on the second business day (the
“Closing Date”) after the later of that day on which the Toronto Stock
Exchange (the “Exchange”) has given its approval to the Private Placement
and the Company has received sufficient subscriptions to complete the first, or
a subsequent, tranche of the Private Placement. 

On the Closing Date, certificates representing the Shares and
Warrants will be sent to the Subscriber against payment to the Company of the
total Subscription Amount in Canadian funds for the Units.

5.      Acknowledgements
of Subscriber

The Subscriber acknowledges that:

	 	(a) 	
      the Units are being offered for sale only on a ‘private
      placement’ basis and the Company has advised the Subscriber that the
      Company is relying on exemptions (and such sales are conditional upon the
      existence of such exemptions or the receipt of such orders, consents and
      approvals as are necessary to make such sales exempt) from the
      requirements to provide the Subscriber with a prospectus or offering
      memorandum and to sell securities through a person registered to sell
      securities under the Securities Act (British Columbia),
      Securities Act (Alberta) and Securities Act (Ontario)
      (together with the respective rules, policies, instruments and orders
      thereunder, the “BC Act”, “Alberta Act” and “Ontario
      Act”, respectively), as the case may be, and, as a consequence of
      acquiring securities pursuant to these exemptions

	 	 	 	 
	 		(i) 	
      certain protections, rights and remedies provided by such
      securities legislation, including statutory rights of rescission or
      damages, will not be available to the Subscriber,

	 	 	 	 
	 		(ii) 	
      information that would otherwise be provided to the
      Subscriber under such securities legislation will not be provided to it,
      and







V - 3

	 	(iii) 	
      the Company is relieved from various obligations under
      such securities legislation that would otherwise apply to
  it;




	 	(b) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 	 
	 	(c) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 	 
	 	(d) 	
      there are risks associated with the purchase of the
      Securities;

	 	 	 	 
	 	(e) 	
      there are restrictions on the Subscriber’s ability to
      resell the Securities and

	 	 	 	 
	 		(i) 	
      it is the responsibility of the Subscriber to find out
      what those restrictions are and to comply with them before selling the
      Securities,

	 	 	 	 
	 		(ii) 	
      it may not be possible to liquidate the Subscriber’s
      investment readily in case of any emergency, and

	 	 	 	 
	 		(iii) 	
      pursuant to the Resale Instrument, the Securities will be
      subject to restrictions on transfer for a period of four months from the
      Closing Date in Canada and legends will be placed upon the certificates
      representing the Securities to the effect that the securities represented
      thereby are subject to a hold or restricted resale period and may not be
      traded until the expiry thereof except as permitted under the Resale
      Instrument, the policies of the Exchange and any other applicable
      securities legislation, rules or policies;

	 	 	 	 
	 	(f) 	
      it is solely responsible for obtaining such legal, tax
      and other advice as is appropriate in connection with the execution,
      delivery and performance of this Agreement and the transactions
      contemplated hereunder and the Company’s counsel, Michael Provenzano, of
      Northwest Law Group is acting solely for the Company in connection with
      the Private Placement and the Subscriber may not rely upon such counsel in
      any respect;

	 	 	 	 
	 	(g) 	
      its decision to execute this Agreement and acquire the
      Units has not been based on any oral or written representation made by or
      on behalf of the Company or any finder (a “Finder”) who might have
      introduced the Subscriber to the Company and the Company has not provided
      any offering memorandum, prospectus, disclosure statement or registration
      statement to the Subscriber but such decision is based entirely upon the
      Subscriber’s review of information which has been filed by the Company
      with the various Canadian securities commissions under applicable
      securities legislation and the Exchange (the “Public Record”),
      including the Company’s most recent audited annual and unaudited interim
      financial statements (collectively the “Financial Statements”), and
      the Subscriber’s knowledge of the Company’s affairs, and the Subscriber
      has had the opportunity to ask questions of the Company and its advisors
      regarding the Company and its business and financial condition and, as a
      result of all of the foregoing, the Subscriber believes that it has
      received all the information which it considers necessary for deciding
      whether to invest in the Units;

	 	 	 	 
	 	(h) 	
      although a Finder may have introduced the Subscriber to
      the Company, the Subscriber and the Company acknowledge and agree with,
      and for the benefit of, the Finder (such







V - 4

acknowledgements and agreements to
survive the Closing) that the Finder and its directors, officers, employees,
agents and representatives 

	 	(i) 	
      have no responsibility or liability of any nature
      whatsoever for the accuracy or adequacy of the information contained in
      this Agreement, the Public Record or any other publicly available
      information concerning the Company or as to whether all information
      concerning the Company required to be disclosed by it has generally been
      disclosed,

	 	 	 
	 	(ii) 	
      have not engaged in any independent investigation or
      verification with respect to this subscription or any such information,
      and

	 	 	 
	 	(iii) 	
      are released from any claims that may arise in respect of
      this Agreement, except those arising from their wilful act or
      negligence;




	 	(i) 	
      the Company is entitled to rely on the statements and
      answers of the Subscriber contained in this Agreement and in the Schedules
      to this Agreement and the Subscriber will hold the Company and any Finder
      harmless from any loss or damage they may suffer as a result of the
      Subscriber’s failure to correctly complete this Agreement and such
      Schedules;

	 	 	 
	 	(j) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company, it has been entered into by
      the Subscriber for valuable consideration and may not be revoked or
      withdrawn by the Subscriber and it is not assignable by the Subscriber
      without the written consent of the Company which consent may be
      unreasonably withheld;

	 	 	 
	 	(k) 	
      the Securities have not been and will not be registered
      under the United States Securities Act of 1933, as amended (the
      “1933 Act”) or under any state securities or ‘blue sky’ laws, and
      the Company has no obligation or present intention of filing a
      registration statement under the 1933 Act in respect of the
    Securities;

	 	 	 
	 	(l) 	
      if the Subscriber is either a Rule 506 Subscriber or a
      Reg S Subscriber, the sale of the Units is being made in reliance on
      private placement exemptions pursuant to Rule 506 of the 1933 Act or Rule
      903 of Regulation S of the 1933 Act, respectively;

	 	 	 
	 	(m) 	
      the Securities will be ‘restricted securities’ under the
      1933 Act since they are being acquired from the Company in a transaction
      not involving a public offering and, therefore, cannot be offered or sold
      in the United States of America without registration under the 1933 Act
      and the securities laws of all applicable states of the United States of
      America, unless an exemption from registration is available or
      registration is not required pursuant to Regulation S under the 1933
      Act;

	 	 	 
	 	(n) 	
      if the Subscriber is either a Rule 506 Subscriber or a
      Reg S Subscriber, the certificates representing any of the Shares and
      Warrant Shares (and all certificates issued in exchange therefor or in
      substitution thereof) shall bear, upon the issuance thereof, and unless
      and until such time as the same is no longer required under the applicable
      requirements of the 1933 Act or applicable state securities laws and
      regulations of the United States of America, on the face of such
      certificates, the following legend:







V - 5


  
    
      
        
          “THE SECURITIES EVIDENCED BY THIS CERTIFICATE
            HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
            OF 1933, AS AMENDED, (THE “1933 ACT”) OR ANY APPLICABLE
            STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
            ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF
            WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
            APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION,
            OR (B) AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
            THE 1933 ACT.”

        

      

    

  



	 	(o) 	
      if the Subscriber is either a Rule 506 Subscriber or a
      Reg S Subscriber, the Warrants may only be exercised in circumstances
      where there is an exemption from the registration requirements of the 1933
      Act available and applicable state securities laws of the United States of
      America and upon the original issue of the Warrants each certificate
      representing the Warrants and all certificates issued in exchange therefor
      or in substitution or transfer thereof, shall bear the following
      legend:




  
    
      
        
          “THESE WARRANTS AND THE SECURITIES ISSUABLE
            UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE
            UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
            ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS
            MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON WITHIN
            THE UNITED STATES UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE
            STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
            IS AVAILABLE. AS USED HEREIN, THE TERMS ‘UNITED STATES’
            AND ‘U.S. PERSON’ HAVE THE MEANINGS ASSIGNED TO THEM IN
            REGULATION S UNDER THE 1933 ACT.”

        

      

    

  



	 	(p) 	
      the Financial Statements have been prepared in accordance
      with Canadian generally accepted accounting principles, which differ in
      some respects from United States generally accepted accounting principles,
      and thus may not be comparable to financial statements of United States
      companies; and

	 	 	 
	 	(q) 	
      pending the approval of the Private Placement by all
      securities regulatory authorities having jurisdiction and the Closing, the
      Subscription Funds shall be held in trust by the Company’s legal counsel,
      Northwest Law Group. Any interest income from the Subscription Funds shall
      be for the account of the Company regardless of whether the Private
      Placement is approved by such regulatory authorities. Should such
      regulatory authorities not approve the Private Placement the Subscription
      Funds shall be repaid to the Subscriber on demand without interest or
      deduction.



6.      Representations,
Warranties and Covenants of the Subscriber




V - 6

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

	 	(a) 	
      if the Subscriber is purchasing the Units as principal
      for its own account, it is

	 	 	 	 
	 		(i) 	
      purchasing such securities for investment only and not
      for the benefit of any other person or for resale, distribution or other
      disposition of the Securities; and

	 	 	 	 
	 		(ii) 	
      purchasing a sufficient number of Securities that the
      aggregate acquisition cost is not less than CDN$ 150,000; or

	 	 	 	 
	 		(iii) 	
      an ‘accredited investor’ as evidenced on the completed
      Schedule I, Accredited Investor Confirmation, delivered with this
      Agreement; or



British Columbia & Alberta
Subscribers

	 	(iv) 	
      resident in British Columbia or Alberta and is a
      director, executive officer, control person or founder of the Company or a
      close personal friend, close business associate, spouse, parent,
      grandparent, sibling or child (or a parent, grandparent, sibling or child
      of a spouse) of a director, executive officer, control person or founder
      of the Company resident in British Columbia or Alberta as evidenced on the
      completed Schedule II, Confirmation of Relationship – British Columbia
      & Alberta, delivered with this Agreement.



-or-

Ontario Subscribers

	 	(v) 	
      resident in Ontario and is a founder or control person of
      the Company or a spouse, parent, grandparent, sibling or child of a
      director, executive officer or founder of the Company resident in Ontario
      as evidenced on the completed Schedule III, Confirmation of Relationship –
      Ontario, delivered with this Agreement.



-or-

United States
Subscribers

	 	(vi) 	
      resident in the United States of America, or is otherwise
      subject to the securities laws thereof;

	 	 	 
	 	(vii) 	
      an Accredited Investor as set out in the completed
      Schedule V, Confirmation by US Subscribers, delivered with this Agreement,
      if the Subscriber is a Rule 506 Subscriber;

	 	 	 
	 	(viii) 	
      not a party to any contract, undertaking, agreement or
      arrangement with any person to sell, transfer or pledge to such person, or
      anyone else, the Securities, or any part thereof, or any interest therein
      and the Subscriber has no present plans to enter into any such contract,
      undertaking, agreement or arrangement;







V - 7

	 	(ix) 	
      not planning to offer, sell or otherwise transfer any of
      the Securities, and, if it does, it will not offer, sell or otherwise
      transfer any of the Securities, directly or indirectly, unless the sale
      is:

	 	 	 	 
	 		(A) 	
      to the Company;

	 	 	 	 
	 		(B) 	
      made outside the United States in a transaction meeting
      the requirements of Rule 904 of Regulation S under the 1933 Act (or such
      rule or regulation promulgated by the Securities and Exchange Commission
      of the United States of America as is then in effect) and in compliance
      with applicable local laws and regulations; or

	 	 	 	 
	 		(C) 	
      made in a transaction that does not require registration
      under the 1933 Act or any applicable United States state securities laws
      and regulations governing the offer and sale of securities and the
      Subscriber has furnished to the Company, prior to such sale, an opinion of
      counsel of recognized standing reasonably satisfactory to the Company
      confirming the compliance of such sale with the 1933 Act and applicable
      state securities laws of the United States of America;

	 	 	 	 
	 	(x) 	
      not engaging and will not engage in any ‘directed selling
      efforts’ (as defined in Regulation S of the 1933 Act) in the United States
      of America in respect of the resale of the Securities, which includes 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 Securities; and

	 	 	 	 
	 	(xi) 	
      not subscribing for the Units as a result of any form of
      ‘general solicitation’ or ‘general advertising’ (as those terms are used
      in Regulation D under the 1933 Act), including advertisements, articles,
      notices or other communications published in any newspaper, magazine or
      similar media or broadcast over radio or television, or other form of
      telecommunications, including electronic display, or any seminar or
      meeting whose attendees have been invited by general solicitation or
      general advertising.



- or -

United Kingdom
Subscribers

	 	(xii) 	
      resident in the United Kingdom;

	 	 	 
	 	(xiii) 	
      a member of one of the categories of applicable English
      law in respect of which stamp duty or stamp duty reserve tax is not
      payable;

	 	 	 
	 	(xiv) 	
      not subscribing for the Units as nominee or agent of, and
      is not itself, a person who is or may be liable to notify and account for
      stamp duty or stamp duty reserve tax at any of the increased rates
      referred to in sections 67 to 72 inclusive and sections 93 to 97A
      inclusive of the Finance Act 1986 (Depositary Receipts and Clearance
      Services) and, in the event of any breach of this
  representation







V - 8

	 		
      and warranty, neither the Company nor any Finder will
      have any liability to the Subscriber or other persons in respect of such
      duty or tax;

	 	 	 
	 	(xv) 	
      of the kind of investor described in section 86(7) of the
      Financial Services and Markets Act 2000 (the “FSMA”) and
      falls within one or more of the categories of investors set out in Article
      19 (Investment Professionals) or Article 49 (high net worth companies,
      unincorporated associations, etc.) of the Financial Services and
      Markets Act 2000 (Financial Promotion) Order 2005 or are a person
      otherwise lawfully authorized to receive such financial
  promotions;

	 	 	 
	 	(xvi) 	
      purchasing the Units for investment only and will not
      make any offer to the public thereof as described in Schedule 11 to the
      FSMA;

	 	 	 
	 	(xvii) 	
      aware any Finder is not acting for the Subscriber and it
      does not expect the Finder to have any duties or responsibilities towards
      Subscriber for providing the protections afforded to customers or clients
      under the Conduct of Business Source Book of the Financial Services
      Authority (“FSA”) or advising the Subscriber with regard to the
      Private Placement, and the Subscriber is not, and will not be, a customer
      or client of the Finder as defined by the FSA Conduct of Business
      Sourcebook and the Finder will not treat any payment by the Subscriber
      pursuant to this Agreement as client money governed by the FSA

	 	 	 
	 		
      Conduct of Business Source Book; and

	 	 	 
	 	(xviii) 	
      aware of its obligations under the Criminal Justice
      Act 1993 and, in connection with money laundering, under the Money
      Laundering Regulations 2003, the Proceeds of Crime Act 2003 and
      the Money Laundering Sourcebook of the Rules of the FSA (collectively, the
      “Regulations”) and it has identified its clients in accordance with
      the Regulations and complied with its obligations pursuant to the
      Regulations.



-or-

Other Subscribers

	 	(xix) 	
      resident in a jurisdiction other than any of the
      foregoing, as set out on the first page of this
  Agreement.




	 	(b) 	
      if it is not purchasing the Units for its own account but
      for one or more accounts that permit the Subscriber to purchase securities
      on behalf of such accounts in the Subscriber’s sole discretion without
      reference to, or specific instructions regarding such investment from, the
      holders of such accounts (commonly called ‘fully managed’ accounts), the
      Subscriber is duly authorized to enter into this Agreement and complete
      the transactions contemplated hereby and is:

	 	 	 	 
	 		(i) 	
      a trust company or an insurance company which has
      received a business authorization under the Financial Institutions Act
      (British Columbia) or is authorized under the laws of another province
      of Canada to carry on such business in such other province and the
      Subscriber is purchasing such securities as an agent or trustee for
      accounts that are fully managed by it; or







V - 9

	 	(ii) 	
      an adviser managing the investment portfolios of clients
      through discretionary authority granted by one or more clients, and is
      either (1) registered as such an adviser under the BC Act, Alberta Act or
      the laws of another province of Canada or is exempt from such
      registration, or (2) in a jurisdiction other than Canada and, in either
      (1) or (2), is purchasing securities as an agent for accounts that are
      fully managed by it; and

	 	 	 
	 	(iii) 	
      resident in British Columbia, Alberta or Ontario and the
      aggregate acquisition cost for such securities is not less than CDN$
      150,000; or

	 	 	 
	 	(iv) 	
      resident outside of Canada and purchasing the Units in
      accordance with the laws of its jurisdiction of residence and, if that
      jurisdiction is the United Kingdom, it satisfies and makes the
      representations and warranties set out in paragraph (a) under the heading
      ‘United Kingdom Subscribers’ or the account holders are persons of the
      kind described in described in section 86(7) of the
FSMA;




	 	(c) 	
      if it is not purchasing the Units for its own account or
      one or more accounts that are ‘fully managed’ by it but is purchasing them
      on behalf of certain principals for which it is acting as agent, the
      Subscriber is duly authorized to enter into this Agreement and complete
      the transactions contemplated hereby and each such principal:

	 	 	 	 
	 		(i) 	
      is disclosed on the execution page at the beginning of
      this Subscription Agreement;

	 	 	 	 
	 		(ii) 	
      is purchasing as principal for its own account as an
      investment and not for the benefit of any other person or with a view to
      the resale, distribution or other disposition of the Securities;
  and

	 	 	 	 
	 		(iii) 	
      satisfies the conditions and makes the representations
      and warranties set out in paragraph (a), as applicable,

	 	 	 	 
	 		
      and the Subscriber acknowledges that the Company is
      required by law to disclose to certain regulatory authorities the identity
      of each such principal for whom it is acting and consents to such
      disclosure;

	 	 	 	 
	 	(d) 	
      if the Subscriber is not an individual or a corporation
      and is purchasing securities for not less than CDN$ 150,000, each member
      of the partnership, syndicate or other unincorporated organization which
      is the beneficial purchaser, or each beneficiary of the trust which is the
      beneficial purchaser, as the case may be, is an individual who has an
      aggregate acquisition cost for the Units of at least CDN$ 150,000 if
      resident in British Columbia, Alberta or Ontario;

	 	 	 	 
	 	(e) 	
      unless the subscriber is a Reg S Subscriber or Rule 506
      Subscriber, the subscriber is not a U.S. Person or a person in the United
      States and is not acquiring the Units for the account or benefit of a U.S.
      Person or a person in the United States. A ‘U.S. Person’ is defined in
      Regulation S under the 1933 Act to be any person who is

	 	 	 	 
	 		(i) 	
      any natural person resident in the United
  States,







V - 10

	 	(ii) 	
      any partnership or corporation organized or incorporated
      under the laws of the United States,

	 	 	 	 
	 	(iii) 	
      any estate of which any executor or administrator is a
      U.S. Person,

	 	 	 	 
	 	(iv) 	
      any trust of which any trustee is a U.S.
Person,

	 	 	 	 
	 	(v) 	
      any agency or branch of a foreign entity located in the
      United States,

	 	 	 	 
	 	(vi) 	
      any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporated or, if an individual, resident in the United States,
    and

	 	 	 	 
	 	(vii) 	
      any partnership or corporation if

	 	 	 	 
	 		(A) 	
      organized or incorporated under the laws of any foreign
      jurisdiction, and

	 	 	 	 
	 		(B) 	
      formed by a U.S. Person principally for the purpose of
      investing in securities not registered under the 1933 Act, unless it is
      organized or incorporated, and owned, by ‘Accredited Subscribers’ (as
      defined in Section 230.501(a) of the 1933 Act) who are not natural
      persons, estates or trusts;




	 	(f) 	
      the Subscriber is not acquiring the Units as a result of
      any information about the material affairs of the Company that is not
      generally known to the public except knowledge of this particular
      transaction;

	 	 	 
	 	(g) 	
      pursuant to the Resale Instrument and the policies of the
      Exchange the Subscriber will not transfer the Securities for a period of
      four months from the Closing Date except in compliance with the Resale
      Instrument and the policies of the Exchange and will comply with such
      notice and other requirements under applicable securities legislation upon
      disposition;

	 	 	 
	 	(h) 	
      neither the Subscriber nor any party on whose behalf it
      is acting has been created, established, formed or incorporated solely, or
      is used primarily, to acquire securities or to permit the purchase of the
      Units without a prospectus in reliance on an exemption from the prospectus
      requirements of applicable securities legislation;

	 	 	 
	 	(i) 	
      the Subscriber and any beneficial purchaser for whom it
      is acting are resident in the jurisdiction set out on the first page of
      this Agreement;

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

	 	 	 
	 	(k) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Subscriber is a corporation, it is duly
      incorporated and validly subsisting under the laws of
its







V - 11

	 		
      jurisdiction of incorporation and all necessary approvals
      by its directors, shareholders and others have been obtained to authorize
      execution of this Agreement on behalf of the Subscriber;

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

	 	 	 	 
	 	(m) 	
      this subscription by the Subscriber has not been induced
      by any representations or warranties by any person whatsoever with regard
      to the future value of the Securities;

	 	 	 	 
	 	(n) 	
      it consents to the Company giving instructions to its
      transfer agent to make a note in the transfer agent’s records and place
      restrictive legends on the certificates representing the Securities in
      order to implement the restrictions on transfer set forth in this
      Agreement;

	 	 	 	 
	 	(o) 	
      to the best of its knowledge, none of the funds the
      Subscriber is using to purchase the Units

	 	 	 	 
	 		(i) 	
      have been or will be derived from or related to any
      activity that is prohibited by, or deemed criminal under, the laws of
      Canada, United States of America, or any other jurisdiction, or

	 	 	 	 
	 		(ii) 	
      are being tendered on behalf of a person or entity who
      has not been identified to the Subscriber; and

	 	 	 	 
	 	(p) 	
      the Subscriber is an investor in securities of
      corporations in the development stage and is able to fend for itself, can
      and will bear the economic risk of its investment, understands the
      characteristics of the Securities and has such knowledge and experience in
      financial or business matters such that it is capable of evaluating the
      merits and risks of the investment in the Units.



The foregoing representations, warranties and covenants are
made by the Subscriber with the intent that they be relied upon by the Company
in determining the Subscriber’s suitability as a purchaser of the Units and are
true and correct as of the date of this Agreement and the Closing Date. The
Subscriber hereby agrees to indemnify the Company and its directors,
officers, employees, advisors, affiliates, shareholders, partners and agents
from and against all losses, claims, costs, expenses and damages or liabilities
whatsoever including, but not limited to, any fees, costs and expenses
reasonably incurred in investigating, preparing or defending against any
litigation, administrative proceeding or investigation commenced or threatened
or any claim arising out of or based upon a breach of any such representations,
warranties and covenants which it may suffer or incur as a result thereof. The
Subscriber undertakes to immediately notify the Company of any change in any
representation, warranty or other information relating to the Subscriber set
forth herein which occurs before the Closing Date.

7.      Representations,
Warranties and Covenants of the Company

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

	 	(a) 	
      the Company and its subsidiaries, if any, are valid and
      subsisting corporations duly incorporated, continued or amalgamated and in
      good standing under the laws of the







V - 12

	 		
      jurisdictions in which they are incorporated, continued
      or amalgamated with respect to all acts necessary to maintain their
      corporate existence;

	 	 	 
	 	(b) 	
      the Company and its subsidiaries, if any, are duly
      registered or licensed to carry on business in the jurisdictions in which
      they are required to be so registered or licensed to carry on business or
      own property or assets and are carrying on their business and own their
      property and assets in accordance with all applicable laws, regulations
      and other requirements, including environmental laws, regulations and
      requirements, and has not received any notice of a breach thereof which
      would have a material adverse effect on the Company, its subsidiaries or
      their business except where it is in good faith attempting to remedy such
      breach or contesting such notice;

	 	 	 
	 	(c) 	
      neither the Company nor any of its subsidiaries, if any,
      is a party to any actions, suits or proceedings which could materially
      affect its business or financial condition, and, as at the date hereof, no
      such actions, suits or proceedings have been threatened or, to the best of
      the Company’s knowledge, are pending, except as disclosed in the Public
      Record;

	 	 	 
	 	(d) 	
      the Company is the beneficial owner of the properties,
      business and assets or the interests in the properties, business and
      assets referred to in the Public Record, except as disclosed in the Public
      Record all agreements by which the Company holds an interest in a
      property, business or asset are in good standing according to their terms,
      and there has not been any breach of the applicable laws of the
      jurisdictions in which such properties, business and assets are situated
      which would have a material adverse effect on such properties, business
      and assets;

	 	 	 
	 	(e) 	
      the Public Record and the representations contained in
      this Agreement are accurate in all material respects and omit no fact, the
      omission of which would make such representation misleading in light of
      the circumstances in which such representation was made;

	 	 	 
	 	(f) 	
      the Financial Statements accurately reflect the financial
      position of the Company as at the date thereof and have been properly
      prepared in accordance with Canadian Generally Accepted Accounting
      Principles (GAAP);

	 	 	 
	 	(g) 	
      no adverse material changes in the financial position of
      the Company have taken place since the date of the latest balance sheet
      contained in the Financial Statements, except as has been publicly
      disclosed;

	 	 	 
	 	(h) 	
      the Company has properly prepared and filed all tax
      returns and all taxes payable have been paid except where the Company is
      contesting in good faith any re-assessments of its taxes payable
      thereunder;

	 	 	 
	 	(i) 	
      except as disclosed in the Public Record and for options
      granted in the ordinary course under the Company’s stock option plan,
      there are no outstanding options, warrants or other securities exercisable
      to purchase or convertible or exchangeable into common shares of the
      Company;

	 	 	 
	 	(j) 	
      the Company has complied and will comply with all
      applicable corporate and securities laws and regulations in connection
      with the offer, sale and issuance of the
Units;







V - 13

	 	(k) 	
      the sale, issuance and delivery of the Units by the
      Company does not and will not conflict with and does not and will not
      result in a breach of any of the terms, conditions or provisions of its
      constating documents or any agreement or instrument to which the Company
      is a party;

	 	 	 
	 	(l) 	
      this Agreement has been duly authorized by all necessary
      corporate action on the part of the Company and, subject to acceptance by
      the Company, constitutes a valid obligation of the Company legally binding
      upon it and enforceable in accordance with its terms;

	 	 	 
	 	(m) 	
      the sale, issuance and delivery of the Units and the
      issuance of the Warrant Shares, at the time at the time of their issue,
      will have been approved by all requisite corporate action on or before the
      Closing Date and, upon issue and delivery at the Closing, the Shares will
      be validly issued as fully paid and non-assessable and the Warrants will
      be validly issued and the certificates representing the Shares and
      Warrants will be validly delivered;

	 	 	 
	 	(n) 	
      no order ceasing or suspending trading in the Securities
      nor prohibiting sale of the Securities has been issued to and is
      outstanding against the Company or its directors, officers or promoters
      and to the best of the Company’s knowledge no investigations or
      proceedings for such purposes are pending or threatened;

	 	 	 
	 	(o) 	
      the Company is a reporting issuer under the BC Act,
      Alberta Act and Ontario Act, its common shares are listed for trading on
      the Exchange and the Company is not in default of any requirement of the
      BC Act, Alberta Act and Ontario Act or the Exchange; and

	 	 	 
	 	(p) 	
      there shall not be any consents, approvals,
      authorizations, orders or agreements of any stock exchanges, securities
      commissions or similar authorities in Canada, governmental agencies or
      regulators, courts or any other persons which may be required for the
      issuance of the Securities and the delivery of certificates representing
      the Securities to the Subscriber, not obtained and not in effect on the
      date of delivery of such certificates.



8.      Costs

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

9.      Fee to
Finder 

The Subscriber understands that any Finder: 

	 	(a) 	
      will receive from the Company, at the Closing, a fee in
      respect of the sale of Units to investors introduced to the Company by the
      Finder; and

	 	 	 
	 	(b) 	
      and its directors, officers, employees and affiliates may
      hold, from time to time, ownership positions in the Company’s
      securities.



10.     Governing
Law




V - 14

This Agreement is governed by the laws of the province of
British Columbia and the federal laws of Canada applicable herein. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorn to the
jurisdiction of the courts of the province of British Columbia.

11.     Personal
Information

The Subscriber (on its own behalf and, if applicable, on behalf
of any person for whose benefit the Subscriber is subscribing) acknowledges and
consents to the Company: 

	 	(a) 	
      collecting the Subscriber’s (and that of any person for
      whose benefit the Subscriber is subscribing) personal information for the
      purposes of completing the Subscriber’s subscription;

	 	 	 
	 	(b) 	
      retaining the personal information for as long as
      permitted or required by applicable law or business practices;
  and

	 	 	 
	 	(c) 	
      providing to various governmental and regulatory
      authorities, as may be required by applicable securities laws, stock
      exchange rules, and the rules of the Investment Dealers Association, or to
      give effect to this agreement any personal information provided by the
      Subscriber.



The Subscriber represents and warrants that it has the
authority to provide the consents and acknowledgments set out in this paragraph
on behalf of all persons for whose benefit the Subscriber is subscribing. 

If the Subscriber is resident in Ontario, it acknowledges it
has been notified by the Company: (i) of the delivery to the Ontario Securities
Commission (the “OSC”) of the Subscriber’s personal information; (ii)
that the Subscriber’s personal information is being collected indirectly by the
OSC under the authority granted to it in the securities legislation; (iii) the
Subscriber’s personal information is being collected for the purposes of the
administration and enforcement of the securities legislation of Ontario; and
(iv) the contact information of the public official in Ontario who can answer
questions about the OSC’s indirect collection of personal information is,
Administrative Assistant to the Director of Corporate Finance, Ontario
Securities Commission, Suite 1903, Box 5520 Queen Street West, Toronto, Ontario,
M5H 3S8, telephone (416) 593-8086, facsimile (416) 593-8252.

12.     Survival

This Agreement including, without limitation, the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties for a period
of one year after the Closing Date notwithstanding the completion of the
purchase of the Units by the Subscriber and any subsequent disposition by the
Subscriber of the Securities.

13.     Assignment

This Agreement is not transferable or assignable.

14.     Execution &
Delivery




V - 15

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

15.    
Severability

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

16.     Entire
Agreement

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

17.     Amendments &
Waivers

No amendment or waiver of the provisions of this Agreement
shall be effective unless in writing and signed by all of the parties hereto.


18.     Notice

Unless otherwise provided herein, any notice or other
communication to a party under this Agreement may be made, given or served by
registered mail, postage pre-paid, by telecopier or by delivery to the parties
at the addresses as set out in this Agreement. Any notice or other
communication:

	 	(a) 	
      mailed shall be deemed to have been received on the fifth
      business day following its mailing;

	 	 	 
	 	(b) 	
      telecopied shall be deemed to have been received on the
      business day following the date of transmission; and

	 	 	 
	 	(c) 	
      delivered shall be deemed to have been received on the
      date of delivery.



In the event of a postal strike or delay affecting mail
delivery, the date of receipt of any notice by mail is deemed to be extended by
the length of such strike or delay. Each party may change its address for
service at any time by providing notice in writing of such change to the other
party.

19.     Securities Regulatory
Approval

This Agreement shall be subject to the approval of all
securities regulatory authorities having jurisdiction.