Common use of Covenants, Agreements and Acknowledgments Clause in Contracts

Covenants, Agreements and Acknowledgments. 4.1 Concurrent with the execution of this Agreement, the Subscriber will fully complete Schedule "A" to this Agreement and acknowledges that the Company is relying on the Exemptions in order to complete the trade and distribution of the Securities and the Subscriber is aware of the criteria of the Exemptions to be met by the Subscriber including the representations contained in Schedule "A". 4.2 The Subscriber acknowledges and agrees that the Securities will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules and that the Company may be required to legend the certificates representing such Securities with those restrictions. This will prevent the Subscriber from reselling these Securities except in very limited circumstances. In this regard, the Subscriber acknowledges that such trade restrictions provide that the Subscriber must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before the earlier of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer in British Columbia, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber further acknowledges and agrees that it is the Subscriber's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber whether these Securities are a suitable investment. The Subscriber further acknowledges that it is investing in the Company entirely at its own risk and it may lose the entire Purchase Price.

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber will Purchaser will: (a) fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A"; and (b) fully complete and execute the TSX questionnaire appearing as Schedule "C" to this Agreement. 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Unit Shares comprising the Units, the Warrants comprising the Units and any Warrant Shares acquired on the exercise of the Warrants will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Unit Shares, Warrants and any Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Purchaser's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Unit Shares, Warrants or any Warrant Shares acquired on the earlier exercise of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Purchaser has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this paragraph 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. hold periods. 3.3 The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds. 3.4 The Corporation agrees to file a registration statement with the United States Securities and Exchange Commission, in connection with the registration of the resale of the Unit Shares and the Warrant Shares within 90 days of the Closing Date, if requested in writing (the "Notice") by all Purchasers under the Financing. If the Corporation is required to file a registration statement and does not file the registration statement within 90 days of the Notice, the Corporation will incur a penalty by reducing the exercise price of the Warrants by 15%. 3.5 The Purchaser acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Unit Shares, Warrants or Warrant Shares unless such transfer is made in accordance with regulations pursuant to, or registration under, applicable securities legislation (including the U.S. Securities Act) or pursuant to an available exemption from such registration. 3.6 The Purchaser acknowledges that the Corporation may pay a finder's fee of 10% of the gross proceeds of the Financing.

Covenants, Agreements and Acknowledgments. 4.1 Concurrent with the execution of this Agreement, the Subscriber will Purchaser will: fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A". 4.2 ; and fully complete and execute the Selling Stockholder Questionnaire appearing as Schedule "C" to this Agreement. The Subscriber Purchaser acknowledges and agrees that the Securities Unit Shares comprising the Units, the Warrants comprising the Units and any Warrant Shares acquired on the exercise of the Warrants will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Unit Shares, Warrants and any Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Purchaser's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Unit Shares, Warrants or any Warrant Shares acquired on the earlier exercise of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Purchaser has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this paragraph 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for hereinhold periods. The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds. The Purchaser acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Unit Shares, Warrants or Warrant Shares unless such transfer is 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. The Purchaser acknowledges that the Corporation may pay to finders that introduce purchasers to the Corporation a finder's fee of 8% of the gross proceeds of the Financing, payable in cash or securities of the Corporation. The Purchaser further understands that, while the Corporation has agreed to use its reasonable commercial efforts to file a Registration Statement in respect of the Purchaser's resale of the Unit Shares and the Warrant Shares, in compliance with the 1933 Act with the United States Securities and Exchange Commission on or before June 30, 2005, there can be no assurance the Corporation will be able to do so. The Purchaser also understands that he, she or it will be required to furnish certain information about the Purchaser and the Purchaser's holdings of the Corporation's shares as part of the information that will be included in the Registration Statement. Accordingly, the Purchaser agrees to complete and execute the selling stockholder questionnaire attached as Schedule "C".

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber will Purchaser will: fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A"; fully complete and execute the TSX questionnaire appearing as Schedule "C" to this Agreement; and fully complete and execute the Selling Stockholder Questionnaire appearing as Schedule "D" to this Agreement. 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Unit Shares comprising the Units, the Warrants comprising the Units and any Warrant Shares acquired on the exercise of the Warrants will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Unit Shares, Warrants and any Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Purchaser's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Unit Shares, Warrants or any Warrant Shares acquired on the earlier exercise of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Purchaser has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this paragraph 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. hold periods. 3.3 The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds. 3.4 The Purchaser acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Unit Shares, Warrants or Warrant Shares unless such transfer is made in accordance with regulations pursuant to, or registration under, applicable securities legislation (including the U.S. Securities Act) or pursuant to an available exemption from such registration. 3.5 The Purchaser acknowledges that the Corporation may pay to finders that introduce purchasers to the Corporation a finder's fee of 7.5% of the gross proceeds of the Financing, payable in cash or securities of the Corporation. 3.6 The Purchaser further understands that, while the Corporation has agreed to use its reasonable commercial efforts to file a Registration Statement in respect of the Purchaser's resale of the Unit Shares and the Warrant Shares, in compliance with the U.S. Securities Act with the United States Securities and Exchange Commission on or before November 30, 2004, there can be no assurance the Corporation will be able to do so. The Purchaser also understands that he, she or it will be required to furnish certain information about the Purchaser and the Purchaser's holdings of the Corporation's shares as part of the information that will be included in the Registration Statement. Accordingly, the Purchaser agrees to complete and execute the selling stockholder questionnaire attached as Schedule "D".

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber Purchaser will fully complete Schedule "A" to this Agreement and acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities securities and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A". 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Shares will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules and that the Company Corporation may be required to legend the certificates representing such Securities with those restrictions. This will prevent the Subscriber Purchaser from reselling these Securities securities except in very limited circumstances. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before the earlier of the date that is 12 months and a day after the CompanyCorporation: (a) becomes a reporting issuer in the Canadian province in which the Subscriber Purchaser is resident; or (b) first becomes a reporting issuer in Alberta, British Columbia, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees that it is the SubscriberPurchaser's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company Corporation offers no advice as to those trade restrictions except as provided for herein. The Subscriber Purchaser further acknowledges that it may never be able to resell these Securities. . 3.3 The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds.

Covenants, Agreements and Acknowledgments. 4.1 Concurrent 3.1 The Purchaser covenants and agrees with the Company to: (a) concurrent with the execution of this Agreement, if the Subscriber will Purchaser is an individual (which means a natural person, but does not include a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or a natural person in his capacity as a trustee, executor, administrator or personal or other legal representative), fully complete Schedule "A" and execute the Form 20A scheduled to this Agreement Agreement; and (b) hold and acknowledges that not sell, transfer or in any manner dispose of the Company is relying Shares comprising the Units or any shares acquired on the Exemptions in order to complete the trade and distribution exercise of the Warrants comprising the Units unless the sale, transfer or disposition is made in accordance with all applicable Securities and the Subscriber is aware of the criteria of the Exemptions to be met by the Subscriber including the representations contained in Schedule "A"Rules. 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will be subject to such trade restrictions as may be imposed by operation of the applicable Securities Rules Rules, and that the Company share certificate or certificates representing the Shares comprising the Units and any shares acquired on the exercise of the Warrants comprising the Units will bear such legends as may be required to legend by the certificates representing such Securities with those restrictions. This will prevent the Subscriber from reselling these Securities except in very limited circumstances. In this regard, the Subscriber acknowledges that such trade restrictions provide that the Subscriber must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before the earlier of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer in British Columbia, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees that it is the SubscriberPurchaser's obligation to comply with the trade restrictions in all of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for hereinrestrictions. 3.3 The Purchaser acknowledges that: (a) the Securities have not been registered under the U.S. Securities Act and are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and may only be resold in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration. The Subscriber further acknowledges Purchaser understands that it the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; (b) hedging transactions involving the Securities may never not be able conducted unless in compliance with the U.S. Securities Act; (c) there may be material tax consequences to resell these the Purchaser of an acquisition or disposition of Securities. The Subscriber acknowledges that Company gives no securities commission has evaluated opinion and makes no representation with respect to the tax consequences to the Purchaser under United States, state, local or endorsed foreign tax law of the merits Purchaser's acquisition or disposition of these such securities; (d) the certificates evidencing the Securities and that issued in this subscription will bear a legend in substantially the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED ONLY (i) TO THE COMPANY; (ii) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT; (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED, PRIOR TO ANY SUCH SALE, TRANSFER OR ASSIGNMENT, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT." (e) the Company is required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from such registration; and (f) any person selling these Securities has no duty who exercises a Warrant will be required to tell provide to the Subscriber whether these Securities are a suitable investment. The Subscriber further acknowledges Company either: (i) written certification that it is investing in not a U.S. Person and that such Warrant is not being exercised within the United States or on behalf of, or for the account or benefit of, a U.S. Person; or (ii) a written opinion of counsel or other evidence satisfactory to the Company entirely at its own risk to the effect that the Warrants and it may lose the entire Purchase Pricecommon shares issuable on the exercise of the Warrants have been registered under the 1933 Act and applicable state securities laws or are exempt from registration thereunder. 3.4 The Company covenants and agrees with the Purchaser to file the documents necessary to be filed under the applicable Securities Rules, including Forms 20 (or the forms equivalent thereto), within the required time.

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber will Purchaser will: (a) fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A"; (b) fully complete and execute the TSX questionnaire appearing as Schedule "C" to this Agreement; and (c) fully complete and execute the Selling Stockholder Questionnaire appearing as Schedule "D" to this Agreement. 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Unit Shares comprising the Units, the Warrants comprising the Units and any Warrant Shares acquired on the exercise of the Warrants will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Unit Shares, Warrants and any Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Purchaser's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Unit Shares, Warrants or any Warrant Shares acquired on the earlier exercise of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Purchaser has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this paragraph 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. hold periods. 3.3 The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds. 3.4 The Purchaser acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Unit Shares, Warrants or Warrant Shares unless such transfer is made in accordance with regulations pursuant to, or registration under, applicable securities legislation (including the U.S. Securities Act) or pursuant to an available exemption from such registration. 3.5 The Purchaser acknowledges that the Corporation may pay, to finders that introduce Purchaser's to the Corporation, a finder's fee of 7.5% of the gross proceeds of the Financing, payable in cash and/or Units of the Corporation.

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber will Purchaser will: (a) fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A"; and (b) fully complete and execute the Selling Stockholder Questionnaire appearing as Schedule "C" to this Agreement. 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Unit Shares comprising the Units, the Warrants comprising the Units and any Warrant Shares acquired on the exercise of the Warrants will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Unit Shares, Warrants and any Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Purchaser's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Unit Shares, Warrants or any Warrant Shares acquired on the earlier exercise of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Purchaser has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this paragraph 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. hold periods. 3.3 The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds. 3.4 The Purchaser acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Unit Shares, Warrants or Warrant Shares unless such transfer is 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. 3.5 The Purchaser acknowledges that the Corporation may pay to finders that introduce purchasers to the Corporation a finder's fee of 8% of the gross proceeds of the Financing, payable in cash or securities of the Corporation. 3.6 The Purchaser further understands that, while the Corporation has agreed to use its reasonable commercial efforts to file a Registration Statement in respect of the Purchaser’s resale of the Unit Shares and the Warrant Shares, in compliance with the 1933 Act with the United States Securities and Exchange Commission on or before September 30, 2005, there can be no assurance the Corporation will be able to do so. The Purchaser also understands that he, she or it will be required to furnish certain information about the Purchaser and the Purchaser's holdings of the Corporation’s shares as part of the information that will be included in the Registration Statement. Accordingly, the Purchaser agrees to complete and execute the selling stockholder questionnaire attached as Schedule "C".

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber will Purchaser will: (a) fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A"; (b) fully complete and execute the TSX questionnaire appearing as Schedule "C" to this Agreement; and (c) fully complete and execute the Selling Stockholder Questionnaire appearing as Schedule "D" to this Agreement. 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Unit Shares comprising the Units, the Warrants comprising the Units and any Warrant Shares acquired on the exercise of the Warrants will be subject to such trade restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Unit Shares, Warrants and any Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Purchaser's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Unit Shares, Warrants or any Warrant Shares acquired on the earlier exercise of the date that is 12 months and a day after the Company: (a) becomes a reporting issuer in the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Purchaser has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this paragraph 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. hold periods. 3.3 The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds. 3.4 The Purchaser acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Unit Shares, Warrants or Warrant Shares unless such transfer is made in accordance with regulations pursuant to, or registration under, applicable securities legislation (including the U.S. Securities Act) or pursuant to an available exemption from such registration. 3.5 The Purchaser acknowledges that the Corporation may pay to finders that introduce purchasers to the Corporation a finder's fee of 7.5% of the gross proceeds of the Financing, payable in cash or securities of the Corporation. 3.6 The Purchaser further understands that, while the Corporation has agreed to use its reasonable commercial efforts to file a Registration Statement in respect of the Purchaser's resale of the Unit Shares and the Warrant Shares, in compliance with the U.S. Securities Act with the United States Securities and Exchange Commission on or before November 30, 2004, there can be no assurance the Corporation will be able to do so. The Purchaser also understands that he, she or it will be required to furnish certain information about the Purchaser and the Purchaser's holdings of the Corporation's shares as part of the information that will be included in the Registration Statement. Accordingly, the Purchaser agrees to complete and execute the selling stockholder questionnaire attached as Schedule "D".

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber will Finder will: (a) fully complete Schedule "A" to this Agreement Agreement; and (b) fully complete and acknowledges that execute the Company is relying on the Exemptions in order to complete the trade and distribution of the Securities and the Subscriber is aware of the criteria of the Exemptions to be met by the Subscriber including the representations contained in Selling Stockholder Questionnaire appearing as Schedule "A"C" to this Agreement. 4.2 3.2 The Subscriber Finder acknowledges and agrees that the Securities Finder’s Shares and any Finder’s Warrant Shares acquired on the exercise of the Finder’s Warrants will be subject to such trade and resale restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Finder’s Shares, the Finder’s Warrants and any of the Finder’s Warrant Shares acquired on the exercise of the Finder’s Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Finder further acknowledges and agrees that it is the Finder's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Finder's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Finder acknowledges that such trade restrictions provide that the Subscriber Finder must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Finder’s Shares, the earlier Finder’s Warrants or any of the date that is 12 months and a day after Finder’s Warrant Shares acquired on the Company: (a) becomes a reporting issuer in exercise of the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Finder’s Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Finder has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Finder further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this section 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. hold periods. 3.3 The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Finder acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Finder whether these Securities are a suitable investment. The Subscriber Finder further acknowledges that it is investing in the Company Corporation entirely at its own risk risk. 3.4 The Finder acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Finder’s Shares, the Finder’s Warrants or the Finder’s Warrant Shares unless such transfer is made in accordance with the provisions of Regulation S, pursuant to an CW999647.1 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. 3.5 The Finder further understands that, while the Corporation has agreed to use its reasonable commercial efforts to file a Registration Statement in respect of the Finder’s resale of the Unit Shares and the Warrant Shares, in compliance with the 1933 Act with the United States Securities and Exchange Commission on or before (i) December 31, 2006, or (ii) 30 days after the date of Closing whichever is later although there can be no assurance the Corporation will be able to do so. The Finder also understands that he, she or it may lose will be required to furnish certain information about the entire Purchase PriceFinder and the Finder's holdings of the Corporation’s shares as part of the information that will be included in the Registration Statement. Accordingly, the Finder agrees to complete and execute the selling stockholder questionnaire attached as Schedule "C".

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber will Purchaser will: (a) fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A"; and (b) fully complete and execute the Selling Stockholder Questionnaire appearing as Schedule "C" to this Agreement. 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Unit Shares and any Warrant Shares acquired on the exercise of the Warrants will be subject to such trade and resale restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Unit Shares, the Warrants and any of the Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Purchaser's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Unit Shares, the earlier Warrants or any of the date that is 12 months and a day after Warrant Shares acquired on the Company: (a) becomes a reporting issuer in exercise of the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Purchaser has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this section 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for hereinhold periods. DM_VAN/258997-00004/6584521.2 CW907099.1 3.3 The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds. 3.4 The Purchaser acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Unit Shares, the Warrants or the Warrant Shares unless such transfer is 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. 3.5 The Purchaser acknowledges that the Corporation may pay to finders that introduce purchasers to the Corporation a finder's fee of four percent (8%) of the gross proceeds of the Financing, payable in cash or securities of the Corporation. 3.6 The Purchaser further understands that, while the Corporation has agreed to use its reasonable commercial efforts to file a Registration Statement in respect of the Purchaser’s resale of the Unit Shares and the Warrant Shares, in compliance with the 1933 Act with the United States Securities and Exchange Commission on or before (i) December 31, 2006, or (ii) 30 days after the date of Closing whichever is later although there can be no assurance the Corporation will be able to do so. The Purchaser also understands that he, she or it will be required to furnish certain information about the Purchaser and the Purchaser's holdings of the Corporation’s shares as part of the information that will be included in the Registration Statement. Accordingly, the Purchaser agrees to complete and execute the selling stockholder questionnaire attached as Schedule "C".

Covenants, Agreements and Acknowledgments. 4.1 3.1 Concurrent with the execution of this Agreement, the Subscriber will Purchaser will: (a) fully complete Schedule "A" to this Agreement and the Purchaser acknowledges that the Company Corporation is relying on the Exemptions in order to complete the trade and distribution of the Securities under the Exemptions and the Subscriber Purchaser is aware of the criteria of the Exemptions to be met by the Subscriber Purchaser including the representations contained in Schedule "A"; and CW890650.7 (b) fully complete and execute the Selling Stockholder Questionnaire appearing as Schedule "C" to this Agreement. 4.2 3.2 The Subscriber Purchaser acknowledges and agrees that the Securities Unit Shares and any Warrant Shares acquired on the exercise of the Warrants will be subject to such trade and resale restrictions as may be imposed by operation of applicable Securities Rules Rules, and that the Company certificates representing the Unit Shares, the Warrants and any of the Warrant Shares acquired on the exercise of the Warrants will bear such legends as may be required by applicable Securities Rules and by the rules and policies of the TSX. The Purchaser further acknowledges and agrees that it is the Purchaser's obligation to legend comply with the certificates representing such Securities trade restrictions in all of the applicable jurisdictions and the Purchaser's obligation to comply with those restrictions. This will prevent the Subscriber from reselling these Securities trade restrictions except in very limited circumstancesas provided for herein. In this regard, the Subscriber Purchaser acknowledges that such trade restrictions provide that the Subscriber Purchaser must hold and not sell, transfer or in any manner dispose (collectively, the "Disposition") of the Securities before Unit Shares, the earlier Warrants or any of the date that is 12 months and a day after Warrant Shares acquired on the Company: (a) becomes a reporting issuer in exercise of the Canadian province in which the Subscriber is resident; or (b) first becomes a reporting issuer Warrants in British ColumbiaColumbia prior to midnight on the four month anniversary of the Closing Date, Alberta, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan unless the Purchaser has obtained the prior written consent of the TSX to the Disposition and a SEDAR filer, unless the Disposition is made in accordance with all applicable Securities Rules. The Subscriber Purchaser further acknowledges and agrees to the Corporation that it is the Subscriber's obligation to comply with the trade restrictions in all this section 3.2 constitutes sufficient notice of the applicable jurisdictions and the Company offers no advice as to those trade restrictions except as provided for herein. hold periods. 3.3 The Subscriber further acknowledges that it may never be able to resell these Securities. The Subscriber Purchaser acknowledges that no securities commission has evaluated or endorsed the merits of these Securities and that the person selling these Securities has no duty to tell the Subscriber Purchaser whether these Securities are a suitable investment. The Subscriber Purchaser further acknowledges that it is investing in the Company Corporation entirely at its own risk and it may lose all of the entire Purchase PriceSubscription Funds. 3.4 The Purchaser acknowledges that the Corporation will refuse, and has instructed its transfer agent to refuse, to register any transfers of the Securities including the Unit Shares, the Warrants or the Warrant Shares unless such transfer is 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. 3.5 The Purchaser acknowledges that the Corporation may pay to finders that introduce purchasers to the Corporation a finder's fee of four percent (4%) of the gross proceeds of the Financing, payable in cash or securities of the Corporation. 3.6 The Purchaser further understands that, while the Corporation has agreed to use its reasonable commercial efforts to file a Registration Statement in respect of the Purchaser’s resale of the Unit Shares and the Warrant Shares, in compliance with the 1933 Act with the United States Securities and Exchange Commission on or before (i) December 31, 2006, or (ii) 30 days after the date of Closing whichever is later although there can be no assurance the Corporation will be able to do so. The Purchaser also understands that he, she or it will be required to furnish certain information about the Purchaser and the Purchaser's holdings of the Corporation’s shares as part of the information that will be included in the Registration Statement. Accordingly, the Purchaser agrees to complete and execute the selling stockholder questionnaire attached as Schedule "C".