Credit Facility Agreement dated October 21, 2005, between Tryx Ventures Corp. and Androgas Property S.A

“Business Day” means any day other than a Saturday, Sunday, public holiday under the laws of the Province of British Columbia or other day on which banking institutions are authorized or obligated to close in the Province of British Columbia;

“Closing Date” means the closing date of the Exchange Agreement;

“Common Stock” means shares of common stock in the capital of the Borrower;

“Event of Default” has the meaning set out in Section 8;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“General Security Agreement” means the General Security Agreement executed by the parties hereto on the same date hereof;

“OTCBB” means the NASD Over-The-Counter Bulletin Board;

“Outstanding Amount” means, in respect of the Credit Facility, on any day, an amount calculated and expressed in U.S. dollars equal to the aggregate principal amount of all Advances made by the Lender under the Credit Facility less any amounts converted in accordance with Section 5 hereof;

“SEC” means the United States Securities and Exchange Commission; and

“Securities Act” means the Securities Act of 1933, as amended.

5% Royalty on Revenues from $1 to $10,000,000;

4% Royalty on Revenues from $10,000,001 to $30,000,000;

3% Royalty on Revenues from $30,000,001 to $65,000,000; and

2% Royalty on Revenues from $65,000,0001 to $120,000,000.

If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets, the provisions of this Agreement shall thereafter evidence the right to purchase such number and type of securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the Conversion or purchase right

immediately prior to such consolidation, merger, sale or conveyance, the foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the provisions of this Agreement shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

If the Borrower at any time shall, by subdivision, combination or reclassification of securities, or otherwise, change any of the securities then purchasable upon the exercise of the Conversion or purchase right specified by the provisions of this Agreement into the same or a different number of securities of any class or classes, the provisions of this Agreement shall thereafter evidence the right to purchase such number and type of securities as would have been issuable as the result of such change with respect to the securities which were subject to such Conversion or purchase right immediately prior to such subdivision, combination, reclassification or other change. If shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Conversion shall be proportionately decreased in case of subdivision of shares or proportionately increased in the case of combination of shares, in both situations by the ratio which the total number of shares of Common Stock to be outstanding immediately after the occurrence of such event bears to the total number of shares of Common Stock issued and outstanding immediately prior to the occurrence of such event.

The Borrower is a corporation duly organized and existing pursuant to the laws of the Province of British Columbia without limit as to the duration of its existence, the Borrower has corporate powers and adequate authority, rights and franchises to own its property and to carry on its business as now conducted, and is duly qualified and in good standing in each jurisdiction in which the character of the properties owned by it therein or the conduct of its business makes such qualification necessary, and the Borrower has the corporate power and adequate authority to enter into this Agreement.

The execution and delivery of this Agreement and the performance of the provisions of this Agreement are not in contravention of or in conflict with any law or regulation or any term or provision of the Borrower’s Memorandum or Articles of Incorporation and are duly authorized and do not require the consent or approval of any governmental agency or other authority, and this Agreement is a valid and legally enforceable obligation of the Borrower.

The execution, delivery and performance of this Agreement are not in contravention of or conflict with any agreement, indenture or undertaking to which the Borrower is a party or by which the Borrower or any of the Borrower’s property may be bound or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by reason thereof.

The Lender is a corporation duly organized and existing pursuant to the laws of Austria without limit as to the duration of its existence and the Lender has the corporate power and adequate authority to enter into this Agreement.

The execution and delivery of this Agreement and the performance of the provisions of this Agreement are not in contravention of or in conflict with any law or regulation or any term or provision of the Lender’s charter documents, as applicable, and are duly authorized and do not require the consent or approval of any governmental agency or other authority. This Agreement is a valid and legally enforceable obligation of the Lender.

The execution, delivery and performance of this Agreement are not in contravention of or conflict with any agreement, indenture or undertaking to which the Lender is a party or by which the Lender may be bound or affected.

The Lender is not a “U.S. Person” as the term is defined in Regulation S under the Securities Act of 1933, and further represents and warrants that:

the Lender is not acquiring the Credit Facility or the Units, Conversion Shares, Warrants and Warrant Shares (collectively, the “Securities”) for the account or benefit of, directly or indirectly, any U.S. Person;

the Lender is resident in the jurisdiction set out on page 1 of this Agreement;

the authorization of the Agreement or the issuance of the Securities to the Lender as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Lender;

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

the Lender is outside the United States when receiving and executing this Agreement and is acquiring the Credit Facility and the Securities as principal for the Lender’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Credit Facility and the Securities;

the Lender is not an underwriter of, or dealer in, the Securities of the Borrower, nor is the Lender participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;

the Lender (A) is able to fend for itself in its financial affairs, (B) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Credit Facility and the Securities, and (C) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

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

until such time as the Securities are registered in accordance with Section 7 hereof, the Lender acknowledges and agrees that the Securities will be issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. The Lender agrees to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation.

The certificate or certificates (as applicable) representing the Securities to be issued upon Conversion or exercise, as applicable, in accordance with the terms of this Agreement will be endorsed with the following legend pursuant to the Securities Act in order to reflect the fact that the Securities will be issued to the Lender pursuant to an exemption from the registration requirements of the Securities Act pursuant to Regulation S under the Securities Act:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").      

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.  

the Borrower has advised the Lender that the Borrower is relying on an exemption from the prospectus requirements of the Securities Act (British Columbia) (the “British Columbia Act”) to issue the Securities to the Lender and, as a consequence, certain protections, rights and remedies provided by the British Columbia Act, including statutory rights of rescission or damages, will not be available to the Lender;

the Lender is not aware of any advertisement of any of the Credit Facility or the Securities; and

no person has made to the Lender any written or oral representations:

that any person will resell or repurchase any of the Securities,

that any person will refund the purchase price of any of the Credit Facility and the Securities,

as to the future price or value of any of the Securities, or

except as permitted in accordance with Section 7 hereof, that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Borrower on any stock exchange or automated dealer quotation system.

subject to receipt of necessary information from the Lender, prepare and file with the SEC as soon as practicable and in no event later than thirty (30) days following the Closing Date, a registration statement on Form SB-2 (the “Registration Statement”), to enable the resale of 100% of the Conversion Shares and 100% of the Warrant Shares, assuming that all of the Credit Facility is advanced and converted by the Lender, (collectively, the “Registrable Shares”) by the Lender from time to time on the OTCBB and use all reasonable best efforts to cause the Registration Statement to be declared effective as promptly as possible after filing and, subject to Section 7.2(b) below, to remain continuously effective until the earlier of (i) the second (2nd) anniversary of the Closing Date, or (ii) such time as all Registrable Shares converted or exercised, as applicable, by the Lender pursuant to this Agreement have been sold thereunder or pursuant to Rule 144 under the Securities Act (the “Registration Period”). In the event that Form SB-2 is unavailable for such registration, the Borrower shall use such other form as is available for such a registration; provided, however, that the Borrower will promptly file a new Registration Statement on Form S- 3 covering the resale of the Registrable Shares in the event that such Form becomes available at any time while Registrable Shares are outstanding and have not yet been sold to the public;

prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection

therewith as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period, subject to Section 7.2(b) below;

furnish to the Lender with respect to the Registrable Shares registered under the Registration Statement such reasonable number of copies of the Registration Statement, prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as the Lender may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Lender;

file documents required of the Borrower for normal blue sky clearance in states specified in writing by the Lender; provided, however, the Borrower shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;

use its reasonable best efforts to cause the Registration Statement to be filed no later than sixty (60) days following the Closing Date (the “Filing Deadline”) and declared effective on or prior to one hundred and twenty (120) days following the Closing Date (unless such Registration Statement is fully reviewed by the staff of the SEC in which case such one hundred and twenty (120) day period shall be extended to one hundred and fifty (150) days);

within five (5) Business Days after a Registration Statement covering the Registrable Shares is ordered effective by the SEC, the Borrower shall deliver, or shall cause its legal counsel to deliver, to the transfer agent for such Registrable Shares (with copies to the Lender) confirmation that such Registration Statement has been declared effective by the SEC;

bear all expenses in connection with the procedures in paragraph (a) through (f) of this Section 7.1 and the registration of the Registrable Shares pursuant to the Registration Statement except for the fees and expenses, if any, of legal counsel or advisers to the Lender or underwriting discounts, brokerage fees and commissions incurred by the Lender, if any; and

not, for a period of thirty (30) days after the effectiveness of the Registration Statement, authorize or issue any shares of its capital stock to any person or entity except as may be required by this Agreement, the Exchange Agreement or any securities that are issued pursuant to a safe harbour from the registration and prospectus requirements of the Securities Act or to a non-U.S. person pursuant to Regulation S under the Securities Act.

The Lender agrees that it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Registrable Shares that would

constitute a sale within the meaning of the Securities Act except pursuant to the Registration Statement referred to in Section 7.1 or pursuant to an exemption from the registration requirements under the Securities Act, and that it will promptly notify the Borrower of any changes in the information set forth in the Registration Statement after it is prepared regarding the Lender or its plan of distribution to the extent required by applicable law.

In the event of: (i) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related prospectus or for additional information, (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iii) the receipt by the Borrower of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, or (iv) any event or circumstance which in the reasonable good faith judgment of the Borrower’s board of directors necessitates the making of any changes in the Registration Statement or prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Borrower shall deliver a certificate in writing to the Lender (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended suspension, if known), and, upon receipt of such Suspension Notice, the Lender will refrain from selling any Registrable Shares pursuant to the Registration Statement (a “Suspension”) until the Lender’s receipt of copies of a supplemented or amended prospectus prepared and filed by the Borrower, or until it is advised in writing by the Borrower that the current prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. In the event of any Suspension, the Borrower will use its reasonable best efforts to cause the use of the prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Lender. The Lender agrees that the Suspension and Suspension Notice described in this Section 7.2(b) shall be held by them in strictest confidence and not be disclosed by the Lender unless authorized by the Borrower in writing, except to the extent publicly known or as required by applicable law.

In addition to any suspension rights under paragraph (b) above, and subject to paragraph (d) below, the Borrower may, upon the happening of any event, that, in the reasonable good faith judgment of Borrower’s Chief Executive Officer and board of directors, renders it advisable to suspend use of the prospectus for no more than sixty (60) days in the aggregate in any twelve (12) month period of time due to pending corporate developments, public filings with the SEC or similar events, and upon delivery of a Suspension Notice, effect a Suspension until copies of a supplemented or amended

prospectus are distributed to the Lender or until the Lender is advised in writing by the Borrower that the use of the applicable prospectus may be resumed.

Provided that a Suspension is not then in effect, the Lender may sell Registrable Shares under the Registration Statement, provided that the Lender complies with the prospectus delivery requirements of the Securities Act.

In the event of a sale of Registrable Shares by the Lender, the Lender must also deliver a notice with applicable information to the Company’s transfer agent, with a copy to the Company, so that ownership of the Registrable Shares may be properly transferred and any restrictive legend properly removed.

For so long as the Borrower will have a class of securities registered under Section 12(b) or Section 12(g) of the Exchange Act, the Borrower covenants that it will file, on a timely basis, any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder and keep all such reports and public information current to the extent required by Rule 144 under the Securities Act for a period of two (2) years after the Closing Date. The Company covenants that it will use its reasonable best efforts to maintain the quotation of its Common Stock on the OTCBB or such other securities trading system or exchange reasonably acceptable to the Lender at all times relevant to this Agreement.

The Borrower agrees to indemnify and hold harmless the Lender and each person, if any, who controls the Lender within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses, joint or several, to which the Lender or such controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Borrower, which consent shall not be unreasonably withheld), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434, of the rules and regulations promulgated under the Securities Act (the “Regulations”), or the Prospectus, in the form first filed with the SEC pursuant to Rule 424(b) of the Regulations, or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required (the “Prospectus”), or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which they were made, not misleading, or any failure by the Borrower to fulfill any undertaking included in the

Registration Statement, and will reimburse the Lender for any legal and other expenses as such expenses are reasonably incurred by the Lender in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Borrower will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or any amendment or supplement of the Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Borrower by or on behalf of the Lender expressly for use in the Registration Statement or the Prospectus, or (ii) any untrue statement or omission of a material fact required to make such statement not misleading in any Prospectus that is corrected in any subsequent Prospectus that was delivered to the Lender before the pertinent sale or sales by the Lender.

The Lender will indemnify and hold harmless the Borrower, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Borrower within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Borrower, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Borrower, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Borrower by or on behalf of such Lender expressly for use therein; provided, however, that the Lender shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Lender has delivered to the Borrower in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Lender will reimburse the Borrower, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Borrower, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

The indemnification procedure is as follows:

Promptly after receipt by an indemnified party under this Section 7.3 of notice of the threat or commencement of any action, such indemnified party will, if a

claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.3 or otherwise, to the extent it is not materially prejudiced as a result of such failure.

Notwithstanding the provisions of this Section 7.3, the Lender shall not be liable for any indemnification obligation under this Agreement in excess of the aggregate amount of net proceeds received by the Lender from the sale of the Convertible Shares and the Warrant Shares pursuant to the Registration Statement.

as soon as practicable after available (but in the case of the Company’s Annual Report to Stockholders, within 90 days after the end of each fiscal year of the Company), one copy of

its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles in the United States, consistently applied, by a firm of certified public accountants),

if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K or Form 10-KSB, as applicable,

its quarterly reports on Form 10-Q or Form 10-QSB, as applicable, and

a full copy of the particular Registration Statement covering the Conversion Shares and Warrant Shares (the foregoing, in each case, excluding exhibits); and

upon the request of the Lender, a reasonable number of copies of the Prospectus to supply to any other party requiring the Prospectus.

Failure to pay any Royalty when due and the continued failure to pay for a period of fifteen (15) days after receipt of written notice of such failure to the Borrower from the Lender;

Failure to pay the Outstanding Amount on the Maturity Date;

Borrower shall become insolvent or admit in writing its inability to pay its debts as they come due, or make any assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee otherwise shall be appointed;

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief pursuant to any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower;

Sale of all or substantially all of the assets of the Borrower; and

Any breach of the Borrower’s covenants in this Agreement or in the General Security Agreement.

in the case of personal delivery, on the date of such delivery;

in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery;

in the case of delivery by internationally-recognized express courier, on the business day following dispatch; and

in the case of mailing, on the fifth business day following mailing.

ONE WARRANT AND US$1.00 ARE REQUIRED TO PURCHASE ONE SHARE. THIS CERTIFICATE REPRESENTS ___________ WARRANTS. THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE EXERCISED IN WHOLE OR IN PART.

These Warrants are issued subject to the Terms and Conditions attached hereto as Appendix “A” (the “Terms and Conditions”) and dated _________________, and the Holder may exercise the right to purchase Shares only in accordance with those Terms and Conditions.

Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date, and from and after such time, this Warrant and all rights hereunder will be void and of no value.

“Company” means Tryx Ventures Corp. until a successor corporation will have become such as a result of consolidation, amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially all of the properties and estates of the Company as an entirety to any other corporation and thereafter “Company” will mean such successor corporation;

“Company’s Auditors” means an independent firm of accountants duly appointed as auditors of the Company;

“Director” means a director of the Company for the time being, and reference, without more, to action by the directors means action by the directors of the Company as a Board, or whenever duly empowered, action by an executive committee of the Board;

“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression “Article” and “Section,” followed by a number refer to the specified Article or Section of these Terms and Conditions;

“person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

“shares” means the common shares in the capital of the Company as constituted at the date hereof and any shares resulting from any subdivision or consolidation of the shares;

“Warrant Holders” or “Holders” means the holders of the Warrants; and

“Warrants” means the warrants of the Company issued and presently authorized and for the time being outstanding.

In case a Warrant Certificate becomes mutilated, lost, destroyed or stolen, the Company, at its discretion, may issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant Certificate and the substituted Warrant Certificate will be entitled to the benefit hereof and rank equally in accordance with its terms with all other Warrants issued or to be issued by the Company.

The applicant for the issue of a new Warrant Certificate pursuant hereto will bear the cost of the issue thereof and in case of loss, destruction or theft furnish to the Company such evidence of ownership and of loss, destruction, or theft of the Warrant Certificate so lost, destroyed or stolen as will be satisfactory to the Company in its discretion and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion, and will pay the reasonable charges of the Company in connection therewith.

Upon surrender and payment as aforesaid the shares so subscribed for will be deemed to have been issued and such person or persons will be deemed to have become the Holder or Holders of record of such shares on the date of such surrender and payment, and such shares will be issued at the subscription price in effect on the date of such surrender and payment.

Within ten business days after surrender and payment as aforesaid, the Company will forthwith cause to be delivered to the person or persons in whose name or names the shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of shares not exceeding those which the Warrant Holder is entitled to purchase pursuant to the Warrant surrendered.

The exercise price and the number of common shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following:

If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the exercise price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.

In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization.

In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants.

The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii).

The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

the Warrant Holder, is legally competent to execute this Subscription, to take all actions required pursuant hereto, and the execution and delivery of this Subscription by the Warrant Holder has been duly and validly authorized;

the Warrant Holder is purchasing the Shares as a principal (and not as an agent) for investment purposes only with no intention or view to reselling or distributing any portion or beneficial interest in the Shares; provided, however, that the Warrant Holder may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the United States Securities Act of 1933 (the “1933 Act”) and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;

the Warrant Holder is not an underwriter of, or dealer in, the common shares of the Company, nor is the Warrant Holder participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

the Warrant Holder is familiar with the aims and objectives of the Company and is aware of the risk and other characteristics of its investment in the Shares;

the Warrant Holder is not a U.S. person (as defined in Rule 902 of Regulation S) and is not exercising the Warrant on behalf of a U.S. person;

the Warrant Holder is an “Accredited Investor”, as that term is defined in NI 45-106 adopted by the BCSC, and that the Warrant Holder has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; and

the Company is not a reporting issuer in any of the Provinces in Canada and therefore the resale of any of the Shares in Canada is restricted except pursuant to or exemption from applicable securities legislation.

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

the Warrant Holder is an “Accredited Investor”, as that term is defined in NI 45-106 adopted by the BCSC, and that the Warrant Holder has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;

none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Warrant Holder that any of the Shares will become listed on

any stock exchange or automated dealer quotation system, except that currently the common shares of the Company are quoted for trading on the NASD Over-the-Counter Bulletin Board;

the decision to execute this Subscription and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and in compliance, or intended compliance, with applicable securities legislation. If the Company has presented a business plan to the Warrant Holder, the Warrant Holder acknowledges that the business plan may not be achieved or be achievable;

the Warrant Holder has been advised by the Company that the Warrant Holder should consult its own legal adviser before disposing of all or any part of any Shares that may be issued to the Warrant Holder pursuant to this Subscription to avoid breach of applicable Legislation;

no person has made to the Warrant Holder any written or oral representations:

that any person will resell or repurchase the Shares;

that any person will refund the exercise price for the Shares; or

as to the future price or value of the Shares;

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

the Warrant Holder understands and agrees that offers and sales of any of the Shares prior to the expiration of the applicable hold period (the “Restricted Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;

the Warrant Holder understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act; and

the Warrant Holder acknowledges that it will not be acquiring the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Warrant Holder may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; and

the Warrant Holder is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of the securities legislation (the “Legislation”) in all jurisdictions relevant to this Subscription. As a consequence, the Warrant Holder acknowledges and agrees that:

the Warrant Holder will not be entitled to use most of the civil remedies available under the Legislation;

the Warrant Holder will not receive information that would otherwise be required to be provided to him or her pursuant to the Legislation;

prior to issuing any Shares to the Warrant Holder, the Company may require the Warrant Holder to complete, sign and return to the Company as soon as possible, on request by the Company, any such documents, questionnaires, notices and undertakings as the Company may in its sole discretion deem appropriate to ensure compliance with applicable law, and with the rules and policies of the relevant regulatory authorities and stock exchanges; and

the issuance and sale of the Shares to the Warrant Holder will not be completed if it would be unlawful.