PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (Canadian and Non U.S. Subscribers)

any natural person resident in the U. S.;

any partnership or corporation organized or incorporated under the laws of the U.S.;

any estate of which any executor or administrator is a U.S. person;

any trust of which any trustee is a U.S. person;

any agency or branch of a foreign entity located in the U.S.;

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary, organized, incorporated, or (if an individual) resident in the U.S.; and

any partnership or corporation if:

organized or incorporated under the laws of any foreign jurisdiction; and

formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned by accredited investors (as defined in Rule 501(a) of the 1933 Act) who are not natural persons, estates or trusts.

if it is resident in, or otherwise subject to the securities legislation of any Province or Territory, it is an “accredited investor” as defined in NI 45-106 and has concurrently executed and delivered a Representation Letter in the form attached as

SCHEDULE A to this Agreement and is either:

a trust company or trust corporation described in paragraph (p) of the definition of “accredited investor” in NI 45-106 (excluding a trust company or trust corporation registered under the laws of the Province of Prince Edward Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada); or

a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and in Ontario, is purchasing a security that is not a security of an investment fund, as described in paragraph (q) of the definition of “accredited investor” in NI 45-106;

and was not created or used solely to purchase or hold securities as an accredited investor in reliance upon the exemption contained in paragraph (m) of the definition of “accredited investor” in NI 45-106; or

if it is acting for one or more disclosed principals, each of such principals is purchasing as a principal for its own account, not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Securities and each of such principals complies with paragraph 3.1(C) above as applicable to it by virtue of its place of residence;

any changes in the assets, liabilities, financial condition, prospects or operations of the Company from that reflected in the financial statements except changes in the ordinary course of business which have not been, either in any individual case or in the aggregate, materially adverse to the Company and its subsidiaries taken as a whole;

any material change, except in the ordinary course of business, in the contingent obligations of the Company whether by way of guarantee, endorsement, indemnity, warranty or otherwise; or

any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties or business of the Company.

If (A) a Registration Statement covering all of the Registrable Securities (as defined herein) required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (x) not filed by the Company with the SEC on or before November 30, 2009 (a “Filing Failure”) or (y) not declared effective by the SEC on or before the ten-month anniversary of the Final Closing (an “Effectiveness Failure”) or (B) on any day after the Registration Statement is declared effective by the SEC (the “Effective Date”) sales of any of the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock or any other similar failure) (a “Maintenance Failure”) then, as partial relief for the damages to the Subscriber by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall issue to the Subscriber additional shares of Common Stock equal to ten percent (10.0%) of the aggregate Subscribed Shares included in such Registration Statement on each of the following dates: (I) the day of a Filing Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (II) the day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Effectiveness Failure is cured; and (III) the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Maintenance Failure is cured. The payments to which a Subscriber shall be entitled to pursuant to this paragraph (i) are referred to herein “Registration Delay Payments.” The calculation of the Registration Delay Payments pursuant to this paragraph shall be cumulative so that the number of shares to be issued to the Subscriber as a result of a Filing Failure, Effectiveness Failure or a Maintenance Failure in the first month shall be added to the Subscribed Shares in order to determine the number of shares to be issued to the Subscriber in the second month. As an example, if the initial number of Subscribed Shares was Two Million shares, the damages on the day of the failure would be 200,000 shares and the damages after thirty days would be 220,000 shares and so on. Shares of Common Stock issued to the Subscriber as Registration Delay Payments shall be issued on the earlier of (x) the last day of the calendar month during which such Registration Delay Payments are incurred and (y) the third business day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to issue the shares of Common Stock representing the Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1.5%) per month (prorated for partial months) until paid in full. The parties agree that there is no maximum aggregate Registration Delay Payments payable to the Subscriber under this Agreement. In addition, and notwithstanding anything to the contrary contained herein, if the Company has received a comment by the SEC requiring the Subscriber to be named as an underwriter in the Registration Statement (which notwithstanding the reasonable best efforts of the Company is not withdrawn by the SEC) and such Subscriber elects in writing not to be named as a selling stockholder in the Registration Statement, the Subscriber shall not be entitled to any Registration Delay Payments with respect to such Registration Statement.

At any time during the period commencing on the six (6) month anniversary of the Final Closing Date and ending at such time that all of the Registrable Securities can be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144(c), including, if applicable, Rule 144(i), if a registration statement is not available for the resale of all of the Registrable Securities and the Company shall fail for any reason to satisfy the current public information requirement under Rule 144 (a “Public Information Failure”) then, as partial relief for the damages to the Subscriber by reason of any such delay in or reduction of its ability to sell the Registrable Securities of the Subscriber (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to the Subscriber damages calculated as described in paragraph (i) hereof. The payments to which a holder shall be entitled pursuant to this paragraph (ii) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (x) the last day of the calendar month during which such Public Information Failure Payments are incurred and (y) the third business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.