Form of Escrow Agreement

Appointment of Escrow Agent

(1)

You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive.

If you receive any other securities (additional escrow securities):

as a dividend or other distribution on escrow securities;

on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants;

on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or

from a successor issuer in a business combination, if Part 6 of this Agreement applies,

you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities.

You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of additional escrow securities issued to you.

Direction to Escrow Agent

Release Provisions

Additional escrow securities

Additional Requirements for Tier 2 Surplus Escrow Securities

The escrow securities will be cancelled if the asset, property, business or interest therein in consideration of which the securities were issued, is lost, or abandoned, or the operations or development of such asset, property or business is discontinued.

The Escrow Agent will not release escrow securities from escrow under schedule B(4) unless the Escrow Agent has received, within the 15 days prior to the release date, a certificate from the Issuer that:

is signed by two directors or officers of the Issuer;

is dated not more than 30 days prior to the release date;

states that the assets for which the escrow securities were issued (the “Assets”) were included as assets on the balance sheet of the Issuer in the most recent financial statements filed by the Issuer with the Exchange; and

states that the Issuer has no reasonable knowledge that the Assets will not be included as assets on the balance sheet of the Issuer in the next financial statements to be filed by the Issuer with the Exchange.

If, at any time during the term of this Agreement, the Escrow Agent is prohibited from releasing escrow securities on a release date specified schedule B(4) as a result of section 2.3(2) above, then the Escrow Agent will not release any further escrow securities from escrow without the written consent of the Exchange.

If as a result of this section 2.3, the Escrow Agent does not release escrow securities from escrow for a period of five years, then:

the Escrow Agent will deliver a notice to the Issuer, and will include with the notice any certificates that the Escrow Agent holds which evidence the escrow securities; and

the Issuer and the Escrow Agent will take such action as is necessary to cancel the escrow securities.

For the purposes of cancellation of escrow securities under this section, each Securityholder irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.

Delivery of Share Certificates for Escrow Securities

Replacement Certificates

Release upon Death

If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent to the Securityholder’s legal representative provided that:

the legal representative of the deceased Securityholder provides written notice to the Exchange of the intent to release the escrow securities as at a specified date which is at least 10 business days and not more than 30 business days prior to the proposed release; and

the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

Prior to delivery the Escrow Agent must receive:

a certified copy of the death certificate; and

any evidence of the legal representative’s status that the Escrow Agent may reasonably require.

Exchange Discretion to Terminate

Discretionary Applications

Early Release – Graduation to Tier 1

When a Tier 2 Issuer becomes a Tier 1 Issuer, the release schedule for its escrow securities changes.

If the Issuer reasonably believes that it meets the Initial Listing Requirements of a Tier 1 Issuer as described in Policy 2.1 – Initial Listing Requirements, the Issuer may make application to the Exchange to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent that it is making such an application.

If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange Bulletin confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must immediately:

issue a news release:

disclosing that it has been accepted for graduation to Tier 1; and

disclosing the number of escrow securities to be released and the dates of release under the new schedule; and

provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent.

Upon completion of the steps in section 3.1(3) above, the Issuer’s release schedule will be replaced as follows:

Within 10 days of the Exchange Bulletin confirming the Issuer’s listing on Tier 1, the Escrow Agent must release any escrow securities from escrow securities which under the new release schedule would have been releasable at a date prior to the Exchange Bulletin.

Restriction on Transfer, etc.

Pledge, Mortgage or Charge as Collateral for a Loan

Voting of Escrow Securities

Dividends on Escrow Securities

Exercise of Other Rights Attaching to Escrow Securities

Transfer to Directors and Senior Officers

You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that:

you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

Prior to the transfer the Escrow Agent must receive:

a certified copy of the resolution of the board of directors of the Issuer approving the transfer;

a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required acceptance from the Exchange the Issuer is listed on has been received;

an acknowledgment in the form of Form 5E signed by the transferee; and

a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

Transfer to Other Principals

You may transfer escrow securities within escrow:

to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or

to a person or company that after the proposed transfer

will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and

has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries,

provided that:

you make an application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

Prior to the transfer the Escrow Agent must receive:

a certificate signed by a director or officer of the Issuer authorized to sign, stating that:

the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer; or

the transfer is to a person or company that:

the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities; and

has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries

after the proposed transfer; and

any required approval from the Exchange or any other exchange on which the Issuer is listed has been received;

an acknowledgment in the form of Form 5E signed by the transferee; and

a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

Transfer upon Bankruptcy

You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy provided that:

you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

Prior to the transfer, the Escrow Agent must receive:

a certified copy of either

the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or

the receiving order adjudging the Securityholder bankrupt;

a certified copy of a certificate of appointment of the trustee in bankruptcy;

a transfer power of attorney, duly completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

an acknowledgment in the form of Form 5E signed by

the trustee in bankruptcy or

on direction from the trustee, with evidence of that direction attached to the acknowledgement form, another person or company legally entitled to the escrow securities.

Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities

You may transfer escrow securities you have pledged, mortgaged or charged under section 4.2 to a financial institution as collateral for a loan within escrow to the lender on realization provided that:

you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

Prior to the transfer the Escrow Agent must receive:

a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities;

evidence that the Exchange has accepted the pledge, mortgage or charge of escrow securities to the financial institution;

a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

an acknowledgement in the form of Form 5E signed by the financial institution.

Transfer to Certain Plans and Funds

You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP), registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that:

you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and

the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.

Prior to the transfer the Escrow Agent must receive:

evidence from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge, the annuitant of the RRSP or RRIF or the beneficiaries of the other registered plan or fund do not include any person or company other than you and your spouse, children and parents;

a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and

an acknowledgement in the form of Form 5E signed by the trustee of the plan or fund.

Effect of Transfer Within Escrow

Discretionary Applications

Business Combinations

a formal take-over bid for all outstanding securities of the Issuer or which, if successful, would result in a change of control of the Issuer

a formal issuer bid for all outstanding equity securities of the Issuer

a statutory arrangement

an amalgamation

a merger

a reorganization that has an effect similar to an amalgamation or merger

Delivery to Escrow Agent

You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent:

a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the Issuer’s depository, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination;

written consent of the Exchange; and

any other information concerning the business combination as the Escrow Agent may reasonably require.

Delivery to Depositary

As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under section 6.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities, and a letter addressed to the depositary that

identifies the escrow securities that are being tendered;

states that the escrow securities are held in escrow;

states that the escrow securities are delivered only for the purposes of the business combination and that they will be released from escrow only after the Escrow Agent receives the information described in section 6.4;

if any share certificates or other evidence of the escrow securities have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, the share certificates or other evidence of escrow securities that are not released from escrow into the business combination; and

where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, share certificates or other evidence of additional escrow securities that you acquire under the business combination.

Release of Escrow Securities to Depositary

The Escrow Agent will release from escrow the tendered escrow securities provided that:

you or the Issuer make application to release the tendered securities under the Policy on a date at least 10 business days and not more than 30 business days prior to the date of the proposed release date; and

the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date;

the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the business combination, by that other person or company, that

the terms and conditions of the business combination have been met or waived; and

the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the business combination.

Escrow of New Securities

If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities, unless, immediately after completion of the business combination,

the successor issuer is an exempt issuer as defined in the National Policy;

the escrow holder was subject to a Value Security Escrow Agreement and is not a Principal of the successor issuer; and

the escrow holder holds less than 1% of the voting rights attached to the successor issuer’s outstanding securities. (In calculating this percentage, include securities that may be issued to the escrow holder under outstanding convertible securities in both the escrow holder’s securities and the total securities outstanding.)

Release from Escrow of New Securities

The Escrow Agent will send to a Securityholder share certificates or other evidence of the Securityholder’s new securities as soon as reasonably practicable after the Escrow Agent receives:

a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign

stating that it is a successor issuer to the Issuer as a result of a business combination;

containing a list of the securityholders whose new securities are subject to escrow under section 6.5;

containing a list of the securityholders whose new securities are not subject to escrow under section 6.5;

written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities are not subject to escrow under section 6.5.

The escrow securities of the Securityholders, whose securities are not subject to escrow under section 6.5, will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent in accordance with section 2.4.

If your new securities are subject to escrow, unless subsection (4) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged.

If the Issuer is a Tier 2 Issuer and the successor issuer is a Tier 1 Issuer, the release provisions in section 3.1(4) relating to graduation will apply.

Resignation of Escrow Agent

If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer and the Exchange.

If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent and the Exchange.

If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders.

The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date.

If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment.

On any new appointment under this section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent.

If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will fie a copy of the new Agreement with the Exchange.

Indemnification

The Issuer and each Securityholder jointly and severally:

release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange;

agree not to make or bring a claim or demand, or commence any action, against the Exchange; and

agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the Exchange incurs or is required by law to pay as a result of any person’s claim, demand or action,

arising from any and every act or omission committed or omitted by the Exchange, in connection with this Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.

This indemnity survives the release of the escrow securities and the termination of this Agreement.

Notice to Escrow Agent

Notice to Issuer

Deliveries to Securityholders

Change of Address

The Escrow Agent may change its address for delivery by delivering notice of the change of address to the Issuer and to each Securityholder.

The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow Agent and to each Securityholder.

A Securityholder may change that Securityholder’s address for delivery by delivering notice of the change of address to the Issuer and to the Escrow Agent.

Postal Interruption

Interpretation – “holding securities”

Enforcement by Third Parties

Termination, Amendment, and Waiver of Agreement

Subject to subsection 11.3(3), this Agreement shall only terminate:

with respect to all the Parties:

as specifically provided in this Agreement;

subject to subsection 11.3(2), upon the agreement of all Parties; or

when the Securities of all Securityholders have been released from escrow pursuant to this Agreement; and

with respect to a Party:

as specifically provided in this Agreement; or

if the Party is a Securityholder, when all of the Securityholder’s Securities have been released from escrow pursuant to this Agreement.

An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate

is evidenced by a memorandum in writing signed by all Parties;

if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and

has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders.

Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver:

is evidenced by a memorandum in writing signed by all Parties;

if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and

has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders.

No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided.

Severance of Illegal Provision

Further Assurances

Time

Consent of Exchange to Amendment

Additional Escrow Requirements

Governing Laws

Counterparts

Singular and Plural

Language

Benefit and Binding Effect

Entire Agreement

Successor to Escrow Agent