FORM 46-201F ESCROW AGREEMENT

Appointment of Escrow Agent

Deposit of Escrow Securities in Escrow

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 deliver to the Escrow Agent any share certificates or other evidence of these securities you 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 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.

(3)  

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

Direction to Escrow Agent

Release Schedule for an Established Issuer 

If the Issuer is an established issuer (as defined in section 3.3 of the Policy) and you have not sold any escrow securities in a permitted secondary offering, your escrow securities will be released as follows:

On ________, 2___, the date the Issuer's securities are listed on a Canadian exchange (the listing date)

1/4 of your escrow securities  

6 months after the listing date

1/3 of your remaining escrow securities

12 months after the listing date

1/2 of your remaining escrow securities

18 months after the listing date

your remaining escrow securities

For delivery to complete the Issuer's IPO  

All escrow securities sold by you in the permitted secondary offering

6 months after the listing date

1/3 of your remaining escrow securities

12 months after the listing date

1/2 of your remaining escrow securities

18 months after the listing date

your remaining escrow securities

If the Issuer is an established issuer and you have sold in a permitted secondary offering 25% or less of your escrow securities, your escrow securities will be released as follows:

For delivery to complete the Issuer's IPO  

All escrow securities sold by you in the permitted secondary offering

On the listing date    

1/4 of your original number of escrow securities less the escrow securities sold by you in the permitted secondary offering

6 months after the listing date

1/3 of your remaining escrow securities

12 months after the listing date

1/2 of your remaining escrow securities

18 months after the listing date

your remaining escrow securities

Additional escrow securities

The listing date is the date the Issuer completes its IPO if:

the Issuer's securities are not listed on a Canadian exchange immediately after its IPO; or

the Issuer's securities are listed on a Canadian exchange immediately before its IPO.

If the Issuer is an emerging issuer and you have sold in a permitted secondary offering 10% or less of your escrow securities, your escrow securities will be released as follows:

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 the share certificates or other evidence of the escrow securities to the Securityholder's legal representative.

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.

Becoming an Established Issuer

lists its securities on The Toronto Stock Exchange;

becomes a TSX Venture Exchange (TSX) Tier 1 issuer;

if the Issuer's securities are listed on the Bourse de Montréal Inc., becomes eligible to be classified as a TSX Tier 1 issuer; or

lists or quotes its securities on an exchange or market outside Canada that its "principal regulator" under National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms or, if the Issuer has only filed its IPO prospectus in one jurisdiction, the securities regulator in that jurisdiction, is satisfied has minimum listing requirements at least equal to those of TSX Tier 1, then the Issuer becomes an established issuer.

Release of Escrow Securities

When an emerging issuer becomes an established issuer, the release schedule for its escrow securities changes.

If an emerging issuer becomes an established issuer 18 months or more after its listing date, all escrow securities will be released immediately.

If an emerging issuer becomes an established issuer within 18 months after its listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal instalments on the day that is 6 months, 12 months and 18 months after the listing date.

Filing Requirements

Escrow securities will not be released under this until the Issuer does the following:

at least 20 days before the date of the first release of escrow securities under the new release schedule, files with the securities regulators in the jurisdictions in which it is a reporting issuer

an officer's certificate stating

that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition, and

the number of escrow securities to be released on the first release date under the new release schedule, and

a copy of a letter or other evidence from the exchange or quotation service confirming that the Issuer has satisfied the condition to become an established issuer; and

at least 10 days before the date of the first release of escrow securities under the new release schedule, issues and files with the securities regulators in the jurisdictions in which it is a reporting issuer a news release disclosing details of the first release of the escrow securities and the change in the release schedule.

If escrow securities remain in escrow after the first release under the new release schedule, then within 10 days after the date of the first release, the Issuer will deliver to the Escrow Agent and file with the securities regulators in the jurisdictions in which it is a reporting issuer an amended copy of this Agreement (with amendments indicated).

Amendment of Release Schedule

stating that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition;

stating that the release schedule for the Issuer's escrow securities has changed;

specifying the new release schedule.

First Release under New Schedule

The Escrow Agent will release your escrow securities in accordance with the amended Agreement.

The share certificates or other evidence of a Securityholder's escrow securities will be sent to the Securityholder's address on the Issuer's share register unless the Securityholder has advised the Escrow Agent in writing otherwise before the escrow securities are released from escrow.

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.

Prior to the transfer the Escrow Agent must receive:

an officer's certificate stating that the transfer is to an existing or, upon his or her appointment, an incoming director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received;

an acknowledgment in the form of Schedule "B" signed by the transferee;

copies of the letters sent to the securities regulators accompanying the acknowledgement; and

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

At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

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.

Prior to the transfer the Escrow Agent must receive:

an officer's certificate 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 Canadian exchange the Issuer is listed on has been received;

a transfer power of attorney, duly executed by the transferor in accordance with the requirements of the Issuer's transfer agent.

At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

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.

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 Schedule "B" signed by the trustee in bankruptcy or other person or company legally entitled to the escrow securities.

Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

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.

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;

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

an acknowledgement in the form of Schedule "B" signed by the financial institution.

Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

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.

Prior to the transfer the Escrow Agent must receive:

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

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

an acknowledgement in the form of Schedule "B" signed by the trustee of the plan or fund.

Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

Effect of Transfer Within Escrow

Business Combinations

a formal take-over bid

a plan of arrangement

an amalgamation

a merger

any other similar transaction

Delivery to Escrow Agent

a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination either

share certificates or other evidence of the escrow securities, or

if you have provided the Escrow Agent with a notice of guaranteed delivery or similar notice of your intent to tender the escrow securities to the business combination, that notice,

and a duly completed and executed cover letter or similar document and, where required, transfer power of attorney duly completed and executed for transfer in accordance with the requirements of the depositary, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination; and

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

Delivery to Depositary

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 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 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

the successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy);

you are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and

(c)

you hold more 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 you under outstanding convertible securities in both your 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:

an officer's certificate from the successor issuer

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, and

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

if the Securityholder's securities are not subject to escrow under section 6.5, a notice from the Securityholder that the Securityholder wishes to receive share certificates or other evidence of the Securityholder's new securities.

The share certificate or other evidence of a Securityholder's new securities will be sent to the Securityholder's address on the Issuer's share register unless the Securityholder has advised the Escrow Agent in writing otherwise before the new securities are released from escrow.

If your new securities are subject to escrow, 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.

However, if the Issuer is

an emerging issuer, the successor issuer is an established issuer, and the business combination occurs 18 months or more after the Issuer's listing date, all escrow securities will be released immediately; and

an emerging issuer, the successor issuer is an established issuer, and the business combination occurs within 18 months after the Issuer's listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal instalments on the day that is 6 months, 12 months and 18 months after the Issuer's listing date.

Escrow Agent Not Responsible for Genuineness

Escrow Agent Not Responsible for Furnished Information

Escrow Agent Not Responsible after Release

Indemnification of Escrow Agent

The Issuer and each Securityholder jointly and severally:

release, indemnify and save harmless the Escrow Agent from all liabilities, actions, costs (including legal costs, expenses and disbursements), charges, claims, demands, damages, losses and expenses resulting from or arising out of the Escrow Agent's performance of its duties under this Agreement in good faith and without negligence;

agree not to make or bring a claim or demand, or commence any action, against the Escrow Agent in respect of its performance of its duties under this Agreement in good faith and without negligence; and

agree to indemnify and save harmless the Escrow Agent from all costs (including legal costs, expenses and disbursements) and damages that the Escrow Agent incurs or is required by law to pay as a result of any person's claim, demand or action in connection with the Escrow Agent's performance of its duties under this Agreement in good faith and without negligence.

This indemnity survives the release of the escrow securities, the resignation or termination of the Escrow Agent and the termination of this Agreement.

Escrow Agent Not a Trustee

Limitation of Liability of Escrow Agent

Remuneration of Escrow Agent

Additional Provisions

The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as "Documents") furnished to it and signed by any person required to or entitled to execute and deliver to the Escrow Agent any such Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.

The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the securities regulators with jurisdiction as set out in section 9.6, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent.

The Escrow Agent may retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer -as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors.

In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction.

The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party.

Remuneration of Escrow Agent

Resignation of Escrow Agent

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

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

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 securities regulators having jurisdiction in the matter 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.

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"

Further Assurances

Time

Incomplete IPO

Jurisdiction

Consent of Securities Regulators to Amendment

Governing Laws

Counterparts

Singular and Plural

Language

Benefit and Binding Effect

Entire Agreement

Successor to Escrow Agent