STOCK OPTION AND SUBSCRIPTION AGREEMENT (for Non-U.S. Persons)

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.

STOCK OPTION AND SUBSCRIPTION AGREEMENT

(for Non-U.S. Persons)

THIS STOCK OPTION AND SUBSCRIPTION AGREEMENT is entered into as of the 8th day of August, 2007 (the "Date of Grant").

BETWEEN:

COUNTERPATH SOLUTIONS, INC. (FKA XTEN NETWORKS, INC.) (the "Company"), who has a business address at Suite 300, One Bentall Centre, 505 Burrard Street Vancouver, British Columbia V7X 1M4 .

AND:

___________________ , whose home address is __________________ (the "Optionee").

RECITALS

WHEREAS:

A.                            The Optionee is an employee of the Company or the Company’s subsidiary, CounterPath Solutions R&D Inc. (fka Xten Networks R&D Inc.);

B.                            The Board of Directors of the Company (the “Board”) has approved and adopted the 2005 Stock Option Plan (the “Plan”), pursuant to which the Board is authorized to grant to employees and other selected persons stock options to purchase common shares of the Company; and

C.                            The Board has authorized the grant to the Optionee of stock options to purchase a total of 100,000 common shares of the Company.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the sum of One ($1.00) Dollar now paid by the Optionee to the Company (the

CW1369102.1

2

receipt and sufficiency whereof is hereby acknowledged), it is hereby agreed by and between the parties as follows:

1.2                           Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan.

1.3                           The Company agrees to offer to the Optionee the option to purchase, upon the terms and conditions set forth herein and in the Plan, Options to purchase a total of _________________ (______________) Optioned Shares at the Exercise Price. The Company and the Optionee have agreed that the grant of the Options pursuant to this Agreement will satisfy the Company’s obligation to grant stock options as set out in the Offer and the Optionee agrees to release the Company with respect to any claim with respect to the Company’s obligation to grant stock options as set out in the Offer.

1.4                          The Options may be exercised after vesting and only in accordance with the following schedule:

CW1369102.1

3

1.5                           The Options shall, at 5:00 p.m. (Vancouver time) on the Expiry Date, forthwith expire and be of no further force or effect whatsoever.

1.6                           Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:

(b)             The date of an Optionee's termination of employment or contractual relationship with the Company or any Related Corporation (as defined in the Plan) for cause (as determined in the sole discretion of the Plan Administrator, acting reasonably) or the date of resignation by an Optionee from the Optionee’s employment or contractual relationship with the Company or any Related Company.

(c)             The expiration of one (1) year from the date of the death of the Optionee, or the expiration of one (1) year from termination of an Optionee's employment or contractual relationship by reason of Disability (as defined in Section 5(g) of the Plan).

(d)             The expiration of three (3) months from the date of an Optionee's termination of employment or contractual relationship with the Company or any Related Corporation for any reason whatsoever other than cause, death or Disability.

Each unvested Option granted pursuant hereto shall terminate immediately upon termination of or resignation from the Optionee's employment or contractual relationship with the Company for any reason whatsoever unless vesting is accelerated in accordance with Section 5.1(f) of the Plan.

1.7                           Subject to compliance with any applicable securities laws, the Options shall be exercisable, in full or in part, at any time after vesting, until termination; provided, however, that any Optionee who is subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934 with respect to the Common Stock shall be precluded from selling, transferring or otherwise disposing of any Common Stock underlying any Options during the six (6) months immediately following the grant of that Option. If less than all of the shares included in the vested portion of any Options are purchased, the remainder may be purchased at any subsequent time prior to the Expiry Date. No portion of any Options for less than fifty (50) shares (as adjusted pursuant to Section 5.1(m) of the Plan) may be exercised; provided, that if the vested portion of any Options is less than fifty (50) shares, it may be exercised with respect to all shares for which it is vested. Only whole shares may be issued pursuant to the exercise of any Options, and to the extent that any Options covers less than one (1) share, it is unexercisable.

Each exercise of the Options shall be by means of delivery of a Notice of Exercise (which may be in the form attached hereto as Exhibit A) to the Secretary of the Company at its principal executive office, specifying the number of shares of Common Stock to be purchased and accompanied by payment in cash by certified check or cashier's check in the amount of the full exercise price for the Common Stock to be purchased. In addition to payment in cash by certified check or cashier's check, an Optionee or transferee of the Options may pay for all or any portion of the aggregate exercise price by complying with one or more of the following alternatives:

CW1369102.1

4

(a)             by delivering a properly executed Notice of Exercise together with irrevocable instructions to a broker promptly to sell or margin a sufficient portion of the Common Stock and deliver directly to the Company the amount of sale or margin loan proceeds to pay the exercise price; or

(b)             by complying with any other payment mechanism approved by the Plan Administrator at the time of exercise.

It is a condition precedent to the issuance of Optioned Shares that the Optionee execute and/or deliver to the Company all documents and withholding taxes required in accordance with Section 5.1 of the Plan.

1.8                           Nothing in this Agreement shall obligate the Optionee to purchase any Optioned Shares except those Optioned Shares in respect of which the Optionee shall have exercised the Options in the manner provided in this Agreement.

1.9                           The terms of the Options are subject to the provisions of the Plan, as the same may from time to time be amended, and any inconsistencies between this Agreement and the Plan, as the same may be from time to time amended, shall be governed by the provisions of the Plan, a copy of which has been delivered to the Optionee, and which is available for inspection at the principal offices of the Company.

CW1369102.1

5