Exhibit 8.1


                          GUARDIAN BIOTECHNOLOGIES INC.


                             SUBSCRIPTION AGREEMENT


SUBSCRIPTION  AGREEMENT  made  as of this ______ day of _________, 200_, between
GUARDIAN  BIOTECHNOLOGIES  INC.,  a  Canada corporation (the "Company"), and the
undersigned  subscriber  (the  "Subscriber").

                                     RECITAL


The  Company  desires  to obtain financing by selling _________ shares of common
stock  (the  "Shares")  on  the  terms  described  in the current Prospectus for
Guardian Biotechnologies Inc., as supplemented or amended from time to time. The
Subscriber  desires to purchase that number of Shares set forth on the signature
page  hereof.

     NOW  THEREFORE,  for  and  in  consideration of the promises and the mutual
covenants  hereinafter set forth, the parties hereto do hereby agree as follows,
including  the  Recital:

1.     SUBSCRIPTION  FOR  SHARES  AND  REPRESENTATIONS  BY  THE  SUBSCRIBER

In  no  way  are  the  following representations to be made by you as subscriber
intended  to  suggest  you are waiving your rights to the protection afforded to
under  US securities laws. All such rights remain in force. The representations
you provide to the Company will be used solely for the purpose of accessing you
as a subscriber.

1.1     Subject  to the terms and conditions hereinafter set forth and described
in  the  current  Prospectus  for  Guardian Biotechnologies Inc., the Subscriber
subscribes  for  and  agrees  to  purchase the number of Shares for the purchase
price  set  forth upon the signature page hereof, and the Company agrees to sell
such  Shares  to  the  Subscriber  at  a  purchase  price  equal to such amount.
1.2    The  Subscriber represents and warrants that all  representations made by
the Subscriber hereunder are true and correct in all material respects as of the
date  of  execution hereof, and Subscriber further agrees that until the closing
on  the Shares subscribed for he/she shall inform the Company immediately of any
changes  in  any  of  the  representations provided by the Subscriber hereunder.


2.     TERMS  OF  OFFERING

2.1     The  subscription  period  will  begin  as  of __________, 200_ and will
terminate  upon the date decided by the Company in its prospectus (the "Offering
Expiration  Date").
2.2     All  funds  paid  hereunder  in  settlement of the subscription shall be
immediately  available  to  the  Company.
2.3     The  Subscriber agrees to purchase the number of Shares from the Company
set  forth  upon  the  signature  page  hereof.
2.4     Closings  on investor subscriptions shall be held as soon as practicable
following  the  Company's  acceptance  hereof.

                                        1

3.     MISCELLANEOUS

3.1     Any  notice  or  other  communication  given  hereunder  shall be deemed
sufficient  if  in  writing  and  sent  by  registered or certified mail, return
receipt  requested,  addressed  to  the  Company  at  IPW,  110 Gymnasium Place,
SASKATOON,  SASKATCHEWAN,  CANADA  S7N  0W9,  Attention:  President,  and to the
Subscriber  at his address indicated on the last page of this Agreement. Notices
shall  be  deemed  to  have been given on the date of mailing, except notices of
change  of  address,  which  shall  be  deemed to have been given when received.
3.2     This  Agreement  shall  not be changed, modified, or amended except by a
writing  signed  by  the  parties  to  be charged, and this Agreement may not be
discharged  except  by  performance in accordance with its terms or by a writing
signed  by  the  party to be charged. The respective representations, warranties
and  covenants of the parties set forth in this Agreement shall survive delivery
of  and  payment  for  the  Shares  contemplated  hereunder.
3.3     This  Agreement  shall  be  binding upon and inure to the benefit of the
parties  hereto and to their respective heirs, legal representatives, successors
and  assigns.  This  Agreement sets forth the entire agreement and understanding
between  the  parties  as to the subject matter hereof and merges and supersedes
all  prior  discussions,  agreements  and understandings of any and every nature
among  them.
3.4     This  Agreement  and its validity, construction and performance shall be
governed in all respects by the laws of the Canada, without giving effect to the
choice  of  law  rules  thereof.
3.5     This  Agreement  may be executed in counterparts. Upon the execution and
delivery  of  this  Agreement  by  the Subscriber, this Agreement shall become a
binding  obligation  of the Subscriber with respect to the purchase of Shares as
herein  provided.

     IN  WITNESS WHEREOF, the parties have executed this Agreement as of the day
and  year  first  written  above.

                              GUARDIAN  BIOTECHNOLOGIES  INC.
Date  of  Execution

                              By:  _________________________________

                              Its  _________________________________



TO  BE  COMPLETED  BY  INDIVIDUAL        TO  BE  COMPLETED  BY  CORPORATE,
SUBSCRIBERS                              PARTNERSHIP  OR  TRUST
                                         SUBSCRIBER



Name  of  Subscriber(s)                  Name  of  Subscriber
[Please  print]                          [Please  print]



                                         By:
Signature  of  Subscriber(s)             Authorized  Signatory


Address  of Subscriber                   Name and Title of Authorized Signature
                                         [Please  print]

                                        2

                                                                  [Please print]

Number  of  Shares Subscribed For at     Number of Shares Subscribed For at
$0.10  per  Share                        $0.10  per  Share


Total  Purchase  Price                   Total  Purchase  Price


Date  of  Execution                      Date  of  Execution




GUARDIAN  BIOTECHNOLOGIES  INC.  Subscription  form