STRATABASE, INC.
                            34595 - 3rd Avenue, #101
                          Abbotsford, British Columbia
                                     V2S 8B7

                                      PROXY

                   2005 ANNUAL GENERAL AND SPECIAL MEETING OF
                                STRATABASE, INC.

            THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY

The undersigned shareholder of Stratabase, Inc. ("the Company") appoints Scott
Praill, director, or failing him, Fred Coombes, director as proxyholder on
behalf of the undersigned to attend the Annual General and Special Meeting of
the Company's shareholders to be held on June 29, 2005 and any adjournment
thereof, to act on behalf of and to vote the shares of the undersigned and to
cast the number of votes the undersigned would be entitled to cast if personally
present regarding the matters specified below.

The shares represented by this Proxy will be voted or withheld from voting in
accordance with the instructions of the undersigned shareholder and, if a choice
is specified with respect to any matter to be acted on, the shares will be voted
or withheld from voting accordingly. Where no choice is specified or where both
choices are specified in respect of any matter to be acted on, the shares
represented will be voted in favour of all matters. This Proxy gives the person
named as nominee discretionary authority regarding amendments or variations to
matters identified in the Notice of Meeting and other matters that may properly
come before the Meeting.

Voting Choices on Resolutions



                                                                                     
1.       To appoint BDO Dunwoody LLP, Chartered Accountants, as the Company's
         auditor until the next Annual General Meeting:

         In favour:  [     ]                                                                Withhold vote:  [     ]
2.       To authorize the directors to fix the remuneration to be paid to the Company's auditor:

         In favour:  [     ]                                                                      Against:  [     ]
3.       To set the number of directors at three (3):

         In favour:  [     ]                                                                      Against:  [     ]
4.       (a)      To elect as directors all the persons named in 4(b) below:

         In favour:  [     ]                                                                Withhold vote:  [     ]

         OR

         (b) To elect as director:

         Trevor Newton                                                                          In favour:  [     ]
                                                                                            Withhold vote:  [     ]

         Fred Coombes                                                                           In favour:  [     ]
                                                                                            Withhold vote:  [     ]

         Scott Praill                                                                           In favour:  [     ]
                                                                                            Withhold vote:  [     ]
5.       To consider and, if thought advisable, to pass, with or without
         amendment, a special resolution regarding the disposition of the
         certain software, intangible, and other assets associated with the
         present business of the Company as more particularly described in the
         accompanying Proxy Circular (the "Assets");

         In favour:  [     ]                                                                      Against:  [     ]


6.       To consider, and if thought advisable, to pass a resolution in
         connection with the disposition of the Assets, amending the Company's
         Articles of Continuance to change the name of the Company to Strata
         Petroleum Inc.,

         In favour:  [     ]                                                                      Against:  [     ]


7. To change the company's business to oil and gas exploration and extraction:

         In favour:  [     ]                                                                      Against:  [     ]




The undersigned acknowledges receipt of the Notice of Annual General and Special
Meeting and the accompanying Information Circular dated June 8, 2005.

The undersigned revokes any proxy previously given in respect of the Meeting.

If this form of Proxy is not dated by the shareholder in the space below, it is
deemed to bear the date on which it is mailed by the Company to the shareholder.

DATED this ____________ day of _______________________, 2005.





Signature of Shareholder

                                    Number of Shares Held:
- ----------------------------------
Name of Shareholder (Please Print)


Address














                             NOTES TO FORM OF PROXY
1.       IF YOU DO NOT WISH TO APPOINT ANY OF THE PERSONS NAMED IN THIS FORM OF
         PROXY, YOU SHOULD STRIKE OUT THEIR NAMES AND INSERT IN THE BLANK SPACE
         THE NAME OF THE PERSON YOU WISH TO ACT AS YOUR PROXYHOLDER. THIS PERSON
         NEED NOT BE A SHAREHOLDER OF THE COMPANY.
2.       This form of Proxy must be completed, dated, and signed by you or your
         attorney authorized in writing or, if you are a corporation, by an
         authorized director, officer, or attorney of the corporation. If this
         form of Proxy is signed by your attorney, the form of power of attorney
         or a notarially certified copy of it must be attached to the Proxy.
3.       This form of Proxy, and the power of attorney or other authority, if
         any, under which it is signed, or a notarially certified copy thereof,
         must be deposited at, mailed to, or sent by facsimile transmission to
         the Company's head office at the address listed on the first page of
         this form of Proxy, not less than 48 hours (excluding Saturdays,
         Sundays, and holidays) before the scheduled time of the Meeting or any
         adjournment thereof.

4.       If you do not comply with the time deadlines set out in these Notes,
         your Proxy will be invalid.