TRANSFER  OF THIS  WARRANT IS  PROHIBITED,  EXCEPT AS PROVIDED IN SECTION 2. THE
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED,  OR UNDER THE LAWS OF ANY STATE, AND THUS MAY
NOT BE SOLD OR  TRANSFERRED  IN THE ABSENCE OF AN EFFECTIVE  REGISLRATION  UNDER
SUCH LAWS OR AN OPINION OF COUNSEL  ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED).

THIS  WARRANT AND THE WARRANT  SHARES (AS DEFINED  HEREIN) ARE NOT  TRANSFERABLE
WITHOUT THE PRIOR  CONSENT OF THE  VANCOUVER  STOCK  EXCHANGE  UNTIL OCTOBER 15,
1998.

                             WARRANT- SERIES 1997-A

Warrant No. 2                                        Warrant to Purchase 700,000
                                                     Warrant Shares (subject to
                                                     adjustment)

                        SHAMPAN, LAMPORT HOLDINGS LIMITED
                            a Washington corporation

Shampan, Lamport Holdings Limited, a Washington corporation (the "Company"), for
value received, hereby grants to Steven A. Rabinovici (the "Holder"), the right,
subject to the terms and  conditions  set forth  herein,  to  purchase  from the
Company,  at any time  and from  time to  time,  up to  Seven  Hundred  Thousand
(700,000) duly authorized,  validly issued, fully paid and non-assessable shares
(the "Warrant  Shares") of the Common Stock of the Company (the "Common Stock"),
at an initial  purchase  price on a per share basis in United  States  currency,
subject to  adjustment  as provided in Section 3 hereof,  equal to Fifteen Cents
($0.15) if  exercised on or before  October 15, 1998 and equal to Seventeen  and
one-quarter cents ($0.1725) if exercised  thereafter  ("Exercise  Price").  This
Warrant  shall  terminate  if not  exercised  in full on or prior to October 15,
1999.  The number and character of the securities  purchasable  upon exercise of
such rights of purchase,  and the Exercise  Price,  are subject to adjustment as
provided  herein.  The term "Warrant" as used herein shall include this Warrant,
any  Warrant or  Warrants  issued in  substitution  for or  replacement  of this
Warrant,  or any Warrant or Warrants  into which this  Warrant may be divided or
exchanged.  The term "Warrant  Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.

1.   METHOD OF EXERCISE; PAYMENT OF EXERCISE PRICE

     (a)  Subject  to the  other  terms  and  conditions  of this  Warrant,  the
          purchase  rights  evidenced  by this Warrant may be exercised in whole
          or,  from  time to time,  in part,  at the times  and  subject  to the
          conditions  set forth  above,  by the  Holder's  presentation  of this
          Warrant to the Company at its principal offices, accompanied by a duly
          executed Notice of Exercise,  in the form attached hereto as Exhibit I
          and by this  reference  incorporated  herein,  and by  payment  of the
          aggregate  Exercise  Price in the manner  specified  in  Section  1(b)
          hereof,  for the number of Warrant  Shares  specified in the Notice of
          Exercise.

                                       1
<PAGE>

     (b)  The  aggregate  Exercise  Price  for  the  number  of  Warrant  Shares
          specified  in any Notice of Exercise  may be paid in cash by certified
          check  or  bank  cashier's  check  or  wire  transfer  of  immediately
          available funds.

     (c)  In the  event  of any  exercise  of the  rights  represented  by  this
          Warrant,  a  certificate  or  certificates  for the Warrant  Shares so
          purchased  shall be dated the date of such  exercise and  delivered to
          the Holder hereof within a reasonable time, not exceeding fifteen (15)
          days after such  exercise.  If this Warrant is exercised in part only,
          as soon as is practicable after the presentation and surrender of this
          Warrant to the Company for  exercise,  the Company  shall  execute and
          deliver to the  Holder a new  Warrant,  containing  the same terms and
          conditions  as this  Warrant,  evidencing  the right of the  Holder to
          purchase the number of Warrant Shares as to which this Warrant has not
          been  exercised.  Upon  receipt of this  Warrant by the Company at its
          principal  offices  accompanied  by the items  required  for  exercise
          specified in  subsection  (a) above,  the Holder shall be deemed to be
          the holder of record of the Warrant Shares issuable upon such exercise
          and a  shareholder  of the  Company,  notwithstanding  that the  stock
          transfer books of the Company may then be closed or that  certificates
          representing such Warrant Shares may not then be actually delivered to
          the Holder.

2.    TRANSFERABILITY, EXCHANGE OR LOSS OF WARRANT

     (a)  Except as provided herein, the Warrants shall not be transferable,  in
          whole  or in part.  The  Warrants  may be  transferred  to any  person
          receiving the Warrants from the Holder at the Holder's  death pursuant
          to a will or trust or the laws of intestate succession.

     (b)  This Warrant, alone or with any other Warrant owned by the same Holder
          containing   substantially   the  same   terms  and   conditions,   is
          exchangeable  at the option of the Holder  but at the  Company's  sole
          expense, at any time prior to its expiration either by its terms or by
          its exercise in full, upon  presentation  and surrender to the Company
          at its principal  offices,  for another Warrant or other Warrants,  of
          different  denominations  but containing the same terms and conditions
          as this Warrant,  entitling the Holder to purchase the same  aggregate
          number of Warrant Shares that were purchasable pursuant to the Warrant
          or Warrants presented and surrendered. At the time of presentation and
          surrender by the Holder to the Company,  the Holder shall also deliver
          to the Company a written notice, signed by the Holder,  specifying the
          denominations in which new Warrants are to be issued to the Holder.

     (c)  The  Company  shall  execute  and  deliver to the Holder a new Warrant
          containing  the same terms and conditions as this Warrant upon receipt
          by the Company of evidence reasonably  satisfactory to it of the loss,
          theft,  destruction or mutilation of this Warrant,  provided that: (i)
          in the case of loss,  theft or destruction,  the Company receives from
          the Holder a reasonably satisfactory indemnification;  and (ii) in the
          case of mutilation,  the Company receives from the Holder a reasonably
          satisfactory  form of indemnity and the Holder presents and surrenders
          this Warrant to the Company for cancellation. Any new Warrant executed
          and delivered shall constitute an additional contractual obligation on
          the part of the Company  regardless  of whether  the Warrant  that was
          lost, stolen,  destroyed, or mutilated is enforceable by anyone at any
          time.

                                       2
<PAGE>

     (d)  The Company will, at the time of or at any time after each exercise of
          this Warrant,  upon the request of the Holder hereof or of any Warrant
          Shares  issued  upon  such   exercise,   acknowledge  in  writing  its
          continuing  obligation  to afford to such  Holder  all rights to which
          such  Holder  shall  continue to be  entitled  after such  exercise in
          accordance with the terms of this Warrant,  provided, that if any such
          Holder  shall fail to make any such  request,  the  failure  shall not
          affect the continuing  obligation of the Company to afford such rights
          to such Holder.

3.    ADJUSTMENTS OF EXERCISE PRICE

     (a)  Except as provided  herein,  upon the  occurrence of any of the events
          specified in this Section 3, the Exercise  Price in effect at the time
          of such  event  and the  number of  Warrant  Shares  then  purchasable
          pursuant  to  this  Warrant  at that  time  shall  be  proportionately
          adjusted as provided herein.

     (b)  If the number of shares of Common Stock  outstanding at any time after
          the date hereof is increased by a stock dividend  payable in shares of
          Common  Stock or by a  subdivision  or  split-up  of  shares of Common
          Stock,  then,  on the date  such  payment  is made or such  change  is
          effective, the Exercise Price shall be appropriately decreased so that
          the number of Warrant Shares  issuable on the exercise of this Warrant
          shall be  increased  in  proportion  to such  increase of  outstanding
          shares.

     (c)  If the number of shares of Common Stock  outstanding at any time after
          the date  hereof is  decreased  by a  combination  of the  outstanding
          shares  of  Common  Stock,   then,  on  the  effective  date  of  such
          combination,  the Exercise Price shall be  appropriately  increased so
          that the number of Warrant  Shares  issuable  on the  exercise of this
          Warrant   shall  be  decreased  in  proportion  to  such  decrease  of
          outstanding shares.

     (d)  All calculations under this Section 3 shall be made to the nearest one
          hundredth  (11100) cent or to the nearest one  hundredth  (11100) of a
          share,  as the case may be. In no event  shall the  Exercise  Price be
          reduced to less than $.01.

     (e)  No  adjustment in the Exercise  Price need be made if such  adjustment
          would result in a change in the Exercise Price of less than $0.01. Any
          adjustment  of less  than  $0.01  which is not made  shall be  carried
          forward  and  shall  be made  at the  time of and  together  with  any
          subsequent  adjustment  which,  on a cumulative  basis,  amounts to an
          adjustment of $0.01 or more in the Exercise Price.

                                       3
<PAGE>

     (f)  Upon the occurrence of each adjustment or readjustment of the Exercise
          Price  pursuant to this  Section 3, the  Company at its expense  shall
          promptly  compute such  adjustment or  readjustment in accordance with
          the terms  hereof and  prepare  and  furnish  to the  Holder  hereof a
          certificate of an Officer of the Company setting forth such adjustment
          or  readjustment  and  showing  in detail  the facts  upon  which such
          adjustment or readjustment is based.  The Company shall,  upon written
          request  at any  time of any  Holder  hereof,  furnish  or cause to be
          furnished  to such Holder a like  certificate  setting  forth (i) such
          adjustments and readjustments,  (ii) the Exercise Price at the time in
          effect, and (iii) the number of Warrant Shares and the amount, if any,
          of  other  property  which  at the time  would  be  received  upon the
          exercise of this Warrant.

     (g)  In the event of any taking by the  Company of a record of the  holders
          of any class of securities for the purpose of determining  the holders
          thereof who are  entitled to receive any  dividend  (other than a cash
          dividend) or other distribution,  any right to subscribe for, purchase
          or  otherwise  acquire  any  shares of stock of any class or any other
          securities or property or to receive any right, the Company shall mail
          to the Holder hereof at least ten (10) days prior to such record date,
          a notice  specifying  the date on which any such record is to be taken
          for the purpose of such  dividend or  distribution  or right,  and the
          amount and character of such dividend, distribution or right.

     (h)  For purposes of this Section 3, equity securities owned or held at any
          relevant  time by or for the  account of the  Company in its  treasury
          shall not be deemed to be outstanding for purposes of the calculations
          and adjustments described.

4.   STOCK FULLY PAID; RESERVATION OF WARRANT STOCK

The Company covenants and agrees that all Warrant Shares that may be issued upon
the  exercise  of  this  Warrant  will,   upon  issuance,   be  fully  paid  and
non-assessable  and free from all  taxes,  liens and  charges  with  respect  to
issuance. The Company further covenants and agrees that during the period within
which  this  Warrant  may be  exercised,  the  Company  will at all  times  have
authorized and reserved for the purpose of the issue upon exercise of the rights
evidenced  by this  Warrant a  sufficient  number  of shares of Common  Stock to
provide for the exercise of this Warrant.

5.   TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933

     (a)  This Warrant is  non-transferable.  The Warrant Shares,  and all other
          equity  securities  issued or issuable  upon exercise of this Warrant,
          may not be offered,  sold or transferred,  in whole or in part, in the
          absence of an effective  registration  statement  under the Securities
          Act of  1933,  as  amended  (the  "Act"),  and  all  applicable  state
          securities  statutes,  or an  opinion  of  counsel  acceptable  to the
          Company to the effect that such registration is not required.

     (b)  The Company shall cause the following legends to be set forth on  each
          certificate  representing the Warrant Shares issuable upon exercise of
          this Warrant:

                                       4
<PAGE>
         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,   (THE
         "SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
         TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE  REGISTRATION  STATEMENT
         UNDER THE  SECURITIES  ACT, (B) IN  COMPLIANCE  WITH RULE 144 UNDER THE
         SECURITIES  ACT, OR (C) THE COMPANY HAS BEEN  FURNISHED WITH AN OPINION
         OF COUNSEL  REASONABLY  ACCEPTABLE TO THE COMPANY THAT NO REGISITRATION
         IS REQUIRED IN  CONNECTION  WITH SUCH SALE,  ASSIGNMENT  OR TRANSFER OR
         THAT AN EXEMPTION TO SUCH REGISTRATION IS AVAILABLE."

         "THESE  SECURITIES MAY NOT BE TRANSFERRED  WITHOUT THE PRIOR CONSENT OF
         THE VANCOUVER STOCK EXCHANGE UNTIL OCTOBER 15, 1998.

7.    FRACTIONAL SHARES

No fractional shares of Warrant Shares or scrip  representing  fractional shares
of Warrant  Shares  shall be issued upon the exercise of all or any part of this
Warrant.  With respect to any fraction of a unit or any security called for upon
any exercise of this  Warrant,  the Company shall pay to the Holder an amount in
money equal to that fraction  multiplied by the then Current  Market Price.  For
purposes of this  Agreement,  the term  "Current  Market  Price"  shall mean the
average for the 20 consecutive  trading days  immediately  preceding the date in
question of the daily per share  closing  prices of the Common Stock as reported
by the OTC  Bulletin  Board  or the  Nasdaq  SmallCap  Market  or the  principal
securities  exchange  on which it is listed,  as the case made be.  The  closing
price  referred  to above shall be the last  reported  sale price or, if no such
reported  sale takes place on such day, the average of the reported  closing bid
and asked  prices,  in either case as reported by the OTC Bulletin  Board of the
Nasdaq  SmallCap  Market or the  principal  securities  exchange  on which it is
listed, as the case may be.

8.    RIGHTS OF THE HOLDER

Prior to the exercise hereof,  the Holder shall not be entitled to any rights as
a shareholder of the Company by reason of this Warrant, either at law or equity.

9.    NOTICES

Except as may be otherwise  expressly provided herein, any notice,  consent,  or
other  communication  required or  permitted to be given  hereunder  shall be in
writing and shall be deemed to have been given: (i) five business days after the
date sent by United States certified mail, return receipt requested, with proper
postage  thereon;  (ii)  one day  after  sent if sent by  overnight  courier  of
national cognition; or (iii) when transmitted or delivered, if sent by facsimile
or personally delivered (as the case may be), and shall be addressed as follows:

                                       5
<PAGE>

     (a)  if to the Company,  at Suite 1500,  609 Granville  Street,  Vancouver,
          B.C., Canada V7Y 1G5, and

     (b)  if to the Holder, at 650-3333 Michelson Dr., Irvine, CA, 92612

or, in any such case,  at such other  address  or  addresses  as shall have been
furnished in writing by such party to the others.

10.   APPLICABLE LAW

Washington law shall govern the interpretation, construction, and enforcement of
this  Warrant  and  all   transactions  and  agreements   contemplated   hereby,
notwithstanding any state's choice of law rules to the contrary.

11.  MISCELLANEOUS PROVISIONS

     (a)  Subject to the terms and  conditions  contained  herein,  this Warrant
          shall be binding on the Company and its  successors and shall inure to
          the benefit of the original Holder, its successors and assigns and all
          holders of Warrant Shares.

     (b)  This  Warrant  may  not  be  modified  or  terminated,   nor  may  any
          performance  or condition  hereof be waived in whole or in part except
          by  an  agreement  in  writing   signed  by  the  party  against  whom
          enforcement of such modification, termination, or waiver is sought.

     (c)  If any  provision  of this  Warrant  is held by a court  of  competent
          jurisdiction to be invalid,  illegal or unenforceable,  such provision
          shall be severed, enforced to the extent possible, or modified in such
          a way as to make it  enforceable,  and the  invalidity,  illegality or
          unenforceability  thereof  shall  not  affect  the  remainder  of this
          Warrant.

     (d)  Paragraph  headings used in this Warrant are for convenience  only and
          shall not be taken or construed to define or limit any of the terms or
          of this  Warrant.  Unless  otherwise  provided  herein,  or unless the
          context otherwise requires,  the use of the singular shall include the
          plural and the use of any gender shall include all genders.

ISSUED and executed this 21st day of July, 1998.


SHAMPAN, LAMPORT HOLDINGS LIMITED


By:________________________
Director

                                       6
<PAGE>


                                    EXHIBIT I

                               NOTICE OF EXERCISE


(To be executed by a Holder  desiring to exercise the right to purchase  Warrant
Shares pursuant to the Warrant.)

SHAMPAN, LAMPORT HOLDINGS LIMITED

The undersigned Holder of the Warrant hereby:

     1.   irrevocably elects to exercise the Warrant to the extent of purchasing
          _____________Warrant Shares;

     2.   makes  payment  in full of the  aggregate  Exercise  Price  for  those
          Warrant Shares in the amount of  $________________  by certified check
          or wire transfer of immediately available funds;

     3.   requests,  if the number of Warrant  Shares  purchased are not all the
          Warrant Shares purchasable pursuant to the Warrant, that a new Warrant
          of like tenor for the remaining Warrant Shares purchasable pursuant to
          the Warrant be issued and delivered to the  undersigned at the address
          indicated below.


Dated:__________________ Holder: __________________________


By: ________________________

Its: ________________________

Address: _________________________________


         _________________________________


                                       7