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Exhibit 10.2 Warrant Agreement with Roan Meyers Associates, LP


                                WARRANT AGREEMENT

         THIS WARRANT AGREEMENT CERTIFIES THAT ROAN MEYERS ASSOCIATES L.P. (THE
"HOLDER"), IS THE OWNER OF 500,000 WARRANTS (SUBJECT TO ADJUSTMENT AS PROVIDED
HEREIN), EACH OF WHICH REPRESENT THE RIGHT TO SUBSCRIBE FOR AND PURCHASE FROM
MIV THERAPEUTICS, INC., A NEVADA CORPORATION (THE "COMPANY"), ONE SHARE OF THE
COMPANY'S COMMON STOCK, $.001 PAR VALUE, (SUCH COMMON STOCK, INCLUDING ANY STOCK
INTO WHICH IT MAY BE CHANGED, RECLASSIFIED OR CONVERTED, IS HEREIN REFERRED TO
AS THE "COMMON STOCK") ("WARRANTS") AT THE PURCHASE PRICE OF $.40 PER SHARE
(SUBJECT TO ADJUSTMENT AS PROVIDED HEREIN) (THE "EXERCISE PRICE").

THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE OFFERED FOR INVESTMENT ONLY AND
HAVE NOT BEEN REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF
1933, AS AMENDED ("ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION, SPECIFIED IN SECTION 4(2) OF THE ACT AND RULE 506
OF REGULATION D PROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERY TO THE COMPANY OR ITS TRANSFER AGENT
OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT THAT
SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER; OR THE SUBMISSION TO THE
COMPANY OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO
THE COMPANY OR ITS TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT
BE IN VIOLATION OF THE ACT, APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED PURSUANT THERETO.

The Warrants are subject to the following provisions, terms and conditions:

1. EXERCISE OF WARRANTS

EXERCISE OF WARRANTS. The Warrants may be exercised by the Holder, in whole or
in part (but not as to a fractional share of Common Stock), by surrender of this
Warrant Agreement at the principal office of the Company located at 1-8765 Ash
Street, Vancouver, B.C., Canada V6P 6T3 (or such other office or agency of the
Company as may be designated by notice in writing to the Holder at the address
of the Holder appearing on the books and records of the Company), with the
appropriate form attached hereto duly exercised, at any time within the period
beginning on the date of this Warrant Agreement, which is specified immediately
above the signature lines of this Warrant Agreement ("Effective Date") and
ending on that date exactly five (5) years from the Effective Date (the
"Exercise Period") and by payment to the Company by certified check or bank
draft of the purchase price for such shares of the Common Stock. The Company
agrees that the shares of Common Stock so purchased shall be deemed to be issued
to the Holder as the record owner of such shares of Common Stock as of the close
of business on the date on which this Warrant Agreement shall have been
surrendered and payment made for such shares of Common Stock. Certificates
representing the shares of Common Stock so purchased, together with any cash for
fractional shares of Common Stock paid pursuant to Section 2E of this Warrant
Agreement, shall be delivered to the Holder promptly and in no event later than
ten (10) days after the Warrants shall have been so exercised.


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2. ADJUSTMENTS

A. ADJUSTMENTS. The Exercise Price and the number of shares of Common Stock
issuable upon exercise of each Warrant shall be subject to adjustment from time
to time, as follows:

         (1)      STOCK DIVIDENDS; STOCK SPLITS; REVERSE STOCK SPLITS; AND
                  RECLASSIFICATIONS. In the event that the Company shall (a) pay
                  a dividend with respect to its capital stock in shares of
                  Common Stock, (b) subdivide its issued and outstanding shares
                  of Common Stock, (c) combine its issued and outstanding shares
                  of common stock into a smaller number of shares of any class
                  of Common Stock or (d) issue any shares of its capital stock
                  in a reclassification of the Common Stock (including any such
                  reclassification in connection with a merger, consolidation or
                  other business combination in which the Company is the
                  continuing corporation) (any one of which actions is herein
                  referred to as an "Adjustment Event"), the number of shares of
                  Common Stock purchasable upon exercise of each Warrant
                  immediately prior to the record date for such Adjustment Event
                  shall be adjusted so that the Holder shall thereafter be
                  entitled to receive the number of shares of Common Stock or
                  other securities of the Company (such other securities
                  thereafter enjoying the rights of shares of Common Stock
                  pursuant to this Warrant Agreement) that the Holder would have
                  owned or have been entitled to receive after the happening of
                  such Adjustment Event, had such Warrant been exercised
                  immediately prior to the happening of such Adjustment Event or
                  any record date with respect thereto. An adjustment made
                  pursuant to this Section 2A(1) shall become effective
                  immediately after the effective date of such Adjustment Event
                  retroactive to the record date, if any, for such Adjustment
                  Event.

         (2)      DISTRIBUTIONS OF SUBSCRIPTION RIGHTS OR CONVERTIBLE
                  SECURITIES. In the event that the Company shall specify a
                  record date for the making of a distribution to all holders of
                  shares of Common Stock or rights, options, warrants or
                  convertible or exchangeable securities which have the right to
                  subscribe for or purchase shares of Common Stock (excluding
                  those referred to in Section 2A(5) below), then in each such
                  event the number of shares of Common Stock purchasable after
                  such record date upon the exercise of each Warrant shall be
                  determined by multiplying the number of shares of Common Stock
                  purchasable upon the exercise of each Warrant immediately
                  prior to such record date by a fraction, the numerator of
                  which shall be the then Current Market Value (as defined in
                  Section 2A(3) below) of one share of Common Stock on the
                  record date for such distribution and the denominator of which
                  shall be the then Current Market Value of one share of Common
                  Stock on the record date for such distribution less the then
                  fair value (as determined by the Independent Financial Expert
                  (as defined in Section 2A(3) below)), of such rights, options
                  or warrants, or of such convertible or exchangeable securities
                  distributed with respect to one share of Common Stock. Such
                  adjustment shall be made whenever any such distribution is
                  made and shall become effective on the date of distribution
                  retroactive to the record date for the determination of
                  stockholders entitled to receive such distribution.


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         (3)      CURRENT MARKET VALUE. For the purpose of any computation
                  pursuant to this Section 2, the Current Market Value of one
                  share of Common Stock or of any other security (herein,
                  collectively, referred to as a "security") at the date herein
                  specified shall be (a) if the Company does not have a class of
                  equity securities registered pursuant to the Securities
                  Exchange Act of 1934 (the "Exchange Act"), the value of the
                  security (i) determined in good faith in the most recently
                  completed arms-length transaction between the Company and a
                  third party who is not an affiliate of the Company in which
                  such determination is necessary and the closing of which
                  occurs on such date or shall have occurred within the six (6)
                  months preceding such date; provided, however, that the Board
                  of Directors of the Company shall in good faith determine that
                  any such value represents a reasonable estimate of the fair
                  value of a share of Common Stock as of such date, (ii) if no
                  such transaction shall have occurred on such date or within
                  such six-month period, most recently determined as of a date
                  within the six (6) months preceding such date by an
                  Independent Financial Expert (in the event of more than one
                  such determination, the determination for the later date shall
                  be used) or (iii) if no such determination shall have been
                  made within such six month period, determined as of such date
                  by an Independent Financial Expert, or (b) if the Company does
                  have a class of equity securities registered pursuant to the
                  Exchange Act, deemed to be the average of the daily market
                  prices of the security for five trading days before such date
                  or, if the Company has had a class of equity securities
                  registered pursuant to the Exchange Act for less than five (5)
                  trading days before such date, then the average of the daily
                  market prices for all of the trading days before such date for
                  which daily market prices are available. For purposes of this
                  Section 2, an "affiliate" of a person shall mean any other
                  person that directly, or indirectly through one or more
                  intermediaries, controls, or is controlled by, or is under
                  common control with, such person. For purposes of this
                  definition, "control" means the power to direct the management
                  and policies of a person, directly or indirectly, whether
                  through the ownership of voting securities, by contract or
                  otherwise.

                  The market price for each such business day shall be (a) in
                  the event of a security listed or admitted to trading on any
                  securities exchange, the closing price, regular way, on such
                  day, or if no sale takes place on such day, the average of the
                  closing bid and asked prices on such day; (b) in the event of
                  a security not then listed or admitted to trading on any
                  securities exchange, the last reported sale price on such day,
                  or if no sale takes place on such day, the average of the
                  closing bid and asked prices on such day, as reported by a
                  reputable quotation source designated by the Company; (c) in
                  the event of a security not then listed or admitted to trading
                  on any security exchange and as to which no such reported sale
                  price or bid and asked prices are available, the average of
                  the reported high bid and low asked prices on such day, as
                  reported by a reputable quotation service, or a newspaper of
                  general circulation in the City of Los Angeles, State of
                  California, customarily published on each business day,
                  designated by the Company, or if there shall be no bid and
                  asked prices on such day, the average of the high bid and low
                  asked prices, as so reported, on the most recent day (not more
                  than five days prior to the date in question) for which prices
                  have been so reported; and (d) if there are no bid and asked
                  prices reported during the five days prior to the date in
                  question, the Current Market Value of the security shall be
                  determined as if the Company did not have a class of equity
                  securities registered pursuant to the Exchange Act.


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                  For purposes of this Section 2A(3), an "Independent Financial
                  Expert" shall mean a nationally recognized investment banking
                  firm (a) which does not (and whose directors, officers,
                  employees and affiliates do not), have a direct or indirect
                  financial interest in the Company (other than the beneficial
                  ownership, directly or indirectly, of less than three percent
                  (3%) of the outstanding shares of capital stock of the
                  Company); (b) which has not been, and, at the time it is
                  requested to give independent financial advice to the Company,
                  is not (and none of whose directors, officers, employees or
                  affiliates is) a promoter, director or officer of the Company
                  or any of its affiliates or an underwriter with respect to any
                  of the Company's securities; (c) which does not provide any
                  advice or opinions to the Company, except as an Independent
                  Financial Expert; and (d) which is mutually agreeable to the
                  Company and the Holder. If the Company and the Holder do not
                  promptly agree as to the Independent Financial Expert, each
                  shall appoint one investment banking firm and the two firms so
                  appointed shall select the Independent Financial Expert to be
                  employed by the Company. An Independent Financial Expert may
                  be compensated by the Company for opinions or services it
                  provides as an Independent Financial Expert. In making its
                  determination of the value of the Common Stock, the
                  Independent Financial Expert shall use one or more valuation
                  methods that the Independent Financial Expert, in its best
                  professional judgment, determines to be most appropriate.
                  After the Independent Financial Expert has made its
                  determination, the Company shall cause the Independent
                  Financial Expert to prepare a report (a "Value Report")
                  specifying the methods of valuation considered or used and the
                  value of the Common Stock or other security it values and
                  containing a statement as to the nature and scope of the
                  examination made. The Value Report shall accompany any
                  Adjustment Notice (as defined in Section 2B of this Warrant
                  Agreement) sent by the Company to the Holder pursuant to
                  Section 2B of this Warrant Agreement; provided, however, that
                  the adjustment to the Exercise Price that is the subject of
                  such Adjustment Notice requires the services of an Independent
                  Financial Expert.

         (4)      ADJUSTMENT OF EXERCISE PRICE. Whenever the number of shares of
                  Common Stock purchasable upon the exercise of each Warrant is
                  adjusted pursuant to Sections 2A(1) or 2A(2) of this Warrant
                  Agreement, the Exercise Price for each share of Common Stock
                  payable upon exercise of each Warrant shall be adjusted by
                  multiplying such Exercise Price immediately prior to such
                  adjustment by a fraction, the numerator of which shall be the
                  number of shares of Common Stock purchasable upon the exercise
                  of each Warrant immediately prior to such adjustment, and the
                  denominator of which shall be the number of shares of Common
                  Stock so purchasable immediately thereafter.

         (5)      ISSUANCE OF COMMON STOCK TO STOCKHOLDERS AT LESS THAN CURRENT
                  MARKET VALUE. In the event that the Company sells and issues
                  to a stockholder of the Company or to any affiliate of such
                  stockholder shares of any common stock, or rights, options,
                  warrants or convertible or exchangeable securities containing
                  the right to subscribe for or purchase shares of Common Stock
                  (excluding (a) shares, rights, options, warrants or
                  convertible or exchangeable securities issued in any of the
                  transactions described in Sections 2A(1) and 2A(2) above, (b)
                  the Warrants and any shares of Common Stock issuable upon
                  exercise thereof, (c) shares of Common Stock or other
                  securities, or options or rights in respect thereof, issued to
                  full-time employees of the Company or its subsidiaries in the
                  ordinary course of business as compensation for services
                  rendered or to be rendered or as part of an employee incentive
                  program and (d) shares of Common Stock or other securities
                  issued upon exercise, conversion or exchange of rights,
                  options, warrants or convertible or exchangeable securities
                  issued in any of the transactions described in Sections 2A(1)
                  and 2A(2) above or in a transaction with respect to which no
                  adjustment was required pursuant to this Section 2A (but
                  including shares, rights, options, warrants or convertible or
                  exchangeable securities issued as consideration in any merger,
                  consolidation or other business combination)) at a price per
                  share of Common Stock (determined, in the event of such


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                  rights, options, warrants or convertible or exchangeable
                  securities, by dividing (i) the total amount receivable by the
                  Company in consideration of the sale and issuance of such
                  rights, options, warrants or convertible or exchangeable
                  securities (which amount may be zero if such rights, options,
                  warrants or convertible or exchangeable securities are issued
                  without consideration), plus the total consideration payable
                  to the Company upon exercise, conversion or exchange thereof,
                  by (ii) the total number of shares of Common Stock
                  contemplated by such rights, opinions, warrants or convertible
                  or exchangeable securities) that is less than the then Current
                  Market Value per share of such Common Stock (as determined by
                  the Independent Financial Expert in accordance with Section
                  2A(3) above) in effect immediately prior to such sale and
                  issuance, then the Exercise Price shall be adjusted
                  (calculated to the nearest $0.01) so that the Exercise Price
                  shall equal the price determined by multiplying the Exercise
                  Price in effect immediately prior thereto by a fraction, the
                  numerator of which shall be an amount equal to the sum of (i)
                  the number of shares of Common Stock outstanding immediately
                  prior to such sale and issuance plus (ii) the number of shares
                  of Common Stock which the aggregate consideration received
                  (determined as provided below) for such sale or issuance would
                  purchase at such Current Market Value per share, and the
                  denominator of which shall be the total number of shares of
                  Common Stock outstanding (determined as provided below)
                  immediately after such sale and issuance. Such adjustment
                  shall be made successively whenever such an issuance is made.

                  Upon the occurrence of a sale and issuance described in the
                  preceding paragraph, the number of shares of Common Stock
                  purchasable pursuant to the exercise of the rights specified
                  in this Warrant Agreement shall be that number determined by
                  multiplying the number of shares of Common Stock issuable upon
                  exercise immediately prior to such adjustment by a fraction,
                  the numerator of which is the Exercise Price in effect
                  immediately prior to such adjustment and the denominator of
                  which is the Exercise Price as so adjusted.

                  For the purposes of such adjustments, the shares of Common
                  Stock which the holder of any such rights, options, warrants
                  or convertible or exchangeable securities shall be entitled to
                  subscribe for or purchase shall be deemed to be issued and
                  outstanding as of the date of such sale and issuance, and the
                  consideration received by the Company therefor shall be deemed
                  to be the consideration received by the Company for such
                  rights, options, warrants or convertible or exchangeable
                  securities (which consideration may be zero if such rights,
                  options, warrants or convertible or exchangeable securities
                  are issued without consideration), plus the consideration or
                  premiums specified in such rights, options, warrants or
                  convertible or exchangeable securities to be paid for the
                  shares of any Common Stock covered thereby. In the event that
                  the Company shall sell and issue, in a transaction to which
                  this Section 2A(5) applies, shares of Common Stock or rights,
                  options, warrants or convertible or exchangeable securities
                  containing the right to subscribe for or purchase shares of
                  Common Stock, for consideration consisting, in whole or in
                  part, of property other than cash or its equivalent, then
                  determining the "price per share of Common Stock" and the
                  "consideration received by the Company" for purposes of the
                  first sentence of this Section 2A(5), the Board of Directors
                  of the Company shall determine, in good faith, the fair value
                  of the rights, options, warrants or convertible or
                  exchangeable securities then being sold as part of such unit.
                  There shall be no adjustment of the Exercise Price pursuant to
                  this Section 2A(5) if the amount of such adjustment shall be
                  less than $.01 per share of Common Stock; provided, however,
                  that any adjustments which by reason of this provision are not
                  required to be made shall be carried forward and taken into
                  account in any subsequent adjustment.

         (6)      EXPIRATION OF RIGHTS, OPTIONS AND CONVERSION PRIVILEGES. Upon
                  the expiration without being exercised of any rights, options,
                  warrants or conversion or exchange privileges for which an
                  adjustment has been made pursuant to this Warrant Agreement,
                  the Exercise Price and the number of shares of Common Stock
                  purchasable upon the exercise of each Warrant shall, upon such
                  expiration, be readjusted and shall thereafter, upon any
                  future exercise, be such as they would have been had they been
                  originally adjusted (or had the original adjustment not be
                  required, as the case may be) as if (i) the only shares of
                  Common Stock so issued were the shares of such Common Stock,
                  if any, actually issued or sold upon the exercise of such
                  rights, options, warrants or conversion or exchange rights and
                  (ii) such shares of Common Stock, if any, were issued or sold
                  for the consideration actually received by the Company upon
                  such exercise plus the consideration, if any, actually

<PAGE>

                  received by the Company for issuance, sale or grant of all
                  such rights, options, warrants or conversion or exchange
                  rights whether or not exercised; provided, however, that no
                  such readjustment shall have the effect of increasing the
                  Exercise Price by an amount, or decreasing the number of
                  shares purchasable upon exercise of each Warrant by a number,
                  in excess of the amount or number of the adjustment initially
                  made in respect to the issuance, sale or grant of such rights,
                  options, warrants or conversion or exchange rights.

         (7)      DE MINIMIS ADJUSTMENTS. Except as provided in Section 2A(5) of
                  this Warrant Agreement with reference to adjustments required
                  by such Section 2A(5), no adjustment in the number of shares
                  of Common Stock purchasable pursuant to this Warrant Agreement
                  shall be required, unless such adjustment would require an
                  increase or decease of at least one percent (1%) in the number
                  of shares of Common Stock purchasable upon an exercise of each
                  Warrant; provided, however, that any adjustments which by
                  reason of this Section 2A(7) are not required to be made shall
                  be carried forward and taken into account in any subsequent
                  adjustment. All calculations shall be made to the nearest full
                  share.

         (8)      DUTY TO MAKE FAIR ADJUSTMENTS IN CERTAIN CASES. If any event
                  occurs as to which in the opinion of the Board of Directors of
                  the Company the other provisions of this Section 2A are not
                  strictly applicable or if strictly applicable would not fairly
                  protect the purchase rights of the Warrants in accordance with
                  the essential intent and principles of such provisions, then
                  the Board of Directors of the Company shall make an adjustment
                  in the application of such provisions, in accordance with such
                  essential intent and principles, so as to protect such
                  purchase rights as aforesaid.

         (9)      ADJUSTMENT FOR ASSET DISTRIBUTIONS. If the Company shall
                  determine a record date for the making of a distribution to
                  all holders of shares of Common Stock or evidence of
                  indebtedness of the Company or other assets (other than
                  ordinary cash dividends not in excess of the retained earnings
                  of the Company determined by the application of generally
                  accepted accounting principles), then the Exercise Price for
                  each share of Common Stock payable upon exercise of each
                  Warrant shall be reduced by the then fair value (as determined
                  by the Independent Financial Expert (as defined in Section
                  2A(3) above)) of the indebtedness or other assets distributed
                  in respect of one such share. Such adjustment shall be made
                  whenever any such distribution is made and shall become
                  effective on the date of distribution retroactive to the
                  record date for the determination of stockholders entitled to
                  receive such distribution.

B. NOTICE OF ADJUSTMENT. Whenever the number of shares of Common Stock
purchasable upon the exercise of each Warrant or the Exercise Price is adjusted
as herein provided, the Company shall promptly notify the Holder in writing
(such writing referred to as an "Adjustment Notice") of such adjustment or
adjustments and shall deliver to the Holder a certificate of a firm of
independent public accountants selected by the Board of Directors of the Company
(who may be the regular accountants employed by the Company) or of the
Independent Financial Expert, if any, which makes a determination of Current
Market Value with respect to any such adjustment setting forth the number of
shares of Common Stock purchasable upon the exercise of each Warrant and the
Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made.

<PAGE>

C. AMENDMENT OF WARRANT AGREEMENT. This Warrant Agreement need not be changed
because of any change in the Exercise Price or in the number of shares of Common
Stock purchasable upon the exercise of a Warrant. The Company may, at the time,
in the Company's sole discretion, make any change in the form of a warrant
agreement that the Company may deem appropriate and that does not affect the
substance thereof and any warrant agreement thereafter issued, whether in
exchange or substitution for any outstanding warrant agreement or otherwise, may
be in the form so changed.

D. NOTICE TO HOLDER OF RECORD DATE, DISSOLUTION, LIQUIDATION OR WINDING UP. The
Company shall cause to be mailed (by first class mail, postage prepaid) to the
Holder notice of the record date for any dividend, distribution or payment, in
cash or in kind (including, without limitation, evidence of indebtedness and
assets), with respect to shares of Common Stock at least twenty (20) calendar
days before any such date. In the event that at any time after the date hereof
there shall be a voluntary or involuntary dissolution, liquidation or winding up
of the Company, then the Company shall cause to be mailed (by first class mail,
postage prepaid) to the Holder at the Holder's address as shown on the books of
the Company, at the earliest practicable time (and, in any event, not less than
twenty (20) calendar days before any date set for definitive action), notice of
the date on which such dissolution, liquidation or winding up shall take place,
as the case may be. The notices referred to above shall also specify the date as
of which the holders of the shares of Common Stock of record or other securities
underlying the Warrants shall be entitled to receive such dividend, money or the
property deliverable upon such dissolution, liquidation or winding up, as the
case may be (the "Entitlement Date"). In the case of a distribution of evidence
of indebtedness or assets (other than in dissolution, liquidation or winding up)
which has the effect of reducing the Exercise Price to zero or less pursuant to
Section 2A(9) of this Warrant Agreement, if the Holder elects to exercise the
Warrants in accordance with Section 1 of this Warrant Agreement and become a
holder of the Common Stock on the Entitlement Date, the Holder shall thereafter
receive the evidence of indebtedness or assets distributed in respect of shares
of Common Stock. In the case of any dissolution, liquidation or winding up of
the Company, the Holder shall receive on the Entitlement Date the cash or other
property, less the Exercise Price for the Warrants then in effect, that such
Holder would have been entitled to receive had the Warrants been exercisable and
exercised immediately prior to such dissolution, liquidation or winding up (or,
if appropriate, record date therefor) and any right of a Holder to exercise the
Warrants shall terminate.

E. FRACTIONAL INTEREST. The Company shall not be required to issue fractional
shares of Common Stock on the exercise of the Warrants. If more than one Warrant
shall be presented for exercise in full at the same time by the Holder, the
number of full shares of Common Stock which shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of whole shares of Common
Stock purchasable on exercise of the Warrants so presented. If any fraction of a
share of Common Stock would, except for the provisions of this Section 2E be
issuable on the exercise of the Warrants (or specified proportion thereof), the
Company shall pay an amount in cash calculated by it to be equal to the then
fair value of one share of Common Stock, as determined by the Board of Directors
of the Company in good faith, multiplied by such fraction computed to the
nearest whole cent.

3. RESERVATION AND AUTHORIZATION OF COMMON STOCK

The Company covenants and agrees (a) that all shares of Common Stock which may
be issued upon the exercise of the Warrants will, upon issuance, be validly
issued, fully paid and nonassessable and free of all insurance or transfer
taxes, liens and charges with respect to the issue thereof; (b) that during the
Exercise Period, the Company will at all times have authorized and reserved for
the purpose of issue or transfer upon exercise of the Warrants, sufficient
shares of Common Stock to provide for the exercise of the Warrants, and (c) that


<PAGE>

the Company will take all such action as may be necessary to ensure that the
shares of Common Stock issuable upon the exercise of the Warrants may be so
issued without violation of any applicable law or regulation, or any
requirements of any domestic securities exchange upon which any capital stock of
the Company may be listed; provided, however, that nothing contained herein
shall impose upon the Company any obligation to register the Warrants or the
Common Stock pursuant applicable securities laws. In the event that any
securities of the Company, other than the Common Stock, are issuable upon
exercise of the Warrants, the Company will take or refrain from taking any
action referred to in clauses (a) through (c) of this Section 3 as though such
clauses applied, mutatis mutandis, to such other securities then issuable upon
the exercise the Warrants.


4. NO VOTING RIGHTS

This Warrant Agreement shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company.

5. EXERCISE OR TRANSFER OF WARRANTS OR COMMON STOCK

The Holder agrees to be obligated by any and all provisions with respect to any
and all limitations, including limitations imposed by the Securities Act of
1933, as amended, regarding the Warrants and the shares of Common Stock or other
securities issuable upon exercise of the Warrants.

6. MERGERS, CONSOLIDATIONS, ETC.

A. Except as may otherwise be provided in Section 2A(5), if the Company shall
merge or consolidate with another corporation, the Holder shall thereafter have
the right, upon exercise of the rights specified in this Warrant Agreement and
payment of the Exercise Price, to receive solely the kind and amount of shares
of stock (including, if applicable, Common Stock), other securities, property or
cash or any combination thereof receivable by a holder of the number of shares
of Common Stock for which this Warrant Agreement might have been exercised
immediately prior to such merger or consolidation (assuming, if applicable, that
the holder of such Common Stock failed to exercise its rights of election, if
any, as to the kind or amount of shares of stock, other securities, property or
cash or combination thereof receivable upon such merger or consolidation).

B. In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of (other than elimination or par value, a change in par
value, or from par value to no par value, or as the result of a subdivision or
combination of shares (which is provided for elsewhere herein), but including
any reclassification of the shares of Common stock into two (2) or more classes
or series of shares) or in case of any merger or consolidation of another
corporation into the Company in which the Company is the surviving corporation
and in which there is a reclassification or change of the shares of Common Stock
(other than a change in par value, or from par value to no par value, or as a
result of a subdivision or combination (which is provided for elsewhere herein),
but including any reclassification of the shares of Common Stock, the Holder
shall thereafter have the right, upon exercise hereof and payment of the
Exercise Price, to receive solely the kind and amount of shares of stock
(including, if applicable, Common Stock), other securities, property or cash or
any combination thereof receivable upon such reclassification, change, merger or
consolidation by a holder of the number of shares of Common Stock for which the
rights specified in this Warrant Agreement might have been exercised immediately
prior to such reclassification, change, merger or consolidation (assuming, if
applicable, that the holder of such Common Stock failed to exercise its rights
of election, if any, as to the kind or amount of shares of stock, other
securities, property or cash or combination thereof receivable upon such
reclassification, change, merger or consolidation).



<PAGE>


7.       RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS

The rights and obligations of the Company, of the Holder, and of the holders of
shares of Common Stock or other securities issued upon exercise of the Warrants,
specified in this Warrant Agreement shall survive the exercise of the Warrants.

Dated: October 22nd, 2002

COMPANY

MIV Therapeutics, Inc.
a Nevada Corporation

By:      /s/ Alan Lindsay
         ------------------------
Its:     President


HOLDER


/s/ Bruce Meyers
------------------------------
(Signature of Holder)


Bruce Meyers
------------------------------
(Print Name of Holder)