exv4w6



 



Exhibit 4.6





	 	 
	Number  l 	Warrant  l



AGENT’S WARRANT

TO PURCHASE COMMON SHARES OF



BEAR CREEK MINING CORPORATION (THE “COMPANY”)

(INCORPORATED UNDER THE LAWS OF YUKON)



WARRANT FOR PURCHASE OF COMMON SHARES



THIS IS TO CERTIFY THAT, for value received, Haywood Securities Inc. (the
“Warrant Holder”), of Suite 2000, 400 Burrard Street, Vancouver, British
Columbia is entitled to purchase 1,320,000 fully paid and non-assessable common
shares in the capital of the Company (the“Shares”) for a period of one year at
a price of US$0.50 (the “Warrant”) upon and subject to the terms and conditions
referred to on the reverse hereof.


This Warrant may be exercised only at Pacific Corporate Trust Company, 10th
floor, 625 Howe Street, Vancouver, BC, V6C 3B8.


IN WITNESS WHEREOF the Company has caused this Warrant to be executed by an
authorized officer.



	 	 
	DATED   l	 
	
	
	
	

	 	 
	
	
	
	

	

Chairman	 
	
	
	
	

	 	 
	
	
	
	

	

President	 
	
	
	
	

	 	 
	
	
	
	

	(See instructions on the reverse side of this Warrant.)	 



 







 


SUBSCRIPTION FORM



TO:  Bear Creek Mining Corporation



The registered holder of this Warrant subscribes for __________ Shares
according to the conditions hereof and herewith makes payment of the purchase
price in full for this number of Shares.


The undersigned hereby directs that the Shares hereby subscribed for be issued
and delivered as follows:



	 	 	 	 	 
	Name(s) in Full	 	Addresses	 	Number of Shares
	




(Please print full names in which share certificates are to be issued, stating
whether Mr., Mrs., Miss or Ms. If any of the shares are to be issued to a
person or persons other than the registered holder, the registered holder must
pay to the Company all requisite transfer taxes and/or fees.)



	 	 	 
	DATED ______________	 	 
	
	
	
	

	 	 	 
	
	
	
	

	

Witness	 	


Signature
	
	
	
	

	 	 	 
	
	
	
	

	Please print below your name and address in full.
	
	
	
	

	 	 	 
	
	
	
	

	

Mr. / Mrs. / Miss / Ms	 	


Address
	 
	 
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	


	 	 	





TERMS AND CONDITIONS



This Warrant is issued subject to the terms and conditions for the time being
governing the holding of Warrants in the Company. A copy of the terms and
conditions may be obtained, free of charge, at the office of Bear Creek Mining
Corporation at Suite 410, 625 Howe Street, Vancouver, BC, V6C 2T6.


 







 


TERMS AND CONDITIONS ATTACHED TO

THE AGENT’S WARRANTS ISSUED BY

BEAR CREEK MINING CORPORATION



1.     INTERPRETATION


1.1 Definitions


In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:



	 	(a)	 	“Company” means Bear Creek Mining Corporation until a
successor corporation becomes such in the manner prescribed in
Section 8 and thereafter “Company” will mean such successor
corporation;
	 
	 	(b)	 	“Company’s Auditor” means an independent firm of accountants
duly appointed as auditor of the Company;
	 
	 	(c)	 	“Director” means a Director of the Company for the time
being, and reference, without more, to action by the Directors means
action by the Directors of the Company as a Board, or whenever duly
empowered, action by an executive committee of the Board;
	 
	 	(d)	 	“herein”, “hereby”, “hereof” and similar expressions refer to
these Terms and Conditions as the same may be amended or modified
from time to time; and the expression “Section” and “Subsection”
followed by a number refer to the specified Section or Subsection of
these Terms and Conditions;
	 
	 	(e)	 	“person” means an individual, corporation, partnership,
trustee or any unincorporated organization and words importing
persons have a similar meaning;
	 
	 	(f)	 	“shares” means the common shares in the capital of the
Company as constituted at the date hereof and any shares resulting
from any subdivision or consolidation of the shares;
	 
	 	(g)	 	“Transfer Agent” means Pacific Corporate Trust Company at its
head office in Vancouver, British Columbia, or its successors; and
	 
	 	(h)	 	“Warrant Holders” or “Holders” means the registered holder of
the Warrants;
	 
	 	(i)	 	“Warrant Holders’ request” means an instrument signed in one
or more counterparts by Warrant Holders entitled to purchase in the
aggregate not less than 25% of the aggregate number of shares which
could be purchased pursuant to all the Warrants outstanding for the
time being, requesting the Company to take some action or proceeding
specified therein;
	 
	 	(j)	 	“Warrants” mean the Agent’s Warrants of the Company issued
and presently authorized, as set out in Subsection 2.1 hereof and
for the time being outstanding;



 







 


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	 	(k)	 	words importing the singular number include the plural and
vice versa and words importing the masculine gender include the
feminine and neuter genders.



1.2 Interpretation not Affected by Headings


The division of these Terms and Conditions into sections and subsections and
the insertion of headings are for convenience of reference only and will not
affect the construction or interpretation thereof.


1.3 Applicable Law


The Warrants will be construed in accordance with the laws of British Columbia
and the laws of Canada applicable thereto and will be treated in all respects
as British Columbia contracts.


2.     ISSUE OF WARRANTS


2.1 Issue of Agent’s Warrants


Agent’s Warrants entitling the holders thereof to purchase an aggregate of
1,320,000 shares are authorized to be issued by the Company.


2.2 Warrant Holder not a Shareholder


The holding of a Warrant will not constitute the holder thereof a shareholder
of the Company, nor entitle him to any right or interest in respect thereof
except as in the Warrant expressly provided.


2.3 Exchange of Warrants



	 	(a)	 	Warrants in any authorized denomination may, upon compliance
with the reasonable requirements of the Company, be exchanged for
Warrants in any other authorized denomination, of the same series
and date of expiry entitling the holder thereof to purchase any
equal aggregate number of shares at the same subscription price and
on the same terms as the Warrants so exchanged.
	 
	 	(b)	 	Warrants may be exchanged only at the registered office of
the Company or the Vancouver office of the Trust Company. Any
Warrants tendered for exchange will be surrendered to the Company
and cancelled.



2.4 Charges for Exchange


On exchange of Warrants, the Company or Trust Company, except as otherwise
herein provided, may charge a sum not exceeding $1.00 for each new Warrant
issued; and payment of such charges and of any transfer taxes or governmental
or other charges required to be paid will be made by the party requesting such
exchange.


2.5 Issue in Substitution for Lost Warrants



	 	(a)	 	In case a Warrant becomes mutilated, lost, destroyed or
stolen, the Company in its discretion may issue and deliver a new
Warrant of like date and tenor as the one



 







 


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	 	 	 	mutilated, lost, destroyed or stolen, in exchange for and in place
of and upon cancellation of such mutilated Warrant, or in lieu of,
and in substitution for such lost, destroyed or stolen Warrant and
the substituted Warrant will be entitled to the benefit hereof and
rank equally in accordance with its terms with all other Warrants
issued or to be issued by the Company.
	 
	 	(b)	 	The applicant for the issue of a new Warrant pursuant hereto
will bear the cost of the issue thereof and in case of loss,
destruction or theft will furnish to the Company such evidence of
ownership and of loss, destruction, or theft of the Warrant so lost,
destroyed or stolen as will be satisfactory to the Company in its
discretion and such applicant may also be required to furnish
indemnity in amount and form satisfactory to the Company in its
discretion, and will pay the reasonable charges of the Company in
connection therewith.



3.     OWNERSHIP AND TRANSFER


3.1 Ownership of Warrants


The Company and Transfer Agent may deem and treat the registered holder of any
Warrant as the absolute owner of such Warrant, for all purposes, and will not
be affected by any notice or knowledge to the contrary. The registered holder
of any Warrant will be entitled to the rights evidenced by such Warrant and all
persons may act accordingly and the receipt of any such registered holder for
the shares purchasable pursuant thereto will be a good discharge to the Company
and Transfer Agent for the same and neither the Company nor the Transfer Agent
will be bound to enquire into the title of any such registered holder.
Warrants will be non-transferable.


3.2 Notice to Warrant Holders


Unless herein otherwise expressly provided, any notice to be given hereunder to
Warrant Holders will be deemed to be validly given if such notice is published
once in Vancouver, British Columbia, such publication to be made in a daily
newspaper in the English language of general circulation in such city. Any
notice so given will be deemed to have been given on the date on which it has
been published.


4.     EXERCISE OF WARRANTS


4.1 Method of Exercise of Warrants


The right to purchase shares conferred by the Warrants may be exercised by the
holder of any such Warrant surrendering the Warrant, with a duly completed and
executed subscription in the form appearing on the reverse side thereof and
cash or a certified cheque payable to or to the order of the Company, at par in
Vancouver, British Columbia, for the purchase price applicable at the time of
surrender in respect of the shares subscribed for in lawful money of Canada to
the Transfer Agent at its head office in Vancouver, British Columbia.


 







 


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4.2 Effect of Exercise of Warrants



	 	(a)	 	Upon surrender and payment as aforesaid the shares so
subscribed for will be deemed to have been issued and such person or
persons will be deemed to have become the holder or holders of
record of such shares on the date of such surrender and payment, and
such shares will be issued at the subscription price in effect on
the date of such surrender and payment.
	 
	 	(b)	 	Within five business days after surrender and payment as
aforesaid, the Company will forthwith cause to be delivered to the
person or persons in whose name or names the shares so subscribed
for are to be issued as specified in such subscription or mailed to
him or them at his or their respective addresses specified in such
subscription, a certificate or certificates for the appropriate
number of shares not exceeding those which the Warrant Holder is
entitled to purchase pursuant to the Warrant surrendered.



4.3 Subscription for Less Than Entitlement


The holder of any Warrant may subscribe for and purchase a number of shares
less than the number which he is entitled to purchase pursuant to the
surrendered Warrant. In the event of any purchase of a number of common shares
less than the number which can be purchased pursuant to a Warrant, the holder
thereof upon exercise thereof will in addition be entitled to receive a new
Warrant in respect of the balance of the shares which he was entitled to
purchase pursuant to the surrendered Warrant and which were not then purchased.



4.4 Warrants for Fractions of Shares



To the extent that the holder of any Warrant is entitled to receive on the
exercise or partial exercise thereof a fraction of a share, such right may be
exercised in respect of such fraction only in combination with another Warrant
or other Warrants which in the aggregate entitle the holder to receive a whole
number of such shares.


4.5 Expiration of Warrants


After the expiration of the period within which a Warrant is exercisable, all
rights thereunder will wholly cease and terminate and such Warrant will be void
and of no effect.


4.6 Exercise Price



The price per share which must be paid to exercise a Warrant is US$0.50 until
the close of business of the Transfer Agent on  l .



4.7 Adjustment of Exercise Price



The exercise price and the number of shares deliverable upon the exercise of
the Warrants will be subject to adjustment in the events and in the manner
following:




	 	(a)	 	if and whenever the shares at any time outstanding will be
subdivided into a greater or consolidated into a lesser number of
shares, the exercise price will be




 







 


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	 	 	 	decreased or increased proportionately as the case may be; upon any
such subdivision or consolidation the number of shares deliverable
upon the exercise of the Warrants will be increased or decreased
proportionately as the case may be;
	 
	 	(b)	 	in case of any capital reorganization or of any
reclassification of the capital of the Company or in case of the
consolidation, merger or amalgamation of the Company with or into
any other companies, each Warrant will, after such capital
reorganization, reclassification of capital, consolidation, merger
or amalgamation, confer the right to purchase the number of shares
or other securities or property of the Company or of the Company
resulting from such capital reorganization, reclassification,
consolidation, merger or amalgamation, as the case may be, to which
the holder of the shares deliverable at the time of such capital
reorganization, reclassification of capital, consolidation, merger
or amalgamation, upon the exercise of such Warrant would have been
entitled on such capital reorganization, reclassification,
consolidation, merger or amalgamation and in any such case, if
necessary, appropriate adjustments will be made in the application
of the provisions set forth in this Section 4 with respect to the
rights and interest thereafter of the holders of the Warrants to the
end that the provisions set forth in this Section 4 will thereafter
correspondingly be made applicable as nearly as may reasonably be in
relation to any shares or other securities or property thereafter
deliverable on the exercise of the Warrants. The subdivision or
consolidation of shares at any time outstanding into a greater or
lesser number of shares (whether with or without par value) will not
be deemed to be a capital reorganization or a reclassification of
the capital of the Company for the purposes of this Subsection (b);
	 
	 	(c)	 	the adjustments provided for in this Subsection in the
subscription rights pursuant to any Warrants are cumulative.



4.8 Determination of Adjustments


If any question will at any time arise with respect to the exercise price, such
question will be conclusively determined by the Company’s Auditor, or, if it
declines to so act, any other firm of chartered accountants, in Vancouver, that
the Company may designate and who will have access to all appropriate records
and such determination will be binding upon the Company and the Warrant
Holders.


5.     COVENANTS BY THE COMPANY


The Company will reserve and there will remain unissued out of its authorized
capital a sufficient number of shares to satisfy the rights of purchase
provided for herein and in the Warrants should the holders of all the Warrants
from time to time outstanding determine to exercise such rights in respect of
all shares which they are or may be entitled to purchase pursuant thereto.


 







 


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6.     WAIVER OF CERTAIN RIGHTS


Immunity of Shareholders, etc.


The Warrant Holder hereby waives and releases any right, cause of action or
remedy now or hereafter existing in any jurisdiction against any past, present
or future incorporator, shareholder, director or officer (as such) of the
Company for the issue of shares pursuant to any Warrant or on any covenant,
agreement, representation or warranty by the Company herein contained.


7.     MEETING OF WARRANT HOLDERS


7.1 Right to Convene Meeting


The Company may at any time and from time to time, and will on receipt of a
Warrant Holder’s request and upon being indemnified to its reasonable
satisfaction by the Warrant Holders signing such Warrant Holder’s request
against the costs which may be incurred in connection with the calling and
holding of such meeting, convene a meeting of the Warrant Holders, and in the
event of the Company failing within 15 days after receipt of such Warrant
Holder’s request and indemnity given as aforesaid to give notice convening a
meeting, such Warrant Holders may convene such meeting. Every such meeting
will be held in Vancouver, British Columbia.


7.2 Notice


At least 21 days’ notice of any meeting will be given to the Warrant Holders
and a copy thereof will be sent by post to the Company unless the meeting has
been called by the Company. Such notice will state the time when and the place
where the meeting is to be held and will state briefly the general nature of
the business to be transacted thereat and it will not be necessary for any such
notice to set out the terms of any resolution to be proposed or any of the
provisions of this Section.


7.3 Chairman


Some person nominated in writing by the Company will be chairman of the meeting
and if no person is so nominated, or if the person so nominated is not present
within fifteen minutes from the time fixed for the holding of the meeting, the
Warrant Holders present in person or by proxy will choose some person present
to be chairman.


7.4 Quorum


Subject to the provisions of Subsection 7.12, at any meeting of the Warrant
Holders a quorum will consist of Warrant Holders present in person or by proxy
and entitled to purchase at least 25% of the aggregate number of shares which
could be purchased pursuant to all the then outstanding Warrants of this
series, provided that at least two persons entitled to vote thereat are
personally present. If, at any such meeting, Warrant Holders entitled to
purchase 25% of the aggregate number of shares which can be purchased pursuant
to all the then outstanding Warrants of this series are not present in person
or by proxy within half-an-hour after the time appointed for the meeting, then
the meeting, if convened by Warrant Holders or on a Warrant Holders’ request,
will be dissolved; but in any other case the meeting will be adjourned to the
same day in the next week (unless such day is a non-business day, in which case
it will be


 







 


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adjourned to the next following business day thereafter) at the same time and
place. At the adjourned meeting, the Warrant Holders present in person or by
proxy will form a quorum and may transact the business for which the meeting
was originally convened notwithstanding that they may not be entitled to
purchase at least 25% of the aggregate number of common shares which can be
purchased pursuant to all of the then outstanding Warrants.


7.5 Power to Adjourn


The Chairman of any meeting at which a quorum of the Warrant Holders is present
may with the consent of the meeting adjourn any such meeting and no notice of
such adjournment need be given except such notice, if any, as the meeting may
prescribe.


7.6 Show of Hands


Every question submitted to a meeting, other than an extraordinary resolution
(as defined in subsection 7.12), will be decided in the first place by a
majority of the votes given on a show of hands. At any such meeting, unless a
poll is duly demanded or is required as herein provided, a declaration by the
chairman of the meeting that a resolution has been carried or carried
unanimously or by a particular majority will be conclusive evidence of the
fact.


7.7 Poll


A poll shall be taken on every extraordinary resolution. In addition, on any
question submitted to a meeting and after a vote by show of hands, when
demanded by the chairman of the meeting or by one or more of the Warrant
Holders, acting in person or by proxy and entitled to purchase in the aggregate
at least 5% of the aggregate number of common shares which could be purchased
pursuant to all the Warrants for the time being outstanding, a poll will be
taken in such manner as the chairman will direct. Questions other than
extraordinary resolutions will be decided by a majority of the votes cast on
the poll.


7.8 Voting


On a show of hands every person who is present and entitled to vote, whether as
a Warrant Holder or as proxy for one or more absent Warrant Holders or both,
will have one vote. On a poll, each Warrant Holder present in person or
represented by proxy duly appointed by instrument in writing will be entitled
to one vote in respect of each share which he is entitled to purchase pursuant
to the Warrant or Warrants then held by him. A proxy need not be a Warrant
Holder.


7.9 Regulations


The Company may from time to time make or vary such regulations as it thinks
fit for the following purposes:



	 	(a)	 	for the issue of voting certificates, by any bank, trust
company or other depository certifying that specified Warrants have
been deposited with it by a named holder and will remain on deposit
until after the meeting, which voting certificate will entitle the
holders named therein to be present and vote at any such meeting and
at any adjournment thereof or to appoint a proxy or proxies to
represent them and



 







 


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	 	 	 	vote for them at any such meeting and at any adjournment thereof,
in the same manner and with the same effect as though the holders
so named in such voting certificates were the registered holders of
the Warrants specified therein;
	 
	 	(b)	 	for the deposit of voting certificates and/or instruments
appointing proxies at such place and time as the Company or the
Warrant Holders convening the meeting, as the case may be, may in
the notice convening the meeting direct;
	 
	 	(c)	 	for the deposit of voting certificates and/or instruments
appointing proxies at some approved place or places other than the
place at which the meeting is to be held and enabling particulars of
such voting certificates and/or instruments appointing proxies to be
mailed, cabled or telegraphed before the meeting to the Company at
the place where the same is to be held and for the voting of proxies
so deposited as though the instruments themselves were produced at
the meeting; and
	 
	 	(d)	 	for the form of the instrument of proxy.



Any regulations so made will be binding and effective and the votes given in
accordance therewith will be valid and will be counted. Save as such
regulations may provide, the only persons who will be recognized at any meeting
as the holder of any Warrants, or as entitled to vote or be present at the
meeting in respect thereof, will be persons who produce Warrants at the
meeting.


7.10 Company may be Represented


The Company, by its officers and directors, and the legal advisors of the
Company may attend any meeting of the Warrant Holders, but will have no vote as
such.


7.11 Powers Exercisable by Extraordinary Resolution


In addition to all other powers conferred upon them by any other provisions
hereof or by law, the Warrant Holders at a meeting will have the following
powers, exercisable from time to time by extraordinary resolution:



	 	(a)	 	power to enforce any of the covenants on the part of the
Company contained in the Warrants or to enforce any of the rights of
the Warrant Holders in any manner specified in such extraordinary
resolution or to refrain from enforcing any such covenant or right;
	 
	 	(b)	 	power to waive any default on the part of the Company in
complying with any provisions hereof whether unconditionally or upon
any conditions specified in such extraordinary resolution; and
	 
	 	(c)	 	power to consent to any amendment proposed by the Company of
the provisions of these terms and conditions, subject to necessary
regulatory approvals.



 







 


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7.12 Meaning of “Extraordinary Resolution"




	 	(a)	 	The expression “extraordinary resolution” when used herein
means, subject as hereinafter in this Section and in Subsection 7.15
provided, a resolution proposed at a meeting of Warrant Holders duly
convened for that purpose and held in accordance with the provisions
in this Article contained at which there are present, in person or
by proxy, Warrant Holders entitled to purchase at least 25% of the
aggregate number of shares which can be purchased pursuant to all
the then outstanding Warrants, and passed by the affirmative votes
of Warrant Holders entitled to purchase not less than 75% of the
aggregate number of shares which can be purchased pursuant to all
the then outstanding Warrants represented at the meeting and voting
upon such resolution.
	 
	 	(b)	 	If, at any such meeting called for the purpose of passing an
extraordinary resolution, Warrant Holders entitled to purchase 25%
of the aggregate number of common shares which can be purchased
pursuant to all the then outstanding Warrants are not present in
person or by proxy within half-an-hour after the time appointed for
the meeting, then the meeting, if convened by Warrant Holders or on
a Warrant Holder’s Request, will be dissolved; but in any other case
it will stand adjourned and the provisions of Subsection 7.4 will
mutatis mutandis apply.



7.13 Powers Cumulative


It is hereby declared and agreed that any one or more of the powers and any
combination of the powers herein stated to be exercisable by the Warrant
Holders by extraordinary resolution or otherwise may be exercised from time to
time and the exercise of any one or more of such powers or any combination of
powers from time to time will not be deemed to exhaust the right of the Warrant
Holders to exercise such power or powers or combination of powers then or any
power or powers or combination of powers thereafter from time to time.


7.14 Minutes


Minutes of all resolutions and proceedings at every such meeting as aforesaid
will be made and duly entered in books to be from time to time provided for
that purpose by the Company, and any such minutes as aforesaid, if signed by
the chairman of the meeting at which such resolutions were passed or
proceedings had, or by the chairman of the next succeeding meeting of the
Warrant Holders, will be prima facie evidence of the matters therein stated and
until the contrary is proved, every such meeting, in respect of the proceedings
of which minutes will have been made, will be deemed to have been duly convened
and held, and all resolutions passed thereat or proceedings taken, to have been
duly passed and taken.


7.15 Binding Effect of Resolutions


Every resolution and every extraordinary resolution passed in accordance with
the provisions of this Section at a meeting of Warrant Holders will be binding
upon all Warrant Holders.


 







 


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7.16 Status of Warrant Holders


The holders of Warrants of a particular series will not be entitled as such to
attend or vote at a meeting of the Holders of Warrants of another series, and
any action taken at a meeting of Warrant Holders of Warrants of a particular
series will in no way affect the rights of the holders of the Warrants of
another series.


8.     MODIFICATION OF TERMS, MERGER, SUCCESSORS


8.1 Modification of Terms and Conditions for Certain Purposes


From time to time the Company, may, subject to the provisions of these
presents, and it will, when so directed by these presents, modify the terms and
conditions hereof, for any one or more or all of the following purposes:



	 	(a)	 	adding to the provisions hereof such additional covenants and
enforcement provisions as, in the opinion of counsel for the
Company, are necessary or advisable in the premises;
	 
	 	(b)	 	giving effect to any extraordinary resolution passed as
provided in Section 7;
	 
	 	(c)	 	making such provisions not inconsistent herewith as may be
necessary or desirable with respect to matters or questions arising
hereunder or for the purpose of obtaining a listing or quotation of
the Warrants on any stock exchange or house;
	 
	 	(d)	 	adding to or altering the provisions hereof in respect of the
registration and transfer of Warrants making provision for the
exchange of Warrants of different denominations, and making any
modification in the form of the Warrants which does not affect the
substance thereof;
	 
	 	(e)	 	for any other purpose not inconsistent with the terms hereof,
including the correction or rectification of any ambiguities,
defective provisions, errors or omissions herein; and
	 
	 	(f)	 	to evidence any succession of any corporation and the
assumption by any successor of the covenants of the Company herein
and in the Warrants contained as provided hereafter in this Article.



8.2 Company May Consolidate, etc. on Certain Terms


Nothing herein contained will prevent any consolidation, amalgamation or merger
of the Company with or into any other corporation or corporations, or a
conveyance or transfer of all or substantially all the properties and assets of
the Company as an entirety to any corporation lawfully entitled to acquire and
operate the same; provided however that the corporation formed by such
consolidation or into which such merger will have been made will be a
corporation organized and existing under the laws of Canada or of the United
States of America or any province, state, district or territory thereof, and
will, simultaneously with such consolidation,


 







 


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amalgamation or merger, assume the due and punctual performance and observance
of all the covenants and conditions hereof to be performed or observed by the
Company.



8.3 Successor Corporation Substituted



In case the Company pursuant to Subsection 8.2 will be consolidated,
amalgamated or merged with or into any other corporation or corporations, the
successor corporation formed by such consolidation or amalgamation, or into
which the Company will have been merged, will succeed to and be substituted for
the Company hereunder. Such changes in phraseology and form (but not in
substance) may be made in the Warrants as may be appropriate in view of such
consolidation, amalgamation or merger.



8.4 Additional Financing


Nothing herein contained will prevent the Company from issuing any other
securities or rights with respect thereto during the period within which a
Warrant is exercisable, upon such terms as the Company may deem appropriate.



         DATED: l