Filed by Automated Filing Services Inc. (604) 609-0244 - Ikona Gear International, Inc. - Exhibit 4.1






Exhibit 4.1

Form of Broker Warrant 

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH NOTE MAY BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. 

THE HOLDER OF THIS WARRANT MUST NOT SELL THIS WARRANT OR THE
SHARES ISSUABLE UPON CONVERSION OF THIS WARRANT TO A RESIDENT OF BRITISH
COLUMBIA, CANADA, INTO BRITISH COLUMBIA, CANADA OR THROUGH A MARKET IN BRITISH
COLUMBIA, CANADA BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE
DISTRIBUTION DATE. 

________________________________________ 
IKONA GEAR
INTERNATIONAL, INC. 
1850 HARTLEY AVENUE, UNIT #1 
COQUITLAM, BC V3K 7A1

CANADA 

STOCK PURCHASE WARRANT 

	Warrant No.: ____	Right to Purchase: _________________
	Date: 	  


          THIS
CERTIFIES THAT, for value received, ________________________________
(the “Holder”), is entitled to purchase from IKONA GEAR INTERNATIONAL,
INC., a Nevada corporation (the “Company”), at any time from
___________ until 5:00 p.m. (EST) on ____________ [5 years]
___________ [number] fully paid and nonassessable shares of the Company’s
common stock, par value $0.00001 per share (“Common Stock”), at an
exercise price of $0.50 per share (the “Exercise Price”), as adjusted.

          1.      The
Company is issuing this Warrant to the Holder pursuant to the engagement
agreement dated February 21, 2006 between the Company and Westminster Securities
Corporation (the “Engagement Letter”). 

          2.      (a)      To
exercise this Warrant or any part of this Warrant, the Holder must deliver to
the Company (collectively, the “Exercise Documentation”): (i) a completed
exercise agreement, a form of which is attached hereto; (ii) this Warrant; and
(iii) a check or wire transfer payable to the Company in an amount equal to the
product of the exercise price and the number of shares the Holder desires to
purchase. The Company will, without charge, use its best efforts to issue
certificates for shares of Common Stock purchased upon exercise of this Warrant
within five days after receipt of the Exercise Documentation. Unless this
Warrant has expired, or all of the purchase rights represented by this Warrant
have been exercised, the Company will also prepare a new Warrant, substantially
identical to this Warrant, representing the rights formerly represented by this
Warrant which have not expired or been exercised.

          
Notwithstanding the foregoing, this Warrant my be exercised only by persons who
represent at the time of exercise: (i) that they are the original recipient
hereof, (ii) that they are not located in the United States, are not a “U.S.
Person” (as defined in Rule 902 under the Securities Act, and are not acquiring
the Common Stock for the account or benefit of a U.S. Person or a person in the
United States, or (iii) that they have delivered the Exercise Documentation..





                    (b)      At
  any time this Warrant may also be exercised, in whole or in part, at such time
  by means of a “cashless exercise” in which the Holder shall be entitled
  to receive a certificate for the number of shares of Common Stock equal to the
  quotient obtained by dividing [(A-B) (X)] by (A), where:

	 	(A) = 	
      the closing bid price on the trading day preceding the
      date of such election; 

	 	(B) = 	
      the Exercise Price of the Warrants, as adjusted; and
    

	 	(X) = 	
      the number of shares of Common Stock issuable upon
      exercise of the Warrants in accordance with the terms of this Warrant.
    




          3.      The
Company will at all times reserve and keep available for issuance upon the
exercise of this Warrant such number of its authorized but unissued shares of
Common Stock as will be sufficient to permit the exercise in full of this
Warrant, and upon such issuance such shares of Common Stock will be validly
issued, fully paid and nonassessable. 

          4.      This
Warrant does not and will not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.

          5.      Certain
Adjustments.

          (a)     
Stock Splits, etc. The number and kind of securities purchasable upon the
exercise of this Warrant and the exercise price shall be subject to adjustment
from time to time upon the happening of any of the following. In case the
Company shall (i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock to holders of its outstanding Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, or (iv) issue any shares of its
capital stock in a reclassification of the Common Stock, then the number of
shares purchasable upon exercise of this Warrant immediately prior thereto shall
be adjusted so that the Holder shall be entitled to receive the kind and number
of shares or other securities of the Company which it would have owned or have
been entitled to receive had such Warrant been exercised in advance thereof.
Upon each such adjustment of the kind and number of shares or other securities
of the Company which are purchasable hereunder, the Holder shall thereafter be
entitled to purchase the number of shares or other securities resulting from
such adjustment at an exercise price per share or other security obtained by
multiplying the exercise price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing by the number of shares or other securities of the
Company resulting from such adjustment. An adjustment made pursuant to this
paragraph shall become effective immediately after the effective date of such
event retroactive to the record date, if any, for such event. 

          (b)      Subsequent
Equity Sales. If the Company or any subsidiary thereof, as applicable, at
any time while this Warrant is outstanding, shall offer, sell, grant any option
to purchase or offer, sell or grant any right to reprice its securities, or
otherwise dispose of or issue (or announce any offer, sale, grant or any option
to purchase or other disposition) any Common Stock or any securities of the
Company or the subsidiaries which would entitle the holder thereof to acquire at
any time Common Stock, including without limitation, any debt, preferred stock,
rights, options, warrants or other instrument that is at any time convertible
into or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock (“Common Stock Equivalents”) at an effective price per share
less than the then exercise price of this Warrant (such lower price, the
“Base Share Price” and such issuances collectively, a “Dilutive
Issuance”), as adjusted hereunder (if the holder of the Common Stock or
Common Stock Equivalents so issued shall at any time, whether by operation of
purchase price adjustments, reset provisions, floating conversion, exercise or
exchange prices or otherwise, or due to warrants, options or rights per share
which is issued in connection with such issuance, be entitled to receive shares
of Common Stock at an effective price per share which is less than the exercise
price of this Warrant, such issuance shall be deemed to have occurred for less
than the exercise price), then, the Exercise Price shall be reduced and shall be
the same price as the lowest such effective price per share in connection with
such issuance. Such adjustments shall be made whenever such Common Stock or
Common Stock Equivalents are issued. The Company shall notify the Holder in
writing, no later than the three business days following the issuance of any
Common Stock or Common Stock Equivalents subject to this section, indicating
therein the applicable issuance price, or the applicable reset price, exchange
price, conversion 




price and other pricing terms (such notice the “Dilutive
Issuance Notice”). Notwithstanding the foregoing, no adjustments, alternate
consideration nor notices shall be made, paid or issued under this Section in
respect of an issuance of (a) shares of Common Stock or options to employees,
officers or directors of the Company pursuant to any stock or option plan duly
adopted by a majority of the non-employee members of the Board of Directors of
the Company or a majority of the members of a committee of non-employee
directors established for such purpose, (b) securities upon the exercise of or
conversion of any securities issued hereunder, and (c) securities issued
pursuant to acquisitions or strategic transactions, provided any such issuance
shall only be to a person or entity which is, itself or through its
subsidiaries, an operating company in a business synergistic with the business
of the Company and in which the Company receives benefits in addition to the
investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities. 

          (c)      Pro
Rata Distributions. If the Company, at any time prior to the termination
date or exercise date of this Warrant, shall distribute to all holders of Common
Stock (and not to Holders of the Warrants) evidences of its indebtedness or
assets or rights or warrants to subscribe for or purchase any security other
than the Common Stock (which shall be subject to the above section), then in
each such case the exercise price of this Warrant shall be adjusted by
multiplying the exercise price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the closing bid price determined as
of the record date mentioned above, and of which the numerator shall be such
closing bid price on such record date less the then per share fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of the Common Stock as
determined by the Board of Directors in good faith. In either case the
adjustments shall be described in a statement provided to the Holders of the
portion of assets or evidences of indebtedness so distributed or such
subscription rights applicable to one share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above. 

          (d)      Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. In case
the Company shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another corporation (where the Company is not
the surviving corporation or where there is a change in or distribution with
respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of
the successor or acquiring corporation (“Other Property”), are to be
received by or distributed to the holders of Common Stock of the Company, then
the Holder shall have the right thereafter to receive upon exercise of this
Warrant, the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of shares for
which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section. For purposes of
this Section, “common stock of the successor or acquiring corporation” shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section shall similarly apply to successive reorganizations,
reclassifications, mergers,consolidations or disposition of assets. 

                    
Whenever the number of shares or number or kind of securities or other property
purchasable upon the exercise of this Warrant or the exercise price is adjusted,
as herein provided, the Company shall give notice 




thereof to the Holder, which notice shall state the number of
shares (and other securities or property) purchasable upon the exercise of this
Warrant and the exercise price of such shares (and other securities or property)
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. 

          6.      Whenever
  the number of shares or number or kind of securities or other property purchasable
  upon the exercise of this Warrant or the exercise price is adjusted, as herein
  provided, the Company shall give notice thereof to the Holder, which notice
  shall state the number of shares (and other securities or property) purchasable
  upon the exercise of this Warrant and the exercise price of such shares (and
  other securities or property) 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.

          7.      Notice
of Corporate Action. If at any time: 

          (a)      the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock
of any class or any other securities or property, or to receive any other right,
or 

          (b)      there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all or
substantially all the property, assets or business of the Company to, another
corporation or, 

          (c)      there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company,

          then,
in any one or more of such cases, the Company shall give to the Holder (i) at
least 20 days’ prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days’ prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify the date on
which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their shares for
securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up. Each such written notice shall be sufficiently given
if addressed to Holder at the last address of Holder appearing on the books of
the Company and delivered in accordance with this Section 7. Delivery shall be
deemed to be made upon the mailing, by first class mail, of all notices required
to be delivered hereunder. 

          8.      The
construction, validity and interpretation of this Warrant will be governed by
the laws of the State of New York, without giving effect to conflict of laws
principles. 

          IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested
by its duly authorized officers under its corporate seal. 

	 	IKONA GEAR INTERNATIONAL, INC. 	ATTEST: 
	 	  	  
	 	By: _______________________________________
    	 
    
	 	Name: Laith Nosh 	Secretary 
	 	Title: President and CEO 	  






EXHIBIT 

EXERCISE AGREEMENT 

	To: 	Ikona Gear International, Inc.



                    (1)      The
undersigned hereby elects to purchase ________ shares of Ikona Gear
International, Inc. pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any. 

                    (2)      Payment
shall take the form of (check applicable box): 

[ ] in lawful money of the United
States; or 

[ ] the cancellation of such number of
shares as is necessary, in accordance with the formula set forth in subsection
2(b), to exercise this Warrant with respect to the maximum number of Warrant
Shares purchasable pursuant to the cashless exercise procedure set forth in
subsection 2(b). 

                    (3)      Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name as is specified
below: 
                              
_______________________________


                    (4)      The
undersigned hereby represents, as of the date hereof (please check one box):

[ ] we are the original recipient of
the attached Warrant, 

[ ] we are not located in the United
States, we are not a “U.S. Person” (as defined in Rule 902 under the Securities
Act, and we are not acquiring the Common Stock for the account or benefit of a
U.S. Person or a person in the United States, or

[ ] we have delivered the Exercise
Documentation. 

The shares shall be delivered to the following: 

_______________________________

_______________________________

_______________________________


[HOLDER] 

By:
______________________________
       Name:

       Title: 

Dated: _______________________