Filed by Automated Filing Services Inc. (604) 609-0244 - Clearly Canadian Beverage Corporation - Exhibit 4.3





EXHIBIT 4.3

FORM OF COMMON SHARE PURCHASE WARRANT

[________] shares of Common Shares

WARRANT FOR THE PURCHASE OF 

  COMMON SHARES

  OF

  CLEARLY CANADIAN BEVERAGE CORPORATION

(A British Columbia corporation)

     FOR VALUE RECEIVED, Clearly Canadian
  Beverage Corporation. ("Company"), hereby certifies that [_____________________________________________
  ] or his registered assigns ("Holder"), is entitled, subject to the terms set
  forth below, to purchase from the Company, at any time or from time to time
  during the period commencing on [________________] and expiring on [________________],
  of the Company’s Common Shares ("Common Shares"), at a purchase price of
  USD $[____] per share. The number of Common Shares purchasable upon exercise
  of this Warrant, and the purchase price per share, each as adjusted from time
  to time pursuant to the provisions of this Warrant, are hereinafter referred
  to as the "Warrant Shares" and the "Exercise Price," respectively.

1. Exercise

     1.1 Procedure for Exercise.
  This Warrant may be exercised by the Holder, in whole or in part, by the surrender
  of this Warrant (with the Notice of Exercise Form attached hereto duly executed
  by such Holder) at the principal office of the Company, or at such other office
  or agency as the Company may designate, accompanied by payment in full, in lawful
  money of the United States of America, of an amount equal to the then applicable
  Exercise Price multiplied by the number of Warrant Shares then being purchased
  upon such exercise. 

     1.2 Date of Exercise. Each
  exercise of this Warrant shall be deemed to have been effected immediately prior
  to the close of business on the day on which this Warrant shall have been surrendered
  to the Company. At such time, the person or persons in whose name or names any
  certificates for Warrant Shares shall be issuable upon such exercise shall be
  deemed to have become the holder or holders of record of the Warrant Shares
  represented by such certificates. 

     1.3 Issuance of Certificate.
  As soon as practicable after each exercise of the purchase right represented
  by this Warrant, the Company at its expense shall cause to be issued in the
  name of, and delivered to, the Holder, or, subject to the terms and conditions
  hereof, to such other individual or entity as such Holder (upon payment by such
  Holder of any applicable transfer taxes) may direct: 

     (1) a certificate or certificates
  for the number of full shares of Warrant Shares to which such Holder shall be
  entitled upon such exercise (subject to Section 3 hereof), and

     (2) in case such exercise is in
  part only, a new warrant or warrants (dated the date hereof) of like tenor,
  stating on the face or faces thereof the number of Warrant Shares currently
  stated on the face of this Warrant, subject to adjustment further to the provisions
  of Section 2 hereof, minus the number of Warrant Shares purchased by the Holder
  upon such exercise as provided in subsection 1.1 above. 

2. Adjustments.

     2.1 Split, Subdivision or Combination
  of Shares. If the outstanding Common Shares at any time while this Warrant
  remains outstanding and unexpired shall be subdivided or split into a greater
  number of shares, or a dividend in Common Shares shall be paid in respect of
  Common Shares, the Exercise Price in effect immediately prior to such subdivision
  or at the record date of such dividend shall, simultaneously with the effectiveness
  of such subdivision or split or immediately after the record date of such dividend
  (as the case may be), shall be proportionately decreased. If the outstanding
  Common Shares shall be combined or reverse-split into a smaller 




 number of shares, the Exercise Price in effect immediately
  prior to such combination or reverse split shall, simultaneously with the effectiveness
  of such combination or reverse split, be proportionately increased. When any
  adjustment is required to be made in the Exercise Price, the number of shares
  of Warrant Shares purchasable upon the exercise of this Warrant shall be changed
  to the number determined by dividing (i) an amount equal to the number of Warrant
  Shares issuable upon the exercise of this Warrant immediately prior to such
  adjustment, multiplied by the Exercise Price in effect immediately prior to
  such adjustment, by (ii) the Exercise Price in effect immediately after such
  adjustment. 

      2.2 Reclassification Reorganization,
  Consolidation or Merger. In the case of any reclassification of the Common
  Shares (other than a change in par value or a subdivision or combination as
  provided for in subsection 2.1 above), or any reorganization, consolidation
  or merger of the Company with or into another corporation (other than a merger
  or reorganization with respect to which the Company is the continuing corporation
  and which does not result in any reclassification of the Common Shares), or
  a transfer of all or substantially all of the assets of the Company, or the
  payment of a liquidating distribution then, as part of any such reorganization,
  reclassification, consolidation, merger, sale or liquidating distribution, lawful
  provision shall be made so that the Holder of this Warrant shall have the right
  thereafter to receive upon the exercise hereof, the kind and amount of shares
  or other securities or property which such Holder would have been entitled to
  receive if, immediately prior to any such reorganization, reclassification,
  consolidation, merger, sale or liquidating distribution, as the case may be,
  such Holder had held the number of Common Shares which were then purchasable
  upon the exercise of this Warrant. In any such case, appropriate adjustment
  (as reasonably determined by the Board of Directors of the Company) shall be
  made in the application of the provisions set forth herein with respect to the
  rights and interests thereafter of the Holder of this Warrant such that the
  provisions set forth in this Section 2 (including provisions with respect to
  the Exercise Price) shall thereafter be applicable, as nearly as is reasonably
  practicable, in relation to any shares or other securities or property thereafter
  deliverable upon the exercise of this Warrant. 

      2.3 Price Adjustment.
  No adjustment in the per share Exercise Price shall be required unless such
  adjustment would require an increase or decrease in the Exercise Price of at
  least $0.01; provided, however, that any adjustments which by reason of
  this paragraph are not required to be made shall be carried forward and taken
  into account in any subsequent adjustment. All calculations under this Section
  2 shall be made to the nearest cent or to the nearest 1/100th of a share, as
  the case may be.

      2.4 Time Adjustment.
  The Company reserves the right to extend the expiration of the Warrant exercise
  period for any reason, including but not limited to, the financial condition
  of the Company and financial market conditions beyond the control of the Company.

      2.5 No Impairment. The
  Company will not, by amendment of its Articles of Incorporation or through any
  reorganization, transfer of assets, consolidation, merger, dissolution, issue
  or sale of securities or any other voluntary action, avoid or seek to avoid
  the observance or performance of any of the terms to be observed or performed
  hereunder by the Company but will at all times in good faith assist in the carrying
  out of all the provisions of this Section 2 and in the taking of all such actions
  as may be necessary or appropriate in order to protect against impairment of
  the rights of the Holder of this Warrant to adjustments in the Exercise Price.


      2.6 Notice of Adjustment.
  Upon any adjustment of the Exercise Price or extension of the expiration of
  the Warrant exercise period, the Company shall forthwith give written notice
  thereto to the Holder of this Warrant describing the event requiring the adjustment,
  stating the adjusted Exercise Price and the adjusted number of shares purchasable
  upon the exercise hereof resulting from such event, and setting forth in reasonable
  detail the method of calculation and the facts upon which such calculation is
  based. 

 3. Fractional Shares. The Company shall not be required
  to issue fractions of Common Shares upon exercise. If any fractions of a share
  would, but for this Section 3, be issuable upon any exercise, in lieu of such
  fractional share the Company shall round up or down to the nearest whole number.

 4. Notices of Record Date. In case: (i) the Company
  shall take a record of the holders of its Common Shares (or other shares or
  securities at the time deliverable upon the exercise of this Warrant) for the
  purpose of entitling or enabling them to receive any dividend or other distribution,
  or to receive any right to subscribe for or purchase any shares of any class
  or any other securities, or to receive any other right, or (ii) of any capital
  reorganization of the 




 Company, any reclassification of the capital shares of the
  Company, any consolidation or merger of the Company with or into another corporation
  (other than a consolidation or merger in which the Company is the surviving
  entity), or any transfer of all or substantially all of the assets of the Company,
  or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up
  of the Company, then, and in each such case, the Company will mail or cause
  to be mailed to the Holder of this Warrant a notice specifying, as the case
  may be, (i) the date on which a record is to be taken for the purpose of such
  dividend, distribution or right, and stating the amount and character of such
  dividend, distribution or right, or (ii) the effective date on which such reorganization,
  reclassification, consolidation, merger, transfer, dissolution, liquidation
  or winding-up is to take place, and the time, if any is to be fixed, as of which
  the holders of record of Common Shares (or such other shares or securities at
  the time deliverable upon the exercise of this Warrant) shall be entitled to
  exchange their Common Shares (or such other shares or securities) for securities
  or other property deliverable upon such reorganization, reclassification, consolidation,
  merger, transfer, dissolution, liquidation or winding-up. Such notice shall
  be mailed at least ten (10) calendar days prior to the record date or effective
  date for the event specified in such notice, provided that the failure to mail
  such notice shall not affect the legality or validity of any such action. 

 5. Reservation of Shares. The Company will at all times
  reserve and keep available, solely for issuance and delivery upon the exercise
  of this Warrant, such Common Shares and other shares, securities and property,
  as from time to time shall be issuable upon the exercise of this Warrant. The
  Company covenants and agrees that all Common Shares delivered upon exercise
  of this Warrant shall, upon delivery and payment therefor, be duly and validly
  authorized and issued, fully-paid and non-assessable, and free from all stamp
  taxes, liens, and charges with respect to the purchase thereof

 6. Replacement of Warrants. Upon receipt of evidence
  reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
  of this Warrant and (in the case of loss, theft or destruction) upon delivery
  of an indemnity agreement (with surety if reasonably required) in an amount
  reasonably satisfactory to the Company, or (in the case of mutilation) upon
  surrender and cancellation of this Warrant, the Company will issue, in lieu
  thereof, a new Warrant of like tenor. 

 7. Transfers, etc. 

      7.1 Warrant Register.
  The Company will maintain a register containing the names and addresses of the
  Holders of this Warrant. Any Holder may change its, his or her address as shown
  on the warrant register by written notice to the Company requesting such change.


      7.2 Holder. Until any
  transfer of this Warrant is made in the warrant register, the Company may treat
  the Holder of this Warrant as the absolute owner hereof for all purposes; provided,
  however, that if and when this Warrant is properly assigned in blank, the Company
  may (but shall not be obligated to) treat the bearer hereof as the absolute
  owner hereof for all purposes, notwithstanding any notice to the contrary. 

 8. No Rights as Stockholder. Until the exercise of
  this Warrant, the Holder of this Warrant shall not, in respect of this Warrant,
  have or exercise any rights by virtue hereof as a stockholder of the Company.


 9. Successors. The rights and obligations of the parties
  to this Warrant will inure to the benefit of and be binding upon the parties
  hereto and their respective heirs, successors, assigns, pledgees, transferees
  and purchasers. Without limiting the foregoing, the registration rights set
  forth in this Warrant shall inure to the benefit of the Holder and all the Holder’s
  successors, heirs, pledgees, assignees, transferees and purchasers of this Warrant
  and the Warrant Shares.

 10. Change or Waiver. Any term of this Warrant may
  be changed or waived only by an instrument in writing signed by the party against
  which enforcement of the change or waiver is sought. 

 11. Survival. The various rights and obligations of
  the Holder hereof as set forth herein shall survive the exercise of the Warrant
  Shares represented hereby and the surrender of this Warrant.

 12. Headings. The headings in this Warrant are for
  purposes of reference only and shall not limit or otherwise affect the meaning
  of any provision of this Warrant. 




13. Governing Law. This Warrant shall be governed by and
  construed in accordance with the laws of the Province of British Columbia as
  such laws are applied to contracts made and to be fully performed entirely within
  that state between residents of that state. 

14. Notices. All notices required or permitted hereunder
  (except payment) shall be in writing and shall be deemed effectively given:
  (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed
  telex or facsimile if sent during normal business hours of the recipient, if
  not, then on the next business day; (iii) five (5) calendar days after having
  been sent by registered or certified mail, return receipt requested, postage
  prepaid; or (iv) one (1) business day after deposit with a nationally recognized
  overnight courier, special next day delivery, with verification of receipt.
  All communications shall be sent:

to the Company at:

  Clearly Canadian Beverage Corporation

  2267 West 10th Avenue

  Vancouver, British Columbia

  V6K 2J1

to the Holder, at:

[________________] 

  [________________] 

  [________________]

or at such other address as the Company or the Holder may designate
  from time to time by written notice to the other parties hereto.

CLEARLY CANADIAN BEVERAGE CORPORATION

By: ____________________________________

  Name: __________________________________

  Title:___________________________________




NOTICE OF EXERCISE

TO: Clearly Canadian Beverage Corporation

     1. The undersigned hereby elects
  to purchase ________ Common Shares of Clearly Canadian Beverage Corporation
  pursuant to terms of the attached Warrant, and tenders herewith payment of the
  Exercise Price of such shares in full, together with all applicable transfer
  taxes, if any. 

     2. Please issue a certificate or
  certificates representing said Common Shares in the name of the undersigned
  or in such other name as is specified below: 

     3. The undersigned represents that
  it will sell the shares of Common Shares pursuant to (i) an effective Registration
  Statement under the Securities Act of 1933, as amended, or an exemption from
  registration thereunder; and (ii) Canadian securities laws and regulations.

	 	Witness: 
	 	 
	 	 
	 	(Name) 
	 	 
	 	 
	 	(Address) 
	 	 
	 	 
	  
	 	 
	(Print Name of Holder) 	 
	 	 
	Signature: _________________________________________________	 
	 	 
	Title: _____________________________________________________	 
	 	 
	Date: _____________________________________________________