<PAGE>

                                                                     EXHIBIT 4.3
 
                          ***US***WARRANT CERTIFICATE

              THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
                       AT 4:00 P.M. (VANCOUVER TIME) ON X

                           X SHARE PURCHASE WARRANTS
                         TO PURCHASE X COMMON SHARES OF
                            IAS COMMUNICATIONS, INC.
                      incorporated in the State of Oregon


THIS IS TO CERTIFY THAT X, of X, (the "Holder") has the right to purchase,
upon and subject to the terms and conditions hereinafter referred to, up to X
fully paid and non-assessable common shares (the "Shares") of IAS
COMMUNICATIONS, INC. (the "Company") on or before 4:00 p.m. (Vancouver time) on
X (the "Expiry Date").

1.   ONE WARRANT AND $1.75 U.S. IF EXERCISED DURING THE FIRST YEAR OR $2.25 U.S.
     IF EXERCISED DURING THE SECOND YEAR ARE REQUIRED TO PURCHASE ONE SHARE.
     THIS CERTIFICATE REPRESENTS X WARRANTS.

2.   These Warrants are issued subject to the Terms and Conditions attached to
     the Warrants issued by the Company (the "Terms and Conditions") and dated
     November 24, 1997, and the Warrant Holder may exercise the right to
     purchase Shares only in accordance with those Terms and Conditions.

3.   A copy of the Terms and Conditions may be obtained from the head office of
     the Company at #185, 10751 Shellbridge Way, Richmond, British Columbia, V6X
     2W8.

4.   Nothing contained herein or in the Terms and Conditions will confer any
     right upon the Holder hereof or any other person to subscribe for or
     purchase any Shares at any time subsequent to the Expiry Date, and from and
     after such time, this Warrant and all rights hereunder will be void and of
     no value.

5.   These Warrants are not validly created until this Warrant certificate is
     countersigned by Nevada Agency and Trust Company.

IN WITNESS WHEREOF the Company has caused its seal to be affixed and this
Warrant to be signed by the undersigned, this X day of X, 19X.


IAS COMMUNICATIONS, INC.                NEVADA AGENCY AND  TRUST COMPANY


Per: _________________________ c/s      Per: _____________________________
     President                               Authorized Signatory


PLEASE NOTE THAT ALL CERTIFICATES MUST BE LEGENDED AS FOLLOWS:

   THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES TO BE ACQUIRED
   UPON EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
   ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE
   HOLDER, UNLESS REGISTERED UNDER SAID ACT OR UNLESS, IN THE OPINION OF COUNSEL
   SATISFACTORY TO THE ISSUER, THE TRANSFER QUALIFIES FOR AN EXEMPTION FROM OR
   EXEMPTION TO THE REGISTRATION PROVISIONS THEREOF.
<PAGE>
 
                       ******CDN******WARRANT CERTIFICATE

              THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
                       AT 4:00 P.M. (VANCOUVER TIME) ON X

                           X SHARE PURCHASE WARRANTS
                         TO PURCHASE X COMMON SHARES OF
                            IAS COMMUNICATIONS, INC.
                      incorporated in the State of Oregon


THIS IS TO CERTIFY THAT X, of X, (the "Holder") has the right to purchase,
upon and subject to the terms and conditions hereinafter referred to, up to X
fully paid and non-assessable common shares (the "Shares") of IAS
COMMUNICATIONS, INC. (the "Company") on or before 4:00 p.m. (Vancouver time) on
X (the "Expiry Date").

1.   ONE WARRANT AND $1.75 U.S. IF EXERCISED DURING THE FIRST YEAR OR $2.25 U.S.
     IF EXERCISED DURING THE SECOND YEAR ARE REQUIRED TO PURCHASE ONE SHARE.
     THIS CERTIFICATE REPRESENTS X WARRANTS.

2.   These Warrants are issued subject to the Terms and Conditions attached to
     the Warrants issued by the Company (the "Terms and Conditions") and dated
     November 24, 1997, and the Warrant Holder may exercise the right to
     purchase Shares only in accordance with those Terms and Conditions.

3.   A copy of the Terms and Conditions may be obtained from the head office of
     the Company at #185, 10751 Shellbridge Way, Richmond, British Columbia, V6X
     2W8.

4.   Nothing contained herein or in the Terms and Conditions will confer any
     right upon the Holder hereof or any other person to subscribe for or
     purchase any Shares at any time subsequent to the Expiry Date, and from and
     after such time, this Warrant and all rights hereunder will be void and of
     no value.

5.   These Warrants are not validly created until this Warrant certificate is
     countersigned by Nevada Agency and Trust Company.

IN WITNESS WHEREOF the Company has caused its seal to be affixed and this
Warrant to be signed by the undersigned, this X day of X, 19X.

IAS COMMUNICATIONS, INC.               NEVADA AGENCY AND  TRUST COMPANY


Per: _______________________ c/s       Per: ______________________________
     President                              Authorized Signatory


PLEASE NOTE THAT ALL CERTIFICATES MUST BE LEGENDED AS FOLLOWS:

   THIS WARRANT HAS BEEN SOLD BY THE COMPANY IN RELIANCE UPON THE AVAILABILITY
   OF THE PROVISIONS OF REGULATION S ADOPTED PURSUANT TO THE SECURITIES ACT OF
   1933, AS AMENDED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.  AS
   SUCH THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
   AS AMENDED, IN THE UNITED STATES.  THE COMPANY RESERVES THE RIGHT TO REFUSE
   TO REGISTER ANY TRANSFER NOT MADE IN ACCORDANCE WITH REGULATION S.
<PAGE>
 
TERMS AND CONDITIONS dated November 24, 1997, attached to the Warrant
Certificates issued by IAS COMMUNICATIONS, INC. for an aggregate of 500,000
Warrants.

ARTICLE 1 - INTERPRETATION
--------------------------

SECTION 1.1 - DEFINITIONS

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


     (a)  "COMPANY" means IAS COMMUNICATIONS INC. until a successor corporation
          will have become such as a result of consolidation, amalgamation or
          merger with or into any other corporation or corporations, or as a
          result of the conveyance or transfer of all or substantially all of
          the properties and estates of the Company as an entirety to any other
          corporation and thereafter "Company" will mean such successor
          corporation;

     (b)  "COMPANY'S AUDITORS" means an independent firm of accountants duly
          appointed as auditors 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" and similar expressions refer to these Terms and
          Conditions as the same may be amended or modified from time to time;
          and the expression "ARTICLE" and "SECTION", followed by a number refer
          to the specified Article or Section 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 stock 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 Nevada Agency and Trust Company, at its head
          office in Reno, Nevada or its successors;

     (h)  "WARRANT HOLDERS" or "HOLDERS" means the holders of the Warrants; and
<PAGE>
 
                                      -2-


     (i)  "WARRANTS" means the warrants of the Company issued and presently
          authorized, as set out in Section 2.01 hereof and for the time being
          outstanding.

SECTION 1.2 - GENDER

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

SECTION 1.3 - INTERPRETATION NOT AFFECTED BY HEADINGS

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

SECTION 1.4 - APPLICABLE LAW

The Warrants will be construed in accordance with the laws of the State of
Oregon and the laws of the United States of America applicable thereto and will
be treated in all respects as Oregon contracts.

ARTICLE 2 - ISSUE OF WARRANTS
-----------------------------

SECTION 2.1 - ISSUE OF WARRANTS

Warrants entitling the Holders thereof to purchase up to an aggregate of 500,000
common shares are authorized to be issued by the Company. The Warrant
certificates represent an aggregate of 500,000 Warrants.

SECTION 2.2 - ADDITIONAL WARRANTS

The Company may at any time and from time to time issue additional warrants or
grant options or similar rights to purchase shares of its capital stock.

SECTION 2.3 - WARRANT TO RANK PARI-PASSU

All Warrants and additional warrants, options or similar rights to purchase
shares from time to time issued or granted by the Company, will rank pari-passu
whatever may be the actual dates of issue or grant thereof, or of the dates of
the certificates by which they are evidenced.

SECTION 2.4 - ISSUE IN SUBSTITUTION FOR LOST WARRANTS

(1)  In case a Warrant becomes mutilated, lost, destroyed or stolen, the
     Company, at its discretion, may issue and deliver a new Warrant of like
     date and tenor as the one 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 
<PAGE>
 
                                      -3-

     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.

(2)  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 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 an amount and form satisfactory to the Company in its
     discretion, and will pay the reasonable charges of the Company in
     connection therewith.

SECTION 2.5 - WARRANT HOLDER NOT A SHAREHOLDER

No Warrant Holder, as such, shall be entitled to vote or receive dividends or be
deemed the holder of shares for any purpose, nor shall anything contained in the
Warrant certificate be construed to confer upon any Warrant Holder, as such, any
of the rights of a shareholder of the Company or any right to vote, give or
withhold consent to any action by the Company (whether upon any
recapitalization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings or other action
affecting shareholders, receive dividends or subscription rights, or otherwise,
until any or all Warrant Holders shall have exercised any or all Warrants and
the shares issuable upon exercise thereof shall been issued and delivered.

SECTION 2.6 - REGISTERED HOLDER OF WARRANT

The Company and the Transfer Agent may deem and treat the registered holder of a
Warrant certificate as the absolute owner of such Warrant certificate
(notwithstanding any notation of ownership or writing thereon made by anyone
other than the Company or the Transfer Agent) for all purposes and shall not be
affected by any notice to the contrary.

ARTICLE 3 - NOTICE
------------------

SECTION 3.1 - NOTICE TO WARRANT HOLDERS

Any notice to be given to the Holders will be sent by prepaid registered mail
and will be deemed to have been received by the Holder on the fourth day
following the mailing thereof.  Any such notice will be addressed to the Holder
at the address of the Holder appearing on the Holder's Warrant or to such other
address as the Holder may advise the Company by notice in writing.

SECTION 3.2 - NOTICE TO THE COMPANY

Any notice to be given to the Company will be sent by prepaid registered mail
addressed to the Company at its registered office and will be deemed to have
been received by the Company on the fourth day following the mailing thereof,
provided that if there shall be at the time of mailing or between the time of
mailing and the actual receipt of the notice a labour dispute, slow down, or
other disruption which might effect the normal delivery of such notice by the
mails, then such notice shall only be effective if and when received by the
Company.
<PAGE>
 
                                      -4-


ARTICLE 4 - EXERCISE OF WARRANTS
--------------------------------

SECTION 4.1 - METHOD OF EXERCISE OF WARRANTS

The right to purchase shares conferred by the Warrants may be exercised by the
Holder of such Warrant surrendering it, with a duly completed and executed
subscription form attached to the Warrant certificate, together with cash or a
certified cheque payable to or to the order of the Company, at par, in Richmond,
British Columbia, for the purchase price applicable at the time of surrender in
respect of the shares subscribed for in lawful money of the United States of
America.

SECTION 4.2 - EFFECT OF EXERCISE OF WARRANTS

(1)  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.

(2)  Within ten 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.

SECTION 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.

SECTION 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 common 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 common shares.

SECTION 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.
<PAGE>
 
                                      -5-


SECTION 4.6 - TIME OF ESSENCE

Time will be of the essence hereof.

SECTION 4.7 - SUBSCRIPTION PRICE

One Warrant and $1.75 U.S. if exercised during the first year of the term of the
Warrants or $2.25 U.S. if exercised during the second year of the term of the
Warrants are required to subscribe for each share.

SECTION 4.8 - ADJUSTMENT OF EXERCISE PRICE

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

(1)  If and whenever the shares at any time outstanding are subdivided into a
     greater or consolidated into a lesser number of shares the exercise price
     will be 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.

(2)  (a)  In case of any capital reorganization or of any reclassification of
          the capital of the Company or in the case of the consolidation, merger
          or amalgamation of the Company with or into any other Company
          (hereinafter collectively referred to as a "Reorganization"), each
          Warrant will after such Reorganization confer the right to purchase
          the number of shares or other securities of the Company (or of the
          Company's resulting from such Reorganization) which the Warrant Holder
          would have been entitled to upon Reorganization if the Warrant Holder
          had been a shareholder at the time of such Reorganization;

     (b)  In any such case, if necessary, appropriate adjustments will be made
          in the application of the provisions of this Article Four relating to
          the rights and interest thereafter of the holders of the Warrants so
          that the provisions of this Article Four will be made applicable as
          nearly as reasonably possible to any shares or other securities
          deliverable after the Reorganization on the exercise of the Warrants;

     (c)  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 Reorganization for the purposes of
          this paragraph 4.8(2);
<PAGE>
 
                                      -6-


(3)       The adjustments provided for in this Section are cumulative and will
          become effective immediately after the record date or, if no record
          date is fixed, the effective date of the event which results in such
          adjustments.

SECTION 4.9 - DETERMINATION OF ADJUSTMENTS

If any questions will at any time arise with respect to the exercise price or
any adjustment provided for in Section 4.8, such questions will be conclusively
determined by the Company's Auditors, or, if they decline to so act any other
firm of chartered accountants, 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 holders of the Warrants.

SECTION 4.10 - REGISTRATION OR APPROVAL OF SHARES BY GOVERNMENTAL AUTHORITY

If any shares issuable upon the exercise of the Warrants require registration or
approval of any governmental authority, including, without limitation, the
filing of a registration statement or amendments or supplements thereto under
the Securities Act of 1933, as amended, or the taking of any action under the
laws of the United States of America or any political subdivision thereof before
such shares may be validly issued, then the Company will in good faith and as
expeditiously as possible endeavor to secure such registration or approval or to
take such other action as the case may be; PROVIDED, HOWEVER, there is no
assurance such registration or approval can be obtained, and the Company is
hereby authorized to suspend the exercise of all Warrants from the period during
which it is endeavoring to obtain such registration or approval or to take such
other action.

ARTICLE 5 - COVENANTS BY THE COMPANY
------------------------------------

SECTION 5.1 - RESERVATION OF SHARES

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 and hereto.

SECTION 5.2 - COMPANY MAY PURCHASE

The Company may from time to time offer to purchase and purchase, for
cancellation only, any Warrants in such manner, from such persons and on such
terms and conditions as it determines.

ARTICLE 6 - WAIVER OF CERTAIN RIGHTS
------------------------------------

SECTION 6.1 - IMMUNITY OF SHAREHOLDERS, ETC.

The Warrant Holder, as part of the consideration for the issue of the Warrants,
waives and will not have 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 
<PAGE>
 
                                      -7-

the issue of shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein contained or in the Warrant.

ARTICLE 7 - MODIFICATION OF TERMS, MERGER, SUCCESSORS
-----------------------------------------------------

SECTION 7.1 - MODIFICATION OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES

From time to time the Company may, subject to the provisions of these presents,
modify the Terms and Conditions hereof, for the purpose of correction or
rectification of any ambiguities, defective provisions, errors or omissions
herein.

SECTION 7.2 - TRANSFERABILITY

The right to purchase shares conferred by the Warrants may be transferred or
assigned by any  Holder of Warrants by such Warrant Holder completing and
executing an Asssignment of Warrants and delivering such Assignment to the
Company in Richmond, British Columbia or to the Transfer Agent in Reno, Nevada.


DATED this 24th day of November, 1997.



                                    IAS COMMUNICATIONS INC.



                                    ----------------------------
                                    President