EXHIBIT 4.4




                                                                 Agent's Warrant

Warrant No. __

          Void after 5:00 p.m. Toronto, Ontario time, on July 13, 2003
                   Warrant to Purchase Shares of Common Stock

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE.  THE SECURITIES
ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S
PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  THE
SECURITIES ARE  "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO U.S.  PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S  PROMULGATED  UNDER
THE ACT)  UNLESS  THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT,  PURSUANT  TO
REGULATION  S  OR  PURSUANT  TO  AVAILABLE   EXEMPTIONS  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE ACT AND THE SELLER WILL BE PROVIDED WITH OPINION OF COUNSEL
OR OTHER SUCH  INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM  THAT SUCH
EXEMPTIONS ARE AVAILABLE.  FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.


          -------------------------------------------------------------

                WARRANT TO PURCHASE 5,000 SHARES OF COMMON STOCK
                                       OF

                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
        ----------------------------------------------------------------

         This it to certify that, FOR VALUE  RECEIVED,  Thomson  Kernaghan & Co.
Limited,  as Agent, or assigns ("Holder"),  is entitled to purchase,  subject to
the provisions of this Warrant,  from Diversified Product  Inspections,  Inc., a
Florida  corporation  (the  "Company"),  the  fully  paid,  validly  issued  and
non-assessable  shares  of Common  Stock,  $0.0001  par  value,  of the  Company
("Common  Stock") at any time or from time to time  during  the period  from the
date hereof,  through and including  July 13, 2003, but not later than 5:00 p.m.
Toronto, Ontario time, on July 13, 2003, (the "Exercise Period") at the price of
US$0.01 per share (the "Exercise  Price").  The total number of shares of Common
Stock to be issued upon  exercise of this  Warrant  shall be 5,000  shares.  The
price to be paid for each  share of Common  Stock may be  adjusted  from time to
time as hereinafter set forth. The shares of Common Stock  deliverable upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant  Shares" and the  respective  exercise price of a share of Common
Stock in effect  at any time and as  adjusted  from time to time is  hereinafter
sometimes  referred to as the  "Exercise  Price".  This  Warrant is being issued
pursuant to the Common  Stock  Purchase  Agreement,  dated as of July 13,  2000,
between the Company and Thomson Kernaghan & Co. Limited, as Agent.


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A.       EXERCISE OF WARRANT

         This  Warrant may be  exercised in whole or in part at any time or from
time to time during the Exercise Period; provided, however, that (i) if the last
day of the Exercise Period is a day on which banking institutions in the City of
Toronto are authorized by law to close, then the Exercise Period shall terminate
on the next  succeeding day that shall not be such a day, and during such period
the  Holder  shall have the right to  exercise  this  Warrant  into the kind and
amount of shares of stock and other  securities  and property  (including  cash)
receivable  by a holder of the number of shares of Common  Stock into which this
Warrant might have been exercisable  immediately prior thereto. This Warrant may
be exercised by presentation and surrender hereof to the Company of this Warrant
at the Company's  principal  office,  with the Exercise Form annexed hereto duly
executed  and  accompanied  by payment of the  Exercise  Price for the number of
Warrant Shares  specified in such form. As soon as  practicable  after each such
exercise  of the  Warrants,  but not later  than seven (7) days from the date of
such  exercise,  the Company shall issue and deliver to the Holder a certificate
or  certificates  for the designee.  If this Warrant should be exercised in part
only,  the Company  shall,  upon  surrender  of this  Warrant for  cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to
purchase the balance of Warrant Shares purchasable  thereunder.  Upon receipt by
the Company of this Warrant at its principal  office,  or by the stock  transfer
agent of the Company at its  office,  in proper  form for  exercise,  the Holder
shall be deemed to be holder of record of the  shares of Common  Stock  issuable
upon such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that  certificates  representing  such  shares of Common
Stock shall not then be physically delivered to the Holder.

         THIS  WARRANT MAY BE  EXERCISED  ONLY (i) BY A PERSON WHO IS NOT A U.S.
PERSON (AS  DEFINED IN  REGULATION  S  PROMULGATED  UNDER THE ACT),  (ii) IF NOT
EXERCISED ON BEHALF OF A U.S.  PERSON,  (iii) IF NO U.S. PERSON HAS ANY INTEREST
IN THE WARRANTS BEING  EXERCISED OR THE UNDERLYING  SECURITIES TO BE ISSUED UPON
EXERCISE,  AND (iv) OUTSIDE THE UNITED STATES AND THE WARRANT SHARES  UNDERLYING
THE WARRANTS ARE TO BE DELIVERED  OUTSIDE THE UNITED STATES. IF THE ABOVE CANNOT
BE COMPLIED WITH, THEN THE WARRANT CAN BE EXERCISED ONLY IF A WRITTEN OPINION OF
COUNSEL,  THE FORM AND  SUBSTANCE  OF WHICH IS  ACCEPTABLE  TO THE  COMPANY,  IS
DELIVERED TO THE COMPANY PRIOR TO EXERCISE OF THE WARRANTS BEING  EXERCISED THAT
REGISTRATION  IS NOT  REQUIRED,  OR THE  UNDERLYING  SECURITIES  DELIVERED  UPON
EXERCISE HAVE BEEN REGISTERED UNDER THE ACT.

B.       RESERVATION OF SHARES AND COVENANTS OF THE COMPANY

         The Company  shall at all times have allotted and reserved for issuance
and/or  delivery  upon  exercise  of this  Warrant  such number of shares of its
Common Stock as shall be required for issuance and delivery upon exercise of the
Warrant.

         The  Company  covenants  with the Holder  that so long as any  Warrants
remain outstanding and may be exercised:

     1.  it  will  cause  the  shares  of  Common  Stock  and  the  certificates
representing  the Common Stock  subscribed and paid for pursuant to the exercise
of the Warrants to be duly issued and delivered in  accordance  herewith and the
terms hereof;



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     2. all shares of Common  Stock that shall be issued  upon  exercise  of the
right to purchase provided for herein,  upon payment of the prevailing  Exercise
Price herein provided, shall be fully paid and non-assessable;

     3. it will use its best efforts to maintain its corporate existence; and

     4. generally,  it will well and truly perform and carry out all of the acts
or things to be done by it as provided herein.

C.       FRACTIONAL SHARES

         No fractional shares or script representing  fractional shares shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share called for upon any exercise  hereof,  the Company shall pay to the Holder
an amount in cash equal to such fraction  multiplied by the current market value
of a share, determined as follows:

     1. If the  Common  Stock is listed on a  National  Securities  Exchange  or
admitted to unlisted  trading  privileges on such exchange or listed for trading
on the NASDAQ  system,  the current market value shall be the last reported sale
price of the Common  Stock on such  exchange or system on the last  business day
prior to the date of  exercise  of this  Warrant or, if no such sale is made (or
reported) on such day, the average  closing bid and asked prices for such day on
such exchange or system; or

     2. If the Common  Stock is not so listed or admitted  to  unlisted  trading
privileges,  the current market value shall be the mean to the last reported bid
and ask prices reported by the Electronic  Bulletin Board or National  Quotation
Bureau,  Inc. on the last business day prior to the date of the exercise of this
Warrant; or

     3. If the Common  Stock is not so listed or admitted  to  unlisted  trading
privileges and bid and ask prices are not so reported,  the current market value
shall be an amount,  not less than book value  thereof as at the end of the most
recent  fiscal year of the Company  ending  prior to the date of the exercise of
the Warrant,  determined in such  reasonable  manner as may be prescribed by the
Board of Directors of the Company.

D.       EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT

         This Warrant is  exchangeable,  without  expense,  at the option of the
Holder, upon presentation and surrender hereof to the Company for other warrants
of  different  denominations  entitling  the holder  thereof to  purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender  of this  Warrant to the  Company at its  principal  office,  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
applicable transfer tax, the Company shall, without charge,  execute and deliver
a new Warrant in the name of the assignee named in such Assignment Form and this
Warrant shall promptly be canceled. This Warrant may be divided or combined with
other  warrants  that  carry the same  rights  upon  presentation  hereof at the
principal office of the Company,  together with a written notice  specifying the
names and denominations in which new Warrants are to be issued and signed by the
Holder  hereof.  The term  "Warrant" as used herein  includes any Warrants  into
which this Warrant may be divided or  exchanged.  Upon receipt of the Company of
evidence  satisfactory  to it of the loss,  theft,  destruction or mutilation of
this  Warrant,  and (in the case of loss,  theft or  destruction)  of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like  tenor  and  date.  Any such  new  Warrant  executed  and  delivered  shall
constitute an


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additional  contractual  obligation  on the part of the Company,  whether or not
this  Warrant  so lost,  stolen,  destroyed  or  mutilated  shall be at any time
enforceable by anyone.

         This  Warrant  and the Common  Stock  issuable  upon  exercise  of this
Warrant were issued under Regulation S under the Act and may be transferred only
in  accordance  therewith  and as  provided  in the  legends  set  forth in this
Warrant.

E.       RIGHTS OF THE HOLDER

         The Holder shall not, by virtue hereof,  be entitled to any rights of a
shareholder  in the  Company,  either at law or  equity,  and the  rights of the
Holder are limited to those  expressed  in the  Warrant and are not  enforceable
against the Company except to the extent set forth herein.

F.       ANTI-DILUTION PROVISIONS

         The respective  Exercise Price in effect at any time and the number and
kind of securities purchasable upon the exercise of the Warrant shall be subject
to  adjustment  from time to time  upon the  happening  of  certain  events  are
follows:

     1. In case the Company shall (i) declare a dividend or make a  distribution
on its  outstanding  shares of Common  Stock in  shares  of Common  Stock,  (ii)
subdivide or reclassify  its  outstanding  shares of Common Stock into a greater
number of shares,  or (iii)  combine or  reclassify  its  outstanding  shares of
Common Stock into a smaller number of shares,  the respective  Exercise Price in
effect at the time of the record date for such  dividend or  distribution  or of
the effective date of such subdivision, combination or reclassification shall be
adjusted  so that it  shall  equal  the  price  determined  by  multiplying  the
respective  Exercise Price by a fraction,  the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to such action,
and the  numerator  of which  shall be the  number of  shares  of  Common  Stock
outstanding  immediately  prior to such action.  Such  adjustment  shall be made
successively whenever any event listed above shall occur.

     2.  Whenever the  respective  Exercise  Price payable upon exercise of each
Warrant is  adjusted  pursuant  to  Subsection  (1) above,  the number of Shares
purchasable  upon exercise of this Warrant shall  simultaneously  be adjusted by
multiplying the respective number of Shares initially  issuable upon exercise of
this Warrant by a fraction, the denominator of which shall be the Exercise Price
after  giving  effect to such  action and the  numerator  of which  shall be the
Exercise Price in effect immediately prior to such action.

     3. No adjustment in the respective  Exercise Price shall be required unless
such  adjustment  would  require an  increase  or  decrease of at least one cent
($0.01) in such price; provided,  however, that any adjustment that by reason of
this  Subsection  (3) is not  required  to be made shall be carried  forward and
taken into account in any subsequent  adjustment  required to be made hereunder.
All calculations  under this Section (F) shall be made to the nearest cent or to
the  nearest  one-hundredth  of a share,  as the case may be.  Anything  in this
Section (F) to the contrary notwithstanding,  the Company shall be entitled, but
shall not be required, to make such changes in the respective Exercise Price, in
addition to those  required by this Section (F), as it shall  determine,  in its
sole  discretion,  to be advisable in order that any dividend or distribution in
shares of Common Stock, or any subdivision,  reclassification  or combination of
Common Stock,


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hereafter  made by the  Company  shall not  result  in any  federal  income  tax
liability to the holders of Common Stock or securities  convertible  into Common
Stock (including the Warrants).

     4. In the  event  that at any  time,  as a  result  of an  adjustment  made
pursuant to Subsection (1) above,  the Holder of this Warrant  thereafter  shall
become  entitled to receive any shares of the Company,  other than Common Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsections (1) to (3) inclusive above.

     5. Irrespective of any adjustments in the respective  Exercise Price or the
related  number or kind of shares  purchasable  upon  exercise of this  Warrant,
Warrants theretofore or thereafter issued may continue to express the same price
and number and kind of shares as are stated in the  similar  Warrants  initially
issuable pursuant to this Warrant.

G.       OFFICER'S CERTIFICATE

         Whenever the respective Exercise Price shall be adjusted as required by
the provisions of the foregoing Section (F), the Company shall forthwith file in
the custody of its Secretary or an Assistant  Secretary at its principal office,
an officer's  certificate  showing the adjusted  Exercise  Price  determined  as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment,  including a statement of the number of related additional shares of
Common  Stock,  if any,  and such other facts as shall be  necessary to show the
reason for and the manner of  computing  such  adjustment.  Each such  officer's
certificate  shall be made available at all  reasonable  times for inspection by
the holder or any holder of a Warrant executed and delivered pursuant to Section
(A) and the Company shall, forthwith after each such adjustment,  mail a copy by
certified mail of such certificate to the Holder or any such holder.

H.       NOTICES TO WARRANT HOLDERS

         So long as this Warrant shall be outstanding,  (i) if the Company shall
pay any dividend or make any  distribution  upon the Common Stock or (ii) if the
Company shall offer to the holders of Common Stock for  subscription or purchase
by them any share of any class or any other rights,  options or warrants  (other
than  this  Warrant)  or  (iii)  if a  capital  reorganization  of the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least fifteen (15) days prior
to the  date  specified,  as the  case  may  be,  a  notice  containing  a brief
description  of the proposed  action and stating the date on which a record date
is to be determined for the purpose of such dividend,  distribution  or issue of
rights,   options,  or  warrants  or  such   reclassification,   reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date,  if any is to be fixed as of which the holders of
Common  Stock  or  other   securities  shall  receive  cash  or  other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance,  dissolution,  liquidation  or winding  up. The failure to give such
notice shall not otherwise affect the action take by the Company.



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I.       RECLASSIFICATION, REORGANIZATION OR MERGER

         In case of any reclassification, capital reorganization or other change
of  outstanding  shares  Common  Stock  of  the  Company,  or  in  case  of  any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary  in which  merger the Company is the  continuing
corporation  and  that  does  not  result  in  any   reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
class  issuable upon exercise of this Warrant) or in case of any sale,  lease or
conveyance to another corporation of the property of the Company as an entirety,
the Company shall, as a condition precedent to such transaction, cause effective
provisions  to be made so that the Holder  shall have the right  thereafter,  by
exercising  this Warrant at any time prior to the expiration of the Warrant,  to
purchase the kind and amount of shares of stock an other securities and property
receivable upon such reclassification,  capital reorganization and other change,
consolidation,  merger,  sale or conveyance by a holder of such number of shares
of Common  Stock that might have been  purchased  upon  exercise of this Warrant
immediately prior to such reclassification,  change, consolidation, merger, sale
or conveyance.  Any such provision shall include  provision for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments  provided
for in this  Warrant.  The  foregoing  provisions  of  this  Section  (I)  shall
similarly apply to successive  reclassifications,  capital  reorganizations  and
changes of shares of Common  Stock and to  successive  consolidations,  mergers,
sales or  conveyances.  In the event that in  connection  with any such  capital
reorganization or reclassification,  consolidation,  merger, sale or conveyance,
additional  shares of Common  Stock  shall be  issued in  exchange,  conversion,
substitution  or  payment,  in whole or in part,  for a security  of the Company
other than Common  Stock,  any such issue shall be treated as an issue of Common
Stock covered by the provisions of Subsection (1) of Section (F) hereof.

J.    WARRANTS TO RANK PARI PASSU

         All Warrants shall rank pari passu,  whatever may be the actual date of
issue of the same.

K.    GOVERNING LAW; JURISDICTION AND VENUE

         This Warrant shall be governed by and  interpreted  in accordance  with
the laws of the State of Florida;  provided,  however,  that if any provision of
this Agreement is unenforceable  under the laws of the State of Florida,  but is
enforceable  under  the laws of the  Province  of  Ontario,  Canada,  then  such
provision  shall be governed by and  interpreted in accordance  with the laws of
the  Province of Ontario.  The parties  agree that the courts of the Province of
Ontario,   Canada,   shall  have  exclusive   jurisdiction  and  venue  for  the
adjudication  of any civil  action  between them arising out of relating to this
Agreement, and hereby irrevocably consent to such jurisdiction and venue.

         IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed
and  attested by the  undersigned,  each being duly  authorized,  as of the date
below.

                                       DIVERSIFIED PRODUCT INSPECTIONS, INC.

                                       By:/s/ John Van Zyll
                                       -------------------------------



                                       Its:President
DATED: July 13, 2000
ATTEST:

/s/ Ann M Furlong
-----------------------



<PAGE>


                           FORM OF NOTICE OF EXERCISE


THIS WARRANT MAY BE EXERCISED ONLY (i) BY A PERSON WHO IS NOT A U.S.  PERSON (AS
DEFINED  IN  REGULATION  S  PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED),  (ii) IF NOT  EXERCISED ON BEHALF OF A U.S.  PERSON,  (iii) IF NO U.S.
PERSON HAS ANY  INTEREST  IN THE  WARRANTS  BEING  EXERCISED  OR THE  UNDERLYING
SECURITIES  TO BE ISSUED UPON  EXERCISE,  AND (iv) OUTSIDE THE UNITED STATES AND
THE WARRANT  SHARES  UNDERLYING  THE WARRANTS  ARE TO BE  DELIVERED  OUTSIDE THE
UNITED  STATES.  IF THE ABOVE CANNOT BE COMPLIED  WITH,  THEN THE WARRANT CAN BE
EXERCISED ONLY IF A WRITTEN OPINION OF COUNSEL,  THE FORM AND SUBSTANCE OF WHICH
IS ACCEPTABLE  TO THE COMPANY,  IS DELIVERED TO THE COMPANY PRIOR TO EXERCISE OF
THE  WARRANTS  BEING  EXERCISED  THAT  REGISTRATION  IS  NOT  REQUIRED,  OR  THE
UNDERLYING  SECURITIES  DELIVERED UPON EXERCISE HAVE BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933.

         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to the extent of  purchasing  ______________  shares of Common  Stock of
DIVERSIFIED PRODUCT  INSPECTIONS,  INC. AT $0.01 per share, for a total purchase
price of $___________.

INSTRUCTIONS FOR REGISTRATION OF STOCK

Name_________________________________________
         (Please typewrite or print in block letters)

Address________________________________________

Social Security or Federal I.D. Number_________________

The undersigned represents and warrants to Diversified Product Inspections, Inc.
that the  conditions  for exercise of the within  Warrant set forth in the first
sentence of the first  paragraph above have been fully complied with and no U.S.
Person has any interest in the Warrant or the Warrant Shares.

Signature____________________________________________________
         (Sign exactly as your name appears on the first page of this Warrant)



<PAGE>



ASSIGNMENT FORM


FOR VALUE RECEIVED,

---------------------------------
hereby sells, assigns and transfers unto


Name

----------------------------------------------------------
(Please typewrite or print in block letters)

Address

-----------------------------------------------------------

Social Security Federal I.D. Number

------------------------------

the right to purchase shares of Common Stock of Diversified Product Inspections,
Inc.  represented by this Warrant as to which such right is exercisable and does
hereby irrevocably constitute and appoint  __________________________  Attorney,
to transfer the same on the books of Diversified Product Inspections,  Inc. with
full power of substitution in the premises.

Date:  ______________________

Signature: ______________________
           (sign exactly as your name
           appears on the first page of
           this Warrant)

Note:  The Warrant and the Common Stock  issuable  upon  exercise of the Warrant
were issued under Regulation S under the Securities Act of 1933, as amended, and
may be transferred  only in accordance  therewith and as provided in the legends
set forth in the Warrant.