<PAGE>
EXHIBIT 10.2

NEITHER THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE
WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.

2,720,000 WARRANTS                                             November 18, 2004

                             MIV THERAPEUTICS, INC.

                                    WARRANTS

         MIV Therapeutics, Inc., a Nevada corporation ("MIVT"), certifies that,
for value received, Trilogy Capital Partners, Inc. ("TRILOGY"), or registered
assigns (the "HOLDER"), is the owner of Two Million Seven Hundred Twenty
Thousand (2,720,000) Warrants of MIVT (the "WARRANTS"). Each Warrant entitles
the Holder to purchase from MIVT at any time prior to the Expiration Date (as
defined below) one (1) share of the common stock of MIVT (the "COMMON STOCK")
for $0.26 per share (the "EXERCISE PRICE"), on the terms and conditions
hereinafter provided. The Exercise Price and the number of shares of Common
Stock purchasable upon exercise of each Warrant are subject to adjustment as
provided in this Certificate.

1.       VESTING; EXPIRATION DATE; EXERCISE

         1.1 VESTING. The Warrants shall vest and become exercisable as of the
date of this Certificate.

         1.2 EXPIRATION DATE. The Warrants shall expire on November 18, 2007
(the "EXPIRATION DATE").

         1.3 MANNER OF EXERCISE. The Warrants are exercisable by delivery to
MIVT of the following (the "EXERCISE Documents"): (a) this Certificate (b) a
written notice of election to exercise the Warrants; and (c) payment of the
Exercise Price in cash, by check or by "net" exercise as contemplated by Section
1.4 of this Certificate. Within three business days following receipt of the
foregoing, MIVT shall execute and deliver to the Holder: (a) a certificate or
certificates representing the aggregate number of shares of Common Stock
purchased by the Holder, and (b) if less than all of the Warrants evidenced by
this Certificate are exercised, a new certificate evidencing the Warrants not so
exercised.




<PAGE>

         1.4 NET EXERCISE. In lieu of the payment methods set forth in Section
1.3 above, the Holder may elect to exchange all or some of the Warrant for the
number of shares of Common Stock computed using the following formula:

                  X = Y (A-B)
                      -------
                         A

                  Where X = the number of shares of Common Stock to be issued to
                  Holder.

                  Y = the number of shares of Common Stock purchasable under the
                  Warrants being exchanged (as adjusted to the date of such
                  calculation).

                  A = the Market Price on the date of receipt by MIVT of the
                  exercise documents.

                  B = the Exercise Price of the Warrants being exchanged (as
                  adjusted in accordance with the terms of Section 2 hereof).

                  The "MARKET PRICE" on any trading day shall be deemed to be
         the last reported sale price of the Common Stock on such day, or, in
         the case no such reported sales take place on such day, the last
         reported sale price on the preceding trading day on which there was a
         last reported sales price, as officially reported by the principal
         securities exchange in which the shares of Common Stock are listed or
         admitted to trading or by the Nasdaq Stock Market, or if the Common
         Stock is not listed or admitted to trading on any national securities
         exchange or the Nasdaq Stock Market, the last sale price, or if there
         is no last sale price, the closing bid price, as furnished by the
         National Association of Securities Dealers, Inc. (such as through the
         OTC Bulletin Board) or a similar organization or if Nasdaq is no longer
         reporting such information. If the Market Price cannot be determined
         pursuant to the sentence above, the Market Price shall be determined in
         good faith (using customary valuation methods) by the Board of
         Directors of MIVT based on the information best available to it,
         including recent arms-length sales of Common Stock to unaffiliated
         persons.

            1.5 RESTRICTION ON "NET" EXERCISE. Notwithstanding any other
provision of this Certificate, Holder shall not be permitted to effect a "net"
exercise of the Warrants if on the date of exercise the resale of the underlying
shares by Holder has been registered under the Securities Act of 1933, as
amended, pursuant to a registration statement which is then in effect, and on
such date the Holder shall be permitted to resell such shares pursuant to such
registration statement.

2. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER AND KIND OF CONVERSION SHARES

         2.1 In the event that MIVT shall at any time hereafter (a) pay a
dividend in Common Stock or securities convertible into Common Stock; (b)
subdivide or split its outstanding Common Stock; (c) combine its outstanding
Common Stock into a smaller number of shares; then the number of shares to be
issued immediately after the occurrence of any such event shall be adjusted so
that the Holder thereafter may receive the number of shares of Common Stock it
would have owned immediately following such action if it had exercised the
Warrants immediately prior to such action and the Exercise Price shall be
adjusted to reflect such proportionate increases or decreases in the number of
shares.

                                      -2-



<PAGE>

         2.2 In case of any reclassification of the outstanding shares of Common
Stock (other than a change covered by Section 2.1 hereof or a change which
solely affects the par value of such shares) or in the case of any merger or
consolidation or merger in which MIVT is not the continuing corporation and
which results in any reclassification or capital reorganization of the
outstanding shares), the Holder shall have the right thereafter (until the
Expiration Date) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and
amount of shares of stock or other securities or property receivable upon such
reclassification, capital reorganization, merger or consolidation, by a Holder
of the number of shares of Common Stock obtainable upon the exercise of the
Warrants immediately prior to such event; and if any reclassification also
results in a change in shares covered by Section 2.1, then such adjustment shall
be made pursuant to both this Section 2.2 and Section 2.1 (without duplication).
The provisions of this Section 2.2 shall similarly apply to successive
reclassifications, capital reorganizations and mergers or consolidations, sales
or other transfers.

3. RESERVATION OF SHARES. MIVT shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, such number of shares of
Common Stock as shall from time to time be issuable upon exercise of the
Warrants. If at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to permit the exercise of the Warrants, MIVT shall
promptly seek such corporate action as may necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purpose.

4. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the Exercise
Price, or number or type of shares issuable upon exercise of these Warrants, the
Chief Financial Officer of MIVT shall compute such adjustment in accordance with
the terms of these Warrants and prepare a certificate setting forth such
adjustment and showing in detail the facts upon which such adjustment is based,
including a statement of the adjusted Exercise Price. MIVT shall promptly send
(by facsimile and by either first class mail, postage prepaid or overnight
delivery) a copy of each such certificate to the Holder.

5. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to MIVT
of the ownership of and the loss, theft, destruction or mutilation of this
Certificate, and of indemnity reasonably satisfactory to it, and (in the case of
mutilation) upon surrender and cancellation of these Warrants, MIVT will execute
and deliver in lieu thereof a new Certificate of like tenor as the lost, stolen,
destroyed or mutilated Certificate.

6. REPRESENTATIONS AND WARRANTIES OF MIVT. MIVT hereby represents and warrants
to Holder that:

         6.1 DUE AUTHORIZATION. All corporate action on the part of MIVT, its
officers, directors and shareholders necessary for (a) the authorization,
execution and delivery of, and the performance of all obligations of MIVT under,
these Warrants, and (b) the authorization, issuance, reservation for issuance
and delivery of all of the Common Stock issuable upon exercise of these
Warrants, has been duly taken. These Warrants constitute a valid and binding
obligation of MIVT enforceable in accordance with their terms, subject, as to
enforcement of remedies, to applicable bankruptcy, insolvency, moratorium,
reorganization and similar laws affecting creditors' rights generally and to
general equitable principles.

                                      -3-



<PAGE>

         6.2 ORGANIZATION. MIVT is a corporation duly organized, validly
existing and in good standing under the laws of the State referenced in the
first paragraph of this Certificate and has all requisite corporate power to
own, lease and operate its property and to carry on its business as now being
conducted and as currently proposed to be conducted.

         6.3 VALID ISSUANCE OF STOCK. Any shares of Common Stock issued upon
exercise of these Warrants will be duly and validly issued, fully paid and
non-assessable.

         6.4 GOVERNMENTAL CONSENTS. All consents, approvals, orders,
authorizations or registrations, qualifications, declarations or filings with
any federal or state governmental authority on the part of MIVT required in
connection with the consummation of the transactions contemplated herein have
been obtained.

7. REPRESENTATIONS AND WARRANTIES OF TRILOGY. Trilogy hereby represents and
warrants to MIVT that:

         7.1 Trilogy is acquiring the Warrants for its own account, for
investment purposes only.

         7.2 Trilogy understands that an investment in the Warrants involves a
high degree of risk, and Trilogy has the financial ability to bear the economic
risk of this investment in the Warrants, including a complete loss of such
investment. Trilogy has adequate means for providing for its current financial
needs and has no need for liquidity with respect to this investment.

         7.3 Trilogy has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment
in the Warrants and in protecting its own interest in connection with this
transaction.

         7.4 Trilogy understands that the Warrants have not been registered
under the Securities Act of 1933, as amended (the "SECURITIES ACT") or under any
state securities laws. Trilogy is familiar with the provisions of the Securities
Act and Rule 144 thereunder and understands that the restrictions on transfer on
the Warrants may result in Trilogy being required to hold the Warrants for an
indefinite period of time.

         7.5 Trilogy agrees not to sell, transfer, assign, gift, create a
security interest in, or otherwise dispose of, with or without consideration
(collectively, "TRANSFER") any of the Warrants except pursuant to an effective
registration statement under the Securities Act or an exemption from
registration. As a further condition to any such Transfer, except in the event
that such Transfer is made pursuant to an effective registration statement under
the Securities Act, if in the reasonable opinion of counsel to MIVT any Transfer
of the Warrants by the contemplated transferee thereof would not be exempt from
the registration and prospectus delivery requirements of the Securities Act,
MIVT may require the contemplated transferee to furnish MIVT with an investment
letter setting forth such information and agreements as may be reasonably
requested by MIVT to ensure compliance by such transferee with the Securities
Act.

                                      -4-



<PAGE>

8. NOTICES OF RECORD DATE

         In the event:

         8.1 MIVT shall take a record of the holders of its Common Stock (or
other stock or securities at the time receivable upon the exercise of these
Warrants), for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities or to receive any other right; or

         8.2 of any consolidation or merger of MIVT with or into another
corporation, any capital reorganization of MIVT, any reclassification of the
capital stock of MIVT, or any conveyance of all or substantially all of the
assets of MIVT to another corporation in which holders of MIVT's stock are to
receive stock, securities or property of another corporation; or

         8.3 of any voluntary dissolution, liquidation or winding-up of MIVT; or

         8.4 of any redemption or conversion of all outstanding Common Stock;

then, and in each such case, MIVT will mail or cause to be mailed to the Holder
a notice specifying, as the case may be, (a) the date on which a record is to be
taken for the purpose of such dividend, distribution or right, or (b) the date
on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation, winding-up, redemption or conversion is to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such stock or securities as at the time are
receivable upon the exercise of these Warrants), shall be entitled to exchange
their shares of Common Stock (or such other stock or securities), for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. MIVT
shall use all reasonable efforts to ensure such notice shall be delivered at
least 15 days prior to the date therein specified.

9. REGISTRATION RIGHTS.

         9.1 DEFINITIONS. For purposes of this Section 9, the following terms
shall have the meanings set forth below:

             9.1.1 A "BLACKOUT EVENT" means any of the following: (a) the
possession by MIVT of material information that is not ripe for disclosure in a
registration statement or prospectus, as determined reasonably and in good faith
by the Chief Executive Officer or the Board of Directors of MIVT or that
disclosure of such information in the Registration Statement or the prospectus
constituting a part thereof would be materially detrimental to the business and
affairs of MIVT; or (b) any material engagement or activity by MIVT which would,
in the reasonable and good faith determination of the Chief Executive Officer or
the Board of Directors of MIVT, be materially adversely affected by disclosure
in a registration statement or prospectus at such time.

             9.1.2 "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

             9.1.3 "INCLUDED SHARES" shall mean any Registrable Shares included
in a Registration.

             9.1.4 "REGISTRABLE SHARES" shall mean the shares of Common Stock
(or such stock or securities as at the time are receivable upon the exercise of
these Warrants) issuable upon exercise of the Warrants and any other Warrants
and or other securities issued to Trilogy in connection with performing investor
relations services for MIVT, and shares or securities issued as a result of
stock split, stock dividend or reclassification of such shares.

                                      -5-



<PAGE>

             9.1.5 "REGISTRATION" shall mean a registration of securities under
the Securities Act pursuant to Section 10.2 or 10.3 of this Agreement.

             9.1.6 "REGISTRATION PERIOD" with respect to any Registration
Statement the period commencing the effective date of the Registration Statement
and ending upon withdrawal or termination of the Registration Statement.

             9.1.7 "REGISTRATION STATEMENT" shall mean the registration
statement, as amended from time to time, filed with the SEC in connection with a
Registration.

             9.1.8 "SEC" shall mean the Securities and Exchange Commission.

         9.2 DEMAND REGISTRATION. As soon as practicable, but in any event no
later than 30 days following written request from Holder, MIVT shall prepare and
file with the SEC a Registration Statement for the purpose of registering the
sale of the Registrable Shares under the Securities Act, and shall use its
commercially reasonable efforts to cause the Registration Statement to become
effective within 30 days of the date of filing. Once effective, MIVT shall
prepare and file with the SEC such amendments and supplements to the
Registration Statement and the prospectus forming a part thereof as may be
necessary to keep the Registration Statement effective until the earliest date
on which (i) all the Included Shares have been disposed of pursuant to the
Registration Statement, or (ii) all of the Included Shares then held by Holder
may be sold under the provisions of Rule 144 without limitation as to volume,
whether pursuant to Rule 144(k) or otherwise.

         9.3 PIGGYBACK REGISTRATION. If MIVT shall determine to register any
Common Stock under the Securities Act for sale in connection with a public
offering of Common Stock (other than pursuant to an employee benefit plan or a
merger, acquisition or similar transaction), MIVT will give written notice
thereof to Holder and will include in such Registration Statement any of the
Registrable Shares which Holder may request be included ("INCLUDED SHARES") by a
writing delivered to MIVT within 15 days after the notice given by MIVT to
Holder; provided, however, that if the offering is to be firmly underwritten,
and the representative of the underwriters of the offering refuse in writing to
include in the offering all of the shares of Common Stock requested by MIVT and
others, the shares to be included shall be allocated first to MIVT and any
shareholder who initiated such Registration and then among the others based on
the respective number of shares of Common Stock held by such persons. If MIVT
decides not to, and does not, file a Registration Statement with respect to such
Registration, or after filing determines to withdraw the same before the
effective date thereof, MIVT will promptly so inform Holder, and MIVT will not
be obligated to complete the registration of the Included Shares included
therein.

         9.4 CERTAIN COVENANTS. In connection with any Registration:

             9.4.1 MIVT shall take all lawful action such that the Registration
Statement, any amendment thereto and the prospectus forming a part thereof does
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading. Upon
becoming aware of the occurrence of any event or the discovery of any facts
during the Registration Period that make any statement of a material fact made
in the Registration Statement or the related prospectus untrue in any material

                                      -6-



<PAGE>

respect or which material fact is omitted from the Registration Statement or
related prospectus that requires the making of any changes in the Registration
Statement or related prospectus so that it will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they are made, not
misleading (taking into account any prior amendments or supplements), MIVT shall
promptly notify Holder, and, subject to the provisions of Section 10.5, as soon
as reasonably practicable prepare (but, subject to Section 10.5, in no event
more than five business days in the case of a supplement or seven business days
in the case of a post-effective amendment) and file with the SEC a supplement or
post-effective amendment to the Registration Statement or the related prospectus
or file any other required document so that, as thereafter delivered to a
purchaser of Shares from Holder, such prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

             9.4.2 At least three business days prior to the filing with the SEC
of the Registration Statement (or any amendment thereto) or the prospectus
forming a part thereof (or any supplement thereto), MIVT shall provide draft
copies thereof to Holder and shall consider incorporating into such documents
such comments as Holder (and its counsel) may propose to be incorporated
therein. Notwithstanding the foregoing, no prospectus supplement, the form of
which has previously been provided to Holder, need be delivered in draft form to
Holder.

             9.4.3 MIVT shall promptly notify Holder upon the occurrence of any
of the following events in respect of the Registration Statement or the
prospectus forming a part thereof: (i) the receipt of any request for additional
information from the SEC or any other federal or state governmental authority,
the response to which would require any amendments or supplements to the
Registration Statement or related prospectus; (ii) the issuance by the SEC or
any other federal or state governmental authority of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose; or (iii) the receipt of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.

             9.4.4 MIVT shall furnish to Holder with respect to the Included
Shares registered under the Registration Statement (and to each underwriter, if
any, of such Shares) such number of copies of prospectuses and such other
documents as Holder may reasonably request, in order to facilitate the public
sale or other disposition of all or any of the Included Shares by Holder
pursuant to the Registration Statement.

             9.4.5 In connection with any registration pursuant to Section 9.2,
MIVT shall file or cause to be filed such documents as are required to be filed
by MIVT for normal Blue Sky clearance in states specified in writing by Holder;
PROVIDED, HOWEVER, that MIVT shall not be required to qualify to do business or
consent to service of process in any jurisdiction in which it is not now so
qualified or has not so consented.

             9.4.6 MIVT shall bear and pay all expenses incurred by it and
Holder (other than underwriting discounts, brokerage fees and commissions and
fees and expenses of more than one law firm) in connection with the registration
of the Shares pursuant to the Registration Statement.

                                      -7-



<PAGE>

             9.4.7 MIVT shall require each legal opinion and accountant's "cold
comfort" letter in connection with the Registration, if any, to be rendered to
Holder as well as MIVT and/or its Board of Directors.

             9.4.8 As a condition to including Registrable Shares in a
Registration Statement, Holder must provide to MIVT such information regarding
itself, the Registrable Shares held by it and the intended method of
distribution of such Shares as shall be required to effect the registration of
the Registrable Shares and, if the offering is being underwritten, Holder must
provide such powers of attorney, indemnities and other documents as may be
reasonably requested by the managing underwriter.

             9.4.9 Following the effectiveness of the Registration Statement,
upon receipt from MIVT of a notice that the Registration Statement contains an
untrue statement of material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances under which they were made, Holder will
immediately discontinue disposition of Included Shares pursuant to the
Registration Statement until MIVT notifies Holder that it may resume sales of
Included Shares and, if necessary, provides to Holder copies of the supplemental
or amended prospectus.

         9.5 BLACKOUT EVENT. MIVT shall not be obligated to file a
post-effective amendment or supplement to the Registration Statement or the
prospectus constituting a part thereof during the continuance of a Blackout
Event; provided, however, that no Blackout Event may be deemed to exist for more
than 60 days. Without the express written consent of Holder, if required to
permit the continued sale of Shares by Holder, a post-effective amendment or
supplement to Registration Statement or the prospectus constituting a part
thereof must be filed no later than the 61st day following commencement of a
Blackout Event.

         9.6 RULE 144. With a view to making available to Holder the benefits of
Rule 144, MIVT agrees, throughout the Registration Period, to:

             9.6.1.1 comply with the provisions of paragraph (c)(1) of Rule 144;
and

             9.6.1.2 file with the SEC in a timely manner all reports and other
documents required to be filed by MIVT pursuant to Section 13 or 15(d) under the
Exchange Act; and, if at any time it is not required to file such reports but in
the past had been required to or did file such reports, it will, upon the
request of a Purchaser, make available other information as required by, and so
long as necessary to permit sales of its Shares pursuant to, Rule 144.

         9.7 MIVT INDEMNIFICATION. MIVT agrees to indemnify and hold harmless
Holder, and its officers, directors and agents, and each person, if any, who
controls Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities caused by (i) any violation or alleged violation by MIVT
of the Securities Act, Exchange Act, any state securities laws or any rule or
regulation promulgated under the Securities Act, Exchange Act or any state
securities laws, (ii) any untrue statement or alleged untrue statement of a

                                      -8-



<PAGE>

material fact contained in any registration statement or prospectus relating to
the Included Shares (as amended or supplemented if MIVT shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or (iii)
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information furnished in writing to MIVT by Holder or on Holder's behalf
expressly for use therein.

         9.8 HOLDER INDEMNIFICATION. Holder agrees to indemnify and hold
harmless MIVT, its officers, directors and agents and each person, if any, who
controls MIVT within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from MIVT to Holder, but only with respect to information furnished in writing
by Holder or on Holder's behalf expressly for use in any registration statement
or prospectus relating to the Registrable Shares, or any amendment or supplement
thereto, or any preliminary prospectus.

         9.9 INDEMNIFICATION PROCEDURES. In case any proceeding (including any
governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to this Section 10, such person (an
"INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnified Party, and shall assume the
payment of all fees and expenses; provided that the failure of any Indemnified
Party so to notify the Indemnifying Party shall not relieve the Indemnifying
Party of its obligations hereunder except to the extent (and only to the extent
that) that the Indemnifying Party is materially prejudiced by such failure to
notify. In any such proceeding, any Indemnified Party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(ii) in the reasonable judgment of such Indemnified Party representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties (including in the case of Holder, all of its
officers, directors and controlling persons) and that all such fees and expenses
shall be reimbursed as they are incurred. In the case of any such separate firm
for the Indemnified Parties, the Indemnified Parties shall designate such firm
in writing to the Indemnifying Party. The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent (which
consent shall not be unreasonably withheld or delayed), but if settled with such
consent, or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such proceeding.

                                      -9-



<PAGE>

         9.10 CONTRIBUTION. To the extent any indemnification by an Indemnifying
Party is prohibited or limited by law, the Indemnifying Party agrees to make the
maximum contribution with respect to any amounts for which, he, she or it would
otherwise be liable under this Section 10.6 to the fullest extent permitted by
law; provided, however, that (i) no contribution shall be made under
circumstances where a party would not have been liable for indemnification under
this Section 10.6 and (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning used in the Securities Act)
shall be entitled to contribution from any party who was not guilty of such
fraudulent misrepresentation.

10. SEVERABILITY. If any term, provision, covenant or restriction of these
Warrants is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of these Warrants shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

11. NOTICES. All notices, requests, consents and other communications required
hereunder shall be in writing and shall be effective when delivered or, if
delivered by registered or certified mail, postage prepaid, return receipt
requested, shall be effective on the third day following deposit in United
States mail: to the Holder, at Trilogy Capital Partners, Inc., 1406 1/2 Kenter
Avenue, Los Angeles, CA 90049; and if addressed to MIVT, at MIV Therapeutics,
Inc., #1-8765 Ash Street, Vancouver, BC V6P 6TS, or such other address as Holder
or MIVT may designate in writing.

12. NO RIGHTS AS SHAREHOLDER. The Holder shall have no rights as a shareholder
of MIVT with respect to the shares issuable upon exercise of the Warrants until
the receipt by MIVT of all of the Exercise Documents.

                                             MIV THERAPEUTICS, INC.

                                             By: /s/ A. Lindsay
                                                 -------------------------------

                                             Its: Chairman, Pres. & CEO

                                      -10-



<PAGE>

                                   EXHIBIT "A"
                               NOTICE OF EXERCISE
                (TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANTS)

To:      MIV Therapeutics, Inc.

         The undersigned hereby elects to purchase shares of Common Stock (the
"WARRANT SHARES") of MIV Therapeutics, Inc. ("MIVT"), pursuant to the terms of
the enclosed warrant certificate (the "CERTIFICATE"). The undersigned tenders
herewith payment of the exercise price pursuant to the terms of the Certificate.

         The undersigned hereby represents and warrants to, and agrees with,
MIVT as follows:

         1. Holder is acquiring the Warrant Shares for its own account, for
investment purposes only.

         2. Holder understands that an investment in the Warrant Shares involves
a high degree of risk, and Holder has the financial ability to bear the economic
risk of this investment in the Warrant Shares, including a complete loss of such
investment. Holder has adequate means for providing for its current financial
needs and has no need for liquidity with respect to this investment.

         3. Holder has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment
in the Warrant Shares and in protecting its own interest in connection with this
transaction.

         4. Holder understands that the Warrant Shares have not been registered
under the Securities Act or under any state securities laws. Holder is familiar
with the provisions of the Securities Act and Rule 144 thereunder and
understands that the restrictions on transfer on the Warrant Shares may result
in Holder being required to hold the Warrant Shares for an indefinite period of
time.

         5. Holder agrees not to sell, transfer, assign, gift, create a security
interest in, or otherwise dispose of, with or without consideration
(collectively, "TRANSFER") any of the Warrant Shares except pursuant to an
effective registration statement under the Securities Act or an exemption from
registration. As a further condition to any such Transfer, except in the event
that such Transfer is made pursuant to an effective registration statement under
the Securities Act, if in the reasonable opinion of counsel to MIVT any Transfer
of the Warrant Shares by the contemplated transferee thereof would not be exempt
from the registration and prospectus delivery requirements of the Securities
Act, MIVT may require the contemplated transferee to furnish MIVT with an
investment letter setting forth such information and agreements as may be
reasonably requested by MIVT to ensure compliance by such transferee with the
Securities Act.




<PAGE>

         Each certificate evidencing the Warrant Shares will bear the following
legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS
AND MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Number of Warrants Exercised:  ______________

Net Exercise  ____  Yes  ___ No

Dated:  ____________________

                                      -2-