Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Resources Inc. - Exhibit 4.2.1





 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
  BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
  SECURITIES ACT”) OR OTHER APPLICABLE SECURITIES LAWS. THESE SECURITIES
  HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE
  AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN
  ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE 905,
  AND PRELIMINARY NOTES UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO AN AVAILABLE
  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OR (3)
  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS INVOLVING
  THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
  ACT. 

 QUINCY RESOURCES INC.

  NON-TRANSFERABLE SHARE PURCHASE WARRANT

 This is to certify that for value received,                                                                    
  , is entitled to purchase up to                                                                     
   fully paid and non-assessable common shares of QUINCY RESOURCES INC.
  (the "Company") pursuant to this Share Purchase Warrant (the "Warrant")
  on the following terms and conditions:

	(a) 	the aforesaid   common shares may be purchased at any time up to
      5:00 p.m., Hancock, Michigan Time, on September 30, 2005; 
	 	 
	(b)	 the exercise price is US $1.00 per share; 
	 	 
	(c) 	 this Warrant may be exercised only at the head office of the Company;
    
	 	 
	(d)	 this Warrant is non-transferable except as provided for herein; and 
	 	 
	(e)	 this Warrant has further terms and conditions attached thereto as set
      out in Schedule "A" attached hereto. 


The terms used herein shall have the same meaning as set out and used in the
  terms and conditions attached hereto as Schedule "A". 


IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed effective March 31, 2004. 

	  	 	 )  
	  	 	 )  
	 Daniel T. Farrell, President  	 	 )  
	  	 	 )  
	  	 	 )  
	 Daniel T. Farrell, Secretary  	 	 )  
	  	 	 )  




 Warrant Certificate No. 31/03/2004 – •








 SCHEDULE "A"

 TO THE SHARE PURCHASE WARRANTS

  OF

  QUINCY RESOURCES INC.

  ISSUED MARCH 31, 2004


Terms and conditions attached to the non-transferable Share Purchase Warrants of QUINCY RESOURCES INC. 


ARTICLE ONE - INTERPRETATION 


Section 1.01 - Definitions 

 In these terms and conditions, unless there is something in the matter or
  context inconsistent therewith:

	 	(a) 	"Company" means QUINCY RESOURCES INC. until a successor
        corporation shall have become such in the manner prescribed in article
        7, and thereafter "Company” shall mean such successor corporation;
      

	 	 	

	 	(b) 	 "Company’s Auditors" means an independent
        firm of accountants duly appointed as auditors of the Company; 

	 	 	

	 	(c)	 "Company’s Head Office" means 309 Center Street,
        Hancock, MI 49930 or such other registered office that the Company may
        from time to time have; 

	 	 	

	 	(d)	 "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 a committee of the board; 

	 	 	

	 	(e)	 “Exercise Price” means the exercise
        price indicated on the Warrant Certificate to which this Schedule A is
        attached; 

	 	 	

	 	(f)	 "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;
      

	 	 	

	 	(g)	 "person" means an individual, corporation, partnership,
        trustee or any unincorporated organization and words importing persons
        have a similar meaning; 

	 	 	

	 	(h)	 "Shares" means the common shares in the capital
        of the Company as constituted at the date hereof and any shares resulting
        from any subdivision or consolidation of the shares; 

	 	 	

	 	(i)	"Warrant Certificate" means the Share Purchase Warrant
        Certificate to which this Schedule A is attached; 

	 	 	

	 	(j)	 “Warrant Exercise Form” means the exercise
        form for the Share Purchase Warrants attached to this Schedule “A”;
      



Warrant Certificate No. 31/03/2004 – •







 2

	 	(k)	"Warrant Holder" means the registered holder of the
        Warrants as shown on the Warrant Certificate to which this Schedule A
        is attached; 

	 	 	

	 	(l)	 “Warrant Holders” means all of the holders,
        from time to time, of outstanding Warrants issued by the Company;

	 	 	

	 	(m)	 "Warrants" means the Share Purchase Warrants of
        the Company issued and presently authorized as set out in section 2.01
        hereof and as outstanding from time to time; and 

	 	 	

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



Section 1.02 - 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 shall not affect the construction or interpretation thereof. 

 Section 1.03 - Applicable Law 

 The Warrants shall be construed in accordance with the laws
  of the State of Nevada. 

 ARTICLE TWO - ISSUE OF WARRANTS 

 Section 2.01 - Issue of Warrants 

 The Warrants entitle the Warrant Holders to purchase an aggregate
  of 475,000 Shares which are authorized to be issued by the Company. 

 Section 2.02 - Additional Warrants 

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

 Section 2.03 - Issue in Substitution for Lost Warrant Certificates

	 	(a)	 In case a Warrant Certificate shall become mutilated,
        lost, destroyed or stolen, the Company in its discretion may issue and
        deliver a new Warrant Certificate 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 Certificate, or in lieu of, and in substitution
        for such lost, destroyed or stolen Warrant Certificate and the exchanged
        or substituted Warrant Certificate shall confer the same rights and benefits
        as such mutilated, lost, destroyed or stolen Warrant Certificate. 

	 	 	

	 	(b)	 The applicant for the issue of a new Warrant Certificate
        pursuant hereto shall bear the cost of the issue thereof and in case of
        loss, destruction or theft furnish











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	 	 	 to the Company such evidence of ownership and of loss, destruction or
      theft of the Warrant Certificate so lost, destroyed or stolen as shall be
      satisfactory to the Company in its discretion and such applicant may also
      be required to furnish indemnity in amount and form satisfactory to the
      Company in its discretion, and shall pay the reasonable charges of the Company
      in connection therewith. 


Section 2.04 –Warrant Holder Not a Shareholder


 The holding of a Warrant shall not constitute a Warrant Holder
  a shareholder of the Company nor entitle him to any right or interest in respect
  thereof. 

 ARTICLE THREE - OWNERSHIP AND TRANSFER 

 Section 3.01 - Warrants Not Transferable

 The Warrants are non-transferable, except with the consent
  of the Company, which consent shall not be unreasonably withheld. The Warrants
  may only be transferred to a person who, in the opinion of counsel for the Company,
  is a person to whom the Warrant may legally be transferred without registration
  and without the delivery of a current prospectus under the U.S. Securities Act
  with respect thereto and then only against receipt of any agreement of such
  person to comply with the provisions of federal and/or state securities laws
  with respect to any resale or other disposition of such securities. The Warrant
  Holder shall bear all costs incurred by the Company in connection with the transfer,
  including the costs of the legal opinion referred to above.

 Section 3.02 - Notice to Warrant Holders 

 Unless herein otherwise expressly provided, any notice to
  be given hereunder to Warrant Holders shall be deemed to be validly given if
  mailed by prepaid post or if made, given or served by facsimile or other similar
  means of recorded transmission. Any notice so given shall be deemed to have
  been received on the day following such transmission. 

 ARTICLE FOUR - EXERCISE OF WARRANTS 

 Section 4.01 - Method of Exercise of Warrants 

 The right to purchase Shares represented by the Warrant Certificate
  may be exercised by the Warrant Holder surrendering it, with a duly completed
  and executed Warrant Exercise Form together with cash, certified cheque or bank
  draft payable to or to the order of the Company for the Exercise Price in respect
  of the Shares subscribed for, in lawful money of the United States, to the Company
  at the Company’s Head Office. 

 Section 4.02 - Effect of Exercise of Warrants

	 	(a) 	Upon surrender and payment as aforesaid the Shares
        so subscribed for, the Holder shall be deemed to have become the holder
        of record of such Shares on the date of such surrender and payment, and
        such shares shall be issued at the Exercise Price in effect on the date
        of such surrender and payment. 

	 	 	

	 	(b)	 Within ten business days after surrender and payment
        as aforesaid, the Company shall forthwith cause to be delivered to the
        person in whose name the shares so subscribed for are to be issued as
        specified in the Warrant Exercise Form or cause to be mailed to him at
        his address specified in the Warrant Exercise Form, 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 Certificate surrendered.
      











 4

 Section 4.03 - Subscription for Less than Entitlement


 The Holder of the Warrant Certificate may subscribe for and
  purchase a number of Shares less than the number which he is entitled to purchase
  pursuant to the surrendered Warrant Certificate. In the event of any purchase
  of a number of Shares less than the number which can be subscribed for pursuant
  to the Warrant Certificate, the Holder upon exercise thereof shall, in addition,
  be entitled to receive a new Warrant Certificate in respect of the balance of
  the Warrants which he was entitled to exercise pursuant to the surrendered Warrant
  Certificate and which were not then exercised. Such new Warrant Certificate
  shall entitle the Holder to exerciser the balance of the Warrants at the same
  price and on the same terms and conditions as provided in the surrendered Warrant
  Certificate. 

 Section 4.04 - Warrants for Fractions of Shares 

 To the extent that the Holder of any Warrant Certificate is
  entitled to receive on the exercise or partial exercise thereof a fraction of
  a Share, such right may be exercised in respect of such fraction only in combination
  with another Warrant Certificate which in the aggregate entitle the Holder to
  receive a whole number of such Shares. 

 Section 4.05 - Expiration of Warrants 

 After the expiration of the period within which a Warrant
  Certificate is exercisable, all rights thereunder shall wholly cease and terminate
  and such Warrant Certificate shall be void and of no effect. 

 Section 4.06 - Exercise Price 

 The Exercise Price per share which must be paid to exercise
  the Warrants is as set forth on the face of the Warrant Certificate. 

 Section 4.07 - Adjustment of Exercise Price 

 The Exercise Price and the number of Shares deliverable upon
  the exercise of the Warrants shall be subject to adjustment in the events and
  in the manner following:

	 	(a)	 if and whenever the Shares at any time outstanding
        shall be subdivided into a greater, or consolidated into a lesser number
        of shares, or in the event of any payment by the Company of a stock dividend,
        the Exercise Price shall be decreased or increased proportionately as
        the case may be; upon any such subdivision, consolidation, or payment
        of a stock dividend, the number of shares deliverable upon the, or payment
        of a stock dividend, the number of shares deliverable upon the exercise
        of the Warrants shall be increased or decreased proportionately as the
        case may be;

	 	 	

	 	(b)	 in case of any capital reorganization or of any
        reclassification of the capital of the Company or in case of the consolidation,
        merger or amalgamation of the Company with or into any other company,
        each Warrant shall, after such capital reorganization, reclassification
        of capital, consolidation, merger or amalgamation, confer the right to
        purchase the number of shares or other securities of the Company or of
        the company resulting from such capital reorganization, reclassification,
        consolidation, merger or 











 5

	 	 	amalgamation, as the case may be, to which the Holder
        of the shares deliverable at the time of such capital reorganization,
        reclassification of capital, consolidation, merger or amalgamation, upon
        the exercise of such Warrant would have been entitled on such capital
        reorganization, reclassification, consolidation, merger or amalgamation
        and in any case, if necessary, appropriate adjustments shall be made in
        the application of the provisions set forth in this Article Four shall
        thereafter correspondingly be made applicable as nearly as may reasonably
        be in relation to any shares or other securities thereafter deliverable
        on the exercise of the Warrants. The subdivision or consolidation of shares
        at any time outstanding into a greater or lesser number of shares (whether
        with or without par value) shall not be deemed to be a capital reorganization
        or a reclassification of the capital of the Company for the purposes of
        this paragraph; and 

	 	 	

	 	(c)	 the adjustments provided for in this section are
        cumulative. 



Section 4.08 - Determination of Adjustments 

 If any questions shall at any time arise with respect to the
  Exercise Price, such question shall 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 shall have access to all appropriate
  records and such determination shall be binding upon the Company and the Warrant
  Holders. 

 ARTICLE FIVE - COVENANTS BY THE COMPANY 

 Section 5.01 - General Covenants 

 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 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. 

 ARTICLE SIX - WAIVER OF CERTAIN RIGHTS 

 Section 6.01 - Immunity of Shareholders, etc. 

 The Warrant Holder hereby waives and releases any right, cause
  or 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 the issue of shares pursuant to any Warrant or on any covenant,
  agreement, representation or warranty by the Company herein contained. 

 ARTICLE SEVEN - MODIFICATION OF TERMS, MERGER, SUCCESSORS


 Section 7.01 - Modification of Terms and Conditions for
  Certain Purposes 

 From time to time the Company may, subject to the provisions
  of these presents, and they shall, when so directed by these presents, modify
  the terms and conditions hereof, for any one or more or all of the following
  purposes:

	 	(a) 	adding to the provisions hereof such additional covenants
        and enforcement provisions as, in the opinion of counsel for the Company,
        are necessary or advisable, provided however that such additional covenants
        and enforcement provisions do not affect the rights or obligations of
        the Warrant Holders; 











 6

	 	(b)	 adding to or altering the provisions hereof in respect
        of the registration and transfer of the Warrants, making provision for
        the exchange of the Warrants for different denominations and making any
        modification in the form of the Warrant Certificate which does not affect
        the substance thereof; 

	 	 	

	 	(c) 	 for any other purpose not inconsistent with the
        terms hereof, including the correction or rectification of any ambiguities,
        defective provisions, errors or omissions herein; and

	 	 	

	 	(d)	 to evidence any succession of any corporation and
        the assumption by any successor of the covenants of the Company herein
        and in the Warrants contained as provided hereafter in this article. 



Section 7.02 - Company May Consolidate, etc. on Certain
  Terms 

 Nothing herein contained shall prevent any consolidation,
  amalgamation or merger of the Company with or into any other corporation or
  corporations provided however that the corporation formed by such consolidation
  or into which such merger shall have been made shall be a corporation organized
  and existing under the laws of Canada or of the United States of America, or
  any Province, State, District or Territory thereof, and shall, simultaneously
  with such consolidation, amalgamation or merger, assume the due and punctual
  performance and observance of all the covenants and conditions hereof to be
  performed or observed by the Company. 

 Section 7.03 - Successor Corporation Substituted 

 In case the Company, pursuant to section 7.02, shall be consolidated,
  amalgamated or merged with or into any other corporation or corporations, the
  successor corporation formed by such consolidation or amalgamation, or into
  which the Company shall have been merged shall succeed to and be substituted
  for the Company hereunder. Such changes in phraseology and form (but not in
  substance) may be made in the Warrants as may be appropriate in view of such
  consolidation, amalgamation, merger or transfer. 

 ARTICLE EIGHT- REGISTRATION RIGHTS 

 Section 8.01 – Registration Rights 

 The Warrant Holder shall be entitled to such registration
  rights as set forth in paragraph 4, entitled Piggy Back Registration Rights
  of the General Provisions of the Subscription Agreement between the Holder and
  the Company pursuant to which this Warrant is issued (the “Subscription
  Agreement’).








 WARRANT EXERCISE FORM

 TO: QUINCY RESOURCES INC.

  309 Center Street 

  Hancock, MI 

  49930 

 The undersigned Holder of Warrants hereby irrevocably exercises
  __________ Warrants and subscribes for _______ shares (the "Shares") of QUINCY
  RESOURCES INC. issuable on exercise of the Warrants on the terms specified in
  the Warrant Certificate. 

 The undersigned acknowledges that, unless registered, the
  certificate(s) representing the Shares will be legended with the following legends:

	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
        (THE “U.S. SECURITIES ACT”) OR OTHER APPLICABLE SECURITIES
        LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
        A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED
        OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS
        OF REGULATIONS S, RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER
        THE U.S. SECURITIES ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM
        THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OR (3) PURSUANT
        TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS INVOLVING
        THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.
        SECURITIES ACT. 
	 


The undersigned, in exercising the Warrant, represents and
  warrants to the Company that (i) it is able to bear the economic risk of the
  investment, (ii) it is able to hold the Shares issued on exercise of this Warrant
  for an indefinite period of time, (iii) it is able to afford a complete loss
  of its investment, it has adequate means of providing for its current needs
  and possible personal contingencies, and it has no need for liquidity in this
  investment; (iv) the investment is suitable for Warrant Holder based upon its
  investment holdings and financial situation and needs, and this investment does
  not exceed ten percent of the Warrant Holder's net worth; (v) it has reviewed
  the Memorandum of Terms, dated February 18, 2004, the Company’s
  Quarterly Reports on Form 10-QSB and Annual Reports on Form 10-KSB on the Securities
  and Exchange Commission EDGAR website; and (vi) is not a U.S. Person, as that
  term is defined in Regulation S promulgated under the U.S. Securities Act. 

 In connection with the exercise of the warrant certificate, the undersigned
  represents as follows: (Please check the ONE box applicable):

	 ̈	1. 	The representations and warranties made to the Company
        in connection with the acquisition of the Warrants remain true and correct
        on the date of this Warrant Exercise Form. 

	 	 	

	 ̈	2.	 The undersigned is delivering a written opinion
        of counsel to the effect that the the Common Stock to be delivered upon
        exercise hereof is exempt from registration requirements of the U.S. Securities
        Act. 



Warrant Certificate No. 31/03/2004 – •







 ii

 The undersigned hereby directs that the said Shares be issued
  in the name of the undersigned and delivered to the address of the undersigned
  as shown on the register of Holders of Warrants, unless otherwise specified
  in the space provided below. 

	 NAME(S) IN FULL 	 ADDRESS(ES)

      (include postal codes)	 NUMBER OF

      SHARES	 NUMBER OF

      WARRANTS
	  	 	 	 
	  	  	  	  


(Please Print)  

 DATED this _____ day of ______________ , 20___. 

	  	 )  	 	  	 
	  	 )  	 	 Signature  	 
	 Witness  	 )  	 	  	 
	  	 )  	 	  	 
	  	 )  	 	 Print full name 	 
	  	 )  	 	  	 
	  	 )  	 	  	 
	  	 )  	 	 Address in full  	 
	  	 )  	 	  	 
	  	 )  	 	  	 




(The Company may require that the signature above be guaranteed, in which event
the following must be completed.) 



	 Signature of Warrant holder guaranteed by: 
    	  	 
	  	 (Signature of Warrant holder)  	 
	 	 	 
	  	 Name:  	 
	 	 	 
	  	 (Authorized Signature Number)