Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Gold Corp. - Exhibit 4.2.5





 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED
  STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE
  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED, SOLD OR
  OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES
  IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (III) IN COMPLIANCE
  WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144
  THEREUNDER, IF AVAILABLE, OR (IV) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM
  REGISTRATION, IN EACHTHE CASE OF (III) OR (IV) ABOVE, AFTER PROVIDING AN OPINION
  OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER
  MAY BE MADE WITHOUT REGISTRATION UNDER THE 1933 ACT. 

	 No.  	 Warrants for 1,075,000  Shares  


 VOID AFTER 5 P.M. PACIFIC STANDARD TIME ON SEPTEMBER 30, 2005


  Warrant to Purchase 

  1,075,000  Shares of 

  Common Stock of 

  QUINCY RESOURCES, INC. 

  WARRANT TO PURCHASE COMMON STOCK

 This is to Certify that, FOR VALUE RECEIVED, , RAB SPECIAL
  SITUATIONS LP, a Delaware limited partnership or registered assigns ("Holder")
  is entitled to purchase, subject to the provisions of this Warrant, from QUINCY
  RESOURCES, INC., a Nevada corporation ("Company" or “Quincy”), at
  any time on or after March 31, 2004 and not later that 5:00 p.m. Pacific Standard
  Time on September 30, 2005 (the “Termination Date”), 1,075,000 shares
  of Common Stock, $0.001 par value per share, of the Company ("Common Stock").
  The number of shares of Common Stock to be received upon the exercise of this
  Warrant and the price to be paid for a share of common stock may be adjusted
  from time to time as hereinafter set forth. The shares of Common Stock delivered
  or deliverable upon such exercise, as adjusted from time to time, are hereinafter
  sometimes referred to as "Warrant Stock" and the exercise price of a share of
  Common Stock in effect at any time as is adjusted from time to time is hereinafter
  sometimes referred to as the "Exercise Price". Prior to any adjustments called
  for hereunder, the Exercise Price shall be $1.00 per share through September
  30, 2006.

 Notwithstanding anything contained herein to the contrary,
  the Warrants represented by this certificate shall not be exercisable by the
  Holder, in whole or in part, and the Company shall not give effect to any such
  exercise of the Warrants, if, after giving effect to such exercise, the Holder,
  together with any affiliate of the Holder (including any person or company acting
  jointly or in concert with the Holder) (the "Joint Actors") would in the aggregate
  beneficially own, or exercise control or direction over that number of voting
  securities of the Company which is 9.99% or greater of the total issued and
  outstanding voting securities of the Company, immediately after giving effect
  to such exercise. For greater certainty, the Warrants represented by this certificate
  shall not be 








 exercisable by the Holder, in whole or in part, and the Company
  shall not give effect to any such exercise of the Warrants, if, after giving
  effect to such exercise, the Holder, together with its Joint Actors, would be
  deemed to hold a number of voting securities sufficient to materially affect
  the control of the Company. For the purposes of this paragraph, beneficial ownership
  shall be determined in accordance with Section 13(d) of the Securities Exchange
  Act of 1934, as amended. 

 (1)       EXERCISE OF WARRANT.
  Subject to the terms and conditions herein, this Warrant may be exercised in
  whole or in part at any time or from time to time on or after March 31, 2004,
  but not later than 5:00 p.m. Pacific Standard Time on September 30, 2005, or
  if September 30, 2005 is a day on which banking institution are authorized by
  law to close, then on the next succeeding day which shall not be such a day.


The aforesaid right to purchase Warrant Stock may only be exercised by the Holder within the time required hereinbefore set out by: 

	 	 (a)      	 duly completing in the manner indicated
        and executing the Purchase Form attached hereto; 

	 
	 	 (b)      	 surrendering this Warrant Certificate
        to the Company at its principal office at 309 Center Street, Hancock,
        MI, 49930 USA, or at such other principal office address as the Company
        may reasonably designate in writing from time-to-time; and 

	 
	 	 (c)      	 paying the appropriate Exercise Price
        for the Warrant Stock subscribed for either by: 

	 
	 	 	 (i)     
      
	 a certified check or bank draft payable at par to
        the order of the Company; or 

	 
	 	 	 (ii)      
	 a written notice to the Company that the Holder
        is exercising the Warrant (or a portion thereof) on a "cashless" basis
        in exchange for that number of shares of Warrant Stock equal to the product
        of (x) the number of shares as to which such Warrant, or portion thereof,
        is being exercised multiplied by (y) a fraction, the numerator of which
        is the Fair Market Value (as hereinafter defined) of the Warrant Stock
        less the Exercise Price and the denominator of which is such Fair Market
        Value. Solely for the purposes of this Section 1(c)(ii), Fair Market Value
        shall be calculated either (i) on the date on which the Purchase Form
        annexed to such Warrant Certificate as to such exercise is received by
        the Company (the “Notice Date”) or (ii) as the average of
        the Fair Market Values for each of the five trading days preceding the
        Notice Date, whichever results in a higher Fair Market Value. "Fair Market
        Value" means as to any security, the average closing prices of such security's
        sales on the National Association of Securities Dealers electronic over-the-counter
        bulletin board (“OTCBB”), or if not quoted on the OTCBB, the
        primary securities exchanges on which such security may at the time be
        listed (the “Principal Market”) for the day as of which "Fair
        Market Value" is being determined, or, if there have been no sales on
        any such exchanges on any day, the average of the highest bid and lowest
        asked prices on all such exchanges at the end of such day. If the Common
        Stock is not listed or 








 

	 	 	 admitted to unlisted trade
        privileges and bid and asked prices are not so reported, the Fair Market
        Value shall be determined in such reasonable manner as may be prescribed
        by the Board of Directors of the Company.

	 	 	  	 	 
	 	 	 By way of illustration for
        the purposes of this Section 1(c)(ii), the Holder may elect to receive
        shares equal to the value of this Warrant (or the portion thereof being
        canceled) by surrender of this Warrant, computed using the following formula: 
      

	 	 	  	 	 
	 	 	  	X = 	Y(A-B)  
	 	 	  	  	      A  
	 	 	  	 	 
	 	 	 Where:  	 X =  	 The number of shares of Common Stock to be issued to the Holder 
    
	 	 	  	  	  
	 	 	  	 	 
	 	 	  	 Y =  	 The number of Shares purchasable under this Warrant (at the
      date of such calculation) with respect to which this Warrant is exercised
	 	 	  	 	 
	 	 	  	 A =  	 The Fair Market Value of one share of Common Stock (at the
      date of exercise of this Warrant)  
	 	 	  	 	 
	 	 	  	 B =  	 The Exercise Price (as adjusted to the date of such calculation) 
    


 Upon said surrender and payment, the Company will issue to
  the Holder named in the Purchase Form, the number of shares of Warrant Stock
  subscribed for and the said Holder will become a shareholder of the Company
  in respect of the said Warrant Stock as of the date of said surrender and payment,
  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 actually delivered to the Holder. Within five (5) business days of said surrender
  and payment, the Company will mail to said person at the address specified in
  the Purchase Form a certificate or certificates evidencing the Warrant Stock
  subscribed for.

 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 right of the Holder to purchase the balance of
  the shares purchasable hereunder. Notwithstanding any provision herein, the
  Exercise Price shall only be adjusted pursuant to the provisions of paragraph
  (3) herein. 

 (2)       FRACTIONAL SHARES.
  No fractional shares or scrip 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 Fair Market Value of such fractional
  share.

 (3)       ADJUSTMENT OF SHARES/EXERCISE PRICE.




 

	 	(a) 	 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: 
      

	 	  	 	 
	 	  	 
	(i)       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 Quincy 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; 
	 	  	 	 
	 	  	 	(ii)       in
      case of any capital reorganization or of any reclassification of the capital
      of Quincy or in case of the consolidation, merger or reorganization of Quincy
      with or into any other company, each Warrant shall, after such capital reorganization,
      reclassification of capital, consolidation, or merger, confer the right
      to purchase the number of shares or other securities of Quincy or of the
      company resulting from such capital reorganization, reclassification, consolidation,
      or merger, as the case may be, to which the Holder of the shares deliverable
      at the time of such capital reorganization, reclassification of capital,
      consolidation, or merger, 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 herein 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 Quincy for purposes of this paragraph;
      and 
	 	  	 
	 
	 	  	 
	(iii)      the adjustments
      provided for in this section are cumulative.  
	 	  	 	 
	 	 (b)  	 If any event occurs
        as to which the provisions of this Warrant Certificate are not strictly
        applicable but the failure to make any adjustment would not, in the reasonable
        discretion of the Board of Directors of the Company, fairly and adequately
        protect the rights of the Holder in accordance with such intent and principles
        of such provision, then there shall be made such adjustments in accordance
        with such intent and principles, as the Board of Directors of the Company
        shall determine to be reasonably necessary to protect such purchase rights
        of the Warrants, but in no event shall any such adjustment have the effect
        of increasing the Exercise Price unless contemplated by this Warrant Certificate.
      

	 	  	 	 
	 	 (c)  	 If any questions
        shall at any time arise with respect to the exercise price, such 
      








 

	 	 question shall be conclusively determined
        by Quincy's Auditors, or, if they decline to so act, any other firm of
        Certified Public Accountants that Quincy may designate and who shall have
        access to all appropriate records and such determination shall be binding
        upon Quincy and the Holder. 

	 
	 (4)      	COVENANTS OF COMPANY.
      

	    	 	 
	 	 (a)      
	 The Company covenants that during the period the
        Warrant is outstanding, it will reserve from its authorized and unissued
        Common Stock a sufficient number of shares to provide for the issuance
        of the Warrant Stock upon the exercise of any purchase rights under this
        Warrant. The Company further covenants that its issuance of this Warrant
        shall constitute full authority to its officers who are charged with the
        duty of executing stock certificates to execute and issue the necessary
        certificates for the Warrant Stock upon the exercise of the purchase rights
        under this Warrant. 

	 
	 	 (b)      
	 The Company shall not by any action, including,
        without limitation, amending its certificate of incorporation or through
        any reorganization, transfer of assets, consolidation, merger, dissolution,
        issue or sale of securities or any other voluntary action, avoid or seek
        to avoid the observance or performance of any of the terms of this Warrant,
        but will at all times in good faith assist in the carrying out of all
        such terms and in the taking of all such actions as may be necessary or
        appropriate to protect the rights of Holder against impairment. Without
        limiting the generality of the foregoing, the Company will (i) not increase
        the par value of any shares of Common Stock receivable upon the exercise
        of this Warrant above the amount payable therefor upon such exercise immediately
        prior to such increase in par value, (ii) take all such action as may
        be necessary or appropriate in order that the Company may validly and
        legally issue fully paid and nonassessable shares of Common Stock upon
        the exercise of this Warrant, and (iii) use its best efforts to obtain
        all such authorizations, exemptions or consents from any public regulatory
        body having jurisdiction thereof as may be necessary to enable the Company
        to perform its obligations under this Warrant. 

	 
	 	 (d)      
	 Before taking any action which would cause an adjustment
        reducing the current Exercise Price below the then par value, if any,
        of the shares of Common Stock issuable upon exercise of the Warrants,
        the Company shall take any corporate action which may be necessary in
        order that the Company may validly and legally issue fully paid and non-assessable
        shares of such Common Stock at such adjusted Exercise Price. 

	 
	 	 (e)      
	 Before taking any action which would result in an
        adjustment in the number of shares of Common Stock for which this Warrant
        is exercisable or in the Exercise Price, the Company shall obtain all
        such authorizations or exemptions thereof, or consents thereto, as may
        be necessary from any public regulatory body or bodies having jurisdiction
        thereof. 








 

	 	 (f)      	 The Company covenants that during the period the
        Warrant is outstanding, it will use its best efforts to comply with any
        and all reporting obligations under the Securities Exchange Act of 1934,
        as amended. 

	 
	 	 (g)      	 The Company will take all such reasonable action
        as may be necessary (i) to maintain a Principal Market for its Common
        Shares in the United States and (ii) to assure that such Warrant Stock
        may be issued as provided herein without violation of any applicable law
        or regulation, or of any requirements of the Principal Market upon which
        the Common Stock may be listed. 

	 
	 	 (h)      	 The Company shall preserve and maintain its corporate
        existence and all licenses and permits that are material to the proper
        conduct of its business and it shall refrain from changing its name. 

	 
	 	 (i)      	 The Company acknowledges that it has agreed to file
        and to cause to become effective one or more registration statements under
        the 1933 Act (each, a “Registration Statement”) covering the
        resale of shares for which this Warrant may be exercisable under the terms
        of that certain Subscription Agreement by and between the Company and
        original Holder dated March 31, 2004 (the “Subscription Agreement”).
        Subject to the terms set forth in the Subscription Agreement, the Company
        agrees to take all reasonable action as may be necessary to permit the
        Holder of this Warrant to resale the Warrant Stock under an effective
        Registration Statement and to inure to the registration rights granted
        under the Subscription Agreement. The Company shall provide the Holder
        with a copy of the Subscription Agreement upon written request. 

	 
	 	 (j)      	 The Company will not close its shareholder books
        or records in any manner which prevents the timely exercise of this Warrant.
      



 (5)       EXCHANGE, 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
  or at the office of its stock transfer agent, if any, 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. This Warrant
  may not be sold, transferred, assigned or hypothecated except to affiliates
  of the Holder (including, but not limited to, officers, directors, partners,
  persons holding 10% or more of the voting rights of such Holder, subsidiaries
  and affiliated entities), unless an exemption from the registration requirements
  of the United States Securities Act of 1933, as amended (the “1933 Act”),
  is available and the Holder has complied with the requirements set forth in
  the Assignment Form annexed hereto. Any such assignment shall be made by surrender
  of this Warrant to the Company or at the office of its stock transfer agent,
  if any, with the Assignment Form annexed hereto duly executed together with
  a written opinion of counsel to the effect that the proposed assignment will
  not violate applicable securities laws; whereupon the Company shall, without
  charge, execute and deliver a new Warrant in the name of the assignee named
  in such instrument or assignment and this Warrant shall promptly be cancelled.
  This Warrant may be divided or combined with other Warrants which carry the
  same rights upon 








 presentation hereof at the office of the Company or at the
  office of its stock transfer agent, if any, 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
  issued in substitution for or replacement of this Warrant, or into which this
  Warrant may be divided or exchanged. Upon receipt by 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 be the legal valid and binding obligation
  of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated
  shall be at any time enforceable by anyone.

 (6)       RIGHTS OF THE HOLDERS.
  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 Quincy except
  to the extent set forth herein.

 (7)       NOTICE. Any
  notices or certificates by Quincy to the Holder and by the Holder to Quincy
  shall be deemed delivered if in writing and delivered personally or sent by
  certified mail, to the Holder, addressed to it in care of Holder, at the address
  set forth below the Holder’s name below, or if the Holder has designated,
  by notice in writing to the Company, any other address, to such other address,
  and if to the Company, addressed to it, Quincy Resources, Inc., 309 Center Street,
  Hancock, Michigan, United States of America. Quincy may change its address by
  written notice to Holder and Holder may change its address by written notice
  to Quincy. 

 (8)       COMPLIANCE WITH
  THE 1933 ACT .

	 	 (a)      	 Neither this Warrant nor the Common Stock
        issuable upon exercise thereof have been registered under the 1933 Act
        or under the laws of any state of the United States. This Warrant or the
        Common Stock or any other security issued or issuable upon exercise of
        this Warrant, may not be sold, transferred or otherwise disposed of unless
        registered under the 1933 or pursuant to an exemption from the registration
        requirements of the 1933 Act and all applicable state securities laws.
      

	 
	 	 (b)      	 By accepting this Warrant, the Holder
        hereby represents and warrants to the Company: that this Warrant and the
        Common Stock to be issued herein, have not been approved or disapproved
        by the United States Securities and Exchange Commission, the State of
        Nevada, any other state securities agencies, or foreign jurisdictions
        and that it’s representations and warranties to the Company as set
        forth in the Subscription Agreement are true and correct on the date hereof.
      

	 
	 	 (c)      	 The Warrants represented by this Warrant
        Certificate may only be exercised by or on behalf of a holder who, at
        the time of exercise, either: 

	 
	 	 	 (i)     
      
	 provides written confirmation that the undersigned
        was the original purchaser in the Company’s private placement in
        the United States (the 








 

	 	 	 	 “Initial Purchaser”) under which the
        Warrants were issued and the representations and warranties made to the
        Company in the Subscription Agreement executed and delivered in connection
        with the acquisition of the Warrants remain true and correct on the Exercise
        Date; or 

	 
	 	 	(ii) 
	 provides a written opinion of counsel, in a form
        and from counsel reasonably acceptable to the Company, that the Common
        Stock to be delivered upon exercise of the Warrants are exempt from such
        registration requirements, the 1933 Act and the securities laws of all
        applicable states of the United States. 

	 
	 	 (d)      	 The certificates evidencing the Common
        Shares shall bear, until such time as the same is no longer required under
        the applicable requirements of the 1933 Act and the securities laws of
        all applicable states of the United States, the following legend: 

	 


	 	 	"THESE SECURITIES HAVE NOT
        BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
        (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE
        UNITED STATES AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I)
        TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
        904 OF REGULATION S UNDER THE 1933 ACT, (III) IN COMPLIANCE WITH THE EXEMPTION
        FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER,
        IF AVAILABLE, OR (IV) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION,
        IN THE CASE OF (III) AND (IV) AFTER PROVIDING AN OPINION OF COUNSEL OR
        OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE
        WITHOUT REGISTRATION UNDER THE 1933 ACT."
	 


 (10)      MISCELLANEOUS. 

	 	 (a):  	 Governing Law. This Warrant
        shall be governed by, and construed in accordance  with, the laws
        of the State of Nevada, (without reference to its rules governing the 
        choice or conflict of laws that would cause the laws of any other jurisdiction
        to be  applied), and the parties hereto irrevocably attorn and submit
        to the exclusive  jurisdiction of the courts of Michigan with respect
        to the enforcement of any  arbitration decision related to this Warrant
        Agreement. Any controversy arising out  of, connected to, or relating
        to any matters herein of the transactions between  Holder and Company
        (including for purposes of arbitration, officers, directors,  employees,
        controlling persons, affiliates, professional advisors, attorneys, agents,
        or  promoters of Company), on behalf of the undersigned, or this
        Agreement, or the  breach thereof, including, but not limited to
        any claims of violations of Federal  and/or State Securities Acts,
        Banking Statutes, Consumer Protection Statutes, 








 

	 	 	 Federal and/or State anti-Racketeering (e.g. RICO)
        claims as well as any claims relating or deriving from the Securities,
        Warrants, or underlying securities law and any State Law claims of fraud,
        negligence, negligent misrepresentations, and/or conversion or any foreign
        laws, shall be settled by arbitration; and in accordance with this paragraph
        and judgment on the arbitrator's award may be entered in any court having
        jurisdiction thereof in accordance with the provisions of Washington Law.
        Holder waives any right to punitive damage claims. In the event of such
        a dispute, each party to the conflict shall select an arbitrator, both
        of whom shall then select a third arbitrator, which shall constitute the
        three person arbitration board. The decision of a majority of the board
        of arbitrators, who shall render their decision within thirty (30) days
        of appointment of the final arbitrator, shall be binding upon the parties.
        The prevailing party on any action to enforce rights hereunder shall be
        entitled, in addition to any court awarded damages, their costs and reasonable
        attorney's fees, whether at trial, or on appeal. 

	 
	 	 (b)      	 Nonwaiver and Expenses. No course of dealing or
        any delay or failure to exercise any right hereunder on the part of Holder
        shall operate as a waiver of such right or otherwise prejudice Holder’s
        rights, powers or remedies, notwithstanding all rights hereunder terminate
        on the Termination Date. If the Company fails to comply with any material
        provision of this Warrant, the Company shall pay to Holder such amounts
        as shall be sufficient to cover any costs and expenses including, but
        not limited to, reasonable attorneys’ fees, including those of appellate
        proceedings, incurred by Holder in collecting any amounts due pursuant
        hereto or in otherwise enforcing any of its rights, powers or remedies
        hereunder. 

	 
	 	 (c)      	 Limitation of Liability. No provision hereof, in
        the absence of affirmative action by Holder to purchase shares of Common
        Stock, and no enumeration herein of the rights or privileges of Holder
        hereof, shall give rise to any liability of Holder for the purchase price
        of any Common Stock or as a stockholder of the Company, whether such liability
        is asserted by the Company or by creditors of the Company. 

	 
	 	 (d)      	 Remedies. Holder, in addition to being entitled
        to exercise all rights granted by law, including recovery of damages,
        will be entitled to specific performance of its rights under this Warrant.
      

	 
	 	 (e)      	 Successors and Assigns. Subject to applicable securities
        laws, this Warrant and the rights and obligations evidenced hereby shall
        inure to the benefit of and be binding upon the successors of the Company
        and the successors and permitted assigns of Holder. The provisions of
        this Warrant are intended to be for the benefit of all Holders from time
        to time of this Warrant and shall be enforceable by any such Holder or
        holder of Warrant Shares. 

	 
	 	 (f)      	 Indemnification. The Company agrees to indemnify
        and hold harmless Holder from and against any liabilities, obligations,
        losses, damages, penalties, actions, judgments, suits, claims, costs,
        attorneys’ fees, expenses and disbursements of any kind which may
        be imposed upon, incurred by or asserted against Holder in any manner
        relating 








 

	 	 	 to or arising out of any failure by the
        Company to perform or observe in any material respect any of its covenants,
        agreements, undertakings or obligations set forth in this Warrant; provided,
        however, that such liabilities, obligations, losses, damages, penalties,
        actions, judgments, suits, claims, costs, attorneys’ fees, expenses
        or disbursements resulted from Holder’s negligence, bad faith or
        willful misconduct in its capacity as a stockholder or warrantholder of
        the Company. 

	 
	 	 (g)      	 Amendment. This Warrant may be modified
        or amended or the provisions hereof waived with the written consent of
        the Company and the Holder. 

	 
	 	 (h)      	 Severability. Wherever possible, each
        provision of this Warrant shall be interpreted in such manner as to be
        effective and valid under applicable law, but if any provision of this
        Warrant shall be prohibited by or invalid under applicable law, such provision
        shall be ineffective to the extent of such prohibition or invalidity,
        without invalidating the remainder of such provisions or the remaining
        provisions of this Warrant. 

	 
	 	 (i)      	 Time of Essence. Time shall be of the
        essence hereof. 

	 
	 	 (j)      	 If any time prior to the expiration of
        the Warrant Certificate evidenced hereby: 

	 
	 	 	 (i)     
      
	 The Company shall declare any dividend on the Common
        Shares payable in shares of capital stock of the Company, cash or other
        property; or 

	 
	 	 	 (ii)      
	 The Company shall authorize the issue of any options,
        warrants or rights pro rata to all holders of Common Shares entitling
        them to subscribe for or purchase any shares of stock of the Company or
        to receive any other rights; or 

	 
	 	 	 (iii)      
	 The Company shall authorize the distribution pro
        rata to all holders of Common Shares of evidences of its indebtedness
        or assets excluding cash dividends or cash distributions paid out of retained
        earnings or retained surplus); or 

	 
	 	 	 (iv)      
	 There shall occur any reclassification of the Common
        Shares, or any consolidation or merger of the Company with or into another
        corporation (other than a consolidation or merger in which the Company
        is the continuing corporation and which does not result in any reclassification
        of the Common Shares) or a sale or transfer to another corporation of
        all or substantially all of the properties of the Company; or 

	 
	 	 	 (v)      
	 There shall occur the voluntary or involuntary liquidation,
        dissolution or winding upon of the affairs of the Company; 

	 
	 	 	 then, and in each of such cases, the Company
        shall deliver to the registered holder hereof, at the last known address
        of such holder appearing on the books of the Company, as promptly as practicable
        but in any event at least 15 days prior to the 








 

	 	 	 applicable record date (or determination date) mentioned
        below, a notice stating, to the extent such information is available,
        (i) the date on which a record is to be taken for the purpose of such
        dividend, distribution or rights, or, if a record is not to be taken,
        the date as of which the holders of Common Shares of record to be entitled
        to such dividend, distribution or rights are to be determined, or (ii)
        the date on which such reclassification, consolidation, merger, sale,
        transfer, liquidation, dissolution or winding up is expected to become
        effective and the date as of which it is expected that holders of Common
        Shares of record shall be entitled to exchange their Common Shares for
        securities or other property deliverable upon such reclassification, consolidation,
        merger, sale, transfer, liquidation, dissolution or winding up. 

	 
	 	 (k)      	 While this Warrant Certificate remains outstanding,
        the Company will mail to the persons in whose name this Warrant Certificate
        is registered copies of all reports and correspondence which the Company
        mails to its stockholders. 



 * * * * * 

 Dated this ______ day of______________________ , 2004. 

	 	 COMPANY:  
	 	 	 
	 	 QUINCY RESOURCES, INC.  
	 	 	 
	 	 	 
	 	By:	  
	 	Title:	  




	 ATTEST:  	 	  
	 	 	 
	  	 	 
	, Secretary  	 	  
	  	 	 
	 	 	 
	  	 HOLDER:  
	 	 	 
	  	 RAB SPECIAL SITUATIONS LP  
	 	 	 
	 	 	 
	  	By:	  
	  	Title:	  












Purchase Form to be used to exercise Warrant:

 QUINCY RESOURCES, INC. 

  (a Nevada Corporation) 

  309 Center Street 

  Hancock, MI 49930

 Date:                                
  , 200 ____ 

                 The
  undersigned hereby elects irrevocably to exercise the within Warrant and to
  purchase shares                     of
  the common Stock of the Company called for thereby, and hereby makes payment
  of $________________________ (at the rate of $1.00 per share of the
  Common Stock) in payment of the Exercise Price pursuant thereto. Please issue
  the shares of the Common Stock as to which this Warrant is exercised in accordance
  with the instructions given below.

 The capitalized terms used herein have the meanings set forth
  in the Warrant. In connection with the exercise of the warrant certificate,
  the undersigned represents as follows: (Please check the ONE box applicable):


	  ̈
    	 1. 	 The undersigned hereby certifies
        that (i) it was the original purchaser in the Company’s private
        placement in which the Warrants were issued, (ii) it is an “accredited
        investor” (as defined under Rule 501(a) of Regulation D of United
        States Securities Act of 1933 as amended (the “US Securities Act”)
        and (iii) the representations and warranties made to the Company in connection
        with the acquisition of the Units remain true and correct on the date
        of this subscription form.

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



 If any Warrants represented by this Warrant certificate are
  not being exercised, a new Warrant certificate will be issued and delivered
  with the Common Share certificates. 

	 	 Signature:  _____________________________________________
	 	 
	 	 
	 	 Signature Guaranteed:  ____________________________________


 INSTRUCTIONS FOR REGISTRATION OF STOCK 

 Name: _____________________________________________ 

                                                  (Print
  in Block Letters) 

 Address: _____________________________________________ 




****************************************** 

                 NOTICE:
  The signature to the form to exercise must correspond with the name as written
  upon the face of the within Warrant in every particular without alteration or
  enlargement or any change whatsoever, and must be guaranteed by a bank, other
  than a savings bank, or by a trust company or by a firm having membership on
  a registered national securities exchange.









TRANSFER FORM 

                 For
  value received, the undersigned hereby sells, transfers and assigns unto 

______________________________________________________

                                  (please
  print name of transferee) 

	 of  	  	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	  	 
    	 
	 	(please
      print address of transferee)  	 




 __________________________________________________________ Warrants represented
  (please insert number of Warrants to be transferred) 


by the within certificate. 

 DATED this             day
  of                                                        ,
  20           . 

 

	  	NOTICE: THE SIGNATURE TO THIS
        TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
        CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
        OR ANY CHANGE WHATEVER 





	Signature 

      guaranteed by: 	_____________________________________	 
	 	 	NOTICE: THE SIGNATURE OF THE TRANSFEROR
        SHOULD BE GUARANTEED BY A BANK, FINANCIAL INSTITUTION OR  STOCK BROKER
        WHOSE  SIGNATURE IS ACCEPTABLE TO THE COMPANY.  
	 



 *      The signature of this transfer
  must correspond exactly with the name as written on the face page hereof. 

 Warrants shall only be transferable in accordance with applicable
  laws and the resale of Warrants and Common Shares issuable upon exercise of
  Warrants may be subject to restrictions under such laws.