<PAGE>
                                                                    Exhibit 4.28

                                WARRANT INDENTURE

                   Providing for the Issue of Offered Warrants





                                     BETWEEN

                         SPECTRUM SIGNAL PROCESSING INC.



                                     - and -



                      COMPUTERSHARE TRUST COMPANY OF CANADA





                           Dated as of March 23, 2004













                              McCarthy Tetrault LLP



<PAGE>



                                TABLE OF CONTENTS


<TABLE>

<S>                                                                                                             <C>
Article 1 INTERPRETATION..........................................................................................1

   1.1      Definitions...........................................................................................1
   1.2      Gender and Number.....................................................................................5
   1.3      Interpretation not Affected by Headings, Etc..........................................................5
   1.4      Day not a Business Day................................................................................6
   1.5      Time of the Essence...................................................................................6
   1.6      Currency..............................................................................................6
   1.7      Applicable Law........................................................................................6

Article 2 THE OFFERED WARRANTS....................................................................................6

   2.1      Creation and Issue of Offered Warrants................................................................6
   2.2      Terms of Offered Warrants.............................................................................6
   2.3      Offered Warrantholder not a Shareholder...............................................................7
   2.4      Offered Warrants to Rank Pari Passu...................................................................7
   2.5      Form of Offered Warrant Certificates..................................................................7
   2.6      Signing of Offered Warrant Certificates...............................................................7
   2.7      Certification by the Trustee..........................................................................8
   2.8      Issue in Substitution for Offered Warrant Certificates Lost, Etc......................................8
   2.9      Exchange of Offered Warrant Certificates..............................................................9
   2.10     Transfer and Ownership of Offered Warrants............................................................9
   2.11     Charges for Exchange or Transfer.....................................................................10
   2.12     Cancellation of Surrendered Offered Warrants.........................................................10
   2.13     Registration of Offered Warrants.....................................................................10

Article 3 EXERCISE OF OFFERED WARRANTS...........................................................................11

   3.1      Method of Exercise of Offered Warrants...............................................................11
   3.2      Effect of Exercise of Offered Warrants...............................................................12
   3.3      Partial Exercise of Offered Warrants; Fractions......................................................13
   3.4      Expiration of Offered Warrants.......................................................................13
   3.5      Accounting and Recording.............................................................................13
   3.6      Securities Restrictions..............................................................................14
   3.7      U.S. Transfer Restrictions and Legends...............................................................14

Article 4 ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE...............................................17

   4.1      Adjustment of Number of Common Shares and Exercise Price.............................................17
   4.2      Entitlement to Shares on Exercise of Offered Warrant.................................................21
   4.3      No Adjustment for Certain Transactions...............................................................21
   4.4      Determination by Corporation's Auditors..............................................................22
   4.5      Proceedings Prior to any Action Requiring Adjustment.................................................22
   4.6      Certificate of Adjustment............................................................................22
   4.7      Notice of Special Matters............................................................................22
</TABLE>


<PAGE>

                                     - ii -

<TABLE>

<S>                                                                                                             <C>
   4.8      No Action after Notice...............................................................................22
   4.9      Other Action.........................................................................................23
   4.10     Protection of Trustee................................................................................23

Article 5 RIGHTS OF THE CORPORATION AND COVENANTS................................................................23

   5.1      Optional Purchases by the Corporation................................................................23
   5.2      General Covenants....................................................................................24
   5.3      Trustee's Remuneration and Expenses..................................................................25
   5.4      Performance of Covenants by Trustee..................................................................25

Article 6 ENFORCEMENT............................................................................................25

   6.1      Suits by Offered Warrantholders......................................................................25
   6.2      Immunity of Shareholders, Etc........................................................................25
   6.3      Limitation of Liability..............................................................................26
   6.4      Waiver of Default....................................................................................26

Article 7 MEETINGS OF OFFERED WARRANTHOLDERS.....................................................................26

   7.1      Convening Meetings...................................................................................26
   7.2      Notice of Meetings...................................................................................27
   7.3      Chairman.............................................................................................27
   7.4      Quorum...............................................................................................27
   7.5      Power to Adjourn.....................................................................................28
   7.6      Voting...............................................................................................28
   7.7      Polls................................................................................................28
   7.8      Regulations..........................................................................................28
   7.9      Attendance by the Trustee and the Corporation........................................................29
   7.10     Powers Exercisable by Special Resolution.............................................................29
   7.11     Meaning of Special Resolution........................................................................30
   7.12     Powers Cumulative....................................................................................31
   7.13     Minutes..............................................................................................31
   7.14     Special Resolution Binds All.........................................................................32

Article 8 SUPPLEMENTAL INDENTURES AND SUCCESSOR CORPORATIONS.....................................................32

   8.1      Provision for Supplemental Indentures for Certain Purposes...........................................32
   8.2      Successor Corporations...............................................................................33

Article 9 THE TRUSTEE............................................................................................33

   9.1      Trust Indenture Legislation..........................................................................33
   9.2      Rights and Duties of Trustee.........................................................................33
   9.3      Evidence, Experts and Advisers.......................................................................34
   9.4      Documents, Monies, Etc. held by Trustee..............................................................35
   9.5      Actions by Trustee to Protect Interests..............................................................35
   9.6      Trustee not Required to Give Security................................................................36

</TABLE>

<PAGE>

                                    - iii -

<TABLE>

<S>                                                                                                             <C>
   9.7      Protection of Trustee................................................................................36
   9.8      Replacement of Trustee...............................................................................36
   9.9      Conflict of Interest.................................................................................38
   9.10     Acceptance of Trust..................................................................................38
   9.11     Privacy Laws.........................................................................................38

Article 10 GENERAL...............................................................................................39

   10.1     Notice to Corporation and Trustee....................................................................39
   10.2     Notice and Delivery to Offered Warrantholders........................................................39
   10.3     Counterparts.........................................................................................40
   10.4     Multiple Closings....................................................................................40
   10.5     Satisfaction and Discharge of Indenture..............................................................40
   10.6     Anti-Money Laundering................................................................................41
   10.7     Sole Benefit of Parties and Offered Warrantholders...................................................41

</TABLE>




<PAGE>




                                WARRANT INDENTURE

                  THIS WARRANT INDENTURE is made as of March 23, 2004

BETWEEN:

         SPECTRUM SIGNAL PROCESSING INC., a corporation duly incorporated under
         the laws of Canada and having an office at Suite 200 - 2700 Production
         Way, Burnaby, British Columbia, V5A 4X1 (hereinafter referred to as the
         "CORPORATION")

AND

         COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated
         under the laws of Canada and authorized to carry on business in all
         provinces of Canada (hereinafter referred to as the "TRUSTEE")

WHEREAS:

A.       The Corporation has created and issued up to 2,212,000 Units, each
         consisting of one Common Share and one-half of one common share
         purchase warrant ("each whole warrant, an "OFFERED WARRANT");

B.       this Indenture provides for the issuance of the Offered Warrants;

C.       one whole Offered Warrant shall, subject to adjustment, entitle the
         holder thereof to acquire one (1) additional Common Share upon payment
         of the Exercise Price upon the terms and conditions herein set forth;
         and

D.       all things necessary have been done and performed to make the Offered
         Warrants, when created and issued as provided in this Indenture, legal,
         valid and binding upon the Corporation with the benefits and subject to
         the terms of this Indenture;

                  NOW THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Corporation hereby
appoints the Trustee as trustee to hold the rights, interests and benefits
contained herein for and on behalf of those persons who from time to time become
the holders of Offered Warrants issued pursuant to this Indenture and the
parties hereto agree as set forth below:

                                   ARTICLE 1
                                 INTERPRETATION

1.1               DEFINITIONS

                  In this Indenture, including the recitals and schedules
hereto, and in all indentures supplemental hereto:


<PAGE>
                                     - 2 -

         (a)      "ACCREDITED INVESTOR" means an accredited investor within the
                  meaning of Rule 501 of Regulation D;

         (b)      "ADJUSTMENT PERIOD" has the meaning set forth in Section 4.1;

         (c)      "AGENCY AGREEMENT" means the agreement between the Corporation
                  and the Agents dated March 23, 2004;

         (d)      "AGENTS" means GMP Securities Ltd., Griffiths McBurney &
                  Partners Corp. and Dlouhy Merchant Group Inc.;

         (e)      "APPLICABLE LEGISLATION" means the provisions of the Company
                  Act, R.S.B.C. 1996, c. 62, as from time to time amended, any
                  successor legislation thereof, and any statute of Canada or a
                  province thereof, and the regulations under any such named or
                  other statute, relating to trust indentures or to the rights,
                  duties and obligations of trustees and of corporations under
                  trust indentures, to the extent that such provisions are at
                  the time in force and applicable to this Indenture;

         (f)      "AUTHORIZED INVESTMENTS" means short term interest bearing or
                  discount debt obligations issued or guaranteed by the
                  Government of Canada or a Canadian chartered bank (which may
                  include an affiliate or related party of the Trustee) provided
                  that each such obligation is rated at least R1 (middle) by
                  DBRS Inc. or an equivalent rating by Standard & Poor's Rating
                  Group, a division of McGraw-Hill Inc.;

         (g)      "BUSINESS DAY" means, with respect to any place, any day that
                  is not a Saturday, Sunday or statutory holiday in the City of
                  Vancouver, the City of Calgary or the City of Toronto or a day
                  when the principal office of the Trustee in the City of
                  Vancouver, the City of Calgary or the City of Toronto is not
                  generally open to the public for the transaction of business;

         (h)      "COMMON SHARES" means, subject to Article 4, the fully paid
                  and non-assessable shares of the Corporation as presently
                  constituted designated as common shares;

         (i)      "CORPORATION" means Spectrum Signal Processing Inc., a
                  corporation incorporated under the laws of Canada and its
                  lawful successors from time to time;

         (j)      "CORPORATION'S AUDITORS" means a firm of chartered accountants
                  duly appointed as auditors of the Corporation;

         (k)      "COUNSEL" means a barrister or solicitor or a firm of
                  barristers and solicitors retained by the Trustee or retained
                  by the Corporation and acceptable to the Trustee;

         (l)      "CURRENT MARKET PRICE" of the Common Shares at any date means
                  the weighted average of the trading price per share for such
                  shares for the 20 consecutive Trading Days ending the Third
                  Trading Date immediately preceding such date on


<PAGE>
                                     - 3 -



                  the principal stock exchange on which the Common Shares are
                  listed and as selected by the directors, or, if such shares
                  are not listed on any stock exchange, then on such
                  over-the-counter market as may be selected for such purpose by
                  the directors;

         (m)      "DIRECTOR" means a director of the Corporation for the time
                  being and, unless otherwise specified herein, reference to
                  action "by the directors" means action by the directors of the
                  Corporation as a board or, whenever duly empowered, action by
                  any committee of such board;

         (n)      "EFFECTIVE DATE" means the date of this Indenture;

         (o)      "EXERCISE DATE" means, with respect to any Offered Warrant,
                  the date on which the Offered Warrant Certificate representing
                  such Offered Warrant is surrendered for exercise together with
                  full payment of the Exercise Price in accordance with Section
                  3.1;

         (p)      "EXERCISE PRICE" at any time means, the price at which a
                  Common Share may be purchased by the exercise of one Offered
                  Warrant and which is currently Cdn. $1.50, subject to
                  adjustment in accordance with the provisions of Article 4, in
                  which case it shall mean the adjusted price in effect at such
                  time and, for greater certainty, the Exercise Price of any
                  Offered Warrants acquired by the Agents after the date of an
                  adjustment referred to in Article 4 shall be adjusted as if
                  such Offered Warrants had been issued prior to such date;

         (q)      "EXPIRY DATE" means September 23, 2005;

         (r)      "EXPIRY TIME" means 4:30 p.m. (Vancouver time) on the Expiry
                  Date;

         (s)      "ISSUE DATE" means the date upon which the Offered Warrants
                  are issued;

         (t)      "ORIGINAL U.S. PURCHASER" means an Accredited Investor that
                  purchased the Units in the United States directly from the
                  Corporation in a purchase of Units as part of the private
                  placement of Units made pursuant to the Agency Agreement dated
                  March 23, 2004;

         (u)      "PERSON" means an individual, body corporate, partnership,
                  trust, trustee, executor, administrator, legal representative
                  or any unincorporated organization;

         (v)      "REGULATION D" means Regulation D under the U.S. Securities
                  Act;

         (w)      "REGULATION S" means Regulation S under the U.S. Securities
                  Act;

         (x)      "RULE 506" means Rule 506 of Regulation D under the U.S.
                  Securities Act;

         (y)      "RULE 904" means Rule 904 of Regulation S;

         (z)      "SHAREHOLDER" means a holder of record of one or more Common
                  Shares;


<PAGE>
                                     - 4 -


         (aa)     "SPECIAL RESOLUTION" has the meaning set forth in Section
                  7.11;

         (bb)     "SUBSIDIARY OF THE CORPORATION" or "SUBSIDIARY" means any
                  corporation of which more than fifty (50%) percent of the
                  outstanding Voting Shares are owned, directly or indirectly,
                  by or for the Corporation, provided that the ownership of such
                  shares confers the right to elect at least a majority of the
                  board of directors of such corporation and includes any
                  corporation in like relation to a Subsidiary;

         (cc)     "SUCCESSOR CORPORATION" has the meaning set forth in Section
                  8.2;

         (dd)     "THIS OFFERED WARRANT INDENTURE", "THIS INDENTURE", "HEREIN",
                  "HEREBY", "HEREOF" and similar expressions mean and refer to
                  this Indenture and any indenture, deed or instrument
                  supplemental hereto; and the expressions "ARTICLE", "SECTION",
                  "SUBSECTION" and "PARAGRAPH" followed by a number, letter or
                  both mean and refer to the specified article, section,
                  subsection or paragraph of this Indenture;

         (ee)     "TRADING DAY" means, with respect to a stock exchange, a day
                  on which such exchange is open for the transaction of business
                  and with respect to an over-the-counter market means a day on
                  which such over-the-counter market is open for the transaction
                  of business;

         (ff)     "TRANSFER AGENT" means the transfer agent for the time being
                  of the Common Shares and Offered Warrants;

         (gg)     "TRUSTEE" means Computershare Trust Company of Canada or its
                  successors from time to time in the trust hereby created;

         (hh)     "UNITS" means the units issued by way of a private placement
                  of Units made pursuant to the Agency Agreement between the
                  Corporation and Computershare Trust Company of Canada dated
                  March 23, 2004;

         (ii)     "U.S. PERSON" means "U.S. person" as defined in Regulation S;

         (jj)     "U.S. SECURITIES ACT" means the United States Securities Act
                  of 1933, as amended;

         (kk)     "VOTING SHARES" means shares of the capital stock of any class
                  of any corporation carrying voting rights under all
                  circumstances, provided that, for the purposes of such
                  definition, shares which only carry the right to vote
                  conditionally on the happening of an event shall not be
                  considered Voting Shares, whether or not such event shall have
                  occurred, nor shall any shares be deemed to cease to be Voting
                  Shares solely by reason of a right to vote accruing to shares
                  of another class or classes by reason of the happening of any
                  such event;

         (ll)     "OFFERED WARRANT AGENCY" means one of the principal offices of
                  the Trustee in the cities of Calgary, Alberta or Toronto,
                  Ontario, Montreal, Quebec or

<PAGE>
                                     - 5 -


                  Vancouver, British Columbia or such other place(s) as may be
                  designated in accordance with subsection 3.1(d);

         (mm)     "OFFERED WARRANT CERTIFICATE" means a certificate,
                  substantially in the form set forth in Schedule "A" hereto,
                  issued on or after the Issue Date to evidence Offered
                  Warrants;

         (nn)     "OFFERED WARRANT EXERCISE FORM" means an exercise form,
                  substantially in the form set forth in Schedule "A" hereto,
                  delivered by an Offered Warrantholder to the Offered Warrant
                  Agency at any time after the Issue Date and prior to the
                  Expiry Time;

         (oo)     "OFFERED WARRANTHOLDERS", or "HOLDERS" without reference to
                  Common Shares, means the persons who are registered owners of
                  Offered Warrants;

         (pp)     "OFFERED WARRANTHOLDERS' REQUEST" means an instrument signed
                  in one or more counterparts by Offered Warrantholders entitled
                  to acquire in the aggregate not less than 25% of the aggregate
                  number of Common Shares which could be acquired pursuant to
                  all Offered Warrants then unexercised and outstanding,
                  requesting the Trustee to take some action or proceeding
                  specified therein;

         (qq)     "OFFERED WARRANTS" means the warrants created by and
                  authorized by and issuable under this Indenture; and

         (rr)     "WRITTEN ORDER OF THE CORPORATION", "WRITTEN REQUEST OF THE
                  CORPORATION", "WRITTEN CONSENT OF THE CORPORATION" and
                  "CERTIFICATE OF THE CORPORATION" mean, respectively, a written
                  order, request, consent and certificate signed in the name of
                  the Corporation by its Chairman, Chief Executive Officer,
                  Chief Operating Officer, Chief Financial Officer, President or
                  any Vice-President, or a person acting in any such capacity
                  for the Corporation and may consist of one or more instruments
                  so executed.

1.2               GENDER AND NUMBER

                  Unless herein otherwise expressly provided or unless the
context otherwise requires, words importing the singular include the plural and
vice versa and words importing a particular gender include all genders.

1.3               INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

                  The division of this Indenture into articles, sections,
subsections, paragraphs, subparagraphs, clauses and subclauses, the provision of
the table of contents and the insertion of headings are for convenience and
reference only and shall not affect the construction or interpretation of this
Indenture.


<PAGE>
                                     - 6 -


1.4               DAY NOT A BUSINESS DAY

                  If the day on or before which any action that would otherwise
be required to be taken hereunder is not a Business Day in the place where the
action is required to be taken, that action will be required to be taken on or
before the requisite time on the next succeeding day that is a Business Day.

1.5               TIME OF THE ESSENCE

                  Time will be of the essence in all respects in this Indenture.

1.6               CURRENCY

                  Except as otherwise stated, all dollar amounts herein are
expressed in Canadian dollars.

1.7               APPLICABLE LAW

                  This Indenture and the Offered Warrant Certificates and all
documents relating thereto, which by common accord have been and will be drafted
in English, shall be construed in accordance with the laws of the Province of
British Columbia and the federal laws applicable therein and shall be treated in
all respects as British Columbia contracts.

                                   ARTICLE 2
                              THE OFFERED WARRANTS

2.1               CREATION AND ISSUE OF OFFERED WARRANTS

                  Up to an aggregate of 1,155,872 Offered Warrants are hereby
created and authorized to be issued on the Effective Date in accordance with the
terms and conditions hereof. The Offered Warrant Certificates shall be certified
and delivered by the Trustee to such persons as the Corporation may direct by
written order of the Corporation.

2.2               TERMS OF OFFERED WARRANTS

         (a)      Each whole Offered Warrant authorized to be issued hereunder
                  will entitle the holder thereof, upon exercise, together with
                  the payment of the Exercise Price, to acquire one (1) Common
                  Share, subject to adjustment in accordance with Article 4, at
                  any time after the Issue Date until the Expiry Time.

         (b)      No fractional Offered Warrants will be issued or otherwise
                  provided for hereunder and any fractional entitlements will be
                  rounded down to the nearest whole number.

         (c)      Each Offered Warrant will entitle the holder thereof to such
                  other rights and privileges as are set forth in this
                  Indenture.


<PAGE>
                                     - 7 -


         (d)      The number of Common Shares which may be purchased pursuant to
                  the Offered Warrants and the exercise price therefor will be
                  adjusted in the events and in the manner specified in Article
                  4.

2.3               OFFERED WARRANTHOLDER NOT A SHAREHOLDER

                  Except as may be specifically provided herein, nothing in this
Indenture or in the holding of an Offered Warrant evidenced by an Offered
Warrant Certificate, or otherwise, will be construed as conferring on an Offered
Warrantholder any right or interest whatsoever as a Shareholder or as any other
shareholder of the Corporation, including, but not limited to, any right to vote
at, to receive notice of, or to attend any meetings of shareholders or any other
proceedings of the Corporation, or any right to receive any dividend or other
distribution.

2.4               OFFERED WARRANTS TO RANK PARI PASSU

                  All Offered Warrants will rank equally and without preference
over each other, whatever may be the actual date of issue thereof.

2.5               FORM OF OFFERED WARRANT CERTIFICATES

         (a)      The Offered Warrant Certificates (including all replacements
                  issued in accordance with this Indenture) will be
                  substantially in the form set out in Schedule "A" hereto, will
                  be dated March 23, 2004 regardless of their date of issue,
                  will bear such legends and distinguishing letters and numbers
                  as the Corporation, with the approval of the Trustee, may
                  prescribe, and will be issuable in any whole number
                  denomination. No fractional Common Shares and Offered Warrants
                  shall be issued or otherwise provided for hereunder and any
                  such fractioned entitlements shall be rounded down to the
                  nearest whole number of Common Shares and Offered Warrants.

         (b)      The Offered Warrant Certificates may be engraved, lithographed
                  or printed (the expression "printed" including for purposes
                  hereof both original typewritten material as well as
                  mimeographed, mechanically, photographically, photostatically
                  or electronically reproduced, typewritten or other written
                  material), or partly in one form and partly in another, as the
                  Corporation may determine.

2.6               SIGNING OF OFFERED WARRANT CERTIFICATES

         (a)      The Offered Warrant Certificates will be signed by any one
                  authorized officer or director of the Corporation.

         (b)      The signatures of any officer or director referred to in
                  subsection (a) may be manual signatures, engraved,
                  lithographed or printed in facsimile and Offered Warrant
                  Certificates bearing such facsimile signatures will be binding
                  on the Corporation as if they had been manually signed by such
                  officer or director.


<PAGE>
                                     - 8 -


         (c)      Notwithstanding that any person whose manual or facsimile
                  signature appears on an Offered Warrant Certificate as an
                  officer or director referred to in subsection (a) no longer
                  holds the same or any office or is no longer a director at the
                  date of any Offered Warrant Certificate or at the date of
                  certification, delivery, or exercise thereof, such Offered
                  Warrant Certificate will, subject to Section 2.7, be valid and
                  binding on the Corporation.

2.7               CERTIFICATION BY THE TRUSTEE

         (a)      No Offered Warrant Certificate will be issued or, if issued,
                  will be valid for any purpose or entitle the holder to the
                  benefit hereof until it has been certified by manual signature
                  by or on behalf of the Trustee by its authorized signing
                  officers substantially in the form of the certificate set out
                  in Schedule "A" as the case may be, or in such other form
                  approved by the Trustee, and such certification by the Trustee
                  on any Offered Warrant Certificate will be conclusive evidence
                  as against the Corporation that the Offered Warrant
                  Certificate so certified has been duly issued hereunder and
                  that the holder thereof is entitled to the benefits hereof.

         (b)      The certification of the Trustee on any Offered Warrant
                  Certificate issued hereunder will not be construed as a
                  representation or warranty by the Trustee as to the validity
                  of this Indenture or such Offered Warrant Certificate (except
                  the due certification thereof) and the Trustee will in no
                  respect be liable or answerable for the use made of any
                  Offered Warrant Certificate or of the consideration therefore,
                  except as otherwise specified herein.

2.8               ISSUE IN SUBSTITUTION FOR OFFERED WARRANT CERTIFICATES LOST,
                  ETC.

         (a)      If any Offered Warrant Certificate becomes mutilated or is
                  lost, destroyed or stolen, the Corporation, subject to
                  applicable law and to subsection (b), will issue, and
                  thereupon the Trustee will certify and deliver, a new Offered
                  Warrant Certificate of like tenor as the one mutilated, lost,
                  destroyed or stolen in exchange for and in place of and on
                  surrender and cancellation of such mutilated certificate or in
                  lieu of and in substitution for such lost, destroyed or stolen
                  certificate.

         (b)      The applicant for the issue of a new Offered Warrant
                  Certificate pursuant to this Section 2.8 will bear the cost of
                  the issue thereof and in case of loss, destruction or theft
                  will, as a condition precedent to the issuance thereof:

                  (i)      furnish to the Corporation and the Trustee such
                           evidence of ownership and of the loss, destruction or
                           theft of the Offered Warrant Certificate to be
                           replaced as is satisfactory to the Corporation and
                           the Trustee in their discretion;

                  (ii)     furnish an indemnity and surety bond in amount and
                           form satisfactory to the Corporation and the Trustee
                           in their discretion; and

                  (iii)    pay the reasonable charges of the Corporation and the
                           Trustee in connection therewith.


<PAGE>
                                     - 9 -


2.9               EXCHANGE OF OFFERED WARRANT CERTIFICATES

         (a)      One or more Offered Warrant Certificates may, on compliance
                  with the reasonable requirements of the Trustee (including
                  compliance with applicable securities legislation), be
                  exchanged for one or more Offered Warrant Certificates of
                  different denomination evidencing in the aggregate the same
                  number of Offered Warrants as represented by the Offered
                  Warrant Certificate(s) being exchanged. Where only part of the
                  Offered Warrants evidenced by an Offered Warrant Certificate
                  are transferred, the Trustee shall issue separate Offered
                  Warrant Certificates in respect of the Offered Warrants
                  respectively transferred and retained to the Offered
                  Warrantholder.

         (b)      Offered Warrant Certificates may be exchanged only at the
                  Offered Warrant Agency or at any other place that is
                  designated by the Corporation with the approval of the
                  Trustee. Any Offered Warrant Certificate tendered for exchange
                  shall be cancelled and surrendered by the Offered Warrant
                  Agency to the Trustee.

2.10              TRANSFER AND OWNERSHIP OF OFFERED WARRANTS

         (a)      The Offered Warrants may only be transferred on the register
                  kept by the Trustee at the Offered Warrant Agency by the
                  holder or its legal representatives or its attorney duly
                  appointed by an instrument in writing in form and execution
                  satisfactory to the Trustee upon surrendering to the Trustee
                  at the Offered Warrant Agency the Offered Warrant Certificates
                  representing the Offered Warrants to be transferred and upon
                  compliance with:

                  (i)      the conditions herein;

                  (ii)     such reasonable requirements as the Trustee may
                           prescribe; and

                  (iii)    all applicable securities legislation and
                           requirements of regulatory authorities;

                  and such transfer shall be duly noted in such register by the
                  Trustee. Upon compliance with such requirements, the Trustee
                  shall issue to the transferee an Offered Warrant Certificate
                  representing the Offered Warrants transferred.

         (b)      The Trustee acknowledges that the Offered Warrants and the
                  Common Shares issuable upon exercise thereof have not been
                  registered under the U.S. Securities Act, or the securities
                  laws of any state of the United States, and may not be offered
                  or sold in the United States unless the Offered Warrants and
                  the Common Shares issuable upon exercise thereof have been
                  registered under the U.S. Securities Act and the securities
                  laws of all applicable states of the United States or an
                  exemption from registration is available. It is further
                  acknowledged that Units were offered in the United States by
                  the Agents pursuant to the exemption from registration set
                  forth in Rule 506. If Offered Warrants are being sold outside
                  the United States in accordance with Rule 904, and provided
                  that the Corporation is a "foreign issuer" within the meaning
                  of Regulation S at the time of sale, then

<PAGE>
                                     - 10 -


                  any such transfer must be accompanied by a completed and
                  executed declaration for removal of legend in the form
                  attached as Exhibit A to the Offered Warrant Certificate.

         (c)      Subject to applicable law, the Corporation and the Trustee,
                  notwithstanding any notice to the contrary, shall treat the
                  Offered Warrantholder as the absolute owner of the Offered
                  Warrants for all purposes and such person will for all
                  purposes of this Indenture be and be deemed to be the absolute
                  owner thereof, and neither the Corporation nor the Trustee
                  will be affected by any notice or knowledge to the contrary
                  except as required by statute or by order of a court of
                  competent jurisdiction.

2.11              CHARGES FOR EXCHANGE OR TRANSFER

                  A reasonable service charge may be levied by the Trustee for,
pursuant to this Indenture, the transfer of any Offered Warrant or the exchange
of any Offered Warrant Certificate, and the Trustee may charge for the
reimbursement of any taxes, rates, levies or duties of any kind required to be
paid on any such exchange or transfer.

2.12              CANCELLATION OF SURRENDERED OFFERED WARRANTS

                  All Offered Warrant Certificates surrendered pursuant to
Sections 2.8, 2.9, 2.10, 3.1, 3.3, 3.4 or 5.1 will be returned to the Trustee
and will be cancelled and, after the expiry of any period of retention
prescribed by law, destroyed by the Trustee in accordance with the Trustee's
ordinary business practices. Upon request by the Corporation, the Trustee will
furnish the Corporation with a destruction certificate identifying each Offered
Warrant Certificate so destroyed, the number of Offered Warrants evidenced
thereby and the number of Common Shares, if any, issued pursuant to such Offered
Warrants and the details of any Offered Warrant Certificates issued in
substitution or exchange for such Offered Warrant Certificates destroyed.

2.13              REGISTRATION OF OFFERED WARRANTS

         (a)      The Trustee will keep at the Offered Warrant Agency: (i) a
                  register of Offered Warrantholders in which shall be entered
                  in alphabetical order the names and addresses of the holders
                  of Offered Warrants and particulars of the Offered Warrants
                  held by them and (ii) a register of transfers in which all
                  transfers of Offered Warrants and the date and other
                  particulars of each transfer shall be entered. Such registers
                  will at all reasonable times be open for inspection by the
                  Corporation and/or any Offered Warrantholder. The Trustee will
                  from time to time upon the written request of the Corporation
                  or any Offered Warrantholder, upon payment of the Trustee's
                  reasonable charges, furnish a list of the names and addresses
                  of Offered Warrantholders showing the number of Offered
                  Warrants held by each such Offered Warrantholder.

         (b)      The Corporation with approval of the Trustee may at any time
                  and from time to time change the place at which the registers
                  referred to in subsection (a) are kept, cause branch registers
                  of holders or transfers to be kept at other places and close
                  such branch registers or change the place at which such branch
                  registers are kept.

<PAGE>
                                     - 11 -


                  Notice of any such change or closure shall be given by the
                  Trustee to the Offered Warrantholders.

                                   ARTICLE 3
                          EXERCISE OF OFFERED WARRANTS

3.1               METHOD OF EXERCISE OF OFFERED WARRANTS

         (a)      The holder of any Offered Warrant may exercise the right
                  conferred on such holder to acquire Common Shares by
                  surrendering, after the Issue Date and prior to the Expiry
                  Time, to the Offered Warrant Agency, the Offered Warrant
                  Certificate representing such Offered Warrant, with a duly
                  completed and executed Offered Warrant Exercise Form, together
                  with a certified cheque, bank draft or money order, in lawful
                  money of Canada payable to or to the order of the Corporation
                  at par in the city where the Offered Warrant Agency is located
                  in an amount equal to the Exercise Price multiplied by the
                  number of Common Shares subscribed for.

                  A Offered Warrant Certificate with the duly completed and
                  executed Offered Warrant Exercise Form referred to in this
                  subsection 3.1(a) shall be deemed to be surrendered only upon
                  personal delivery thereof or, if sent by mail or other means
                  of transmission, upon actual receipt thereof at, in each case,
                  the Offered Warrant Agency, provided that such Offered Warrant
                  Certificate is accompanied by the requisite certified cheque,
                  bank draft or money order in the amount of the aggregate
                  Exercise Price for the Offered Warrants represented thereby
                  that are being exercised.

         (b)      Any Offered Warrant Exercise Form referred to in subsection
                  3.1(a) shall be signed by the Offered Warrantholder and shall
                  specify:

                  (i)      the number of Common Shares which the holder wishes
                           to acquire (being not more than those which the
                           holder is entitled to acquire pursuant to the Offered
                           Warrant Certificate(s) surrendered);

                  (ii)     the person or persons in whose name or names such
                           Common Shares are to be issued;

                  (iii)    the address or addresses of such person or persons;
                           and

                  (iv)     the number of Common Shares to be issued to each such
                           person if more than one is so specified.

                  If any of the Common Shares subscribed for are to be issued to
                  a person or persons other than the Offered Warrantholder, the
                  Offered Warrantholder shall pay to the Corporation or the
                  Offered Warrant Agency on behalf of the Corporation, all
                  applicable transfer or similar taxes and the Corporation shall
                  not be required to issue or deliver certificates evidencing
                  Common Shares unless or until such Offered Warrantholder shall
                  have paid to the Corporation, or the

<PAGE>
                                     - 12 -


                  Offered Warrant Agency on behalf of the Corporation, the
                  amount of such tax or shall have established to the
                  satisfaction of the Corporation that such tax has been paid or
                  that no tax is due.

         (c)      No exercise of any Offered Warrant shall be effective, and no
                  certificate representing Common Shares shall be issued
                  pursuant to the exercise of Offered Warrants, unless:

                  (i)      the Offered Warrantholder represents in writing that
                           it is not in the United States or a U.S. Person and
                           is not exercising the Offered Warrants on behalf of a
                           U.S. Person or a person in the United States, and did
                           not execute or deliver the Offered Warrant Exercise
                           Form in the United States; or

                  (ii)     the Offered Warrantholder represents in writing
                           either: (A) that it is an Original U.S. Purchaser and
                           that each representation, warranty and covenant made
                           by such Original U.S. Purchaser in the Subscription
                           Agreement pursuant to which it purchased Units is
                           true and correct as of the date the Offered Warrant
                           is exercised, or (B) that it is a U.S. person, or
                           person in the United States, that has acquired the
                           Offered Warrants in a transaction exempt from
                           registration under the U.S. Securities Act where such
                           transfer was in compliance with this Indenture and
                           any applicable state securities laws and signs and
                           delivers a letter in the form attached hereto as
                           Exhibit B to the Offered Warrant Certificate.

                  No certificate for Common Shares issuable upon exercise of an
                  Offered Warrant shall be registered or delivered to an address
                  in the United States unless the Offered Warrantholder shall
                  have complied with subsection 3.1(c)(ii) and in the case of
                  subection (ii)(B) provides an opinion of counsel of recognized
                  standing in form and substance satisfactory to the Corporation
                  to the effect that registration under the U.S. Securities Act
                  and applicable state securities laws is not required.

         (d)      In connection with the exchange of Offered Warrant
                  Certificates and exercise of Offered Warrants and compliance
                  with such other terms and conditions hereof as may be
                  required, the Corporation has appointed the principal offices
                  of the Trustee in Vancouver and Toronto as the Offered Warrant
                  Agencies at which Offered Warrant Certificates may be
                  surrendered for exchange, transfer or repurchase or at which
                  Offered Warrants may be exercised and the Trustee has accepted
                  such appointment. The Corporation may from time to time
                  designate alternate or additional places as an Offered Warrant
                  Agency upon notice to and consent of the Trustee of any change
                  of any Offered Warrant Agency.

3.2               EFFECT OF EXERCISE OF OFFERED WARRANTS

         (a)      Upon the exercise of Offered Warrants pursuant to Section 3.1
                  and subject to Section 3.3, the Common Shares to be issued
                  pursuant to the Offered Warrants exercised shall be deemed to
                  have been issued and the person or persons to whom

<PAGE>
                                     - 13 -


                  such Common Shares are to be issued shall be deemed to have
                  become the holder or holders of record of such Common Shares
                  on the Exercise Date unless the transfer registers of the
                  Corporation shall be closed on such date, in which case the
                  Common Shares subscribed for shall be deemed to have been
                  issued and such person or persons deemed to have become the
                  holder or holders of record of such Common Shares, on the date
                  on which such transfer registers are reopened.

         (b)      Within three (3) Business Days after the Exercise Date with
                  respect to an Offered Warrant, the Corporation shall cause to
                  be mailed to the person or persons in whose name or names such
                  Offered Warrant is registered or, if so specified in writing
                  by the holder, cause to be delivered to such person or persons
                  at the Offered Warrant Agency where the Offered Warrant
                  Certificate was surrendered, a certificate or certificates for
                  the appropriate number of Common Shares subscribed for.

3.3               PARTIAL EXERCISE OF OFFERED WARRANTS; FRACTIONS

         (a)      The holder of any Offered Warrants may exercise his right to
                  acquire a number of Common Shares less than the aggregate
                  number which the holder is entitled to acquire pursuant to the
                  surrendered Offered Warrant Certificate(s). In the event of
                  any exercise of a number of Offered Warrants less than the
                  number which the holder is entitled to exercise, the holder of
                  the Offered Warrants upon such exercise shall, in addition, be
                  entitled to receive, without charge therefor, a new Offered
                  Warrant Certificate(s) in respect of the balance of the
                  Offered Warrants represented by the surrendered Offered
                  Warrant Certificate(s) and which were not then exercised.

         (b)      Notwithstanding anything herein contained including any
                  adjustment provided for in Article 4, the Corporation shall
                  not be required, upon the exercise of any Offered Warrants, to
                  issue fractions of Common Shares or to distribute certificates
                  which evidence fractional Common Shares. Any fractional
                  entitlements will be rounded down to the nearest whole number.

3.4               EXPIRATION OF OFFERED WARRANTS

                  Immediately after the Expiry Time, all rights under any
Offered Warrant in respect of which the right of acquisition provided for herein
shall not have been exercised shall cease and terminate and each Offered Warrant
shall be void and of no further force or effect except to the extent that the
Offered Warrantholder has not received in full all monies to which it is
entitled pursuant to Article 4 or Article 5 hereof or has not received
certificates representing the Common Shares issued upon exercise of Offered
Warrants held by it, in which instances the Offered Warrantholders' rights
hereunder shall continue until it has received that to which it is entitled
hereunder.

3.5               ACCOUNTING AND RECORDING

         (a)      The Trustee shall promptly account to the Corporation with
                  respect to Offered Warrants exercised. Any securities or other
                  instruments, from time to time

<PAGE>
                                     - 14 -


                  received by the Trustee shall be received in trust for, and
                  shall be segregated and kept apart by the Trustee, the Offered
                  Warrantholders and the Corporation as their interests may
                  appear.

         (b)      The Trustee shall record the particulars of Offered Warrants
                  exercised, which particulars shall include the names and
                  addresses of the persons who become holders of Common Shares
                  on exercise and the Exercise Date, in respect thereof. The
                  Trustee shall provide such particulars in writing to the
                  Corporation within five (5) Business Days of any request by
                  the Corporation therefor.

3.6               SECURITIES RESTRICTIONS

                  Notwithstanding anything herein contained, Common Shares will
only be issued pursuant to any Offered Warrant in compliance with the securities
laws of any applicable jurisdiction. The certificates representing the Common
Shares issued will bear such legend as may, in the opinion of Counsel to the
Corporation be necessary in order to avoid a violation of any securities laws of
any province or territory in Canada or of the United States or any state thereof
to comply with the requirements of any stock exchange or over-the-counter market
on which the Common Shares are listed or quoted, as the case may be, provided
that if, at any time, in the opinion of Counsel to the Corporation, such legends
are no longer necessary in order to avoid a violation of any such laws, or the
holder of any such legended certificate, at the holder's expense, provides the
Corporation with evidence satisfactory in form and substance to the Corporation
(which may include an opinion of counsel satisfactory to the Corporation) to the
effect that such holder is entitled to sell or otherwise transfer such Common
Shares in a transaction in which such legends are not required, such legended
certificate may thereafter be surrendered to the Trustee in exchange for a
certificate which does not bear such legend.

3.7               U.S. TRANSFER RESTRICTIONS AND LEGENDS

                  The Offered Warrants and the Common Shares issuable upon
exercise of the Offered Warrants have not been and will not be registered under
the U.S. Securities Act or the securities laws of any state.

         (a)      The Offered Warrants and the Common Shares issuable upon
                  exercise of the Offered Warrants may be offered, sold, pledged
                  or otherwise transferred only (i) to the Corporation, (ii) in
                  a transaction outside the United States in compliance with
                  Rule 904 of Regulation S under the U.S. Securities Act, or
                  (iii) in a transaction exempt from the registration
                  requirements under the U.S. Securities Act and any applicable
                  state securities laws. In connection with any transfer
                  pursuant to the foregoing clause (iii), there must be
                  furnished to the Corporation a written opinion of counsel
                  reasonably acceptable to the Corporation to the effect that
                  such transfer is exempt from the registration requirements of
                  all applicable United States federal and state securities
                  laws. In connection with any proposed transfer of the Offered
                  Warrants to a person in the United Stated or to a U.S. Person,
                  the Corporation may request such further information as may be
                  necessary to determine whether such transfers are being made:
                  (i) to Accredited Investors; (ii) in accordance with, and
                  pursuant to, an exemption from registration

<PAGE>
                                     - 15 -


                  under the U.S. Securities Act and any applicable state
                  securities laws, and (iii) otherwise in compliance with
                  applicable securities laws;

         (b)      At the instruction of the Corporation, Common Shares issued
                  pursuant to the exercise of the Offered Warrants any time
                  during the period which is four months and one day after the
                  Closing Date will bear a legend in substantially the following
                  form:

                  "Unless permitted under securities legislation, the holder of
                  the securities shall not trade the securities before [insert
                  date that is four months and one day after the Closing Date]."

                  and may also contain such other legends as may be required by
                  applicable securities regulatory requirements, authorities or
                  stock exchanges including, without limitation, the Toronto
                  Stock Exchange.

         (c)      (i) Until such time as it is no longer required under
                  applicable requirements of the U.S. Securities Act or
                  applicable state securities laws, certificates representing
                  the Offered Warrants and all certificates issued in exchange
                  therefor or in substitution thereof, shall bear the following
                  legend in the case of certificates held by holders who are
                  U.S. Persons:

                  "THE WARRANTS REPRESENTED HEREBY AND THE COMMON SHARES
                  ISSUABLE UPON EXERCISE HAVE NOT BEEN AND WILL NOT BE
                  REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
                  AMENDED (THE "U.S. SECURITIES ACT"). THESE WARRANTS MAY BE
                  OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
                  THE CORPORATION, (B) IN A TRANSACTION OUTSIDE THE UNITED
                  STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
                  U.S. SECURITIES ACT, OR (C) IN A TRANSACTION EXEMPT FROM THE
                  REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND
                  ANY APPLICABLE STATE SECURITIES LAWS. IN CONNECTION WITH ANY
                  TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C), THERE MUST BE
                  FURNISHED TO THE CORPORATION A WRITTEN OPINION OF COUNSEL
                  REASONABLY ACCEPTABLE TO THE CORPORATION TO THE EFFECT THAT
                  SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
                  ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES
                  LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD
                  DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
                  CANADA AND, IN CONNECTION WITH ANY SALE OF SUCH WARRANTS
                  PURSUANT TO THE FOREGOING CLAUSE (B) AT A TIME WHEN THE
                  CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN RULE 902 UNDER
                  THE U.S. SECURITIES ACT, THE LEGEND MAY BE REMOVED BY


<PAGE>
                                     - 16 -


                  PROVIDING A DECLARATION TO THE CORPORATION'S TRANSFER AGENT IN
                  SUCH FORM AS THE CORPORATION MAY REASONABLY PRESCRIBE, TO THE
                  EFFECT THAT THE SALE OF THE WARRANTS IS BEING MADE IN
                  COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
                  SECURITIES ACT."

                  (ii) Until such time as it is no longer required under
                  applicable requirements of the U.S. Securities Act or
                  applicable state securities laws, certificates representing
                  the Offered Warrants and all certificates issued in exchange
                  therefor or in substitution thereof, shall bear the following
                  legend in the case of certificates held by holders who are not
                  U.S. Persons:

                  "THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER
                  THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT"), AND MAY NOT
                  BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
                  ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR
                  DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER
                  THE LATER OF THE COMMENCEMENT OF THE OFFERING AND CLOSING
                  DATE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S
                  UNDER THE 1933 ACT. TERMS USED HEREIN HAVE THE MEANING GIVEN
                  TO THEM IN REGULATION S."

         (d)      (i) Until such time as it is no longer required under
                  applicable requirements of the U.S. Securities Act or
                  applicable state securities laws, certificates representing
                  the Common Shares issuable upon exercise of the Offered
                  Warrants, and all certificates issued in exchange therefor or
                  in substitution thereof, shall bear the following legend in
                  the case of certificates held by holders who are U.S. Persons
                  :

                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
                  BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
                  AS AMENDED (THE "U.S. SECURITIES ACT"). THESE SECURITIES MAY
                  BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
                  THE CORPORATION, (B) IN A TRANSACTION OUTSIDE THE UNITED
                  STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
                  U.S. SECURITIES ACT, OR (C) IN A TRANSACTION EXEMPT FROM THE
                  REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND
                  ANY APPLICABLE STATE SECURITIES LAWS. IN CONNECTION WITH ANY
                  TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C), THERE MUST BE
                  FURNISHED TO THE CORPORATION A WRITTEN OPINION OF COUNSEL
                  REASONABLY ACCEPTABLE TO THE CORPORATION TO THE EFFECT THAT
                  SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
                  ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES
                  LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD

<PAGE>
                                     - 17 -


                  DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
                  CANADA AND, IN CONNECTION WITH ANY SALE OF SUCH SECURITIES
                  PURSUANT TO THE FOREGOING CLAUSE (B) AT A TIME WHEN THE
                  CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN RULE 902 UNDER
                  THE U.S. SECURITIES ACT, THE LEGEND MAY BE REMOVED BY
                  PROVIDING A DECLARATION TO THE CORPORATION'S TRANSFER AGENT IN
                  SUCH FORM AS THE CORPORATION MAY REASONABLY PRESCRIBE, TO THE
                  EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN
                  COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
                  SECURITIES ACT."

                  (ii) Until such time as it is no longer required under
                  applicable requirements of the U.S. Securities Act or
                  applicable state securities laws, certificates representing
                  the Common Shares issuable upon exercise of the Offered
                  Warrants, and all certificates issued in exchange therefor or
                  in substitution thereof, shall bear the following legend in
                  the case of certificates held by holders who are not U.S.
                  Persons :

                  "THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER
                  THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT"), AND MAY NOT
                  BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
                  ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR
                  DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER
                  THE LATER OF THE COMMENCEMENT OF THE OFFERING AND CLOSING
                  DATE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S
                  UNDER THE 1933 ACT. TERMS USED HEREIN HAVE THE MEANING GIVEN
                  TO THEM IN REGULATION S."

provided, that if Offered Warrants are being sold outside the United States in
accordance with Rule 904, and provided that the Corporation is a "foreign
issuer" within the meaning of Regulation S at the time of sale, any such legend
may be removed by providing a declaration to Computershare Trust Company of
Canada, as registrar and transfer agent, to the effect set forth in Exhibit A to
the Offered Warrant Certificate.

                                   ARTICLE 4
            ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE

4.1               ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE

         (a)      The rights of an Offered Warrantholder to receive Common
                  Shares, in effect at any date attaching to the Offered
                  Warrants, and the Exercise Price in respect thereof, will be
                  adjusted as provided in, and in accordance with the provision
                  of, this Section 4.1, and for such purposes and as used in
                  this Section 4.1, "Adjustment Period" means the period from
                  and including the Effective Date up to and including the
                  Expiry Time.


<PAGE>
                                     - 18 -


         (b)      If and whenever at any time during the Adjustment Period, the
                  Corporation shall (i) subdivide or redivide the outstanding
                  Common Shares into a greater number of Common Shares, (ii)
                  combine, consolidate or reduce the outstanding Common Shares
                  into a lesser number of shares or (iii) issue Common Shares to
                  all or substantially all of the holders of Common Shares by
                  way of a stock dividend, then, in each such event, the
                  Exercise Price in effect on the effective date of such
                  subdivision, redivision, combination, consolidation, reduction
                  or on the record date of such stock dividend, as the case may
                  be, shall in the case of the events referred to in (i) or
                  (iii) above be decreased in proportion to the number of
                  outstanding Common Shares resulting from such subdivision,
                  redivision or stock dividend, or shall, in the case of the
                  events referred to in (ii) above, be increased in proportion
                  to the number of outstanding Common Shares resulting from such
                  combination, consolidation, or reduction. Such adjustment
                  shall be made successively whenever any event referred to in
                  this subsection 4.1(b) shall occur. Upon any adjustment of the
                  Exercise Price pursuant to subsection 4.1(b), the number of
                  Common Shares subject to the right of purchase under each
                  Offered Warrant shall be contemporaneously adjusted by
                  multiplying the number of Common Shares theretofore obtainable
                  on the exercise thereof by a fraction of which the numerator
                  shall be the respective Exercise Price in effect immediately
                  prior to such adjustment and the denominator shall be the
                  respective Exercise Price resulting from such adjustment.

         (c)      If and whenever at any time during the Adjustment Period, the
                  Corporation shall fix a record date for the issuance of
                  rights, options or warrants to all or substantially all the
                  holders of its outstanding Common Shares entitling them, for a
                  period expiring not more than forty-five (45) days after such
                  record date, to subscribe for or purchase Common Shares (or
                  securities convertible or exchangeable into Common Shares) at
                  a price per share (or having a conversion or exchange price
                  per share) less than ninety-five (95%) percent of the Current
                  Market Price on such record date, the Exercise Price shall be
                  adjusted immediately after such record date so that it shall
                  equal the amount determined by multiplying the Exercise Price
                  in effect on such record date by a fraction, of which the
                  numerator shall be the total number of Common Shares
                  outstanding on such record date plus a number of Common Shares
                  equal to the number arrived at by dividing the aggregate price
                  of the total number of additional Common Shares offered for
                  subscription or purchase (or the aggregate conversion or
                  exchange price of the convertible or exchangeable securities
                  so offered) by such Current Market Price, and of which the
                  denominator shall be the total number of Common Shares
                  outstanding on such record date plus the total number of
                  additional Common Shares offered for subscription or purchase
                  or into which the convertible or exchangeable securities so
                  offered are convertible or exchangeable; any Common Shares
                  owned by or held for the account of the Corporation or any
                  Subsidiary shall be deemed not to be outstanding for the
                  purpose of any such computation; such adjustment shall be made
                  successively whenever such a record date is fixed; to the
                  extent that any such rights or warrants are not exercised
                  prior to the expiration thereof, the Exercise Price shall be
                  readjusted to the Exercise Price which would then be in effect
                  if such record date had not been fixed or to

<PAGE>
                                     - 19 -


                  the Exercise Price which would then be in effect based upon
                  the number of Common Shares (or securities convertible or
                  exchangeable into Common Shares) actually issued upon the
                  exercise of such rights or warrants, as the case may be. Upon
                  any adjustment of the Exercise Price pursuant to this
                  subsection 4.1(c), the number of Common Shares subject to the
                  right of purchase under each Offered Warrant shall be
                  contemporaneously adjusted by multiplying the number of Common
                  Shares theretofore obtainable on the exercise thereof by a
                  fraction of which the numerator shall be the respective
                  Exercise Price in effect immediately prior to such adjustment
                  and the denominator shall be the respective Exercise Price
                  resulting from such adjustment.

         (d)      If and whenever at any time during the Adjustment Period the
                  Corporation shall fix a record date for the making of a
                  distribution to all or substantially all the holders of its
                  outstanding Common Shares of (i) shares of any class, whether
                  of the Corporation or any other corporation, (ii) rights,
                  options or warrants to subscribe for or purchase Common Shares
                  (or other securities convertible into or exchangeable for
                  Common Shares) for a period expiring not more than forty-five
                  (45) days after such record date at a price per share (or
                  having a conversion or exercise price per share) not less than
                  ninety-five (95%) percent of the Current Market Price on such
                  record date), (iii) evidences of its indebtedness or (iv) any
                  property or other assets (excluding Dividends Paid in the
                  Ordinary Course) then, in each such case, the Exercise Price
                  shall be adjusted immediately after such record date so that
                  it shall equal the price determined by multiplying the
                  Exercise Price in effect on such record date by a fraction, of
                  which the numerator shall be the total number of Common Shares
                  outstanding on such record date multiplied by such Current
                  Market Price less the aggregate fair market value (as
                  determined by the directors, acting reasonably, which
                  determination shall be conclusive) of such shares or rights,
                  options or warrants or evidences of indebtedness or assets to
                  be issued or distributed, as the case may be, and of which the
                  denominator shall be the total number of Common Shares
                  outstanding on such record date multiplied by such Current
                  Market Price; and Common Shares owned by or held for the
                  account of the Corporation or any Subsidiary shall be deemed
                  not be outstanding for the purpose of any such computation;
                  such adjustment shall be made successively whenever such a
                  record date is fixed; to the extent that such distribution is
                  not so made, the Exercise Price shall be readjusted to the
                  Exercise Price which would then be in effect if such record
                  date had not been fixed or to the Exercise Price which would
                  then be in effect based upon such shares or rights, options or
                  warrants or evidences of indebtedness or assets actually
                  distributed, as the case may be; Upon any adjustment of the
                  Exercise Price pursuant to this subsection 4.1(d), the number
                  of Common Shares subject to the right of purchase under each
                  Offered Warrant shall be contemporaneously adjusted by
                  multiplying the number of Common Shares theretofore obtainable
                  on the exercise thereof by a fraction of which the numerator
                  shall be the respective Exercise Price in effect immediately
                  prior to such adjustment and the denominator shall be the
                  respective Exercise Price resulting from such adjustment.


<PAGE>
                                     - 20 -


         (e)      If and whenever at any time during the Adjustment Period,
                  there is (i) any reclassification of the Common Shares at any
                  time outstanding, any change of the Common Shares into other
                  shares, securities or property or any other capital
                  reorganization of the Corporation (other than as described in
                  subsection 4.1(b)), (ii) any consolidation, amalgamation,
                  arrangement, merger or other form of business combination of
                  the Corporation with or into any other corporation or
                  otherwise resulting in any such reclassification or change or
                  any other capital reorganization of the Corporation, or (iii)
                  any sale, lease, exchange or transfer of the undertaking or
                  assets of the Corporation as an entirety or substantially as
                  an entirety to one or more other corporations or entities,
                  then, in each such event, each holder of any Offered Warrant
                  which is thereafter exercised will be entitled to receive, and
                  shall accept, in lieu of the number of Common Shares to which
                  such holder was theretofore entitled upon such exercise, the
                  kind and number or amount of shares or other securities or
                  property which such holder would have been entitled to receive
                  as a result of such event if, on the effective date thereof,
                  such holder had been the registered holder of the number of
                  Common Shares to which such holder was theretofore entitled
                  upon such exercise. If necessary as a result of any such
                  event, appropriate adjustments will be made in the application
                  of the provisions set forth in this Section 4.1 with respect
                  to the rights and interests thereafter of the holders of
                  Offered Warrants to the end that the provisions set forth in
                  this Section 4.1 will thereafter correspondingly be made
                  applicable as nearly as may reasonably be in relation to any
                  shares or other securities or property thereafter deliverable
                  upon the exercise of any Offered Warrant.

         (f)      In any case in which this Section 4.1 shall require that an
                  adjustment shall become effective immediately after a record
                  date for an event referred to herein, the Corporation may
                  defer, until the occurrence of such event, issuing to the
                  holder of any Offered Warrant exercised after such event the
                  additional Common Shares issuable upon such conversion by
                  reason of the adjustment required by such event before giving
                  effect to such adjustment; provided, however, that the
                  Corporation shall deliver to such holder an appropriate
                  instrument evidencing such holder's right to receive such
                  additional Common Shares upon the occurrence of the event
                  requiring such adjustment and the right to receive any
                  distributions made on such additional Common Shares declared
                  in favour of holders of record of Common Shares on and after
                  the relevant date of exercise or such later date as such
                  holder would, but for the provisions of this subsection
                  4.1(f), have become the holder of record of such additional
                  Common Shares pursuant to subsection 4.1(e).

         (g)      In any case in which subsections 4.1(c) or 4.1(d) require that
                  an adjustment be made to the Exercise Price, no such
                  adjustment shall be made if the holders of the outstanding
                  Offered Warrants receive the rights, options or warrants
                  referred to in subsection 4.1(c) or the shares, rights,
                  options, warrants, evidences of indebtedness, property or
                  assets referred to in subsection 4.1(d), as the case may be,
                  in such kind and number as they would have received if they
                  had been holders of Common Shares on the applicable record
                  date or effective date, as the case may be, by virtue of their
                  outstanding Offered Warrants having then been

<PAGE>
                                     - 21 -


                  exercised into Common Shares at the Exercise Price in effect
                  on the applicable record date or effective date, as the case
                  may be. Any such issuance of share, rights, options, or
                  warrants will be subject to regulatory approval.

         (h)      The adjustments provided for in this Section 4.1 are
                  cumulative, and shall, in the case of adjustments to the
                  Exercise Price be computed to the nearest whole cent and shall
                  apply to successive subdivisions, redivisions, reductions,
                  combinations, consolidations, distributions, issues or other
                  events resulting in any adjustment under the provisions of
                  this Section 4.1, provided that, notwithstanding any other
                  provision of this Section 4.1, no adjustment of the Exercise
                  Price shall be required unless such adjustment would require
                  an increase or decrease of at least one (1%) percent in the
                  Exercise Price then in effect; provided, however, that any
                  adjustments which by reason of this subsection 4.1(h) are not
                  required to be made shall be carried forward and taken into
                  account in any subsequent adjustment.

         (i)      After any adjustment pursuant to this Section 4.1, the term
                  "Common Shares" where used in this Indenture shall be
                  interpreted to mean securities of any class or classes which,
                  as a result of such adjustment and all prior adjustments
                  pursuant to this Section 4.1, the Offered Warrantholder is
                  entitled to receive upon the exercise of his Offered Warrant,
                  and the number of Common Shares indicated by any exercise made
                  pursuant to an Offered Warrant shall be interpreted to mean
                  the number of Common Shares or other property or securities an
                  Offered Warrantholder is entitled to receive, as a result of
                  such adjustment and all prior adjustments pursuant to this
                  Section 4.1, upon the full exercise of an Offered Warrant.

4.2               ENTITLEMENT TO SHARES ON EXERCISE OF OFFERED WARRANT

                  All shares of any class or other securities which an Offered
Warrantholder is at the time in question entitled to receive on the exercise of
its Offered Warrant, whether or not as a result of adjustments made pursuant to
this Article 4, shall, for the purposes of the interpretation of this Indenture,
be deemed to be shares which such Offered Warrantholder is entitled to acquire
pursuant to such Offered Warrant.

4.3               NO ADJUSTMENT FOR CERTAIN TRANSACTIONS

                  Notwithstanding anything in this Article 4, no adjustment
shall be made in the acquisition rights attached to the Offered Warrants if the
issue of Common Shares is being made pursuant to or in connection with:

         (a)      any stock option or stock purchase plan in force from time to
                  time for directors, officers, employees, consultants or other
                  service providers of the Corporation; or

         (b)      the satisfaction of existing instruments issued at or prior to
                  the date hereof.


<PAGE>
                                     - 22 -


4.4               DETERMINATION BY CORPORATION'S AUDITORS

                  In the event of any question arising with respect to the
adjustments provided for in this Article 4 such question shall be conclusively
determined by the Corporation's Auditors who shall have access to all necessary
records of the Corporation, and such determination shall be binding upon the
Corporation, the Trustee, all Offered Warrantholders and all other persons
interested therein.

4.5               PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT

                  As a condition precedent to the taking of any action which
would require an adjustment in any of the acquisition rights pursuant to any of
the Offered Warrants, including the number of Common Shares which are to be
received upon the exercise thereof, the Corporation shall take any corporate
action which may, in the opinion of Counsel, be necessary in order that the
Corporation has unissued and reserved in its authorized capital and may validly
and legally issue as fully paid and non-assessable all the shares which the
holders of such Offered Warrants are entitled to receive on the full exercise
thereof in accordance with the provisions hereof.

4.6               CERTIFICATE OF ADJUSTMENT

                  The Corporation shall from time to time immediately after the
occurrence of any event which requires an adjustment or readjustment as provided
in Article 4, deliver a certificate of the Corporation to the Trustee specifying
the nature of the event requiring the same and the amount of the adjustment or
readjustment necessitated thereby and setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based, which
certificate shall be supported by a certificate of the Corporation's Auditors
verifying such calculation.

4.7               NOTICE OF SPECIAL MATTERS

                  The Corporation covenants with the Trustee that, so long as
any Offered Warrant remains outstanding, it will give notice to the Trustee and
to the Offered Warrantholders and to the Agents of its intention to fix a record
date that is prior to the Expiry Date for the issuance of rights, options or
warrants (other than the Offered Warrants) to all or substantially all the
holders of its outstanding Common Shares. Such notice shall specify the
particulars of such event and the record date for such event, provided that the
Corporation shall only be required to specify in the notice such particulars of
the event as shall have been fixed and determined on the date on which the
notice is given. The notice shall be given in each case not less than fourteen
(14) days prior to such applicable record date.

4.8               NO ACTION AFTER NOTICE

                  The Corporation covenants with the Trustee that it will not
close its transfer books or take any other corporate action which might deprive
the holder of an Offered Warrant of the opportunity to exercise its right of
acquisition pursuant thereto during the period of fourteen (14) days after the
giving of the certificate or notices set forth in Sections 4.6 and 4.7.


<PAGE>
                                     - 23 -


4.9               OTHER ACTION

                  In case the Corporation, after the date hereof, shall take any
action affecting the Common Shares other than action described in Section 4.1,
which in the reasonable opinion of the directors of the Corporation would
materially affect the rights of Offered Warrantholders, the number of Common
Shares which may be acquired upon exercise of the Offered Warrants shall be
adjusted in such manner and at such time, by action of the directors, acting
reasonably, in their sole discretion as they may determine to be equitable in
the circumstances, provided that no such adjustment will be made unless prior
approval of any stock exchange on which the Common Shares are listed for trading
has been obtained.

4.10              PROTECTION OF TRUSTEE

                  Except as provided in Section 9.2, the Trustee shall not:

         (a)      at any time be under any duty or responsibility to any Offered
                  Warrantholder to determine whether any facts exist which may
                  require any adjustment contemplated by Section 4.1, or with
                  respect to the nature or extent of any such adjustment when
                  made, or with respect to the method employed in making the
                  same;

         (b)      be accountable with respect to the validity or value (or the
                  kind or amount) of any Common Shares or of any shares or other
                  securities or property which may at any time be issued or
                  delivered upon the exercise of the rights attaching to any
                  Offered Warrant;

         (c)      be responsible for any failure of the Corporation to issue,
                  transfer or deliver Common Shares or certificates for the same
                  upon the surrender of any Offered Warrants for the purpose of
                  the exercise of such rights or to comply with any of the
                  covenants contained in this Article; and

         (d)      incur any liability or responsibility whatsoever or be in any
                  way responsible for the consequences of any breach on the part
                  of the Corporation of any of the representations, warranties
                  or covenants herein contained or of any acts of the directors,
                  officers, employees, agents or servants of the Corporation.

                                    ARTICLE 5
                     RIGHTS OF THE CORPORATION AND COVENANTS

5.1               OPTIONAL PURCHASES BY THE CORPORATION

                  Subject to compliance with applicable securities legislation
and approval of applicable regulatory authorities, the Corporation may from time
to time purchase by private contract or otherwise any of the Offered Warrants.
Any such purchase shall be made at the lowest price or prices at which, in the
opinion of the directors, such Offered Warrants are then obtainable, plus
reasonable costs of purchase, and may be made in such manner, from such persons
and on such other terms as the Corporation, in its sole discretion, may
determine. Any Offered Warrant Certificates representing the Offered Warrants
purchased pursuant to this

<PAGE>
                                     - 24 -


Section 5.1 shall forthwith be delivered to and cancelled by the Trustee. No
Offered Warrants shall be issued in replacement thereof.

5.2               GENERAL COVENANTS

                  The Corporation covenants with the Trustee that so long as any
Offered Warrants remain outstanding:

         (a)      it will reserve and keep available a sufficient number of
                  Common Shares for the purpose of enabling it to satisfy its
                  obligations to issue Common Shares upon the exercise of the
                  Offered Warrants;

         (b)      it will cause the Common Shares and the certificates
                  representing the Common Shares from time to time acquired
                  pursuant to the exercise of the Offered Warrants to be duly
                  issued and delivered in accordance with the Offered Warrant
                  Certificates and the terms hereof;

         (c)      all Common Shares which shall be issued upon exercise of the
                  right to acquire provided for herein and in the Offered
                  Warrant Certificates shall be fully paid and non-assessable;

         (d)      it will use all reasonable efforts to maintain its corporate
                  existence and carry on its business in the ordinary course;

         (e)      if any of its Common Shares are listed on a stock exchange, it
                  will use all reasonable efforts to ensure that the Common
                  Shares issuable on the exercise of the Offered Warrants are
                  listed and posted for trading on such stock exchange, subject
                  to any restrictions or limitations imposed by applicable
                  securities laws;

         (f)      it will make all requisite filings under applicable Canadian
                  securities legislation and stock exchange rules;

         (g)      if it is a party to any transaction in which the Corporation
                  is not the continuing corporation, it shall use its
                  commercially reasonable best efforts to obtain all consents
                  which may be necessary or appropriate under Canadian law to
                  enable the continuing corporation to give effect to the
                  Offered Warrants;

         (h)      it will provide to Offered Warrantholders copies of all
                  financial statements and other documentation required to be
                  provided by applicable laws to registered holders of Common
                  Shares as if such Offered Warrantholders were registered
                  shareholders of the Corporation; and

         (i)      generally, it will well and truly perform and carry out all of
                  the acts or things to be done by it as provided in this
                  Indenture.


<PAGE>
                                     - 25 -


5.3               TRUSTEE'S REMUNERATION AND EXPENSES

                  The Corporation covenants that it will pay to the Trustee from
time to time reasonable remuneration for its services hereunder and will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in the administration
or execution of the trusts hereby created (including the reasonable compensation
and the disbursements of its Counsel and all other advisers and assistants not
regularly in its employ) both before any default hereunder and thereafter until
all duties of the Trustee hereunder shall be finally and fully performed, except
any such expense, disbursement or advance as may arise out of or result from the
Trustee's negligence, wilful misconduct or bad faith. The Trustee shall not have
any recourse against any monies, securities or other property held by it for the
benefit of the Offered Warrantholders pursuant to this Indenture for the payment
of its fee.

5.4               PERFORMANCE OF COVENANTS BY TRUSTEE

                  If the Corporation shall fail to perform any of its covenants
contained in this Indenture, the Trustee may notify the Offered Warrantholders
of such failure on the part of the Corporation or may itself perform any of the
covenants capable of being performed by it but, subject to Section 9.2, shall be
under no obligation to perform said covenants or to notify the Offered
Warrantholders of such performance by it. All sums expended or advanced by the
Trustee in so doing shall be repayable as provided in Section 5.3. No such
performance, expenditure or advance by the Trustee shall relieve the Corporation
of any default hereunder or of its continuing obligations under the covenants
herein contained.

                                    ARTICLE 6
                                   ENFORCEMENT

6.1               SUITS BY OFFERED WARRANTHOLDERS

                  All or any of the rights conferred on any Offered
Warrantholder by any of the terms of the Offered Warrant Certificate evidencing
such Offered Warrant or of this Indenture may be enforced by such holder by
appropriate legal proceedings but without prejudice to the right which is hereby
conferred on the Trustee to proceed in its own name to enforce each and every
provision herein contained for the benefit of the Offered Warrantholders.

6.2               IMMUNITY OF SHAREHOLDERS, ETC.

                  The Trustee and the Offered Warrantholders, by the acceptance
of the Offered Warrant Certificates and as part of the consideration for the
issue of the Offered Warrants, hereby waive and release any right, cause of
action or remedy now or hereafter existing in any jurisdiction against any past,
present or future shareholder, director, officer, employee or agent of the
Corporation or any successor corporation (i) on any covenant, agreement,
representation or warranty by the Corporation herein or contained in the Offered
Warrant Certificates, and (ii) for the issue of shares or other securities or
property pursuant to any Offered Warrant.


<PAGE>
                                     - 26 -


6.3               LIMITATION OF LIABILITY

                  The obligations hereunder are not personally binding upon, nor
will resort hereunder be had to the private property of any past, present or
future director, shareholder, officer, employee or agent of the Corporation or
any successor corporation, but only the property of the Corporation or any
successor corporation will be bound in respect hereof.

6.4               WAIVER OF DEFAULT

                  Upon the happening of any default hereunder:

         (a)      the holders of not less than 51% of the Offered Warrants then
                  outstanding shall have power (in addition to the powers
                  exercisable by Special Resolution) by requisition in writing
                  to instruct the Trustee to waive any default hereunder and the
                  Trustee shall thereupon waive the default upon such terms and
                  conditions as shall be prescribed in such requisition; or

         (b)      the Trustee shall have power to waive any default hereunder
                  upon such terms and conditions as the Trustee may deem
                  advisable, if, in the Trustee's reasonable opinion, the same
                  shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Trustee or of the Offered
Warrantholders to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such
default or acquiescence therein and provided further that no act or omission
either of the Trustee or of the Offered Warrantholders in the premises shall
extend to or be taken in any manner whatsoever to affect any subsequent default
hereunder of the rights resulting therefrom.

                                    ARTICLE 7
                       MEETINGS OF OFFERED WARRANTHOLDERS

7.1               CONVENING MEETINGS

         (a)      The Trustee may at any time convene a meeting of the Offered
                  Warrantholders, and the Trustee shall do so upon a requisition
                  in writing by the Corporation or by an Offered Warrantholders'
                  Request, and upon receiving such funding and indemnity against
                  the costs of summoning and holding such meeting as it may
                  reasonably require and to hold it harmless against the
                  liabilities to be incurred thereby.

         (b)      If the Trustee fails, within five (5) days after receipt of
                  such written request, funding and indemnity, to give notice
                  convening a meeting, the Corporation or any of the Offered
                  Warrantholders signing such Offered Warrantholders' Request,
                  as the case may be, may convene such meeting.

         (c)      Every meeting shall be held at Vancouver, British Columbia or
                  such other place in Canada as the Corporation and the Trustee
                  may decide.


<PAGE>
                                     - 27 -


7.2               NOTICE OF MEETINGS

         (a)      At least seven (7) days' notice of all meetings of Offered
                  Warrantholders shall be sent to all Offered Warrantholders
                  entitled thereto. A copy of the notice shall be sent to the
                  Trustee (unless the meeting has been called by the Trustee)
                  and to the Corporation (unless the meeting has been called by
                  the Corporation).

         (b)      The notice must state the time when and the place where the
                  meeting is to be held and must state briefly the general
                  nature of the business to be transacted thereat but need not
                  set out the terms of any resolution to be proposed or any of
                  the provisions of this Article 7.

         (c)      The accidental omission to give notice of any meeting or any
                  irregularity in the notice of any meeting or the non-receipt
                  of any notice by any Offered Warrantholder, the Trustee or the
                  Corporation shall not invalidate any resolution passed or any
                  proceedings taken at any meeting of Offered Warrantholders.

         (d)      Any Offered Warrantholder present, either in person or by
                  proxy, at any meeting of the Offered Warrantholders shall for
                  all purposes be deemed to have received due notice of such
                  meeting and, where requisite, of the purposes for which such
                  meeting was convened.

7.3               CHAIRMAN

                  An individual (who may but need not be the proxy or
representative of an Offered Warrantholder) nominated in writing by the Trustee
(the "CHAIRMAN") shall be entitled to take the chair at every such meeting and
if no person is so nominated or if at any meeting a person so nominated shall
not be present within fifteen (15) minutes after the time appointed for holding
the meeting, the Offered Warrantholders present in person or by proxy shall
choose any one of their number to be Chairman.

7.4               QUORUM

         (a)      Subject to the provisions of Section 7.11, a quorum for the
                  transaction of business at any meeting of Offered
                  Warrantholders shall be two persons present in person, each
                  being an Offered Warrantholder entitled to vote thereat or a
                  duly appointed proxyholder for or representative of an Offered
                  Warrantholder so entitled, and together holding or
                  representing by proxy Offered Warrants representing not less
                  than twenty-five percent (25%) of all outstanding Offered
                  Warrants entitled to vote at the meeting.

         (b)      If a quorum of Offered Warrantholders is not present within 30
                  minutes after the time fixed for holding a meeting, the
                  meeting, if summoned on an Offered Warrantholders' Request,
                  will be dissolved but, subject to Section 7.11, in any other
                  case will be adjourned to the third following Business Day at
                  the same time and place and no notice of the adjournment need
                  be given.


<PAGE>
                                     - 28 -


         (c)      At the adjourned meeting the Offered Warrantholders present in
                  person or by proxy will form a quorum and may transact any
                  business for which the meeting was originally convened,
                  notwithstanding the number of Offered Warrants they hold.

7.5               POWER TO ADJOURN

                  The chairman of any meeting at which a quorum of the Offered
Warrantholders is present may, with the consent of the meeting, adjourn any such
meeting, and no notice of such adjournment need be given except such notice, if
any, as the meeting may prescribe.

7.6               VOTING

                  Every question submitted to a meeting of the Offered
Warrantholders other than a Special Resolution shall be decided in the first
instance by a show of hands and unless a poll is directed by the Chairman or
demanded by one or more Offered Warrantholders present in person or by proxy
holding in the aggregate not less than 10% of the total number of Offered
Warrants then outstanding, a declaration by the Chairman that a resolution has
been carried or lost or carried by a particular majority shall be conclusive
evidence of the fact.

7.7               POLLS

         (a)      If at any such meeting a poll is directed or demanded as
                  aforesaid, it shall be taken in such manner and either at once
                  or after an adjournment as the Chairman directs and the result
                  of such poll shall be deemed to be the resolution of the
                  meeting at which the poll was demanded. The demand for a poll
                  may be withdrawn. On a poll every Offered Warrantholder who is
                  present in person or by proxy shall have one vote for each
                  Offered Warrant held by such Offered Warrantholder.

         (b)      Any poll directed or demanded at any meeting on the election
                  of a Chairman or on any question of adjournment shall be taken
                  at the meeting without adjournment. A poll directed or
                  demanded on any other question shall be taken at such time and
                  place as the Chairman directs.

7.8               REGULATIONS

         (a)      The Trustee may from time to time make or vary such
                  regulations as it thinks fit:

                  (i)      for the form of instrument appointing a proxy, the
                           manner in which it must be executed, and verification
                           of the authority of a person who executes it on
                           behalf of an Offered Warrantholder;

                  (ii)     governing the places at which and the times by which
                           instruments appointing proxies must be deposited;

                  (iii)    for the deposit of instruments appointing proxies at
                           some approved place or places other than the place at
                           which the meeting is to be held and

<PAGE>
                                     - 29 -




                           enabling particulars of such voting certificates or
                           instruments appointing proxies to be sent by mail,
                           cable, telex or other means of prepaid, transmitted,
                           recorded communication before the meeting to the
                           Corporation or to the Trustee at the place where the
                           meeting is to be held and for voting pursuant to
                           instruments appointing proxies so deposited as though
                           the instruments themselves were produced at the
                           meeting; and

                  (iv)     generally for the calling of meetings of Offered
                           Warrantholders and the conduct of business thereat.

         (b)      Any regulations so made will be binding and effective and the
                  votes given in accordance therewith will be valid and will be
                  counted.

         (c)      Except as such regulations provide, the only persons who will
                  be recognized at a meeting as the holders of any Offered
                  Warrants, or as entitled to vote or, subject to Section 7.9,
                  be present at the meeting in respect thereof, will be the
                  registered holders of such Offered Warrants.

7.9               ATTENDANCE BY THE TRUSTEE AND THE CORPORATION

                  The Trustee and the Corporation and their duly authorized
representatives may attend and speak at any such meeting of Offered
Warrantholders, but will have no vote as such.

7.10              POWERS EXERCISABLE BY SPECIAL RESOLUTION

                  A meeting of the Offered Warrantholders shall, in addition to
the powers hereinbefore given, have the power, exercisable by Special
Resolution, to:

         (a)      sanction any modification or compromise of or arrangement in
                  respect of the rights of the Offered Warrantholders or of the
                  Trustee in its capacity as Trustee (subject to the consent of
                  the Trustee) against the Corporation, whether such rights
                  shall arise under this Indenture or otherwise, subject to the
                  agreement by the Corporation, and to authorize the Trustee to
                  concur in or execute any indenture supplemental hereto in
                  connection therewith;

         (b)      amend, alter or repeal any Special Resolution previously
                  passed, subject to the written consent of the Corporation
                  where such amendment, alteration or repeal affects the rights
                  of the Corporation under this Indenture;

         (c)      assent to any modification of the provisions contained in this
                  Indenture proposed or agreed to by the Corporation and to
                  authorize the Trustee, on its own behalf and on behalf of the
                  Offered Warrantholders, to concur in and execute any
                  supplemental indenture embodying any such modifications;

         (d)      agree to the release or exoneration of the Trustee from any
                  liability in respect of anything done or omitted to be done by
                  the Trustee before the giving of such release;


<PAGE>
                                     - 30 -


         (e)      direct the Trustee to exercise, on behalf of the Offered
                  Warrantholders, such of the powers of the Offered
                  Warrantholders as are exercisable by Special Resolution for
                  the enforcement of any obligation of the Corporation under
                  this Indenture or of any right of the Offered Warrantholders;

         (f)      refrain from enforcing any obligation or right referred to in
                  paragraph 7.10(e);

         (g)      waive and direct the Trustee to waive any default by the
                  Corporation in complying with any provision of this Indenture
                  either unconditionally or on any condition specified in the
                  Special Resolution;

         (h)      appoint a committee with power and authority to exercise, and
                  to direct the Trustee to exercise, on behalf of the Offered
                  Warrantholders, such of the powers of the Offered
                  Warrantholders as are exercisable by Special Resolution;

         (i)      restrain any Offered Warrantholder from taking or instituting
                  any suit, action or proceeding against the Corporation for the
                  enforcement of any obligation of the Corporation under this
                  Indenture or to enforce any right of any Offered
                  Warrantholder;

         (j)      direct any Offered Warrantholder who, as such, has brought any
                  suit, action or proceeding, to stay or discontinue or
                  otherwise deal therewith on payment of the costs, charges and
                  expenses reasonably and properly incurred by him in connection
                  therewith; and

         (k)      from time to time and at any time to remove the Trustee and
                  appoint a successor Trustee.

7.11              MEANING OF SPECIAL RESOLUTION

         (a)      The expression "Special Resolution" when used in this
                  Indenture means, subject to the provisions of this Section
                  7.11, a resolution proposed at a meeting of Offered
                  Warrantholders duly convened for that purpose and held in
                  accordance with the provisions of this Article 7 at which
                  there are present in person or by proxy Offered Warrantholders
                  holding in the aggregate more than 25% of the total number of
                  Offered Warrants then outstanding and passed by the
                  affirmative votes of Offered Warrantholders who hold in the
                  aggregate not less than 66 2/3% of the total number of Offered
                  Warrants represented at the meeting and voted on a poll on the
                  resolution.

         (b)      If, at a meeting called for the purpose of passing a Special
                  Resolution, the quorum required by Section 7.11 is not present
                  within thirty (30) minutes after the time appointed for the
                  meeting, the meeting, if convened on an Offered
                  Warrantholders' Request, will be dissolved, but in any other
                  case will stand adjourned to such day, being not fewer than
                  fifteen (15) days or more than sixty (60) days later, and to
                  such place and time, as is appointed by the Chairman.


<PAGE>
                                     - 31 -


         (c)      Not less than seven (7) days' notice must be given to the
                  Offered Warrantholders of the time and place of the adjourned
                  meeting referred to in subsection 7.11(b).

         (d)      The notice referred to in subsection 7.11(c) must state that
                  at the adjourned meeting the Offered Warrantholders present in
                  person or by proxy will form a quorum but it will not be
                  necessary to set forth the purposes for which the meeting was
                  originally called or any other particulars.

         (e)      At the adjourned meeting referred to in subsection 7.11(b),
                  the Offered Warrantholders present in person or by proxy will
                  form a quorum and may transact any business for which the
                  meeting was originally convened, and a resolution proposed at
                  such adjourned meeting and passed by the affirmative votes of
                  Offered Warrantholders who hold in the aggregate not less than
                  66?% of the total number of Offered Warrants represented at
                  such adjourned meeting and voted on a poll on the resolutions
                  will be a Special Resolution within the meaning of this
                  Indenture notwithstanding subsection 7.11(a).

         (f)      Votes on a Special Resolution must always be given on a poll
                  and no demand for a poll on a Special Resolution will be
                  necessary.

         (g)      Any action that may be taken and any power that may be
                  exercised by Offered Warrantholders at a meeting held as
                  provided in this Article 7 may also be taken and exercised by
                  Offered Warrantholders who hold in the aggregate not less than
                  66?% of the total number of Offered Warrants at the time
                  outstanding, by their signing, each in person or by attorney
                  duly appointed in writing, an instrument in writing in one or
                  more counterparts, and the expression "Special Resolution"
                  when used in this Indenture includes a resolution embodied in
                  an instrument so signed.

7.12              POWERS CUMULATIVE

                  Any one or more of the powers, and any combination of the
powers, in this Indenture stated to be exercisable by the Offered Warrantholders
by Special Resolution or otherwise, may be exercised from time to time, and the
exercise of any one or more of such powers or any combination of such powers
from time to time will not prevent the Offered Warrantholders from exercising
such power or powers or combination of powers thereafter from time to time.

7.13              MINUTES

                  Minutes of all resolutions and proceedings at every such
meeting as aforesaid shall be made and duly entered in books to be from time to
time provided for that purpose by the Trustee at the Corporation's expense and
any such minutes as aforesaid if purporting to be signed by the Chairman of the
meeting at which such resolutions were passed or proceedings had or by the
Chairman of the next succeeding meeting of the Offered Warrantholders shall be
conclusive evidence of the matters therein contained and until the contrary is
proved every such meeting in respect of the proceedings of which minutes have
been made shall be deemed to have

<PAGE>
                                     - 32 -

been duly convened and held and all resolutions passed and proceedings held
thereat to have been duly passed and held.

7.14              SPECIAL RESOLUTION BINDS ALL

                  A Special Resolution passed at a meeting of the Offered
Warrantholders duly convened and held in accordance with this Indenture shall be
binding upon all the Offered Warrantholders whether present or not present at
such meeting, and each of the Offered Warrantholders and the Trustee (subject in
the case of the Trustee to the provisions for its indemnity contained in this
Indenture) shall be bound to give effect thereto accordingly.

                                    ARTICLE 8
               SUPPLEMENTAL INDENTURES AND SUCCESSOR CORPORATIONS

8.1               PROVISION FOR SUPPLEMENTAL INDENTURES FOR CERTAIN PURPOSES

                  From time to time the Corporation and the Trustee may, subject
to the provisions hereof, and will when so directed hereby, execute and deliver
by their authorized officers or directors indentures or instruments supplemental
hereto, which thereafter will form part hereof, for any or all of the following
purposes:

         (a)      setting forth any adjustments resulting from the application
                  of the provisions of Article 4;

         (b)      adding hereto such additional covenants and enforcement
                  provisions as in the opinion of Counsel are necessary and
                  advisable, and are not in the opinion of the Trustee relying
                  on the opinion of Counsel prejudicial to the interests of the
                  Offered Warrantholders as a group;

         (c)      giving effect to any Special Resolution passed as provided in
                  Article 7;

         (d)      making such provisions not inconsistent with this Indenture as
                  are necessary or desirable with respect to matters or
                  questions arising hereunder, provided that the same are not,
                  in the opinion of the Trustee relying on the opinion of
                  Counsel prejudicial to the interests of the Offered
                  Warrantholders as a group;

         (e)      adding to, deleting or altering the provisions hereof in
                  respect of the transfer of Offered Warrants or the exchange of
                  Offered Warrant Certificates, and making any modification in
                  the form of the Offered Warrant Certificates that does not
                  affect the substance thereof;

         (f)      modifying any provision of this Indenture (including, without
                  limitation, making any modification which increases the number
                  or amount of Common Shares issuable pursuant to the Offered
                  Warrants) or relieving the Corporation from any of obligation,
                  condition or restriction herein contained, except that no such
                  modification or relief will be or become operative or
                  effective if in the opinion of the Trustee relying on the
                  opinion of Counsel it would impair any right of the Offered
                  Warrantholders or of the Trustee, and the Trustee may decline
                  to enter

<PAGE>
                                     - 33 -


                  into any such supplemental indenture which in its opinion
                  relying on the opinion of Counsel will not afford adequate
                  protection to the Trustee or the Offered Warrantholders when
                  it becomes operative; and

         (g)      for any other purpose not inconsistent with the terms of this
                  Indenture, including the correction or rectification of any
                  ambiguity, defective or inconsistent provision, error or
                  omissions herein, if in the opinion of the Trustee relying on
                  the opinion of Counsel, the rights of the Trustee and of the
                  Offered Warrantholders, as a group, are not prejudiced
                  thereby.

8.2               SUCCESSOR CORPORATIONS

                  In the case of the consolidation, amalgamation, arrangement or
merger of the Corporation with another corporation or entity or the transfer of
the undertaking or assets of the Corporation as an entirety, or substantially as
an entirety, to another corporation or entity, the corporation (the "SUCCESSOR
CORPORATION") resulting from such consolidation, amalgamation, arrangement,
merger or transfer (if not the Corporation) will be bound by the provisions
hereof and for the due and punctual performance and observance of each and every
covenant and obligation contained in this Indenture to be performed by the
Corporation, and, if requested by the Trustee, will by supplemental indenture
satisfactory in form to the Trustee and executed and delivered to the Trustee,
expressly assume such obligations.

                                    ARTICLE 9
                                   THE TRUSTEE

9.1               TRUST INDENTURE LEGISLATION

         (a)      If and to the extent that any provision of this Indenture
                  limits, qualifies or conflicts with a mandatory requirement of
                  any Applicable Legislation, the mandatory requirement will
                  prevail.

         (b)      The Trustee will at all times in relation to this Indenture
                  and any action to be taken hereunder observe and comply with
                  and be entitled to the benefits of the Applicable Legislation.

9.2               RIGHTS AND DUTIES OF TRUSTEE

         (a)      In the exercise of the rights and duties prescribed or
                  conferred by the terms of this Indenture, the Trustee will act
                  honestly and in good faith with a view to the best interests
                  of the Offered Warrantholders, and will exercise that degree
                  of care, diligence and skill that a reasonably prudent trustee
                  would exercise in comparable circumstances.

         (b)      No provision of this Indenture will be construed to relieve
                  the Trustee from liability for its own negligent act,
                  negligent failure to act, wilful misconduct or bad faith.


<PAGE>
                                     - 34 -


         (c)      The obligation of the Trustee to commence or continue any act,
                  action or proceeding for the purpose of enforcing any right of
                  the Trustee or the Offered Warrantholders hereunder is on the
                  condition that, when required by notice to the Offered
                  Warrantholders by the Trustee, the Trustee is furnished by one
                  or more Offered Warrantholders with sufficient funds to
                  commence or continue such act, action or proceeding and
                  indemnity reasonably satisfactory to the Trustee to protect
                  and hold it harmless against the costs, charges and expenses
                  and liabilities to be incurred thereby and any loss and damage
                  it may suffer by reason thereof.

         (d)      The Trustee shall not be bound to give any notice or do or
                  take any act, action or proceeding by virtue of the powers
                  conferred on it hereby unless and until it shall have been
                  required so to do under the terms hereof; nor shall the
                  Trustee be required to take notice of any default hereunder,
                  unless and until notified in writing of such default, which
                  notices shall distinctly specify the default desired to be
                  brought to the attention of the Trustee and in the absence of
                  any such notice the Trustee may for all purposes of this
                  Indenture conclusively assume that no default has been made in
                  the observance or performance of any of the representations,
                  warranties, covenants, agreements or conditions contained
                  herein. Any such notice shall in no way limit any discretion
                  herein given to the Trustee to determine whether or not the
                  Trustee shall take action with respect to any default.

         (e)      No provision of this Indenture will require the Trustee to
                  expend or risk its own funds or otherwise incur financial
                  liability in the performance of any of its duties or in the
                  exercise of any of its rights or powers unless it is so funded
                  and indemnified.

         (f)      The Trustee may, before commencing or at any time during the
                  continuance of any such act, action or proceeding, require the
                  Offered Warrantholders at whose instance it is acting to
                  deposit with the Trustee the Offered Warrant Certificates held
                  by them, for which certificates the Trustee will issue
                  receipts.

         (g)      Every provision of this Indenture that relieves the Trustee of
                  liability, or entitles it to rely on any evidence submitted to
                  it, is subject to the provisions of Applicable Legislation and
                  of this Section 9.2.

9.3               EVIDENCE, EXPERTS AND ADVISERS

         (a)      In addition to the reports, certificates, opinions and other
                  evidence required by this Indenture, the Corporation will
                  furnish to the Trustee such additional evidence of compliance
                  with any provision hereof, and in such form, as is prescribed
                  by Applicable Legislation or as the Trustee reasonably
                  requires by written notice to the Corporation.

         (b)      In the exercise of any right or duty hereunder the Trustee, if
                  it is acting in good faith, may act and rely, as to the truth
                  of any statement or the accuracy of any opinion expressed
                  therein, on any statutory declaration, opinion, report,
                  certificate

<PAGE>
                                     - 35 -


                  or other evidence furnished to the Trustee pursuant to a
                  provision hereof or of Applicable Legislation or pursuant to a
                  request of the Trustee.

         (c)      Whenever Applicable Legislation requires that evidence
                  referred to in subsection (a) be in the form of a statutory
                  declaration, the Trustee may accept such statutory declaration
                  in lieu of a certificate of the Corporation required by any
                  provision thereof.

         (d)      Any such statutory declaration may be made by any one or more
                  authorized officers or directors of the Corporation.

         (e)      Proof of the execution of an instrument in writing, including
                  an Offered Warrantholders' Request, by an Offered
                  Warrantholder may be made by the certificate of a notary
                  public, or other officer with similar powers, indicating that
                  the person signing such instrument acknowledged to him the
                  execution thereof, or by an affidavit of a witness to such
                  execution, or in any other manner that the Trustee considers
                  adequate.

         (f)      The Trustee may, at the expense of the Corporation, employ or
                  retain such counsel, accountants, engineers, appraisers, or
                  other experts or advisers as it reasonably requires for the
                  purpose of determining and discharging its duties hereunder
                  and may pay reasonable remuneration for all services so
                  performed by any of them, payable by the Corporation in
                  accordance with section 5.3, without taxation of costs of any
                  counsel, and will not be responsible for any misconduct or
                  negligence on the part of any of them who has been selected
                  with due care by the Trustee or for any actions taken in
                  reasonable reliance of the advice provided.

9.4               DOCUMENTS, MONIES, ETC. HELD BY TRUSTEE

                  Unless herein otherwise expressly provided, any of the funds
held by the Trustee may be deposited in a trust account in the name of the
Trustee (which may be held with the Trustee or an affiliate or related party of
the Trustee) which account shall be non-interest bearing. Upon the written order
of the Corporation, the Trustee shall invest in its name such funds in
Authorized Investments in accordance with such direction. Any direction by the
Corporation to the Trustee as to the investment of the funds shall be in writing
and shall be provided to the Trustee no later than 9:00 a.m. (Vancouver time) on
the day on which the investment is to be made. Any such direction received by
the Trustee after 9:00 a.m. (Vancouver time) or received on a non-Business Day,
shall be deemed to have been given prior to 9:00 a.m. (Vancouver time) the next
Business Day. Unless the Corporation shall be in default hereunder, all interest
or other income received by the Trustee in respect of such deposits and
investments shall belong to the Corporation.

9.5               ACTIONS BY TRUSTEE TO PROTECT INTERESTS

                  The Trustee will have power to institute and to maintain such
actions and proceedings as it may consider necessary or expedient to protect or
enforce its interests as Trustee hereunder and the interests of the Offered
Warrantholders.


<PAGE>
                                     - 36 -


9.6               TRUSTEE NOT REQUIRED TO GIVE SECURITY

                  The Trustee will not be required to give any bond or security
in respect of the execution of the trusts and powers of this Indenture or
otherwise in respect of the premises.

9.7               PROTECTION OF TRUSTEE

                  By way of supplement to the provisions of any law for the time
being relating to trustees, it is expressly declared and agreed that:

         (a)      the Trustee will not be liable for or by reason of, or
                  required to substantiate, any statement of fact or recital in
                  this Indenture, in the Offered Warrant Certificates (except
                  the representation contained in Section 9.9 or in the
                  certificate of the Trustee on the Offered Warrant
                  Certificates), but all such statements or recitals are and
                  will be deemed to be made by the Corporation;

         (b)      nothing herein contained will impose on the Trustee any
                  obligation to see to, or to require evidence of, the
                  registration or filing (or renewal thereof) of this Indenture
                  or any instrument ancillary or supplemental hereto;

         (c)      the Trustee will not be bound to give notice to any person of
                  the execution hereof;

         (d)      the Trustee will not incur any liability or responsibility
                  whatever or be in any way responsible for the consequence of
                  any breach by the Corporation of any obligation or covenant
                  herein contained or of any act of any director, officer,
                  employee or the agents of the Corporation; and

         (e)      the Corporation shall be liable for and hereby indemnifies and
                  saves harmless the Trustee and its officers, directors,
                  employees, and agents from and against all liabilities,
                  losses, costs, claims, actions or demands whatsoever which may
                  be brought against the Trustee or which it may suffer or incur
                  as a result of or arising out of the performance of its duties
                  and obligations under this Indenture, including any and all
                  legal fees and disbursements of whatever kind or nature, save
                  only in the event of the negligent action, the negligent
                  failure to act, or the wilful misconduct or bad faith of the
                  Trustee. It is understood and agreed that this indemnification
                  shall survive the termination or discharge of this Indenture
                  or the resignation or removal of the Trustee.

9.8               REPLACEMENT OF TRUSTEE

         (a)      The Trustee may resign its trusts and be discharged from all
                  further duties and liabilities hereunder, except as provided
                  in this Section 9.8, by giving to the Corporation and the
                  Offered Warrantholders not less than thirty (30) days' notice
                  in writing or, if a new Trustee has been appointed, such
                  shorter notice as the Corporation accepts as sufficient.

         (b)      The Offered Warrantholders by Special Resolution may at any
                  time remove the Trustee and appoint a new Trustee.


<PAGE>
                                     - 37 -


         (c)      If the Trustee resigns or is removed or is dissolved, the
                  Corporation will forthwith appoint a new Trustee unless a new
                  Trustee has already been appointed by the Offered
                  Warrantholders.

         (d)      Failing such appointment by the Corporation the retiring
                  Trustee or any Offered Warrantholder may apply to the Supreme
                  Court of British Columbia (the "COURT"), on such notice as the
                  Court directs, for the appointment of a new Trustee at the
                  Corporation's expense.

         (e)      Any new Trustee so appointed by the Corporation or by the
                  Court will be subject to the provisions of this Section 9.8.

         (f)      If a Trustee has been appointed by the Corporation or the
                  Court, the Corporation may at any time on sixty (60) days
                  written notice (or such shorter period as may be agreed)
                  terminate the appointment of the Trustee hereunder provided
                  always that no such termination shall take effect until a new
                  Trustee has been appointed by the Corporation on the terms set
                  out herein and the new Trustee has acquired any property then
                  being held by the retiring Trustee pursuant hereto.

         (g)      Any new Trustee appointed under any provision of this Section
                  9.8 must be a corporation authorized to carry on the business
                  of a trust company in British Columbia, Alberta, Quebec and
                  Ontario and, if required by the Applicable Legislation of any
                  other province, in such other province.

         (h)      Notice of such change of the Trustee shall be given by the
                  Corporation to the Offered Warrantholders within thirty (30)
                  days of the appointment of the successor Trustee hereunder.

         (i)      If the appointment of the Trustee hereunder terminates for
                  whatever reason, the Trustee shall, on the date on which such
                  termination takes effect and upon payment of all outstanding
                  fees and expenses, deliver to the successor Trustee the
                  Register and all other books and records maintained by it
                  pursuant to this Indenture, together with all other property
                  held by it hereunder. As from that time the successor Trustee
                  shall be substituted for its predecessor for all purposes
                  hereof and shall be vested with the same powers, rights,
                  duties and responsibilities as if it had been originally named
                  herein as Trustee without any further assurance, conveyance,
                  act or deed, but there will be immediately executed all such
                  conveyances or other instruments as are in the opinion of
                  counsel necessary or advisable for the purpose of assuring
                  such powers, rights, duties and responsibilities of the new
                  Trustee. Any expense payable as a result of the termination of
                  such appointment shall be paid by the Corporation.

         (j)      A corporation into or with which the Trustee is merged or
                  consolidated or amalgamated, or a corporation succeeding to
                  the trust business of the Trustee, will be the successor to
                  the Trustee hereunder without any further act on its part or
                  on the part of any party hereto if such corporation would be
                  eligible for appointment as a new Trustee under subsection (e)
                  of this Section 9.8.


<PAGE>
                                     - 38 -


         (k)      A Offered Warrant Certificate certified but not delivered by a
                  predecessor Trustee may be delivered by the new or successor
                  Trustee in the name of the predecessor Trustee.

9.9               CONFLICT OF INTEREST

                  The Trustee, in its personal or any other capacity, may buy,
lend upon and deal in shares in the capital of the Corporation and in the
Offered Warrants and generally may contract and enter into financial
transactions with the Corporation or any related corporation without being
liable to account for any profit made thereby; however, the Trustee represents
to the Corporation that at the time of the execution and delivery hereof no
material conflict of interest exists between its role as a fiduciary hereunder
and its role in any other capacity, and if a material conflict of interest
arises hereafter it will, within ninety (90) days after ascertaining that it has
such material conflict of interest, either eliminate the conflict of interest or
resign its trusts hereunder.

9.10              ACCEPTANCE OF TRUST

                  The Trustee hereby accepts the trusts in this Indenture
declared and provided for and agrees to perform the same upon the terms and
conditions herein set forth.

9.11              PRIVACY LAWS

                  The parties acknowledge that federal and provincial
legislation that addresses the protection of individuals' personal information
(collectively, "PRIVACY LAWS") applies to obligations and activities under this
Indenture. Despite any other provision of this Indenture, neither party shall
take or direct any action that would contravene, or cause the other to
contravene, applicable Privacy Laws. The Corporation shall, prior to
transferring or causing to be transferred personal information to the Trustee,
obtain and retain required consents of the relevant individuals to the
collection, use and disclosure of their personal information, or shall have
determined that such consents either have previously been given upon which the
parties can rely or are not required under the Privacy Laws. The Trustee shall
use commercially reasonable efforts to ensure that its services hereunder comply
with Privacy Laws. Specifically, the Trustee agrees: (a) to have a designated
chief privacy officer; (b) to maintain policies and procedures to protect
personal information and to receive and respond to any privacy complaint or
inquiry; (c) to use personal information solely for the purposes of providing
its services under or ancillary to this Agreement and not use it for any other
purpose except with the consent of or direction from the Corporation or the
individual involved; (d) not to sell or otherwise improperly disclose personal
information to any third party; and (e) to employ administrative, physical and
technological safeguards to reasonably secure and protect personal information
against loss, theft, or unauthorized access, use or modification.


<PAGE>
                                     - 39 -


                                   ARTICLE 10
                                     GENERAL

10.1     NOTICE TO CORPORATION AND TRUSTEE

         (a)      Any notice to be given by the Corporation or the Trustee shall
                  be in writing and signed by an authorized signatory of the
                  party giving the notice. Any such notice shall be addressed to
                  the relevant party at its address as given below or at such
                  other address as may be noted from time to time in accordance
                  with this Section 10.1.

                  Any such notice to the Corporation shall be addressed to:

                  Spectrum Signal Processing Inc.
                  Suite 200, 2700 Production Way
                  Burnaby, British Columbia V5A 4X1

                  Attention: Pascal Spothelfer
                  Facsimile: (604) 421-1764

                  Any such notice to the Trustee shall be addressed to:

                  Computershare Trust Company of Canada
                  510 Burrard Street
                  Vancouver, British Columbia V6C 3B9

                  Attention:  Nicole Clement
                  Facsimile: (604) 661-9480

                  Any such notice shall, unless delivered personally to a
                  responsible officer of the addressee, be given by courier
                  service or facsimile and shall be deemed to have been given
                  when actually received.

         (b)      Any and all notices to any party hereto shall be deemed to
                  have been duly given on the day of delivery if personally
                  delivered to a responsible officer of the addressee, provided
                  such day is a Business Day and, if such day is not a Business
                  Day, on the next succeeding Business Day.

10.2              NOTICE AND DELIVERY TO OFFERED WARRANTHOLDERS

         (a)      Unless herein otherwise expressly provided, a notice to be
                  given hereunder to Offered Warrantholders will be deemed to be
                  validly given if the notice is sent by ordinary surface or air
                  mail, postage prepaid, addressed to the Offered Warrantholders
                  or delivered (or so mailed to certain Offered Warrantholders
                  and so delivered to the other Offered Warrantholders) at their
                  respective addresses appearing in the Register, and if in the
                  case of joint holders of any Offered Warrant more than one
                  address appears on the Register in respect of the joint
                  holding, the notice must be addressed or delivered, as the
                  case may be, only to the

<PAGE>
                                     - 40 -


                  address of the First Named, provided, however, that if, by
                  reason of a strike, lockout or other work stoppage, actual or
                  threatened, involving Canadian postal employees, the notice
                  could reasonably be considered unlikely to reach or likely to
                  be delayed in reaching its destination, the notice will be
                  valid and effective only if it is so delivered or transmitted
                  by facsimile.

         (b)      A notice so given by mail or so delivered will be deemed to
                  have been given on the fourth Business Day after it has been
                  mailed or on the day on which it has been delivered or
                  transmitted by facsimile, provided such day is a Business Day
                  and, if such day is not a Business Day, on the next succeeding
                  Business Day, as the case may be. In determining under any
                  provision hereof the date when notice of a meeting or other
                  event must be given, the date of giving notice will be
                  included and the date of the meeting or other event will be
                  excluded. Accidental error or omission in giving notice or
                  accidental failure to mail notice to any Offered Warrantholder
                  will not invalidate any action or proceeding founded thereon.

         (c)      Any and all documents (other than Offered Warrant
                  Certificates) to be sent to any Offered Warrantholder may be
                  given or sent to the address shown on the Register by
                  registered mail and shall be deemed to be received (if given
                  or sent in such a manner) two days after mailing. Any Offered
                  Warrant Certificate or payments made hereunder shall be sent
                  by registered and/or insured mail.

         (d)      Whenever payments are to be made or documents are to be sent
                  to any Offered Warrantholder by the Trustee, by the
                  Corporation or by an Offered Warrantholder to the Trustee or
                  to the Corporation, then if such payment is made or such
                  document is sent by mail, such payment or document shall be so
                  sent at the risk of the Offered Warrantholder.

10.3              COUNTERPARTS

                  This Indenture may be executed in counterparts, each of which
when so executed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument, and notwithstanding the
date of their execution will be deemed to be dated as of March 23, 2004.

10.4              MULTIPLE CLOSINGS

                  The Offered Warrants may be issued pursuant to the terms of
this Indenture at one or more closing upon the joint notice of the Corporation
and the Agents to the Trustee. Any Offered Warrants issued pursuant to this
Indenture after March 23, 2004 shall be subject to the same terms and conditions
as any other Offered Warrants issued under this Indenture and the Trustee shall,
upon written direction of the Corporation, certify any Offered Warrants
Certificates representing such Offered Warrants in accordance with Section 2.7
hereof.

10.5              SATISFACTION AND DISCHARGE OF INDENTURE

                  On the earlier of:


<PAGE>
                                     - 41 -


         (a)      the date by which there has been delivered to the Trustee for
                  exercise, surrender for cancellation or destruction all
                  Offered Warrant Certificates theretofore certified hereunder;
                  or

         (b)      the Expiry Time;

and if all certificates representing Common Shares required to be issued in
compliance with the provisions hereof have been issued and delivered hereunder
or to the Trustee in accordance with such provisions, this Indenture will cease
to be of further effect and, on demand of and at the cost and expense of the
Corporation and on delivery to the Trustee of a certificate of the Corporation
stating that all conditions precedent to the satisfaction and discharge of this
Indenture have been complied with and on payment to the Trustee of the fees and
other remuneration payable to the Trustee, the Trustee will execute proper
instruments acknowledging satisfaction of and discharging this Indenture. Any
failure on the part of the Corporation or the Trustee to give any such notice
shall not affect the rights of Offered Warrantholders.

10.6              ANTI-MONEY LAUNDERING

                  The Trustee shall retain the right not to act and shall not be
liable for refusing to act if, due to a lack of information or for any other
reason whatsoever, the Trustee, in its sole judgment, determines that such act
might cause it to be in non-compliance with any applicable anti-money laundering
or anti-terrorist legislation, regulation or guideline. Further, should the
Trustee, in its sole judgment, determine at any time that its acting under this
Indenture has resulted in its being in non-compliance with any applicable
anti-money laundering or anti-terrorist legislation, regulation or guideline,
then it shall have the right to resign on 10 days written notice to the
Corporation, provided (i) that the Trustee's written notice shall describe the
circumstances of such non-compliance; and (ii) that if such circumstances are
rectified to the Trustee's satisfaction within such 10 day period, then such
resignation shall not be effective.

10.7              SOLE BENEFIT OF PARTIES AND OFFERED WARRANTHOLDERS

                  Nothing in this Indenture or the Offered Warrant Certificates,
expressed or implied, will give or be construed to give to any person other than
the parties hereto and the Offered Warrantholders, as the case may be, any legal
or equitable right, remedy or claim under this Indenture or the Offered Warrant
Certificates, or under any covenant or provision herein or therein contained,
all such covenants and provisions being for the sole benefit of the parties
hereto and the Offered Warrantholders.


<PAGE>
                                     - 42 -


         IN WITNESS WHEREOF this Offered Warrant Indenture has been executed and
delivered as of the date first before written.



                                     SPECTRUM SIGNAL PROCESSING INC.

                                     Per: /s/ Pascal Spothelfer
                                          --------------------------------------

                                     COMPUTERSHARE TRUST COMPANY OF CANADA


                                     Per: /s/ Nicole Clement
                                          --------------------------------------

                                     Per: /s/ June Glover
                                          --------------------------------------




<PAGE>



           THIS IS SCHEDULE "A" TO THE OFFERED WARRANT INDENTURE MADE AS
           OF MARCH 23, 2004 BETWEEN SPECTRUM SIGNAL PROCESSING INC. AND
           COMPUTERSHARE TRUST COMPANY OF CANADA AS TRUSTEE.


THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS
EXERCISED BY 4:30 P.M. (VANCOUVER TIME) ON OR BEFORE SEPTEMBER 23, 2005.

WITHOUT THE PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE
WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE AND THE COMMON SHARES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE
SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES
OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF
A CANADIAN RESIDENT UNTIL JULY 24, 2004.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE JULY 24, 2004.

[CERTIFICATES HELD BY HOLDERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT) SHALL ALSO BEAR THE FOLLOWING LEGEND]

         THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
         SECURITIES ACT OF 1933 (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD
         WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
         PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE
         UNTIL 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND
         CLOSING DATE, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S
         UNDER THE 1933 ACT. TERMS USED HEREIN HAVE THE MEANING GIVEN TO THEM IN
         REGULATION S.

[CERTIFICATES HELD BY HOLDERS WHO ARE U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) SHALL ALSO BEAR THE FOLLOWING LEGEND]

         THE WARRANTS REPRESENTED HEREBY AND THE COMMON SHARES ISSUABLE UPON
         EXERCISE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT").
         THESE WARRANTS MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
         ONLY (A) TO THE CORPORATION, (B) IN A TRANSACTION OUTSIDE THE UNITED
         STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
         SECURITIES ACT, OR (C) IN A TRANSACTION EXEMPT FROM THE REGISTRATION
         REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE
         SECURITIES LAWS. IN CONNECTION WITH

<PAGE>
                                     - 2 -

         ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (C), THERE MUST BE
         FURNISHED TO THE CORPORATION A WRITTEN OPINION OF COUNSEL REASONABLY
         ACCEPTABLE TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS
         EXEMPT FROM THE REGISTRATION REQUIREMENTS OF ALL APPLICABLE UNITED
         STATES FEDERAL AND STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE
         MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON
         STOCK EXCHANGES IN CANADA AND, IN CONNECTION WITH ANY SALE OF SUCH
         WARRANTS PURSUANT TO THE FOREGOING CLAUSE (B) AT A TIME WHEN THE
         CORPORATION IS A "FOREIGN ISSUER" AS DEFINED IN RULE 902 UNDER THE U.S.
         SECURITIES ACT, THE LEGEND MAY BE REMOVED BY PROVIDING A DECLARATION TO
         THE CORPORATION'S TRANSFER AGENT IN SUCH FORM AS THE CORPORATION MAY
         REASONABLY PRESCRIBE, TO THE EFFECT THAT THE SALE OF THE WARRANTS IS
         BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
         SECURITIES ACT.



                               WARRANT CERTIFICATE

                         SPECTRUM SIGNAL PROCESSING INC.
                     (Incorporated under the laws of Canada)

                                       ___________ WARRANTS, each entitling the
                                       holder to acquire, subject to adjustment
WARRANT                                and without payment of any additional
CERTIFICATE NO.                        consideration, one Common Share at a
                                       price of Cdn.$1.50 per share for each
                                       whole Offered Warrant represented hereby.

                           THIS IS TO CERTIFY THAT [O]

(hereinafter referred to as the "holder") is entitled to acquire in the manner
and subject to the restrictions and adjustments set forth herein, at any time
and from time to time until 4:30 p.m. (Vancouver time) (the "Expiry Time") on
September 23, 2005 (the "Expiry Date"), one fully paid and non-assessable common
share ("Common Share") without nominal or par value of SPECTRUM SIGNAL
PROCESSING INC. (the "Corporation"), as such shares were constituted on March
23, 2004 at an exercise price of Cdn.$1.50, subject to adjustment as described
below (the "Exercise Price") for each Offered Warrant represented hereby.

                  The Offered Warrants represented by this certificate are
issued under and pursuant to an Offered Warrant Indenture (hereinafter referred
to as the "Indenture") made as of March 23, 2004 between the Corporation and
Computershare Trust Company of Canada (the "Trustee"). Reference is made to the
Indenture and any instruments supplemental thereto for a

<PAGE>
                                     - 3 -


full description of the rights of the holders of the Offered Warrants and the
terms and conditions upon which the Offered Warrants are, or are to be, issued
and held, with the same effect as if the provisions of the Indenture and all
instruments supplemental thereto were herein set forth. By acceptance hereof,
the holder assents to all provisions of the Indenture. In the event of a
conflict between the provisions of this Offered Warrant Certificate and the
Indenture, the provisions of the Indenture shall govern. Capitalized terms used
in the Indenture have the meaning herein as therein, unless otherwise defined.

                  The right to acquire Common Shares may be exercised by the
holder within the time set forth above by:

         (a)      duly completing and executing the Offered Warrant Exercise
                  Form attached hereto; and

         (b)      surrendering this Offered Warrant Certificate to the Trustee
                  together with a certified cheque, bank draft or money order,
                  in lawful money of Canada payable to or to the order of the
                  Corporation at par at the principal offices of the Trustee in
                  the cities of Calgary or Toronto or Vancouver for the Exercise
                  Price for the Common Shares subscribed for.

                  These Offered Warrants shall be deemed to be surrendered only
upon personal delivery hereof or, if sent by mail or other means of
transmission, upon actual receipt thereof by the Trustee at either office
referred to above.

                  Upon surrender of these Offered Warrants, the person or
persons in whose name or names the Common Shares issuable upon exercise of the
Offered Warrants are to be issued shall be deemed for all purposes (except as
provided in the Indenture) to be the holder or holders of record of such Common
Shares and the Corporation has covenanted that it will (subject to the
provisions of the Indenture) cause a certificate or certificates representing
such Common Shares to be delivered or mailed to the person or persons at the
address or addresses specified in the Offered Warrant Exercise Form within three
(3) Business Days of the receipt of this Offered Warrant Certificate, the
Exercise Price and the Offered Warrant Exercise Form duly completed.

                  The registered holder of these Offered Warrants may acquire
any lesser number of Common Shares than the number of Common Shares which may be
acquired for the Offered Warrants represented by this Offered Warrant
Certificate. In such event, the holder shall be entitled to receive a new
Offered Warrant Certificate for the balance of the Common Shares which may be
acquired. Any fractional entitlements will be rounded down to the nearest whole
number.

                  These Offered Warrants and the Common Shares issuable upon
exercise of the Offered Warrants have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"). These Offered Warrants may be offered, sold, pledged or otherwise
transferred only (A) to the Corporation, (B) in a transaction outside the United
States in compliance with Rule 904 of Regulation S under the U.S. Securities
Act, or (C) in a transaction exempt from the registration requirements under the
U.S. Securities Act and any applicable state securities laws. In connection with
any transfer pursuant to the foregoing clause

<PAGE>
                                     - 4 -


(C), there must be furnished to the Corporation a written opinion of counsel
reasonably acceptable to the Corporation to the effect that such transfer is
exempt from the registration requirements of all applicable United States
federal and state securities laws. Any person in the United States or "U.S.
person" as defined in Regulation S under the U.S. Securities Act, that transfers
Offered Warrants outside the United States in accordance with Rule 904 of
Regulation S must execute a Declaration in the form attached hereto as Exhibit A
to this Offered Warrant Certificate. A Offered Warrantholder that either (i) is
at the time of exercise of these Offered Warrants in the United States, (ii) is
a "U.S. person" as defined in Regulation S under the U.S. Securities Act, or
(iii) that executes or delivers the Offered Warrant Exercise Form in the United
States, must sign and deliver a letter in the form attached hereto as Exhibit B
to the Offered Warrant Certificate.

                  In the event of any alteration of the Common Shares, including
any subdivision, consolidation or reclassification, and in the event of any form
of reorganization of the Corporation, including any amalgamation, merger or
arrangement, an adjustment shall be made to the terms of the Offered Warrants
such that the holders of Offered Warrants shall, upon exercise of the Offered
Warrants following the occurrence of any of those events, be entitled to receive
the same number and kind of securities that they would have been entitled to
receive had they exercised their Offered Warrants immediately prior to the
occurrence of those events, provided that no fractional shares will be issued.
The Indenture also provides that the exercise price per Common Share is subject
to adjustment in certain events.

                  The registered holder of this Offered Warrant Certificate may,
at any time prior to the Expiry Time, upon surrender hereof to the Trustee at
its principal offices in the cities of Calgary or Toronto or Vancouver, exchange
this Offered Warrant Certificate for other Offered Warrant Certificates
entitling the holder to acquire, in the aggregate, the same number of Common
Shares as may be acquired under this Offered Warrant Certificate.

                  The holding of the Offered Warrants evidenced by this Offered
Warrant Certificate shall not constitute the holder hereof a shareholder of the
Corporation or entitle the holder to any right or interest in respect thereof
except as expressly provided in the Indenture and in this Offered Warrant
Certificate.

                  The Indenture provides that all holders of Offered Warrants
shall be bound by any resolution passed at a meeting of the holders held in
accordance with the provisions of the Indenture and resolutions signed by the
holders of Offered Warrants entitled to acquire a specified majority of the
Common Shares which may be acquired pursuant to all then outstanding Offered
Warrants.

                  The Offered Warrants evidenced by this Offered Warrant
Certificate may be transferred on the register kept at the offices of the
Trustee by the registered holder hereof or its legal representatives or its
attorney duly appointed by an instrument in writing in form and execution
satisfactory to the Trustee, upon compliance with the conditions prescribed in
the Indenture and upon compliance with such reasonable requirements as the
Trustee may prescribe.

                  This Offered Warrant Certificate shall not be valid for any
purpose whatever unless and until it has been certified by or on behalf of the
Trustee.


<PAGE>
                                     - 5 -


                  Time shall be of the essence hereof.

                  IN WITNESS WHEREOF the Corporation has caused this Offered
Warrant Certificate to be signed by its duly authorized officer as of March 23,
2004.

                                     SPECTRUM SIGNAL PROCESSING INC.


                                     Per: /s/ Pascal Spothelfer
                                          --------------------------------------



Certified by:
COMPUTERSHARE TRUST COMPANY OF CANADA
Trustee

    /s/ Nicole Clement
    ---------------------------------
By: /s/ June Glover
    ---------------------------------








<PAGE>



                              TRANSFER OF WARRANTS

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers to ___________________________________________ [NAME AND ADDRESS OF
TRANSFEREE], ___________________________________________ [NUMBER OF OFFERED
WARRANTS] Offered Warrants of SPECTRUM SIGNAL PROCESSING INC. registered in the
name of the undersigned on the records of Computershare Trust Company of Canada
represented by the Offered Warrant Certificate attached and irrevocably appoints
Computershare Trust Company of Canada the attorney of the undersigned to
transfer the said securities on the books or register with full power of
substitution.


                  The undersigned hereby certifies the following (CHECK ONE AND
ONLY ONE OF THE FOLLOWING BOXES THAT IS APPLICABLE):

            A    [ ]    that the transfer of these securities is not being made
to, and the offer of these securities was not made to, a person in the United
States or a U.S. Person, as such terms are defined in Regulation S under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act")

            B    [ ]    that the transfer of these securities is being made in
accordance with, and pursuant to, an exemption from registration under the U.S.
Securities Act and any applicable state securities laws.

             DATED the _____________ day of _______________ , 200 __




-------------------------------------    ---------------------------------------
Signature Guaranteed                     (Signature of Offered Warrantholder)


                                         ---------------------------------------
                                         Name of Offered Warrantholder


                                         ---------------------------------------
                                         Address of Offered Warrantholder


Instructions:

1.       Signature of the Offered Warrantholder must be the signature of the
         person appearing on the face of this Offered Warrant Certificate.

2.       If the Transfer Form is signed by a trustee, executor, administrator,
         curator, guardian, attorney, officer of a corporation or any person
         acting in a fiduciary or representative capacity, the certificate must
         be accompanied by evidence of authority to sign satisfactory to the
         Trustee and the Corporation.

3.       The signature on the Transfer Form must be guaranteed by a Schedule A
         major chartered bank/trust company, or a member of an acceptable
         Medallion Guarantee Program. The guarantor must affix a stamp bearing
         the actual words "Signature Guaranteed". Please note signature
         guarantees are not accepted from Treasury Branches or Credit Unions

<PAGE>
                                     - 2 -


         unless they are members of the Stamp Medallion Program. Please note
         that in the United States, signature guarantees must be done by members
         of the Medallion Signature Guarantee Program only.

4.       If the Offered Warrant Certificate contains a restrictive legend
         relating to the U.S. Securities Act and Box A above is checked, this
         transfer form must be accompanied by a completed and executed
         declaration for removal of legend in the form attached as Exhibit A to
         the Offered Warrant Certificate.

5.       If Box B above is checked, Spectrum Signal Processing Inc. must be
         provided a written opinion of legal counsel reasonably satisfactory to
         Spectrum Signal Processing Inc. to the effect that the proposed
         transfer may be effected without registration under the U.S. Securities
         Act and any applicable state securities laws. In connection with any
         such proposed transfer of the Offered Warrants, Spectrum Signal
         Processing Inc. may request such further information as may be
         necessary to determine whether such transfers are being made: (i) to
         "accredited investors" as such terms is defined in Regulation D under
         the U.S. Securities Act; (ii) in accordance with, and pursuant to, an
         exemption from registration under the U.S. Securities Act and any
         applicable state securities laws and (iii) otherwise in compliance with
         applicable securities laws.


<PAGE>

                                  EXERCISE FORM

TO:                     SPECTRUM SIGNAL PROCESSING INC. (The "Corporation")

AND TO:                 Computershare Trust Company of Canada (The "Trustee")

DELIVER TO:             100 University Avenue
                        8th Floor
                        Toronto, Ontario  M5J 2Y1

                        or

                        Suite 710, Western Gas Tower 530 - 8th Avenue S.W.
                        Calgary, Alberta T2P 3S8

                        or

                        510 Burrard Street
                        2nd Floor
                        Vancouver, British Columbia V6C 3B9

                        or

                        1500 University Street
                        7th Floor
                        Montreal Quebec H3A 3S8

                  The undersigned hereby exercises the right to acquire Common
Shares of SPECTRUM SIGNAL PROCESSING INC. as constituted on March 23, 2004 (or
such number of other securities or property to which such Offered Warrants
entitle the undersigned in lieu thereof or in addition thereto under the
provisions of the Indenture referred to in the accompanying Offered Warrant
Certificate) in accordance with and subject to the provisions of such Indenture.

         The Common Shares (or other securities or property) are to be issued as
         follows:

         Name:
              ------------------------------------------------------------------
              (print clearly)

         Address in full:
                         -------------------------------------------------------

         -----------------------------------------------------------------------
         Social Insurance Number:
                                 -----------------------------------------------
         Number of Common Shares:
                                 -----------------------------------------------

         Note: If further nominees intended, please attach (and initial)
         schedule giving these particulars. The undersigned holder hereby
         represents and certifies as follows (CHECK ONE AND ONLY ONE OF THE
         FOLLOWING BOXES THAT IS APPLICABLE):

         A. [ ] The undersigned holder (i) at the time of exercise of these
         Offered Warrants is not in the United States; (ii) is not a "U.S.
         person" as defined in Regulation S under the United States Securities
         Act of 1933, as amended (the "U.S. Securities Act") and is not
         exercising these Offered Warrants on behalf of a "U.S. person," or a

<PAGE>

                                     - 2 -

         person in the United States, and (iii) did not execute or deliver this
         Offered Warrant Exercise Form in the United States.

         B. [ ] The undersigned holder is either: (A) an Original U.S.
         Purchaser, as such term is defined in the Indenture, and each
         representation, warranty and covenant made by the undersigned in the
         Subscription Agreement entered into by and between the undersigned and
         the Corporation, pursuant to which the undersigned purchased Units is
         true and correct as of the date hereof, or (B) a U.S. person, or a
         person in the United States, that has acquired these Offered Warrants
         in a transaction exempt from registration under the U.S. Securities Act
         where such transfer was in compliance with the Indenture and any
         applicable state securities laws and has signed and delivered a letter
         in the form attached hereto as Exhibit B to the Offered Warrant
         Certificate.


             DATED the _____________ day of _______________ , 200 __



-------------------------------------    ---------------------------------------
Signature Guaranteed                     (Signature of Offered Warrantholder)

                                         ---------------------------------------
                                         Print full name

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

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

                                         Print full address
                                         ---------------------------------------

Instructions:

1.       The registered holder may exercise its right to receive Common Shares
         by completing this form and surrendering this form and the Offered
         Warrant Certificate representing the Offered Warrants being exercised
         together with the exercise price to Computershare Trust Company of
         Canada at its principal offices at 100 University Avenue, 8th Floor,
         Toronto, Ontario M5J 2Y1, Suite 710 Western Gas Tower, 530 - 8th Avenue
         S.W., Calgary, Alberta, T2P 3S8, 510 Burrard Street, 2nd Floor,
         Vancouver, British Columbia, V6C 3B9 or 1500 University Street, 7th
         Floor, Montreal Quebec H3A 3S8 Certificates for Common Shares will be
         delivered or mailed within three (3) business days after the exercise
         of the Offered Warrants.

2.       If the Offered Warrant Exercise Form indicates that Common Shares are
         to be issued to a person or persons other than the registered holder of
         the Certificate the signature of such holder must be guaranteed by a
         Schedule A major chartered bank/trust company, or a member of an
         acceptable Medallion Guarantee Program. The guarantor must affix a
         stamp bearing the actual words "Signature Guaranteed". Please note
         signature guarantees are not accepted from Treasury Branches or Credit
         Unions unless they are members of the Stamp Medallion Program. Please
         note that in the United States, signature guarantees must be done by
         members of the Medallion Signature Guarantee Program only.

3.       If the Offered Warrant Exercise Form is signed by a trustee, executor,
         administrator, curator, guardian, attorney, officer of a corporation or
         any person acting in a fiduciary or representative capacity, the
         certificate must be accompanied by evidence of authority to sign
         satisfactory to the Trustee and the Corporation.

4.       Certificates representing Common Shares will not be registered or
         delivered to an address in the United States unless Box B above is
         checked.




<PAGE>
                                     - 3 -


5.       If Box B above is checked, the certificate representing the Common
         Shares will bear a legend in the form set forth in the Indenture
         restricting transfer without registration under the U.S. Securities Act
         and applicable state securities laws unless an exemption from
         registration is available.

<PAGE>

                                    EXHIBIT A

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:      COMPUTERSHARE TRUST COMPANY OF CANADA
         as registrar and transfer agent for Common Shares and Offered Warrants
of SPECTRUM SIGNAL PROCESSING INC.

The undersigned (a) acknowledges that the sale of the securities of SPECTRUM
SIGNAL PROCESSING INC. (the "Corporation") to which this declaration relates is
being made in reliance on Rule 904 of Regulation S under the United States
Securities Act of 1933, as amended (the "1933 Act") and (b) certifies that (1)
the undersigned is not an affiliate of the Corporation as that term is defined
in the 1933 Act, (2) the offer of such securities was not made to a person in
the United States and either (A) at the time the buy order was originated, the
buyer was outside the United States, or the seller and any person acting on its
behalf reasonably believed that the buyer was outside the United States, or (B)
the transaction was executed in, on or through the facilities of The Toronto
Stock Exchange or the TSX Venture Exchange or any other designated offshore
securities market as defined in Regulation S under the 1933 Act and neither the
seller nor any person acting on its behalf knows that the transaction has been
prearranged with a buyer in the United States, (3) neither the seller nor any
affiliate of the seller nor any person acting on any of their behalf has engaged
or will engage in any directed selling efforts in the United States in
connection with the offer and sale of such securities, (4) the sale is bona fide
and not for the purpose of "washing off" the resale restrictions imposed because
the securities are "restricted securities" (as such term is defined in Rule
144(a)(3) under the 1933 Act), (5) the seller does not intend to replace the
securities sold in reliance on Rule 904 of the 1933 Act with fungible
unrestricted securities and (6) the contemplated sale is not a transaction, or
part of a series of transactions which, although in technical compliance with
Regulation S, is part of a plan or scheme to evade the registration provisions
of the 1933 Act. Terms used herein have the meanings given to them by Regulation
S.

Dated:
      -------------------------------

                                         ---------------------------------------
                                         Name of Seller

                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>



                                    EXHIBIT B

                        FORM OF LETTER TO BE DELIVERED BY
            ORIGINAL U.S. PURCHASER UPON EXERCISE OF OFFERED WARRANTS


SPECTRUM SIGNAL PROCESSING INC.
One Spectrum Court, Suite 200, 2700 Production Way
Burnaby, British Columbia
V5A 4X1

- and to -

Computershare Trust Company of Canada  as registrar and transfer agent
510 Burrard Street
Vancouver, British Columbia
V6C 3B9

Dear Sirs:

         We are delivering this letter in connection with the purchase of common
shares (the "Shares") of SPECTRUM SIGNAL PROCESSING INC., a corporation
incorporated under the laws of Canada (the "Corporation"), upon the exercise of
warrants of the Corporation ("Offered Warrants") issued pursuant to an
Indenture, dated as of March 23, 2004, between the Corporation and Computershare
Trust Company of Canada.

         We hereby confirm that:

         (a)      we are an "accredited investor" within the meaning of Rule 501
                  of Regulation D under the United States Securities Act of 1933
                  (the "U.S. Securities Act");

         (b)      we are purchasing the Shares for our own account;

         (c)      we have such knowledge and experience in financial and
                  business matters that we are capable of evaluating the merits
                  and risks of purchasing the Shares;

         (d)      we are not acquiring the Shares with a view to distribution
                  thereof or with any present intention of offering or selling
                  any of the Shares, except (i) to the Corporation, (ii) outside
                  the United States in compliance with Rule 904 of Regulation S
                  under the U.S. Securities Act or (iii) in a transaction exempt
                  from the registration requirements under the U.S. Securities
                  Act and any applicable state securities laws, provided that in
                  connection with any transfer referred to in clause (iii), a
                  written opinion of counsel reasonably acceptable to the
                  Corporation to the effect that such transfer is exempt from
                  the registration requirements of all applicable United States
                  federal and state securities laws will be provided to the
                  Corporation;


<PAGE>

                                     - 2 -

         (e)      we acknowledge that we have had access to such financial and
                  other information as we deem necessary in connection with our
                  decision to purchase the Shares; and

         (f)      we acknowledge that we are not purchasing the Shares as a
                  result of any general solicitation or general advertising,
                  including advertisements, articles, notices or other
                  communications published in any newspaper, magazine or similar
                  media or broadcast over radio, television, or any seminar or
                  meeting whose attendees have been invited by general
                  solicitation or general advertising.

         We understand that the Shares are being offered in a transaction not
involving any public offering within the United States within the meaning of
U.S. Securities Act and that the Shares have not been and will not be registered
under the U.S. Securities Act. We further understand that any Shares acquired by
us will be in the form of definitive physical certificates and that such
certificates will bear a legend reflecting the substance of paragraph (d) above.

         We acknowledge that you will rely upon our confirmations,
acknowledgements and agreements set forth herein, and we agree to notify you
promptly in writing if any of our representations or warranties herein ceases to
be accurate or complete.



                                     (Name of Purchaser)


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                         Address: