EXHIBIT 4.2
                            FORM OF CONVERTIBLE NOTE

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS  AMENDED, AND NEITHER THE SECURITIES NOR ANY
INTEREST  THEREIN  MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN
THE  ABSENCE  OF  SUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACT AND THE RULES
AND  REGULATIONS  THEREUNDER.

                           GENESIS BIOVENTURES, INC.

                                CONVERTIBLE NOTE
                               DUE APRIL 12, 2005
                        (13 MONTHS FROM THE DATE HEREOF)

No.  1
U.S.  $                                                          March  12, 2004


     FOR  VALUE  RECEIVED,  the  undersigned,  Genesis  Bioventures Inc. (herein
called  the  "Company"),  a corporation organized and existing under the laws of
the  State  of  New  York,  hereby  promises  to  pay  to  the  order  of
_________________________  (the  "Holder")  or registered assigns, the principal
sum  of  $___________________  ($___________) U.S. Dollars on April 12, 2005 (13
months from the date hereof), with interest (computed on the basis of the number
of days actually elapsed and a 360 day year, as applicable on the unpaid balance
thereof  until  the  entire principal hereof shall have become due and paid), at
the  rate  of  ten  (10%) percent per annum payable quarterly on March 31, 2004,
June 30, 2004, September 30, 2004, December 31, 2004, and March 31, 2005, and as
further  provided  in  Section  8  hereof.

1.     Election  to  Purchase  Common  Stock.
       -------------------------------------

     1.1     Right  to  Purchase  Shares/Exercise  Price.  For good and valuable
             -------------------------------------------
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Holder  hereof  shall  have  the  right to convert the entirety of the principal
amount  of this Note, or any portion of this Note outstanding into Shares of the
Company's Common Stock, par value $.0001 per Share, (the "Common Stock"), at the
price  of $0.69 per share (the "Base Exercise Price") or such lesser price as is
equal  to  a  twenty (20%) percent discount to the volume weighted average price
("VWAP") during the twenty (20) trading days preceding the date of exercise (the
"Floating  Price"), provided, however, that in no event shall the Floating Price
be  less  than  forty  ($.40)  cents  per  Share.

     1.2     Adjustment  of  Base Exercise Price and Number of Shares.  The Base
             --------------------------------------------------------
Exercise Price, and number and character of Shares issuable upon exercise of the
Holder's  conversion  rights,  are  subject  to  anti-dilution  adjustment  upon
occurrence  of  the  following  events:


                                     E - 53
<PAGE>

          (a)     Adjustment  for  Stock  Splits,  Stock  Dividends,
                  --------------------------------------------------
Recapitalizations,  etc.  The  Base  Exercise  Price  and  the  number of Shares
-----------------------
issuable  upon  exercise  of  the conversion rights each shall be proportionally
adjusted  to  reflect  any  stock  dividend,  stock  split, reverse stock split,
combination of shares, reclassification, recapitalization or other similar event
altering  the  number  of  outstanding  shares  of  the  Company's Common Stock.

          (b)     Adjustment for Other Dividends and Distributions.  In case the
                  ------------------------------------------------
Company shall make or issue, or shall fix a record date for the determination of
eligible  holders  entitled  to  receive,  a dividend or other distribution with
respect  to  the  Common Stock payable in securities of the Company then, and in
each  such  case, the Holder of the Note on exercise of the conversion rights at
any  time  after  the consummation, effective date or record date of such event,
shall  receive,  in  addition  to the Shares (or such other stock or securities)
issuable  on  such exercise prior to such date, the securities of the Company to
which  such  Note  Holder  would  have been entitled upon such date if such Note
Holder  had  exercised  the  conversion  rights  immediately  prior  thereto.

          (c)     Adjustment  for Capital Reorganization, Consolidation, Merger.
                  -------------------------------------------------------------
If  any  capital  reorganization  of  the  capital  stock of the Company, or any
consolidation  or merger of the Company with or into another corporation, or the
sale  of all or substantially all of the Company's assets to another corporation
shall  be effected in such a way that holders of the Company's Common Stock will
be  entitled  to  receive  stock,  securities  or  assets  with respect to or in
exchange for the Company's Common Stock, then in each such case the Note Holder,
upon the exercise of the conversion rights at any time after the consummation of
such  capital  reorganization, consolidation, merger, or sale, shall be entitled
to  receive,  in  lieu  of the stock or other securities and property receivable
upon  the  exercise  of  such  conversion rights prior to such consummation, the
stock  or other securities or property to which such Note Holder would have been
entitled upon such consummation if such Note Holder had exercised the conversion
rights  immediately  prior  to  the consummation of such capital reorganization,
consolidation  merger,  or  sale.

          (d)     Any  adjustment required hereunder shall be subject to further
adjustment  as provided in this Section 1.2; and in each such case, the terms of
this  Section 1.2 shall be applicable to the shares of stock or other securities
or  property  receivable  by the Note Holder upon the exercise of the conversion
rights.

          (e)     The  Company  shall  provide  the  Note  Holder with a written
report within fifteen (15) days after the end of each fiscal quarter showing the
calculation  of  adjustments  to  the  Base  Exercise  Price.

2.     Manner  of  Conversion.
       ----------------------

     2.1     Conversion.
             ----------

          (a)     This  Note  may  be  converted  in  whole  or  in part, on any
business  day  on or prior to the Expiration Date, subject to earlier redemption
by  the  Company.


                                     E - 54
<PAGE>

          (b)     To  convert  the  Note,  the Note Holder must surrender to the
Company  this  Note  and  deliver  to  the  Company  a  duly  executed Notice of
Conversion  in  the  form attached hereto as Exhibit A, or in such other form as
                                             ---------
may  be  approved by the Company from time to time (the "Notice of Conversion").

          (c)     Upon  any  partial conversion, this Note shall be surrendered,
and  a new Note of like tenor and adjusted amount shall be issued by the Company
to  the  Note  Holder.

          (d)     This  Note  shall be deemed to have been exercised immediately
prior  to  the  close  of  business  on the date of its surrender with Notice of
Conversion  or,  if  such  date  is  not a business day, then as of the close of
business  on  the  next succeeding business day, for exercise as provided above,
and  the person entitled to receive the Shares issuable upon such exercise shall
be  treated  for  all  purposes as the holder of record of such Shares as of the
close  of  business  on  such  deemed  exercise  date.

     2.2     Limitation  on  Exercise.  This Note may not be partially converted
             ------------------------
as  to fewer than one hundred (100) Shares of the Company's Common Stock, unless
it is then exercised as to all Shares as to which this Note is then convertible.

3.     Seniority  of Repayment.     This Note and the obligations of the Company
       -----------------------
hereunder  constitute senior indebtedness of the Company and shall be senior and
prior  in  right  of  repayment  to  all  future  debt  financing, excluding any
commercial  financing  or  future institutional or debt incurred in the ordinary
course  of  business.

4.     Restriction  of  the  Securities.  The Notes and the Shares issuable upon
       --------------------------------
any  conversion  of  the  Notes are subject to restrictions upon transferability
under  the  Securities  Act  of  1933  as  amended (the "Securities Act").  Each
Certificate  representing such Securities shall bear a legend restricting amount
of sale, transfer, hypothecation or other disposition without registration under
     the  Securities  or the written opinion of counsel that registration may be
omitted  in  connection  with  the  proposed  disposition.

5.     Registration.  The  Company  has  agreed  to  register  for resale by the
       ------------
Holder  any  and  all  of  the  Shares  of  Common  Stock  underlying  the  Note
("Conversion  Shares") and associated Warrants ("Warrant Shares") and any Common
Stock issued as a dividend or other distribution with respect to, or in exchange
     for,  or  in  replacement  of,  such  Common  Stock (the Warrant Shares and
Conversion  Shares  are  sometimes  collectively referred to as the "Registrable
Shares").  The  obligations  of the Company in respect of such registration, and
the  Holder's  rights and obligations in respect thereof, shall be governed by a
separate  Registration Rights Agreement to which the Company has committed prior
to  the  issuance  of  this  Note.

6.     Mandatory Redemption.  Promptly after the conclusion of a certain Takeout
       --------------------
     Financing  (as  that  term is defined in the Confidential Private Placement
Memorandum  dated December 1, 2003) or any other equity financing by the Company
in  which  the  Company  realizes  gross  proceeds  of not less than Six Million
($6,000,000)  Dollars,  the Company shall call for prepayment and redemption and


                                     E - 55
<PAGE>

cancellation  all  or any part of this Note at one hundred (110%) percent of the
principal  amount  of  this  Note, plus all accrued interest, provided, however,
that any such redemptions and cancellations may be made by the Company only upon
ten  (10)  business  days  prior  written notice.  The Redemption Date being the
close of business on the tenth (10th) business day following the date the notice
has  been  given to Holders.  Notwithstanding the foregoing, the redemption rate
of  this Note shall be one hundred fifteen (115%) percent of this Note, plus all
accrued  interest,  if  during  the  ten  (10)  business days prior to or at the
Redemption  Date a registration statement with respect to the Registrable Shares
is  not  effective  in  accordance  with  the  Registration  Rights  Agreement.

7.     Optional Redemption.  There is no provision for redemption by the Company
       -------------------
     of this Note at the Company's option.  If any other holder of a Note of the
same  series and type as this Note shall request redemption by the Company prior
to  the  Maturity  Date  or  any  earlier Redemption Date, the Company shall not
redeem  any  such holder's Note without first offering, on ten (10) days notice,
to  redeem  this  Note.  Any  such redemption shall otherwise be governed by the
provisions  of  Section  5  hereof.

8.     Interest  Payments.  All  interest  due  hereunder shall be promptly paid
       ------------------
quarterly  in  arrears,  at  the  rate  of  ten  (10%) percent per annum payable
quarterly  on  March  31,  2004, June 30, 2004, September 30, 2004, December 31,
2004,  and  March 31, 2005.  Interest for each quarterly period shall be paid on
or  before  ten  (10)  days of the quarterly period end.  Subject to the Initial
Closing  (as defined in the Confidential Private Placement Memorandum), interest
shall begin accruing (computed on the basis of the number of days elapsed, and a
     360 day, 12 month, 30 day month basis) in respect of the Note commencing on
the  date  the  Subscription  for the Note and good funds in respect thereof was
received  by  the  Company  or,  if  received  prior  to the Initial Closing, by
Wachovia  Bank  National  Association,  as  Escrow  Agent.

     All  Interest  payments  shall  be made in currency of the United States of
America  or  checks  drawn  on  good funds in United States currency, or, at the
option  of  the Company, in registered Common Stock of the Company.  In the case
of  payment  in  registered  Common  Stock, such Shares will be valued at ninety
(90%)  percent of its Current Market Price in its principal market, ninety-three
(93%) percent if the Current Market Price is at or above Two ($2.00) Dollars per
Share  but less than Five ($5.00) Dollars per Share, and ninety (90%) percent if
the  Current  Market  Price  is at or above Five ($5.00) Dollars per Share.  The
Current  market  Price  is defined as the average of the volume weighted average
price ("VWAP") of the Common Stock for the 20 trading days ending on the trading
day  prior  to  the  trading  day  on  which  such  interest  payment  is  due

9.     Default.  The  occurrence  of  any  of  the  following  events of default
       -------
("Event of Default") shall, at the option of the Holder hereof, make all sums of
     principal  and  interest then remaining unpaid hereon and all other amounts
payable  hereunder  immediately due and payable, all without demand, presentment
or  notice, or grace period, all of which hereby are expressly waived, except as
set  forth  below:

     9.1     Failure to Pay Principal or Interest.  The Company fails to pay any
installment  of principal or interest hereon when due and such failure continues
for  a  period  of  ten  (10)  days  after  the  due  date.


                                     E - 56
<PAGE>

     9.2     Breach  of Covenant.  The Company breaches any material covenant or
other term or condition of this Note or the Registration Rights Agreement in any
material  respect and such breach, if subject to cure, continues for a period of
ten  (10)  days  after  written  notice  to  the  Company  from  the  Holder.

     9.3     Breach  of  Representations  and  Warranties.  Any  material
representation or warranty of the Company made in this Note, in the Registration
Rights Agreement, or in any agreement, statement or certificate given in writing
pursuant  hereto  or in connection therewith shall be false or misleading in any
material  respect.

     9.4     Receiver  or Trustee.  The Company shall make an assignment for the
benefit  of  creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a  receiver  or  trustee  shall  otherwise  be  appointed.

     9.5     Bankruptcy.  Bankruptcy,  insolvency, reorganization or liquidation
proceedings  or  other proceedings or relief under any bankruptcy law or any law
for  the  relief of debtors shall be instituted by or against the Company and if
instituted  against  Company  are  not  dismissed  within 45 days of initiation.

     9.6     Failure  to  Deliver  Common  Stock or Replacement Note.  Company's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required  by  this  Note  or  if  required  a  replacement  Note.

10.     Compliance  with  Laws  and Regulations.  The exercise of the conversion
        ---------------------------------------
rights  under  the Note and the issuance and transfer of Shares shall be subject
to  compliance  by  the  Company  and  the  Note  Holder  with  all  applicable
requirements  of  federal  and  state  securities  laws  and with all applicable
requirements  of  any stock exchange and/or over-the-counter market on which the
Company's  Common  Stock may be listed at the time of such issuance or transfer.

11.     Transfer  and Conversion.  This Note and the rights hereunder may not be
        ------------------------
transferred  in  whole  or  in part without the Company's prior written consent,
which  consent  shall  not  be unreasonably withheld or delivered or whole or in
part  without  the company's prior written consent. If a transfer of all or part
of  this note is permitted as provided in the preceding sentence, then this Note
and  all  rights hereunder may be transferred, in whole or in part, on the books
of the company at the principal office of the Company by the Holder hereof, upon
surrender of this Note properly endorsed. Upon any permitted partial conversion,
the  Company  will  issue  and deliver to the Note Holder a new Note or Notes of
like  tenor with respect to the portion of the Note not so converted. Each taker
and  holder  of  this Note or any portion hereof, by taking or holding the same,
consents  and  agrees  to be bound by the terms, conditions, representations and
Notices  hereof.

12.     Privileges  of  Stock  Ownership.  The  Holder shall not have any of the
        --------------------------------
rights  of a shareholder with respect to any shares until such time, as the Note
has  been  converted  and  the  Common  Stock  issued.


                                     E - 57
<PAGE>

13.     Entire  Obligation.  This  Note  constitutes the entire agreement of the
        ------------------
parties,  and  supersedes  all prior undertakings and agreements with respect to
the  terms  of  the  Company's Note indebtedness to the Holder, and the Holder's
rights  hereunder,  including  conversion  rights.

14.     Notices.  Any  notice  required  to be given or delivered to the Company
        -------
under  the terms of this Note shall be in writing and addressed to the Secretary
of  the  Company  at its principal corporate offices.  Any notice required to be
given  or  delivered to the Note Holder shall be in writing and addressed to the
Note Holder at the address indicated below or at such other address as such Note
     Holder  may  designate  in  writing  from time to time to the Company.  All
notices shall be deemed to have been given or delivered; upon personal delivery;
five  (5)  calendar days after deposit in the United States mail by certified or
registered mail (return receipt requested) with postage thereon prepaid; one (1)
business  day  after  deposit  for next business day delivery with any reputable
return  receipt  express  courier  (prepaid);  or  one  (1)  business  day after
transmission  by  fax  or  telecopier with confirmation of transmission thereof.

15.     Successors  and  Assigns.  This  Note shall be binding upon and inure to
        ------------------------
the  benefit  of  the  successors  and  assigns  of the Company.  Subject to the
restrictions  on  transfer set forth herein, this Note shall be binding upon and
inure  to the benefit of the Note Holder and the Note Holder's heirs, executors,
administrators,  legal  representatives,  successors  and  permitted  assigns.

16.     Governing  Law.  This  Note  shall  be  governed  by  and  construed  in
        --------------
accordance  with  the  laws  of  the  State  of  New  York.

17.     Miscellaneous.
        -------------

     17.1     Payments  of  both  principal  and interest are to be made by wire
transfer  for credit to the account of the Holder, or in such other manner or to
such  other  place  in  the  United States of America as the Holder hereof shall
designate  to  the  Company  in writing, in lawful money of the United States of
America.

     17.2     This  Note  is one of a duly authorized issue of Convertible Notes
of  the  Company  due  April  12,  2005.

     17.3     Surrender.  Upon  surrender  of  this  Note  for  registration  of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed,  by  the  registered  Holder hereof or his attorney duly authorized in
writing,  a  new  Note  for  a  like  principal  amount  will  be issued to, and
registered  in  the  name  of,  the  transferee.  Prior  to  due presentment for
registration  of  transfer,  the Company may treat the person in whose name this
Note  is registered as the owner hereof for the purpose of receiving payment and
for  all  other purposes, and the Company shall not be affected by any notice to
the  contrary.


                                     E - 58
<PAGE>

     17.4     Collection/Attorneys Fees.  Should the indebtedness represented by
this Note or any part thereof be collected in any proceeding provided for in the
Agreement  or  be  placed  in the hands of attorneys for collection, the Company
agrees  to  pay, in addition to the principal, premium, if any, and interest due
and  payable  hereon,  all  costs  of collecting this Note, including reasonable
attorneys  fees  and  expenses.


                              Genesis  Bioventures,  Inc.


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


                                     E - 59
<PAGE>

                            FORM OF WARRANT AGREEMENT

                            GENESIS BIOVENTURES, INC.

                                 FORM OF WARRANT

THE  SECURITIES  REPRESENTED  HEREBY  AND ISSUABLE UPON EXERCISE HEREOF HAVE NOT
                                                                 ======
BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
                                                                      =   = -
UNDER  THE  SECURITIES  LAWS  OF  ANY  STATE.  SUCH  SECURITIES  ARE  SUBJECT TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  THE  ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT  TO  REGISTRATION  THEREUNDER  OR  EXEMPTIONS  FROM  SUCH  REGISTRATION
REQUIREMENTS.  THE  ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER  OR  RESALE  IS  IN  COMPLIANCE  WITH  THE ACT AND ANY APPLICABLE STATE
SECURITIES  LAWS.

                            GENESIS BIOVENTURES INC.
                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                           VOID AFTER  MARCH 12, 2009

     1.     Warrant  to  Purchase  Common  Stock.
            ------------------------------------

          1.1     Warrant  to  Purchase  Shares.  This  warrant (this "Warrant")
                  -----------------------------                       =       =
certifies  that for good and valuable consideration, the receipt and sufficiency
of  which  are hereby acknowledged, __________________ (the "Warrant Holder") is
entitled, effective as of March 12, 2004, subject to the terms and conditions of
this Warrant, to purchase from Genesis Bioventures, Inc., a New York corporation
(the  "Company"),  up  to  a total of ___________ shares (the "Shares")of Common
Stock,  par value $0.0001 per share, of the Company (the "Common Stock"), at the
price  of  $0.83  per share (the "Exercise Price") prior to 5:00 p.m. prevailing
Eastern  time  on  March  12, 2009 (the "Expiration Date").  The Warrant must be
exercised,  if  at all,in whole or in part, any time on or before the Expiration
Date.  Unless  the  context otherwise requires, the term "Shares" shall mean and
include the Common Stock of the Company and other securities and property at any
time  receivable  or issuable upon exercise of this Warrant.  The term "Warrant"
as  used  herein,  shall  include  this  Warrant  and  any warrants delivered in
substitution  or  exchange  therefor  as  provided  herein.

          1.2     Adjustment of Exercise Price and Number of Shares.  The number
                  -------------------------------------------------
and character of Shares issuable upon exercise of this Warrant (or any shares of
stock  or  other  securities or property at the time receivable or issuable upon
exercise  of  this  Warrant)  and  the  Exercise  Price therefor, are subject to
adjustment  upon  occurrence  of  the  following  events:

               (a)     Adjustment  for  Stock  Splits,  Stock  Dividends,
                       --------------------------------------------------
Recapitalizations,  etc.  The  Exercise  Price of this Warrant and the number of
-----------------------
Shares  issuable  upon  exercise  of  this  Warrant each shall be proportionally
adjusted  to  reflect  any  stock  dividend,  stock  split, reverse stock split,
combination of shares, reclassification, recapitalization or other similar event
altering  the  number  of  outstanding  shares  of  the  Company's Common Stock.

               (b)     Adjustment  for  Other  Dividends  and Distributions.  In
                       ----------------------------------------------------
case  the  Company  shall  make  or  issue,  or  shall fix a record date for the


                                     E - 60
<PAGE>

determination  of  eligible  holders  entitled  to  receive, a dividend or other
distribution  with  respect  to  the  Common  Stock payable in securities of the
Company  then,  and  in  each such case, the Warrant Holder, on exercise of this
Warrant  at  any  time  after the consummation, effective date or record date of
such  event,  shall  receive,  in addition to the Shares (or such other stock or
securities)  issuable on such exercise prior to such date, the securities of the
Company  to which such Warrant Holder would have been entitled upon such date if
such  Warrant  Holder  had exercised this Warrant immediately prior thereto (all
subject  to  further  adjustment  as  provided  in  this  Warrant).

               (c)     Adjustment  for  Capital  Reorganization,  Consolidation,
                       ---------------------------------------------------------
Merger.  If  any  capital reorganization of the capital stock of the Company, or
------
any  consolidation or merger of the Company with or into another corporation, or
the  sale  of  all  or  substantially  all  of  the  Company's assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock will be entitled to receive stock, securities or assets with respect to or
in  exchange  for the Company's Common Stock, then in each such case the Warrant
Holder,  upon the exercise of this Warrant at any time after the consummation of
such  capital  reorganization, consolidation, merger, or sale, shall be entitled
to  receive,  in  lieu  of the stock or other securities and property receivable
upon the exercise of this Warrant prior to such consummation, the stock or other
securities  or  property  to  which such Warrant Holder would have been entitled
upon  such  consummation  if  such  Warrant  Holder  had  exercised this Warrant
immediately  prior  to  the  consummation  of  such  capital  reorganization,
consolidation, merger, or sale, all subject to further adjustment as provided in
this  Section  1.2;  and  in  each such case, the terms of this Warrant shall be
applicable  to  the  shares  of stock or other securities or property receivable
upon  the  exercise  of  this  Warrant  after  such  consummation.

               (d)     Adjustment for Warrants Issued in Connection with Takeout
Financing.  If  common stock purchase warrants are issued in connection with the
Takeout  Financing as such term is defined in the Confidential Private Placement
Memorandum  (the  "Memorandum")  dated  December  1, 2003 of the Company and the
exercise  price of such warrants is less than the exercise price of this Warrant
then the Exercise Price shall be adjusted to the exercise price of such warrant.

               (e)     If  the  Registration  Statement  (described herein under
Section  3)  is  not  effective  by  April  30,  2004,  this  will  result  in a
Registration  Rights Reset Event (as defined in the Memorandum) and the exercise
price  of  the  Warrants will be reduced by 5.0% of the then applicable exercise
price  per  share  per  month  or  any  part  thereof  until the registration is
effective.  In  no  event will the cumulative reduction in the exercise price of
the  Warrants  be  greater  than  20% as a result of a Registration Rights Reset
Event.

     2.     Manner  of  Exercise.
            --------------------

          2.1     Exercise  Agreement.  This  Warrant may be exercised, in whole
                  -------------------
or  in  part, on any business day on or prior to the Expiration Date, subject to
earlier  Call by the Company.  To exercise this Warrant, the Warrant Holder must
surrender  to  the  Company  this Warrant and deliver to the Company: (a) a duly
executed exercise agreement in the form attached hereto as Exhibit A, or in such
                                                           ---------
other  form  as  may  be  approved  by  the  Company  from  time  to  time  (the
"WarrantExercise  Agreement");  (b) if applicable, a spousal consent in the form
attached  hereto  as Exhibit B (a "Spousal Consent"); and (c) payment in full of
                     ---------
the  Exercise  Price  for  the  number  of  Shares to be purchased upon exercise
hereof.  If  someone  other than the Warrant Holder exercises this Warrant, then
such  person  must  submit to the Company each of the items set forth in clauses
(a)  through  (c)  of  the foregoing sentence (to the extent applicable) and, in
addition,  must  submit documentation acceptable to the Company that such person
has  the  right to exercise this Warrant.  Upon a partial exercise, this Warrant
shall be surrendered, and a new Warrant of like tenor for purchase of the number
of  remaining  Shares not previously purchased shall be issued by the Company to
the  Warrant  Holder.  This  Warrant  shall  be  deemed  to  have been exercised
immediately  prior  to the close of business on the date of its surrender or, if
such  date  is  not a business day, then as of the close of business on the next


                                     E - 61
<PAGE>

succeeding business day, for exercise as provided above, and the person entitled
to  receive  the  Shares  issuable  upon  such exercise shall be treated for all
purposes  as  the holder of record of such Shares as of the close of business on
such  deemed  exercise  date.

          2.2     Limitations on Exercise.  This Warrant may not be exercised as
                  -----------------------
to  fewer  than one hundred (100) Shares unless it is exercised as to all Shares
as  to  which  this  Warrant  is  then  exercisable.

          2.3     Payment.  The  Exercise Agreement shall be accompanied by full
                  -------
payment  of  the  Exercise  Price  for  the  Shares  being purchased in cash (by
certified  or  cashiers  check  or  wire transfer or other immediately available
funds)  or,  by  such  other  method  and  means to which the Company may in its
absolute  discretion  agree.

          2.4     Tax  Withholding.  Prior  to  the  issuance of the Shares upon
                  ----------------
exercise  of  this  Warrant,  the  Warrant  Holder  must  pay or provide for any
applicable  federal  or  state  withholding  obligations  of  the  Company.

          2.5     Issuance of Shares.  Provided that the Exercise Agreement, the
                  ------------------
spousal  consent, if necessary, and payment have been received by the Company as
provided  in Section 2.3 hereof, the Company shall issue the Shares (adjusted as
provided  herein)  registered  in  the  name  of the Warrant Holder, the Warrant
Holder's  authorized assignee, or the Warrant Holder's legal representative, and
shall  deliver  one  or more certificates representing the Shares as the Warrant
Holder  reasonably  may  request  with  the appropriate legends affixed thereto.

     3.     Registration  of the Shares.  The Shares are subject to registration
            ---------------------------
under  the  Securities  Act  of  1933,  as amended pursuant to that Registration
Rights  Agreement  entered  into  between  the Company and the Warrant Holder in
connection  with  the  sale  and  purchase  of  this  Warrant (the "Subscription
Agreement").

     4.     Compliance  with Laws and Regulations.  The exercise of this Warrant
            -------------------------------------
and  the  issuance  and transfer of Shares shall be subject to compliance by the
Company  and  the Warrant Holder with all applicable requirements of federal and
state securities laws and with all applicable requirements of any stock exchange
and/or over-the-counter market on which the Company's Common Stock may be listed
at  the  time  of  such  issuance  or  transfer.

     5.     Transfer  and  Exchange.  This  Warrant and the rights hereunder may
            -----------------------
not  be  transferred  in  whole  or  in part without the Company's prior written
consent,  which  consent  shall  not  be  unreasonably  withheld, and may not be
transferred  unless  such transfer complies with all applicable securities laws.
If  a  transfer  of  all or part of this Warrant is permitted as provided in the
preceding  sentence,  then  this  Warrant  and  all  rights  hereunder  may  be
transferred,  in  whole  or  in  part,  on the books of the Company or its agent
maintained for such purpose at the principal office of the Company or its agent,
as the case may be, by the Warrant Holder hereof in person or by duly authorized
attorney,  upon  surrender of this Warrant properly endorsed and upon payment of
any  necessary  transfer  tax  or  other  governmental  charge imposed upon such
transfer.  Upon  any  permitted  partial  transfer,  the  Company will issue and
deliver  to  the  Warrant  Holder  a  new Warrant or Warrants of like tenor with
respect to the portion of the Warrant not so transferred.  Each taker and holder
of  this  Warrant or any portion hereof, by taking or holding the same, consents
and  agrees to be bound by the terms, conditions, representations and warranties
hereof,  and,  when  this  Warrant  shall  have  been so endorsed, the person in
possession  of this Warrant may be treated by the Company, and all other persons
dealing  with  this Warrant, as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented hereby, any notice to the
contrary  notwithstanding;  provided,  however  that  until  a  transfer of this
Warrant is duly registered on the books of the Company or its agent, the Company
may  treat  the  holder  of  this  Warrant  as the owner of this Warrant for all
purposes.


                                     E - 62
<PAGE>

     6.     Privileges  of  Stock  Ownership.  The Warrant Holder shall not have
            --------------------------------
any  of  the rights of a shareholder with respect to any Shares until such time,
if any, as the Warrant Holder exercises this Warrant and pays the Exercise Price
in  accordance  with  the  terms of Section 2 hereof and complies with any other
applicable  provisions  of  this  Agreement.

     7.     Entire  Agreement.  The  Warrant  Exercise  Agreement  attached  as
            -----------------
Exhibit  A hereto and, to the extent applicable, the Spousal Consent attached as
Exhibit  B  hereto,  are  incorporated  herein  by reference.  This Warrant, the
Warrant  Exercise  Agreement, the Spousal Consent, to the extent applicable, the
Representations  and Warranties of the Warrant Holder, as Investor, set forth in
the  Subscription  Agreement  and  the  Subscription Agreement otherwise for the
purposes  and to the extent set forth herein, constitute the entire agreement of
the  parties and supersede all prior undertakings and agreements with respect to
the  subject  matter  hereof.

     8.     Notices.  Any  notice  required  to  be  given  or  delivered to the
            -------
Company under the terms of this Warrant shall be in writing and addressed to the
Secretary  of  the  Company  at  its  principal  corporate  offices.  Any notice
required  to be given or delivered to the Warrant Holder shall be in writing and
addressed  to the Warrant Holder at the address indicated below or at such other
address as such Warrant Holder may designate in writing from time to time to the
Company.  All  notices  shall  be  deemed  to have been given or delivered: upon
personal  delivery;  five  (5)  calendar days after deposit in the United States
mail  by  certified  or  registered mail (return receipt requested) with postage
thereon  prepaid;  one  (1)  business  day  after  deposit for next business day
delivery with any reputable return receipt express courier (prepaid); or one (1)
business  day  after  transmission  by  fax  or  telecopier with confirmation of
transmission  thereof.

     9.     Successors  and  Assigns.  This  Warrant  shall  be binding upon and
            ------------------------
inure  to  the benefit of the successors and assigns of the Company.  Subject to
the  restrictions  on  transfer  set forth herein, this Warrant shall be binding
upon  and  inure  to  the benefit of the Warrant Holder and the Warrant Holder's
heirs,  executors,  administrators,  legal  representatives,  successors  and
permitted  assigns.

     10.     Governing  Law.  This Warrant shall be governed by and construed in
             --------------
accordance  with  the  laws  of  the  State  of  New  York.

     11.     Acceptance.  The  Warrant Holder has read and understands the terms
             ----------
of  this  Warrant,  and  accepts  this  Warrant  subject  to  all  the terms and
conditions  hereof.  The  Warrant  Holder acknowledges that there may be adverse
tax  consequences upon exercise of this Warrant or disposition of the Shares and
that  the  Warrant Holder should consult a tax adviser prior to such exercise or
disposition.

     12.     Loss,  Theft, Destruction or Mutilation.Upon receipt by the Company
             ----------------------------------------
of  evidence  satisfactory to it, and the exercise of its reasonable discretion,
of  the ownership and the loss, theft, destruction or mutilation of this Warrant
and,  in  the  case  of  loss,  theft,  destruction  of  indemnity  reasonably
satisfactory  to  the  Company, and in the case of mutilation upon surrender and
cancellation  thereof,  the  Company  will  execute and deliver in lieu thereof,
without expense of the holder a new Warrant of like tenor dated the date hereof.

13.     From  Notice  to  Holders.
        --------------------------

     13.1     Notice of record date.In case: (i) the Company shall take a record
              ----------------------
of  the  holders  of  its common stock (or other stock or securities at the time
receivable  upon the exercise of this Warrant) for the purpose of entitling them
to  receive  any  dividend  (other  than  a  cash dividend payable out of earned
surplus  of the Company) or other distribution, or any right to subscribe for or


                                     E - 63
<PAGE>

purchase any shares of stock of any class or any other securities, or to receive
any  other  rights;  (ii)  of  any  capital  reorganization  of the Company, any
reclassification  of the capital stock of the Company, any consolidation with or
merger  of  the  Company  into  another corporation, or any conveyance of all or
substantially  all of the assets of the Company to another corporation; or (iii)
of  any  voluntary  dissolution, liquidation or winding up of the Company; then,
and  in  such  case  the  Company  will mail or cause to be mailed to the holder
hereof  at  the  time outstanding and notice specifying, as the case may be, (i)
the  date on which your record is to be taken for the purposes of such dividend,
distribution  or  right,  or  (ii)  the  date  on  which  such  reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding  up is to take place, and the time, if any, is to be fixed, as which the
holders  of  record  of  common  stock (or such stock or securities and the time
receivable  upon  exercise  of this Warrant) shall be entitled to exchange their
shares  of  common  stock  (or  such other stock or securities) or securities or
other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation, merger, conveyance, dissolution or winding up.  Such notice shall
be  mailed at least thirty (30) days prior to the record date therein specified,
or  if  no  record  date shall have been specified therein, at least thirty (30)
days  prior  to  such  specified  date.

                            [Signature Page Follows.]


                                     E - 64
<PAGE>

                                COMPANY SIGNATURE
                                -----------------

IN  WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by its
            as  of                   ,  200 .
----------          -----------  ----      -

                              GENESIS  BIOVENTURES,  INC.
                              Signed:
                                      --------------------------------------
                              Printed:
                                      --------------------------------------
                              Title:
                                      --------------------------------------
                              Address:  #1A  -  3033  King  George  Hwy.
                              Surrey,  British  Columbia,  Canada,  V4P  1B8

                            WARRANT HOLDER SIGNATURE

IN  WITNESS  WHEREOF, the Warrant Holder has executed this Warrant or has caused
this  Warrant  to  be  executed  by its __________ as of ___________ ____, 200_.
                                        ----------       ----------- ----     -

                              INDIVIDUAL  WARRANT  HOLDER:
                              Signed:
                                      --------------------------------------
                              Printed:
                                      --------------------------------------
                              Address:
                                      --------------------------------------

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

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

                              WARRANT  HOLDER  THAT  IS  AN  ENTITY
                              Name  of  Entity:
                              Signed:
                                      --------------------------------------
                              Printed:
                                      --------------------------------------
                              Title:
                                      --------------------------------------
                              Address:
                                      --------------------------------------

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

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


                           [SIGNATURE PAGE TO WARRANT]


                                     E - 65
<PAGE>

                                    EXHIBIT A

                            GENESIS BIOVENTURES, INC.
                           WARRANT EXERCISE AGREEMENT




GENESIS  BIOVENTURES,  INC.
#1A  -  3033  King  George  Hwy.
Surrey,  British  Columbia
Canada  V4P  1B8
Attention:  Chief  Financial  Officer

     The  Warrant  Holder  hereby  elects  to purchase the number of shares (the
"Shares")  of  the  Common  Stock,  par  value  $0.0001  per  share,  of Genesis
Bioventures, Inc.  (the "Company"), as set forth below, pursuant to that certain
Warrant  dated  as  of  the  date set forth below (the "Warrant"), the terms and
conditions  of which are hereby incorporated by reference herein (please print):

Warrant Holder:
               -----------------------------------------------------------------
Social  Security  or  Tax  I.D.
                               -------------------------------------------------
No.:
    ----------------------------------------------------------------------------
Address:
        ------------------------------------------------------------------------
Warrant Date:
             -------------------------------------------------------------------
Date  of Exercise:
                  --------------------------------------------------------------
Exercise  Price  Per Share:
                           -----------------------------------------------------
Number  of  Shares  Subject  to  Exercise  and Purchase:
                                                        ------------------------
Total  Exercise Price:
                      ----------------------------------------------------------
Exact  Name  of  Title  to Shares:
                                  ----------------------------------------------

     The  Warrant Holder hereby delivers to the Company the Total Exercise Price
as  follows  (check  and  complete  as  appropriate):

     1.     in  cash in the amount of $       , receipt of which is acknowledged
                                       -------
by  the  Company;


-------------------------------------
Name  of  Warrant  Holder


-------------------------------------
Signature  of  Warrant  Holder


-------------------------------------
Printed  Name


-------------------------------------
Title


                                     E - 66
<PAGE>

                                    EXHIBIT B

                            GENESIS BIOVENTURES, INC.
                                 SPOUSAL CONSENT
                                       TO
                           WARRANT EXERCISE AGREEMENT

     The  undersigned  spouse  of  the Warrant Holder has read, understands, and
hereby  approves  the  Warrant Exercise Agreement between the Warrant Holder and
the  Company  (the "Agreement").  In consideration of the Company's granting the
Warrant  Holder  the right to purchase the Shares as set forth in the Agreement,
the  undersigned  hereby  agrees  to  be  bound irrevocably by the Agreement and
further  agrees that any community property interest shall similarly be bound by
the Agreement.  The undersigned hereby appoints the Warrant Holder as his or her
attorney  in  fact with respect to any amendment or exercise of any rights under
the  Agreement.

Date:
     -------------------                ----------------------------------------
                                        Signature  of  Warrant  Holder's  Spouse

                                        Address:
                                                --------------------------------

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

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


                                     E - 67
<PAGE>