exhib10-1.htm


    
      

      

    

    EXHIBIT 10.1


    MEXORO
MINERALS LTD.

     

    (a
corporation incorporated under the laws of the State of Colorado)

     

    SECURED
CONVERTIBLE DEBENTURE

     

    Date
of
Issue:                                June
18, 2008

     

    Interest
Rate:                                8.0%
per annum

     

    $370,000
(the “Principal
Amount”)

     

    Mexoro Minerals Ltd. (the
“Corporation”) for value
received hereby promises to Paramount Gold and Silver
Corp. (the “Holder”) of 346 Waverley Street, Suite
110, Ottawa, Ontario K2P 0W5 the outstanding Principal Amount on the
Maturity Date as hereinafter defined. The Holder is entitled, subject to such
earlier conversion as may be required hereunder, to convert the Principal Amount
into Conversion Units upon surrender of this Convertible Debenture at an office
of the Corporation. The Corporation shall pay interest on the Principal Amount
outstanding from time to time from the date of this Convertible Debenture or
from the last interest payment date to which interest has been paid on the
Convertible Debenture, whichever is later, at the rate of eight per cent (8%)
per annum. Such interest shall be calculated and payable in accordance with
Article 2 hereof and interest on overdue interest shall be calculated, and shall
be due and payable, in lawful money of the United States of America, in the same
manner and at the same time and place as aforesaid.

     

    Payment
and performance of the Principal Amount, together with interest thereon and any
other indebtedness, liabilities, covenants and obligations of the Corporation to
the Holder arising in respect of this Convertible Debenture and any other
indebtedness, liabilities, covenants and obligations of the Corporation to the
Holder shall constitute Obligations for the purpose of this Convertible
Debenture and the Obligations are secured by the Mexoro Security Agreement and
Sunburst Security Agreement (the “Security Agreements”) and the
security interest granted by the Corporation and Sunburst to the Holder pursuant
to the Security Agreements and all addendums or amendments thereto.

     

    ARTICLE
1

     

    INTERPRETATION

     

    
      	
              1.1  

            	
              Definitions

            


    

     

    In this
Convertible Debenture, unless there is something in the subject matter or
context inconsistent therewith:

     

     “business day” means a day
which is not a Saturday, Sunday or civic or statutory holiday in Ottawa,
Ontario;

     

    “Capital Reorganization” has
the meaning attributed thereto in Section 3.3;

     

    “Common Shares” means shares of
common stock in the capital of the Corporation as such shares exist at the close
of business on the date of execution and delivery of this Convertible
Debenture;

     

    “Conversion Date” has the
meaning attributed thereto in subsection 3.2(3);

     

    “Conversion Price” means the
price per Conversion Unit at which the Convertible Debenture is convertible,
being $0.50 per Conversion Unit;

     

    “Conversion Privilege” means
the right to convert the Convertible Debenture into a Conversion Unit as
provided in Article 3;

     

    “Conversion Share” means Common
Shares to be issued as part of the Conversion Units in connection with the
conversion of all or part of the Convertible Debenture;

     

    “Conversion Unit” means one
Conversion Share and one half of a Conversion Warrant, to be issued at the
Conversion Price in connection with the conversion of all or part of this
Convertible Debenture;

     

    “Conversion Warrant” means
share purchase warrants of the Corporation to be issued as part of the
Conversion Units in connection with the conversion of this Convertible
Debenture, and exercisable to purchase a Warrant Share at $0.75 per Warrant
Share expiring four years after the date this Convertible Debenture is converted
into Conversion Units;

     

    “Convertible Debenture” means
this 8% secured convertible debenture of the Corporation and any debenture
issued in replacement, substitution or exchange, in whole or in part, of this 8%
secured convertible debenture;

     

    “Dividend Paid in the Ordinary
Course” means any dividend paid by the Corporation on the Common Shares
(whether in cash, securities, property or other assets), provided that the
directors of the Corporation do not by resolution determine that such dividend
is extraordinary or otherwise out of the ordinary course having regard to the
Corporation’s dividend policy at such time, the value of such dividend, the
financial position of the Corporation, economic conditions, business practices
and such other factors as the directors of the Corporation may in their
discretion consider relevant;

     

    “Event of Default” has the
meaning attributed thereto in Section 5.3;

     

    “Holder” means the original
Holder or other permitted Holder of this Convertible Debenture;

     

    “Interest Rate” means 8% per
annum;

     

    “Issue Date” means the date of
issue of the Convertible Debenture;

     

     “Maturity Date” means one (1)
year from the Issue Date or such earlier date on which the conversion of the
Convertible Debenture shall become due and payable pursuant to the terms
provided herein in accordance with the terms of this Convertible
Debenture;

     

    “Mexoro Security Agreement”
means the security agreement dated May 9, 2008, as amended, of the Corporation
granting the Holder a security interest in all the present and after acquired
property of Mexoro;

     

    “Obligations” means, without
duplication, the aggregate of (i) the Principal Amount, (ii) all accrued and
unpaid interest, fees, charges, indemnities and expenses in respect of this
Convertible Debenture and the Security Agreements, and (iii) all other
indebtedness, liabilities and obligations of Corporation and/or Sunburst to the
Holder, direct or indirect, contingent or otherwise, and all accrued and unpaid
interest, fees, charges, indemnities and expenses in respect thereof required to
be paid by the Corporation and/or Sunburst to the Holder;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Person” means any individual,
corporation or company, partnership, joint venture, syndicate, sole
proprietorship, trust, trustee, executor, administrator or other legal
representative or an unincorporated organization, government or governmental
authority or entity and pronouns have a similarly extended meaning;

     

    “Sunburst” means Sunburst de
Mexico S.A. de C.V., the wholly-owned subsidiary of the
Corporation;

     

    “Sunburst Security Agreement”
means the security agreement dated June 12, 2008 of Sunburst granting the Holder
a security interest in all the present and after acquired property of
Sunburst;

     

    “Warrant Certificate” means the
form of certificate representing the Conversion Warrants in the form attached as
Schedule B hereto; and

     

    “Warrant Share” means a Common
Share issued upon the exercise of a Conversion Warrant.

     

    Words
importing the singular number include the plural and vice versa and words
importing gender include the neuter, feminine and masculine
genders.

     

    
      	
              1.2  

            	
              Headings

            


    

     

    The
division of this Convertible Debenture into Articles, Sections, subsections and
clauses, and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation hereof.

     

    
      	
              1.3  

            	
              Applicable
      Law

            


    

     

    This
Convertible Debenture shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of the Canada applicable therein.
The parties hereto submit to the exclusive jurisdiction of the courts in the
Province of Ontario. The parties agree that any litigation between the parties
which arises pursuant to or in connection with this Convertible Debenture, or
any of its provisions, shall be referred to the courts in the Province of
Ontario and shall not be referred to the courts in any other
jurisdiction.

     

    
      	
              1.4  

            	
              Business
      Day

            


    

     

    In the
event that any day on or before which any action is required to be taken
hereunder is not a business day, then such action shall be required to be taken
on or before the requisite time on the next succeeding day that is a business
day.

     

    
      	
              1.5  

            	
              Monetary
      Reference

            


    

     

    Any
reference in this Convertible Debenture to “Dollars”, “dollars” or “$” shall be
deemed to be a reference to lawful money of the United States of
America.

     

    
      	
              1.6  

            	
              Invalidity
      of Provisions

            


    

     

    Each of
the provisions contained in this Convertible Debenture is distinct and severable
and a declaration of invalidity or unenforceability of any such provision by a
court of competent jurisdiction shall not affect the validity or enforceability
of any other provision hereof or thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              1.7  

            	
              Schedules

            


    

     

    The
following schedules are attached to and form part of this Convertible
Debenture:

     

    Schedule

     

    Schedule
A                                -           Notice
of Election to Convert

     

    Schedule
B                                -           Form
of Conversion Warrant

     

    ARTICLE
2

     

    INTEREST

     

    
      	
              2.1  

            	
              Interest

            


    

     

    Interest
shall accrue from the date hereof or from the last interest payment date to
which interest on the Convertible Debenture shall have been paid, on the
outstanding Principal Amount of this Convertible Debenture at the Interest Rate
payable monthly in arrears on the tenth (10th) day of each month, both before
and after demand, default, maturity and judgment and interest on overdue
interest at the rate and in the manner aforesaid. Interest shall continue to
accrue and become payable on the Principal Amount unless the Principal Amount is
fully converted prior to the Maturity Date in accordance with Articles 3 or 4
herein.

     

    Notwithstanding
anything else contained herein to the contrary,  interest shall
continue to accrue and the first payment of interest on the Principal Amount due
under this Convertible Debenture shall be calculated as of August 31, 2008 and
payable by September 10, 2008.

     

    
      	
              2.2  

            	
              Payment
      of Interest

            


    

     

    As
interest becomes due on this Convertible Debenture, the Corporation shall pay in
certified funds for such interest payable, less any applicable withholding tax,
to the then registered Holder of this Convertible Debenture and addressed to
such Holder at his last address appearing on the register. The forwarding of
such payment shall satisfy and discharge the liability for interest on this
Convertible Debenture to the extent of the sum represented thereby unless such
cheque be not paid at par on presentation at any of the places of payment above
mentioned.

     

    
      	
              2.3  

            	
              Cancellation
      of Matured Convertible Debenture

            


    

     

    Upon
conversion of the outstanding Principal Amount of, and payment of any accrued
but unpaid interest on the Convertible Debenture, this Convertible Debenture
shall be cancelled and destroyed by the Corporation and no Convertible Debenture
shall be issued in substitution therefor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
3

     

    CONVERSION

     

    
      	
              3.1  

            	
              Conversion
      Privilege and Conversion Price

            


    

     

    Subject
to and upon compliance with the provisions of this Article 3, the Holder shall
have the right, at such Holder’s option, at any time up to the Maturity Date or
until anytime thereafter that the Principal Amount or a portion thereof remains
outstanding, to the extent applicable, to convert the whole or from time to time
part of the Principal Amount outstanding under this Convertible Debenture into
Conversion Units at the Conversion Price. The number of Conversion Units shall
be determined by dividing the Principal Amount of the Convertible Debenture by
the Conversion Price.

     

    
      	
              3.2  

            	
              Manner
      of Exercise of Right to Convert

            


    

     

    (1) In order
to exercise the Conversion Privilege, the Holder shall at any anytime, surrender
such Convertible Debenture to the Corporation at an office of the Corporation
accompanied by a notice in the form substantially similar to the “Notice of
Election to Convert” attached to this Convertible Debenture, duly signed by the
Holder or the Holder’s executors, administrators or other legal representatives
or the Holder’s attorney duly appointed by an instrument in writing in form and
execution satisfactory to the Corporation stating:

     

    
      	
              (a)  

            	
              that
      the Holder elects to convert the then outstanding Principal Amount under
      the Convertible Debenture or a specified portion
  thereof;

            


    

     

    
      	
              (b)  

            	
              the
      names (with addresses) in which the Conversion Shares and Conversion
      Warrants issuable upon such conversion are to be registered;
      and

            


    

     

    
      	
              (c)  

            	
              the
      address or addresses to which the certificates representing the Conversion
      Shares and Conversion Warrants issuable upon conversion and the cheque for
      any amount payable under Section 3.6 are to be
  delivered.

            


    

     

    (2) Upon
surrender of the “Notice of Election to Convert” in accordance with Section
3.2(1) above, the Holder or his permitted nominee shall be entitled to be
entered in the books of the Corporation as at the Conversion Date, as defined
below (or such later date as is specified in subsection 3.2(3)) as the Holder of
the number of Conversion Shares and Conversion Warrants into which this
Convertible Debenture is convertible, in accordance with the provisions of this
Article 3 upon receipt of such notice, the Corporation shall deliver to the
Holder electing to convert or, subject as aforesaid, its nominee or assignee a
certificate or certificates representing the number of Conversion Shares and
Conversion Warrants into which all or any portion of the Principal Amount hereof
has been converted and, if applicable, a cheque for any amount payable under
Section 3.6 to the address indicated in the “Notice of Election to Convert”, and
if applicable, a new Convertible Debenture representing such Principal Amount
that has not been converted.

     

    (3) For the
purposes of this Article 3, this Convertible Debenture shall be deemed to be
surrendered for conversion on the date (the “Conversion Date”) on which it
is so surrendered in accordance with the provisions of this Article 3 and, if
surrendered by mail or other means of delivery, on the date on which it is
received by the Corporation, provided that if this Convertible Debenture is
surrendered for conversion on a day on which the register of Common Shares is
closed, the Person entitled to receive Conversion Shares shall become the Holder
of record of such Conversion Shares as at the date on which such register is
next reopened and provided that if a Convertible Debenture is surrendered for
conversion on any interest payment date such Convertible Debenture shall be
deemed to be surrendered for conversion on such interest payment
date.

     

    (4) If this
Convertible Debenture is surrendered for conversion in accordance with this
Section 3.2, the Holder shall be entitled to receive accrued and unpaid interest
in respect of the Principal Amount converted only for the period up to the
Conversion Date, such interest to be paid at the time of delivery of the
Conversion Shares and Conversion Warrants issuable upon such conversion in
accordance with Section 2.2.

     

    (5) The
Coversion Shares and Conversion Warrants shall be issued without any type of
restrictive legend except as required by US securities laws.

     

    


     

    
      	
              3.3  

            	
              Capital
      Reorganization

            


    

     

    If and
whenever at any time after the date hereof, and prior to the Conversion Date,
there is a subdivision or consolidation of the Common Shares, or an issuance of
Common Shares or securities convertible into Common Shares to all or
substantially all of the holders of Common Shares by way of a stock dividend or
other distribution (other than the issue of securities to the Holder or the
issue of Common Shares or other securities to holders of Common Shares as a
Dividend Paid in the Ordinary Course), or a reclassification of the Common
Shares at any time outstanding or other change of the Common Shares into other
shares or into other securities, whether of the Corporation or of another body
corporate, or other capital reorganization, or a consolidation, amalgamation or
merger of the Corporation with or into any other corporate or other entity
(other than a consolidation, amalgamation or merger which does not result in any
reclassification of the outstanding Common Shares or a change of the Common
Shares into other shares), or a transfer of the undertaking or assets of the
Corporation as an entirety or substantially as an entirety to another
corporation or other entity in which the Holders of Common Shares are entitled
to receive shares, other securities or other property (any of such events being
called a “Capital
Reorganization”), the Holder who exercises the right to convert this
Convertible Debenture pursuant to this Convertible Debenture after the effective
date of such Capital Reorganization will be entitled to receive, and will accept
for the same aggregate consideration in lieu of the number of Conversion Shares
and Conversion Warrants to which the Holder was previously entitled upon such
conversion into a Conversion Unit, the aggregate number of Conversion Shares and
Conversion Warrants, other securities or other property which the Holder would
have been entitled to receive as a result of such Capital Reorganization if, on
the effective date thereof, the Holder had been the Holder of the number of
Conversion Shares and Conversion Warrants into which such a Conversion Unit were
convertible immediately prior to such Capital Reorganization. The Corporation
will take all steps necessary to ensure that, on a Capital Reorganization, the
Holder will, if it exercises its conversion rights hereto, receive the aggregate
number of shares, other securities or other property to which it is entitled as
a result of the Capital Reorganization. Appropriate adjustments will be made as
a result of any such Capital Reorganization in the application of the provisions
set forth in this Article 3 with respect to the rights and interests thereafter
of the Holder under this Convertible Debenture to the end that the provisions
set forth in this Article 3 will thereafter correspondingly be made applicable
as nearly as may reasonably be in relation to any shares, other securities or
other property thereafter deliverable upon the conversion of this Convertible
Debenture.

     

    
      	
              3.4  

            	
              Notice
      as to Adjustment

            


    

     

    The
Corporation shall from time to time, immediately after the occurrence of any
event which requires an adjustment or readjustment as provided in Section 3.3,
deliver a notice in writing (an “Adjustment Notice”) to the
Holder 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. Such notice and the amount of the adjustment specified
therein shall, subject to the provisions of subsection 3.5, be conclusive and
binding on all parties in interest.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              3.5  

            	
              Rules
      Regarding Calculation of Adjustment of Conversion
  Terms

            


    

     

    If within
five days of receipt of an Adjustment Notice a Holder notifies the Corporation
in writing that it disputes the content of the Adjustment Notice, or if at any
time a dispute is made by a shareholder or other creditor of the Corporation
with respect to adjustments provided for in Section 3.3, such dispute will be
determined by the accounting firm of HLB Cinnamon Jang Willoughby in Burnaby, BC
or, if they are unable or unwilling to act, by such other firm of independent
chartered accountants as may be selected by the directors of the Corporation,
and any such determination will be binding upon the Corporation, the Holder and
shareholders of the Corporation; such auditors or accountants will be given
access to all necessary records of the Corporation. If any such determination is
made, the Corporation will deliver a certificate of the Corporation to the
Holder describing such determination.

     

    
      	
              3.6  

            	
              No
      Requirement to Issue Fractional Conversion
Units

            


    

     

    The
Corporation shall not be required to issue fractional Conversion Units upon the
conversion of all or any part of this Convertible Debenture pursuant to this
Article 3. The number of whole Conversion Units issuable upon conversion of this
Convertible Debenture shall be computed on the basis of the aggregate Principal
Amount of the Convertible Debenture so converted. If any fractional interest in
a Conversion Unit would, except for the provisions of this Section, be
deliverable upon the conversion of any Principal Amount of the Convertible
Debenture, the Corporation may, at its sole option, in lieu of delivering any
certificate representing such fractional interest, satisfy such fractional
interest by paying to the Holder an amount in lawful money of the United States
of America equal (to the nearest amount) to the corresponding fraction of the
value of a Conversion Unit on the Conversion Date, determined by the directors
of the Corporation acting in good faith which determination shall be conclusive,
provided that the Corporation shall not be required to make any payment,
calculated as aforesaid, that is less than $10.00.

     

    
      	
              3.7  

            	
              Corporation
      to Reserve Shares

            


    

     

    The
Corporation shall at all times while any Principal Amount of the Convertible
Debenture remains outstanding reserve and keep available out of its authorized
but unissued Common Shares solely for the purpose of issue upon conversion of
this Convertible Debenture, as provided in this Article 3, and issue upon
exercise of the Conversion Warrants, and conditionally allot to the Holder who
may exercise its conversion rights hereunder and its exercise rights in
connection with the Conversion Warrants, such number of Conversion Shares as
shall then be issuable upon the conversion of this Convertible Debenture and
such number of Warrant Shares as shall be issuable upon exercise of the
Conversion Warrants. All Conversion Shares which shall be so issuable shall be
duly and validly issued as fully paid and non-assessable Common Shares. All
Warrant Shares issued upon the exercise of the Conversion Warrants in accordance
with the terms and conditions of the Warrant Certificate, including payment of
the exercise price thereof, shall be duly and validly issued as fully paid and
non assessable Common Shares.

     

    


     

    
      	
              3.8  

            	
              Hold
      Period Legends

            


    

     

    The
legend set forth below shall be included on (i) all certificates for Conversion
Shares issued to U.S. Persons as such term is defined in Rule 902 of Regulation
S (“U.S. Persons”) under the United States Securities Act of 1933, as amended,
(ii) any Conversion Warrants issued upon conversion of this Convertible
Debenture, and (iii) any securities issued upon exercise of Conversion Warrants
if held by a U.S. Person at the time of exercise:

     

    THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER
HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE
CORPORATION THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S.
SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A
UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, (D)
UNDER AN EFFECTIVE REGISTRATION STATEMENT, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT,
PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2), OR (E) ABOVE, A LEGAL
OPINION ISSUED BY THE ATTORNEY FOR THE HOLDER BE PROVIDED TO THE
CORPORATION.

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
4

     

    DEFAULT
AND ENFORCEMENT

     

    
      	
              4.1  

            	
              Covenants

            


    

     

    Except as
otherwise provided in this Convertible Debenture, the Corporation hereby
covenants and agrees that so long as any amounts remain unpaid pursuant to this
Convertible Debenture it will strictly observe and perform the following
covenants:

     

    
      	
              (a)  

            	
              The
      Corporation shall take all necessary action to adjust the Conversion Price
      as provided under Section 3.3 hereof, if applicable;
  and

            


    

     

    
      	
              (b)  

            	
              The
      Corporation and Sunburst will not dispose of any assets out of the
      ordinary course of business without the prior written consent of the
      Holder, such consent not to be unreasonably
  withheld.

            


    

     

    
      	
              4.2  

            	
              Acceleration
      on Event of Default

            


    

     

    If an
Event of Default shall occur and be continuing, the unpaid balance of the
Principal Amount, and all accrued interest and all other amounts payable under,
this Convertible Debenture may be declared by the Holder on written notice to
the Corporation to be, and upon such notice shall become, immediately due and
payable.  Upon the payment in full of the aforesaid amount the Holder
shall promptly surrender the Convertible Debenture to or as directed by the
Corporation.

     

    
      	
              4.3  

            	
              Events
      of Default

            


    

     

    Any of
the following conditions or events which shall occur shall constitute events of
default (“Events of
Default”) under this Convertible Debenture:

     

    
      	
              (a)  

            	
              if
      the Corporation shall default in the payment of any of the Principal
      Amount at the Maturity Date;

            


    

     

    
      	
              (b)  

            	
              if
      the Corporation shall default in the payment of any interest on this
      Convertible Debenture, or other amounts payable hereunder, when the same
      becomes due and payable, whether at the Maturity Date or otherwise and
      such default shall continue for a period of two (2) business days after a
      notice in writing of such default has been given by the Holder to the
      Corporation;

            


    

     

    
      	
              (c)  

            	
              if
      the Corporation or Sunburst shall default in the performance of or
      compliance with any term or condition or covenant contained in this
      Convertible Debenture or the General Security Agreements, provided that
      such default is of a nature that may be cured, and such default shall not
      have been remedied within a period of ten (10) business days after
      default;

            


    

     

    
      	
              (d)  

            	
              if
      the Corporation or Sunburst commits any of the events of default under
      their operating and/or senior debt credit facilities or arrangements with
      any other lender and such defaults shall not have been remedied within a
      period of ten business days after such
default;

            


    

     

    
      	
              (e)  

            	
              notwithstanding
      the $476,000 promissory note issued by the Corporation and  due
      on March 31, 2008 to which the Corporation is currently in default, if the
      Corporation or Sunburst shall (i) file, or consent by answer or otherwise
      to the filing against it of, a petition for relief or reorganization or
      arrangement or any other petition in bankruptcy, for liquidation or
      otherwise take advantage of any bankruptcy or insolvency law of any
      jurisdiction, (ii) make an assignment, an arrangement or a compromise for
      the benefit of its creditors, (iii) consent to the appointment of a
      custodian, receiver, trustee or other officer with similar powers of
      itself or of any substantial part of its property, (iv) cease to carry on
      business, or (v) take corporate action for the purpose of any of the
      foregoing;

            


    

     

    
      	
              (f)  

            	
              if
      any representation, warranty or certification made in connection with the
      execution and delivery of the Convertible Debenture or the General
      Security Agreements shall prove to be at any time materially incorrect at
      the time it was made and such default has not been remedied within a
      period of 10 business days after Holder has noticed the Corporation of
      such default;

            


    

     

    
      	
              (g)  

            	
              if
      a court or governmental authority of competent jurisdiction shall enter a
      final order appointing, with or without the consent of the Corporation or
      Sunburst, as the case may be, a custodian, receiver, trustee or other
      officer with similar powers with respect to it or with respect to any
      substantial part of either of their property, or if a final order for
      relief shall be entered in any case or proceeding for liquidation or
      reorganization or otherwise to take advantage of any bankruptcy or
      insolvency law of any jurisdiction, or ordering the dissolution,
      winding-up or liquidation of the Corporation or Sunburst, or if any
      petition for any such relief shall be filed against the Corporation or
      Sunburst and such petition shall not be dismissed within thirty (30)
      days;

            


    

     

    
      	
              (h)  

            	
              the
      Corporation fails to: (i) include the Conversion Shares issuable upon
      conversion of this Convertible Debenture, Warrant Shares issuable upon
      exercise of the Conversion Warrants and any other securities due to the
      Holder pursuant to this Convertible Debenture in the next registration
      statement to be filed by the Corporation within sixty (60) days following
      the Issue Date (the “Registration
      Statement”), or obtain effectiveness with the Securities and
      Exchange Commission of the Registration Statement; (ii) makes its best
      efforts within one hundred twenty (120) days following the Issue Date;
      (iii) maintain the effectiveness of such Registration Statement lapses in
      effect (or sales cannot otherwise be made thereunder effective, whether by
      reason of the Corporation’s failure to amend or supplement the prospectus
      included therein) for more than twenty (20) consecutive days or thirty
      (30) days in any twelve month period after the Registration Statement
      becomes effective or after becoming effective the Registration Statement
      is not kept effective for the term of the Conversion Warrants;
      and

            


    

     

    
      	
              (i)  

            	
              the
      Corporation undertakes to provide customary legal opinions with respect to
      the issuance of the Convertible Debenture and the execution of the
      Security Agreements from counsel to the Corporation and Sunburst within
      fifteen (15) days of the Issue Date in a form acceptable to the Holder,
      acting reasonably, and the failure to provide such legal opinion(s) in
      this time period shall constitute an Event of
  Default.

            


    

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              4.4  

            	
              Representations
      and Warranties

            


    

     

    The
Corporation hereby represents and warrants to the Holder that:

     

    
      	
              (a)  

            	
              no
      authorization, approval or other action by, and no notice to or filing
      with, any governmental authority or regulatory body is required for the
      execution, delivery and performance of this Convertible Debenture or the
      General Security Agreements by the Corporation and Sunburst or for the
      grant by the Corporation of the security interests granted pursuant to the
      General Security Agreements except for authorization, approval or such
      filings as have been obtained, made and are in full force and effect; and
      in particular, but without limiting the foregoing, the Corporation has
      obtained all approvals and authorizations from the OTC Bulletin Board and
      the shareholders and directors of the Corporation as are necessary to
      complete all the transactions contemplated in and provided for in this
      Convertible Debenture;

            


    

     

    
      	
              (b)  

            	
              the
      Corporation and Sunburst are in compliance with the requirements of all
      applicable laws, rules, regulations and orders of every governmental
      authority, the non-compliance with which would materially adversely affect
      the value or worth of the Corporation’s and Sunburst’s property as
      collateral security to this Convertible Debenture and the General Security
      Agreements and upon completion of all the transactions contemplated in and
      provided for in this Convertible Debenture the Corporation and Sunburst
      will remain in compliance with the requirements of all applicable laws,
      rules, regulations and orders of every governmental authority;
      and

            


    

     

    
      	
              (c)  

            	
              this
      Convertible Debenture and the General Security Agreements have been
      properly authorized, duly executed and delivered by the Corporation and
      Sunburst and constitute legal, valid and binding obligations of the
      Corporation and Sunburst enforceable in accordance with their respective
      terms, except as may be limited by applicable bankruptcy, insolvency,
      moratorium, and other laws affecting creditors’ rights generally and
      except that orders for specific performance, injunctions and other
      equitable remedies are discretionary remedies which may be granted only in
      the discretion of the court.

            


    

     

    
      	
              4.5  

            	
              Indemnity

            


    

     

    The
Corporation covenants and agrees to indemnify and hold harmless the Holder from
and against any and all damages or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfillment of any covenant on the
part of the Corporation or Sunburst under this Convertible Debenture or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by the Corporation or Sunburst to the Holder under
this Convertible Debenture or the General Security Agreements and any and all
actions, suits, proceedings, demands, assessments, judgments, costs and legal
and other expenses incident to any of the foregoing.

     

    
      	
              4.6  

            	
              Survival
      of Representations, Warranties, Indemnity and
  Covenants

            


    

     

    Notwithstanding
the completion of the transactions herein contemplated, the representations and
warranties, covenants and indemnities contained in this Convertible Debenture
shall not merge in, be prejudiced by or be superseded in any way by the
execution and completion of this Convertible Debenture and shall survive the
same for a period of two years from the date of execution of this Convertible
Debenture.

     

    
      	
              4.7  

            	
              Remedies

            


    

     

    In case
of a default hereunder by the Corporation or Sunburst, the Holder may enforce
the rights of the Holder by any remedy or proceeding authorized or permitted by
applicable law (subject in all cases to any mandatory provision of applicable
law). No remedy herein contained conferred upon the Holder shall be intended to
be exclusive and such Holder shall be entitled to seek other remedies available
under applicable laws.

     

    ARTICLE
5

     

    REGISTRATION
RIGHTS

     

    
      	
              5.1  

            	
              Registration
      Rights

            


    

     

    When the
Corporation elects to file a Registration Statement, with respect to its Common
Shares pursuant to the Securities Act of 1933 (the “Act”), the Conversion Shares,
Warrant Shares and any other securities due to the Holder under this Convertible
Debentures shall be included and registered pursuant to any such Registration
Statement, at the expense of the Corporation; provided, however, that such
Registration Statement must be filed no later than the sixtieth (60th) day
following the Issue Date and the Corporation shall make its best efforts to have
such Registration Statement be declared effective no later than the one hundred
twentieth (120th) day following the Issue Date.  The Corporation must
notify the Holder in writing of its intention to file the Registration Statement
at least twenty (20) days prior to the filing of the Registration Statement, and
provide the Holder with drafts of such Registration Statement for review and
comment by the Holder upon Holder’s request.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
6

     

    MISCELLANEOUS

     

    
      	
              6.1  

            	
              Notice

            


    

     

    Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be given by facsimile or other means of electronic
communication or by delivery as hereafter provided. Any such notice other
communication, if sent by facsimile or other means of electronic communication,
shall be deemed to have been received on the business day following the sending,
or, if delivered by hand, shall be deemed to have been received at the time it
is delivered to the applicable address noted below either to the individual
designated below or to an individual at such address having apparent authority
to accept deliveries on behalf of the addressee. Notice of change of address
shall also be governed by this Section. Notices and other communications shall
be addressed as follows:

     

    
      	
              (a)  

            	
              if
      to the Corporation:

            


    

     

    Mexoro
Minerals Ltd.

     

    C.
General Retana, #706

     

    Col. San
Felipe

     

    Chihuahua,
Mexico

     

    Attention:                                Mario
Ayub

     

    Facsimile:

     

    
      	
              (b)  

            	
              if
      to the Holder:

            


    

     

    To the
Holder whose name and address appears on the front page of this Convertible
Debenture.

     

    
      	
              6.2  

            	
              Replacement
      of Certificates

            


    

     

    (1) In case
this Convertible Debenture shall become mutilated or be lost, destroyed or
stolen, the Corporation shall issue, and thereupon deliver, a new Convertible
Debenture of like tenor as the one mutilated, lost, destroyed or stolen in
exchange for and upon surrender and cancellation of such mutilated Certificate
or in lieu of and in substitution for such lost, destroyed or stolen Convertible
Debenture.

     

    
      	
              6.3  

            	
              Amendment,
      Waiver

            


    

     

    No
amendment or waiver of this Convertible Debenture will be binding unless such
amendment or waiver is agreed to in writing by the Corporation and the Holder.
No waiver of any provision of this Convertible Debenture will constitute a
waiver of any other provision nor will any waiver of any provision of this
Convertible Debenture constitute a continuing waiver unless otherwise expressly
provided.

     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          -  -

           

        

      

    


    IN WITNESS WHEREOF MEXORO MINERALS
LTD. has caused this Convertible Debenture to be signed by its authorized
signatory as of the 18th day of
June, 2008.

     

    
      	 
      	
              MEXORO
      MINERALS LTD.

            
	 
      	 
      
	 
      	 
      
	 
      	
              Name:

              Title:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        
          -  -

           

        

      

    


    SCHEDULE
A

     

    NOTICE
OF ELECTION TO CONVERT

     

    
      	
              TO:

            	
              MEXORO
      MINERALS LTD.

            
	
              Principal
      Amount to be converted

            	
              $

            	 
      
	 
      	 
      	 
      


    

    The
undersigned registered Holder of the within Convertible Debenture hereby
irrevocably elects to convert the above noted Principal Amount of such
Convertible Debenture into Conversion Units of Mexoro Minerals Ltd. in accordance with the
provisions of the within mentioned Convertible Debenture and hereby delivers
this Convertible Debenture to the Corporation for such purpose and directs that
the certificates for the Conversion Shares and Conversion Warrants be registered
and delivered as follows:

     

    
      	
              Name
      in Full

            	
              Address

            	
              Address
      for Delivery

            	
              Number
      of Conversion Shares and Conversion Warrants

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    (Please
print full name in which share and warrant certificates are to be
issued.)

     

    The
registered Holder hereof may exercise the Holder’s right to subscribe for
Conversion Units of MEXORO
MINERALS LTD. by completing this Notice of Election to Convert it to the
Corporation at its office.

     

    If
applicable, please deliver a new Convertible Debenture in respect of the balance
of the principal amount of the attached Convertible Debenture Certificate that
has not been converted, redeemed or repaid, to the undersigned.

     

    
      	
              Dated:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (Signature
      of Holder)

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              (Print
      Name of Holder)

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
B

     

    FORM
OF CONVERSION WARRANT

     

    WARRANTS
TO PURCHASE

     

    SHARES
OF COMMON STOCK OF MEXORO MINERALS LTD.

     

    (a
corporation incorporated under the laws of the State of Colorado)

     

    
      	
              Warrant
      Certificate Number:

            	
              Number
      of Warrants:

            
	
              n

            	
              n

            
	 
      	 
      


    

    THIS IS
TO CERTIFY THAT for value received n (the “Warrantholder”) has the right
to purchase in respect of each whole warrant (“Warrants”) represented by this
certificate or by a replacement certificate (in either case this “Warrant Certificate”), at any
time up to 5:00 p.m. Toronto time, on n, 200n (the “Expiry Time”) one fully paid
and non-assessable share of common stock (“Common Shares” and which term shall
include any shares or other securities to be issued in addition thereto or in
substitution or replacement therefor as provided herein) in the capital of
Mexoro Minerals Ltd. (the “Corporation”), a corporation
incorporated under the laws of the State of Colorado, as constituted on the date
hereof at a purchase price (the purchase price in effect from time to time being
called the “Exercise
Price”) of U.S.$0.75 per Common Share, subject to adjustment as provided
herein.

     

    The
Corporation agrees that the Common Shares purchased pursuant to the exercise of
the Warrants shall be and be deemed to be issued to the Warrantholder as of the
close of business on the date on which this Warrant Certificate shall have been
surrendered and payment made for such Common Shares as aforesaid.

     

    Nothing
contained herein shall confer any right upon the Warrantholder to subscribe for
or purchase any Common Shares at any time after the Expiry Time and from and
after the Expiry Time the Warrants and all rights under this Warrant Certificate
shall be void and of no value.

     

    The above
provisions are subject to the following:

     

    
      	
              1.  

            	
              Exercise:

            


    

     

    
      	
              (1)  

            	
              Mechanics: In
      the event that the Warrantholder desires to exercise the right to purchase
      Common Shares conferred hereby, the Warrantholder shall (a) complete to
      the extent possible in the manner indicated and execute a subscription
      form in the form attached as schedule A to this Warrant Certificate, (b)
      surrender this Warrant Certificate to the Corporation in accordance with
      section 9 hereof, and (c) pay the amount payable on the exercise of such
      Warrants in respect of the Common Shares subscribed for by certified
      cheque, bank draft or money order in lawful money of the United States of
      America payable to the Corporation or by transmitting same day funds in
      lawful money of the United States of America by wire to such account as
      the Corporation shall direct the Warrantholder. Upon such surrender and
      payment as aforesaid, the Warrantholder shall be deemed for all purposes
      to be the holder of record of the number of Common Shares to be so issued
      and the Warrantholder shall be entitled to delivery of a certificate or
      certificates representing such Common Shares and the Corporation shall
      cause such certificate or certificates to be delivered to the
      Warrantholder at the address specified in the subscription form within
      three business days after such surrender and payment as aforesaid. No
      fractional Common Shares will be issuable upon any exercise of the
      Warrants and the Warrantholder will not be entitled to any cash payment or
      compensation in lieu of a fractional Common
  Share.

            


    

     

    
      	
              (2)  

            	
              Exercise Mechanics if
      Registration Statement Not Effective: Notwithstanding any provision
      to the contrary contained herein, if the issuance of Common Shares upon
      the exercise of Warrants requires the maintenance of an effective
      registration statement (a “Registration
      Statement”), with respect to such Common Shares under the United
      States Securities Act of
      1933, as amended (the “Securities Act”), in no
      event shall such Common Shares be issued unless the Common Shares are
      registered under the Securities Act pursuant to an effective Registration
      Statement; provided, however, that if the Registration Statement ceases to
      be effective, prior to the Expiry Time and for so long as the Registration
      Statement is not effective, subject to applicable law, a holder of any
      Warrant may only exercise the right to purchase Common Shares issuable
      upon the exercise of the Warrants the circumstances noted
      below:

            


    

     

    
      	
              (a)  

            	
              if
      the holder is a purchaser who is not (A) a resident of the United States
      or (B) a U.S. Person (a “U.S. Purchaser”) (as
      such term is defined in the Securities Act) and the holder delivers a duly
      completed and executed Notice of Exercise (If Registration Statement Not
      Effective) in the form attached as schedule C to this Warrant Certificate
      certifying that the holder: (A)(1) is not in the United States; (2) is not
      a U.S. Person and is not exercising the Warrants for, or on behalf or
      benefit of, a U.S. Person or person in the United States; (3) did not
      execute or deliver the Warrant exercise form in the United States; (4)
      agrees not to engage in hedging transactions with regard to the Common
      Shares prior to the expiration of the one-year distribution compliance
      period set forth in Rule 903(b)(3) of Regulation S under the Securities
      Act (“Regulation S”); (5) acknowledges that the Common Shares issuable
      upon exercise of the Warrants are “restricted securities” as defined in
      Rule 144 of the Securities Act and upon the issuance thereof, and until
      such time as the same is no longer required under the applicable
      requirements of the Securities Act or applicable U.S. state laws and
      regulations, the certificates representing the Common Shares will bear a
      restrictive legend; and (6) acknowledges that the Corporation shall refuse
      to register any transfer of the Common Shares not made in accordance with
      the provisions of Regulation S, pursuant to registration under the
      Securities Act, or pursuant to an available exemption from registration
      under the Securities Act; and (B) neither the Corporation nor the holder
      has engaged in any “directed selling efforts” (as defined in Regulation S)
      in the United States; or

            


    

     

    
      	
              (b)  

            	
              in
      a transaction that does not require registration under the Securities Act
      or any applicable U.S. state laws and regulations and the holder has (A)
      delivered a duly completed and executed Notice of Exercise (If
      Registration Statement Not Effective) certifying that the holder is
      exercising the Warrants pursuant to such exemptions and (B) furnished to
      the Corporation, prior to such exercise, an opinion of counsel of
      recognized standing in form and substance satisfactory to the Corporation
      to such effect.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    
      	
              (3)  

            	
              Legending if
      Registration Statement Not Effective: Unless the Warrant is
      exercised pursuant to an effective Registration Statement, the certificate
      representing the Common Shares is issued upon exercise of the Warrant will
      bear legends restricting the transfer without registration under the U.S.
      Securities Act and applicable state securities laws, substantially in the
      form set forth below:

            


    

     

    


     

    “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER
HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE
CORPORATION THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S.
SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A
UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, (D)
UNDER AN EFFECTIVE REGISTRATION STATEMENT, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT,
PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2), OR (E) ABOVE, A LEGAL
OPINION ISSUED BY THE ATTORNEY FOR THE HOLDER BE PROVIDED TO THE
CORPORATION.”

     

    
      	
              2.  

            	
              Partial
      Exercise: The Warrantholder may from time to time subscribe for and
      purchase any lesser number of Common Shares than the number of Common
      Shares expressed in this Warrant Certificate. In the event that the
      Warrantholder subscribes for and purchases any such lesser number of
      Common Shares prior to the Expiry Time, the Warrantholder shall be
      entitled to receive a replacement certificate representing the unexercised
      balance of the Warrants.

            


    

     

    
      	
              3.  

            	
              Not
      a Shareholder: The holding of the Warrants shall not constitute the
      Warrantholder a shareholder of the Corporation nor entitle the
      Warrantholder to any right or interest in respect thereof except as
      expressly provided in this Warrant
Certificate.

            


    

     

    
      	
              4.  

            	
              Covenants,
      Representations and Warranties: The Corporation hereby represents
      and warrants that it is authorized to create and issue the Warrants and
      covenants and agrees that it will cause the Common Shares from time to
      time subscribed for and purchased in the manner provided in this Warrant
      Certificate and the certificate or certificates representing such Common
      Shares to be issued and that, at all times prior to the Expiry Time, it
      will reserve and there will remain unissued a sufficient number of Common
      Shares to satisfy the right of purchase provided for in this Warrant
      Certificate. The Corporation hereby further covenants and agrees that it
      will at its expense expeditiously use its best efforts to obtain the
      listing of such Common Shares (subject to issue or notice of issue) on
      each stock exchange or over-the-counter market on which the Common Shares
      may be listed from time to time. All Common Shares which are issued upon
      the exercise of the right of purchase provided in this Warrant
      Certificate, upon payment therefor of the amount at which such Common
      Shares may be purchased pursuant to the provisions of this Warrant
      Certificate, shall be and be deemed to be fully paid and non-assessable
      shares and free from all taxes, liens and charges with respect to the
      issue thereof. The Corporation hereby represents and warrants that this
      Warrant Certificate is a valid and enforceable obligation of the
      Corporation, enforceable in accordance with the provisions of this Warrant
      Certificate.

            


    

     

    
      	
              5.  

            	
              Anti-Dilution
      Protection:

            


    

     

    
      	
              (1)  

            	
              Definitions:
      For the purposes of this section 5, unless there is something in the
      subject matter or context inconsistent therewith, the words and terms
      defined below shall have the respective meanings specified therefor in
      this subsection 5(1):

            


    

     

    
      	
              (a)  

            	
              “Adjustment Period” means
      the period commencing on the date of issue of the Warrants and ending at
      the Expiry Time;

            


    

     

    
      	
              (b)  

            	
              “Current Market Price” of
      the Common Shares at any date means the price per share equal to the
      weighted average price at which the Common Shares have traded on a
      Canadian or U.S. stock exchange as may be selected by the Holder for such
      purpose or, if the Common Shares are not then listed on any Canadian or
      U.S. stock exchange, in the over-the-counter market or the OTC Bulletin
      Board, during the period of any 20 consecutive trading days ending not
      more than five business days before such date; provided that the weighted
      average price shall be determined by dividing the aggregate sale price of
      all Common Shares sold on the said exchange or market, as the case may be,
      during such 20 consecutive trading days by the total number of Common
      Shares so sold; and provided further that if the Common Shares are not
      then listed on any Canadian or U.S. stock exchange or traded in the
      over-the-counter market or the OTC Bulletin Board, then the Current Market
      Price shall be determined by a firm of independent chartered accountants
      selected by the directors of the
Corporation;

            


    

     

    
      	
              (c)  

            	
              “director” means a
      director of the Corporation for the time being and, unless otherwise
      specified herein, a reference to action “by the directors” means action by
      the directors of the Corporation as a board or, whenever empowered, action
      by any committee of the directors of the
  Corporation;

            


    

     

    
      	
              (d)  

            	
              “trading day” with
      respect to a stock exchange or over-the-counter market means a day on
      which such stock exchange or market is open for
  business.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (2)  

            	
              Adjustments:
      The Exercise Price and the number of Common Shares issuable to the
      Warrantholder upon the exercise of the Warrants shall be subject to
      adjustment from time to time in the events and in the manner provided as
      follows:

            


    

     

    
      	
              (a)  

            	
              If
      at any time during the Adjustment Period the Corporation
      shall:

            


    

     

    
      	
              (i)  

            	
              fix
      a record date for the issue of, or issue, Common Shares to the holders of
      all or substantially all of the outstanding Common Shares by way of a
      stock dividend;

            


    

     

    
      	
              (ii)  

            	
              fix
      a record date for the distribution to, or make a distribution to, the
      holders of all or substantially all of the outstanding Common Shares
      payable in Common Shares or securities exchangeable for or convertible
      into Common Shares;

            


    

     

    
      	
              (iii)  

            	
              subdivide
      the outstanding Common Shares into a greater number of Common Shares;
      or

            


    

     

    
      	
              (iv)  

            	
              consolidate
      the outstanding Common Shares into a lesser number of Common
      Shares,

            


    

     

    (any of
such events in subclauses 5(2)(a)(i), 5(2)(a)(ii), 5(2)(a)(iii) and 5(2)(a)(iv)
above being herein called a “Common Share Reorganization”),
the Exercise Price shall be adjusted on the earlier of the record date on which
holders of Common Shares are determined for the purposes of the Common Share
Reorganization and the effective date of the Common Share Reorganization to the
amount determined by multiplying the Exercise Price in effect immediately prior
to such record date or effective date, as the case may be, by a
fraction:

     

    
      	
              (A)  

            	
              the
      numerator of which shall be the number of Common Shares outstanding on
      such record date or effective date, as the case may be, before giving
      effect to such Common Share Reorganization;
and

            


    

     

    
      	
              (B)  

            	
              the
      denominator of which shall be the number of Common Shares which will be
      outstanding immediately after giving effect to such Common Share
      Reorganization (including in the case of a distribution of securities
      exchangeable for or convertible into Common Shares the number of Common
      Shares that would have been outstanding had such securities been exchanged
      for or converted into Common Shares on such
  date).

            


    

     

    To the
extent that any adjustment in the Exercise Price occurs pursuant to this clause
5(2)(a) as a result of the fixing by the Corporation of a record date for the
distribution of securities exchangeable for or convertible into Common Shares,
the Exercise Price shall be readjusted immediately after the expiry of any
relevant exchange or conversion right to the Exercise Price which would then be
in effect based upon the number of Common Shares actually issued and remaining
issuable after such expiry and shall be further readjusted in such manner upon
the expiry of any further such right.

     

    
      	
              (b)  

            	
              If
      at any time during the Adjustment Period the Corporation shall fix a
      record date for the issue or distribution to the holders of all or
      substantially all of the outstanding Common Shares of rights, options or
      warrants pursuant to which such holders are entitled, during a period
      expiring not more than 45 days after the record date for such issue (such
      period being the “Rights Period”), to subscribe for or purchase Common
      Shares or securities exchangeable for or convertible into Common Shares at
      a price per share to the holder (or in the case of securities exchangeable
      for or convertible into Common Shares, at an exchange or conversion price
      per share) at the date of issue of such securities of less than 95% of the
      Current Market Price of the Common Shares on such record date (any of such
      events being called a “Rights Offering”), the Exercise Price shall be
      adjusted effective immediately after the record date for such Rights
      Offering to the amount determined by multiplying the Exercise Price in
      effect on such record date by a
fraction:

            


    

     

    
      	
              (i)  

            	
              the
      numerator of which shall be the aggregate
of

            


    

     

    
      	
              (A)  

            	
              the
      number of Common Shares outstanding on the record date for the Rights
      Offering, and

            


    

     

    
      	
              (B)  

            	
              the
      quotient determined by dividing

            


    

     

    
      	
              (1)  

            	
              either
      (a) the product of the number of Common Shares offered during the Rights
      Period pursuant to the Rights Offering and the price at which such Common
      Shares are offered, or, (b) the product of the exchange or conversion
      price of the securities so offered and the number of Common Shares for or
      into which the securities offered pursuant to the Rights Offering may be
      exchanged or converted, as the case may be,
by

            


    

     

    
      	
              (2)  

            	
              the
      Current Market Price of the Common Shares as of the record date for the
      Rights Offering; and

            


    

     

    
      	
              (ii)  

            	
              the
      denominator of which shall be the aggregate of the number of Common Shares
      outstanding on such record date and the number of Common Shares offered
      pursuant to the Rights Offering (including in the case of the issue or
      distribution of securities exchangeable for or convertible into Common
      Shares the number of Common Shares for or into which such securities may
      be exchanged or converted).

            


    

     

    If by the
terms of the rights, options, or warrants referred to in this clause 5(2)(b),
there is more than one purchase, conversion or exchange price per Common Share,
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, shall be calculated for
purposes of the adjustment on the basis of the lowest purchase, conversion or
exchange price per Common Share, as the case may be. Any Common Shares owned by
or held for the account of the Corporation shall be deemed not to be outstanding
for the purpose of any such calculation. To the extent that any adjustment in
the Exercise Price occurs pursuant to this clause 5(2)(b) as a result of the
fixing by the Corporation of a record date for the issue or distribution of
rights, options or warrants referred to in this clause 5(2)(b), the Exercise
Price shall be readjusted immediately after the expiry of any relevant exchange,
conversion or exercise right to the Exercise Price which would then be in effect
based upon the number of Common Shares actually issued and remaining issuable
after such expiry and shall be further readjusted in such manner upon the expiry
of any further such right.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (c)  

            	
              If
      at any time during the Adjustment Period the Corporation shall fix a
      record date for the issue or distribution to the holders of all or
      substantially all of the outstanding Common Shares
  of:

            


    

     

    
      	
              (i)  

            	
              shares
      of the Corporation of any class other than Common
  Shares;

            


    

     

    
      	
              (ii)  

            	
              rights,
      options or warrants to acquire Common Shares or securities exchangeable
      for or convertible into Common Shares (other than rights, options or
      warrants pursuant to which holders of Common Shares are entitled, during a
      period expiring not more than 45 days after the record date for such
      issue, to subscribe for or purchase Common Shares or securities
      exchangeable for or convertible into Common Shares at a price per share
      (or in the case of securities exchangeable for or convertible into Common
      Shares at an exchange or conversion price per share) at the date of issue
      of such securities to the holder of at least 95% of the Current Market
      Price of the Common Shares on such record
date);

            


    

     

    
      	
              (iii)  

            	
              evidences
      of indebtedness of the Corporation;
or

            


    

     

    
      	
              (iv)  

            	
              any
      property or assets of the
Corporation;

            


    

     

    and if
such issue or distribution does not constitute a Common Share Reorganization or
a Rights Offering (any of such non-excluded events being herein called a
“Special Distribution”), the Exercise Price shall be adjusted effective
immediately after the record date for the Special Distribution to the amount
determined by multiplying the Exercise Price in effect on the record date for
the Special Distribution by a fraction:

     

    
      	
              (A)  

            	
              the
      numerator of which shall be the difference
  between

            


    

     

    
      	
              (1)  

            	
              the
      product of the number of Common Shares outstanding on such record date and
      the Current Market Price of the Common Shares on such record date,
      and

            


    

     

    
      	
              (2)  

            	
              the
      fair value, as determined by the directors of the Corporation, to the
      holders of Common Shares of the shares, rights, options, warrants,
      evidences of indebtedness or property or assets to be issued or
      distributed in the Special Distribution,
and

            


    

     

    
      	
              (B)  

            	
              the
      denominator of which shall be the product obtained by multiplying the
      number of Common Shares outstanding on such record date by the Current
      Market Price of the Common Shares on such record
  date.

            


    

     

    Any
Common Shares owned by or held for the account of the Corporation shall be
deemed not to be outstanding for the purpose of such calculation. To the extent
that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(c)
as a result of the fixing by the Corporation of a record date for the issue or
distribution of rights, options or warrants to acquire Common Shares or
securities exchangeable for or convertible into Common Shares referred to in
this clause 5(2)(c), the Exercise Price shall be readjusted immediately after
the expiry of any relevant exercise, exchange or conversion right to the amount
which would then be in effect based upon the number of Common Shares issued and
remaining issuable after such expiry and shall be further readjusted in such
manner upon the expiry of any further such right.

     

    
      	
              (d)  

            	
              If
      at any time during the Adjustment Period there shall
  occur:

            


    

     

    
      	
              (i)  

            	
              a
      reclassification or redesignation of the Common Shares, a change of the
      Common Shares into other shares or securities or any other capital
      reorganization involving the Common Shares other than a Common Share
      Reorganization;

            


    

     

    
      	
              (ii)  

            	
              a
      consolidation, amalgamation or merger of the Corporation with or into
      another body corporate which results in a reclassification or
      redesignation of the Common Shares or a change of the Common Shares into
      other shares or securities;

            


    

     

    
      	
              (iii)  

            	
              the
      transfer of the undertaking or assets of the Corporation as an entirety or
      substantially as an entirety to another corporation or
    entity;

            


    

     

    (any of
such events being called a “Capital Reorganization”), after the effective date
of the Capital Reorganization the Warrantholder shall be entitled to receive,
and shall accept, for the same aggregate consideration, upon exercise of the
Warrants, in lieu of the number of Common Shares to which the Warrantholder was
theretofor entitled upon the exercise of the Warrants, the kind and aggregate
number of shares and other securities or property resulting from the Capital
Reorganization which the Warrantholder would have been entitled to receive as a
result of the Capital Reorganization if, on the effective date thereof, the
Warrantholder had been the registered holder of the number of Common Shares
which the Warrantholders was theretofore entitled to purchase or receive upon
the exercise of the Warrants. If necessary, as a result of any such Capital
Reorganization, appropriate adjustments shall be made in the application of the
provisions of this Warrant Certificate with respect to the rights and interests
thereafter of the Warrantholder to the end that the provisions shall thereafter
correspondingly be made applicable as nearly as may reasonably be possible in
relation to any shares or other securities or property thereafter deliverable
upon the exercise of the Warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (e)  

            	
              If
      at any time during the Adjustment Period any adjustment or readjustment in
      the Exercise Price shall occur pursuant to the provisions of clause
      5(2)(a), 5(2)(b) or 5(2)(c) of this Warrant Certificate, then the number
      of Common Shares purchasable upon the subsequent exercise of the Warrants
      shall be simultaneously adjusted or readjusted, as the case may be, by
      multiplying the number of Common Shares purchasable upon the exercise of
      the Warrants immediately prior to such adjustment or readjustment by a
      fraction which shall be the reciprocal of the fraction used in the
      adjustment or readjustment of the Exercise
  Price.

            


    

     

    
      	
              (3)  

            	
              Rules: The
      following rules and procedures shall be applicable to adjustments made
      pursuant to subsection 5(2) hereof:

            


    

     

    
      	
              (a)  

            	
              Subject
      to the following clauses of this subsection 5(3), any adjustment made
      pursuant to subsection 5(2) hereof shall be made successively whenever an
      event referred to therein shall
occur.

            


    

     

    
      	
              (b)  

            	
              No
      adjustment in the Exercise Price shall be required unless such adjustment
      would result in a change of at least one per cent in the then Exercise
      Price and no adjustment shall be made in the number of Common Shares
      purchasable or issuable on the exercise of the Warrants unless it would
      result in a change of at least one one-hundredth of a Common Share;
      provided, however, that any adjustments which except for the provision of
      this clause 5(3)(b) would otherwise have been required to be made shall be
      carried forward and taken into account in any subsequent adjustment.
      Notwithstanding any other provision of subsection 5(2) hereof, no
      adjustment of the Exercise Price shall be made which would result in an
      increase in the Exercise Price or a decrease in the number of Common
      Shares issuable upon the exercise of the Warrants (except in respect of
      the Common Share Reorganization described in subclause 5(2)(a)(iv) hereof
      or a Capital Reorganization described in subclause 5(2)(d)(ii)
      hereof).

            


    

     

    
      	
              (c)  

            	
              No
      adjustment in the Exercise Price or in the number or kind of securities
      purchasable upon the exercise of the Warrants shall be made in respect of
      any event described in section 5 hereof if the Warrantholder is entitled
      to participate in such event on the same terms mutatis mutandis as if
      the Warrantholder had exercised the Warrants prior to or on the record
      date or effective date, as the case may be, of such
  event.

            


    

     

    
      	
              (d)  

            	
              No
      adjustment in the Exercise Price or in the number of Common Shares
      purchasable upon the exercise of the Warrants shall be made pursuant to
      subsection 5(2) hereof in respect of the issue from time to time of Common
      Shares pursuant to the Warrant certificates issued pursuant to any stock
      option, stock purchase or stock bonus plan in effect from time to time for
      directors, officers or employees of the Corporation and/or any subsidiary
      of the Corporation and any such issue, and any grant of options in
      connection therewith, shall be deemed not to be a Common Share
      Reorganization, a Rights Offering nor any other event described in
      subsection 5(2) hereof.

            


    

     

    
      	
              (e)  

            	
              If
      at any time during the Adjustment Period the Corporation shall take any
      action affecting the Common Shares, other than an action described in
      subsection 5(2) hereof, which in the opinion of the directors would have a
      material adverse effect upon the rights of Warrantholders, either or both
      the Exercise Price and the number of Common Shares purchasable upon
      exercise of Warrants shall be adjusted in such manner and at such time by
      action by the directors, in their sole discretion, as may be equitable in
      the circumstances. Failure of the taking of action by the directors so as
      to provide for an adjustment prior to the effective date of any action by
      the Corporation affecting the Common Shares shall be deemed to be
      conclusive evidence that the directors have determined that it is
      equitable to make no adjustment in the
  circumstances.

            


    

     

    
      	
              (f)  

            	
              If
      the Corporation shall set a record date to determine holders of Common
      Shares for the purpose of entitling such holders to receive any dividend
      or distribution or any subscription or purchase rights and shall,
      thereafter and before the distribution to such holders of any such
      dividend, distribution or subscription or purchase rights, legally abandon
      its plan to pay or deliver such dividend, distribution or subscription or
      purchase rights, then no adjustment in the Exercise Price or the number of
      Common Shares purchasable upon exercise of the Warrant shall be required
      by reason of the setting of such record
date.

            


    

     

    
      	
              (g)  

            	
              In
      any case in which this Warrant Certificate shall require that an
      adjustment shall become effective immediately after a record date for an
      event referred to in subsection 5(2) hereof, the Corporation may defer,
      until the occurrence of such event:

            


    

     

    
      	
              (i)  

            	
              issuing
      to the Warrantholder, to the extent that the Warrants are exercised after
      such record date and before the occurrence of such event, the additional
      Common Shares or other securities issuable upon such exercise by reason of
      the adjustment required by such event;
and

            


    

     

    
      	
              (ii)  

            	
              delivering
      to the Warrantholder any distribution declared with respect to such
      additional Common Shares or other securities after such record date and
      before such event;

            


    

     

    provided,
however, that the Corporation shall deliver to the Warrantholder an appropriate
instrument evidencing the right of the Warrantholder upon the occurrence of the
event requiring the adjustment, to an adjustment in the Exercise Price or the
number of Common Shares purchasable upon the exercise of the Warrants and to
such distribution declared with respect to any such additional Common Shares
issuable on the exercise of the Warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (h)  

            	
              In
      the absence of a resolution of the directors fixing a record date for a
      Rights Offering, the Corporation shall be deemed to have fixed as the
      record date therefor the date of the issue of the rights, options or
      warrants issued pursuant to the Rights
Offering.

            


    

     

    
      	
              (i)  

            	
              If
      a dispute shall at any time arise with respect to adjustments of the
      Exercise Price or the number of Common Shares purchasable upon the
      exercise of the Warrants, such disputes shall be conclusively determined
      by the auditors of the Corporation or if they are unable or unwilling to
      act, by such other firm of independent chartered accountants as may be
      selected by the directors and any such determination shall be conclusive
      evidence of the correctness of any adjustment made pursuant to subsection
      5(2) hereof and shall be binding upon the Corporation and the
      Warrantholder.

            


    

     

    
      	
              (j)  

            	
              As
      a condition precedent to the taking of any action which would require an
      adjustment pursuant to subsection 5(2) hereof, including the Exercise
      Price and the number or class of Common Shares or other securities which
      are to be received upon the exercise thereof, the Corporation shall take
      any action which may, in the opinion of counsel to the Corporation, be
      necessary in order that the Corporation may validly and legally issue as
      fully paid and non-assessable shares all of the Common Shares or other
      securities which the Warrantholder is entitled to receive in accordance
      with the provisions of this Warrant
Certificate.

            


    

     

    
      	
              (4)  

            	
              Notice: At
      least 21 days prior to the earlier of the record date or effective date of
      any event which requires or might require an adjustment in any of the
      rights of the Warrantholder under this Warrant Certificate, including the
      Exercise Price or the number of Common Shares which may be purchased under
      this Warrant Certificate, the Corporation shall deliver to the
      Warrantholder a certificate of the Corporation specifying the particulars
      of such event and, if determinable, the required adjustment and the
      calculation of such adjustment. In case any adjustment for which a notice
      in this subsection 5(4) has been given is not then determinable, the
      Corporation shall promptly after such adjustment is determinable deliver
      to the Warrantholder a certificate providing the calculation of such
      adjustment. The Corporation hereby covenants and agrees that the register
      of transfers and share transfer books for the Common Shares will be open,
      and that the Corporation will not take any action which might deprive the
      Warrantholder of the opportunity of exercising the rights of subscription
      contained in this Warrant Certificate, during such 21 day
      period.

            


    

     

    
      	
              6.  

            	
              Further
      Assurances: The Corporation hereby covenants and agrees that it
      will do, execute, acknowledge and deliver, or cause to be done, executed,
      acknowledged and delivered, all and every such other act, deed and
      assurance as the Warrantholder shall reasonably require for the better
      accomplishing and effectuating of the intentions and provisions of this
      Warrant Certificate.

            


    

     

    
      	
              7.  

            	
              Time
      of Essence: Time shall be of the essence of this Warrant
      Certificate.

            


    

     

    
      	
              8.  

            	
              Governing
      Laws: This Warrant Certificate shall be construed in accordance
      with the laws of the Province of Ontario and the federal laws of Canada
      applicable therein.

            


    

     

    
      	
              9.  

            	
              Notices:
      All notices or other communications to be given under this Warrant
      Certificate shall be delivered by hand or by telecopier and, if delivered
      by hand, shall be deemed to have been given on the delivery date and, if
      sent by telecopier, on the date of transmission if sent before 5:00 p.m.
      on a business day or, if such day is not a business day, on the first
      business day following the date of
transmission.

            


    

     

    Notices
to the Corporation shall be addressed to:

     

    Mexoro
Minerals Ltd.

     

    C.
General Retana, #706

     

    Col. San
Felipe

     

    Chihuahua,
Mexico

     

    Attention:                                Mario
Ayub

     

    Telecopier:                                n

     

    Notices
to the Warrantholder shall be addressed to the address of the Warrantholder set
out on the face page of this Warrant Certificate.

     

    The
Corporation and the Warrantholder may change its address for service by notice
in writing to the other of them specifying its new address for service under
this Warrant Certificate.

     

    
      	
              10.  

            	
              Lost
      Certificate: If this Warrant Certificate or any replacement hereof
      becomes stolen, lost, mutilated or destroyed, the Corporation shall, on
      such terms as it may in its discretion impose, acting reasonably, issue
      and deliver a new certificate, in form identical hereto but with
      appropriate changes, representing any unexercised portion of the
      subscription rights represented hereby to replace the certificate so
      stolen, lost, mutilated or
destroyed.

            


    

     

    
      	
              11.  

            	
              Language:
      The parties hereto acknowledge and confirm that they have requested that
      this Warrant Certificate as well as all notices and other documents
      contemplated hereby be drawn up in the English
  language.

            


    

     

    
      	
              12.  

            	
              Transfer:
      The Warrants are transferable and the term “Warrantholder” shall mean and
      include any successor, transferee or assignee of the current or any future
      Warrantholder. The Warrants may by transferred by the Warrantholder
      completing and delivering to the Corporation the transfer form attached
      hereto as schedule B.

            


    

     

    
      	
              13.  

            	
              Successors
      and Assigns: This Warrant Certificate shall enure to the benefit of
      the Warrantholder and the successors and assignees thereof and shall be
      binding upon the Corporation and the successors
  thereof.

            


    

     

    


     

    IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed
by an authorized officer as of the _____ day of, 20.

     

    
      	 
      	
              MEXORO
      MINERALS LTD.

            
	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Authorized
      Signatory

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        
          -  -

           

        

      

    


    SCHEDULE
A

     

    TO:           MEXORO MINERALS
LTD.

     

    SUBSCRIPTION
FORM

     

    The
undersigned hereby subscribes for _______________ shares of common stock
(“Common Shares”) in the capital of Mexoro Minerals Ltd. (the “Corporation”) (or
such other number of common shares or other securities to which such
subscription entitles the undersigned in lieu thereof or in addition thereto
pursuant to the provisions of the warrant certificate (the “Warrant
Certificate”) dated the   day of , 20
issued by the Corporation) at the purchase price of U.S.$0.75 per Common Share
(or at such other purchase price as may be in effect under the provisions of the
Warrant Certificate) and on and subject to the other terms and conditions
specified in the Warrant Certificate and hereunder and encloses herewith a
certified cheque, bank draft or money order in lawful money of the United States
of America payable to the Corporation or has transmitted same day funds in
lawful money of United States of America by wire to such account as the
Corporation directed the undersigned in payment of the subscription
price.

     

    The
undersigned is an “accredited investor” Is defined in Regulation D promulgated
under the United States Securities Act of 1933, as amended (the “Securities
Act”) or is a not U.S. Person or a person within the United States and that the
Common Shares are not being subscribed for on behalf of a U.S. Person (as such
term is defined for the purposes of the Securities Act.

     

    The
undersigned hereby directs that the Common Shares subscribed for be registered
and delivered as follows:

     

    
      	
              Name in Full

            	
              Address

            	
              Number of Common Shares

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    DATED
this ________ day
of                                                                                     ,
20_____.

     

    
      	 
      
	 
      
	 
      	 
      
	
              By:

            	 
      
	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


        
          -  -

           

        

      

    


    SCHEDULE
B

     

    FORM OF
TRANSFER

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________________________________________________________________(include
name and address of the transferee) Warrants exercisable for shares in the
common stock (“Common Shares”) in the capital stock of Mexoro Minerals Ltd. (the
“Corporation”) registered in the name of the undersigned on the register of the
Corporation maintained therefor, and hereby irrevocably appoints
_____________________________________________ the attorney of the undersigned to
transfer the said securities on the books maintained by the Corporation with
full power of substitution.

     

    DATED
this _________ day of _______________, 20________ .

     

    


     

    
      	 
      	 
      	
              Signature
      of Transferor

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Address
      of Transferor

            
	 
      	 
      	 
      


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


        
          -  -

           

        

      

    


    SCHEDULE
C

     

    


     

    NOTICE
OF EXERCISE

     

    (If
Registration Statement Not Effective)

     

    TO:
MEXORO MINERALS LTD.

     

    The
undersigned holder of the within Warrant Certificate, hereby exercises certain
Warrants (the “Exercised Warrants”) evidenced thereby and hereby subscribes for
a number of Common Shares of Mexoro Minerals Ltd. (the “Corporation”) equal to
such number of Common Shares or number or amount of other securities or
property, or combination thereof, to which such exercise entitles him under the
provisions of the Warrant at an aggregate price equal to the product of the
Exercise Price and the number of Exercised Warrants, and on the terms specified
in such Warrant Certificate, and in payment therefor, delivers herewith a bank
draft, certified cheque or money order payable to Mexoro Minerals Ltd.
Capitalized terms not defined herein shall have the definitions set forth in the
Warrant Certificate.

     

    The
undersigned represents that it (A) has had access to such current public
information concerning the Corporation as it considered necessary in connection
with its investment decision and (B) understands that the securities issuable
upon exercise hereof have not been registered under the United States Securities Act of
1933, as amended (the “1933 Act”).

     

    The
undersigned represents and warrants that it: [CHECK ONE ONLY]

     

    ____ A.
is not a U.S. Purchaser and it (1) is not in the United States; (2) is not a
U.S. Person and is not exercising the Warrants for, or on behalf or benefit of,
a U.S. Person or person in the United States; (3) did not execute or deliver the
Subscription Form in the United States; (4) agrees not to engage in hedging
transactions with regard to the Common Shares prior to the expiration of the
one-year distribution compliance period set forth in Rule 903(b)(3) of
Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of
the Warrants are “restricted securities” as defined in Rule 144 of the 1933 Act
and upon the issuance thereof, and until such time as the same is no longer
required under the applicable requirements of the 1933 Act or applicable U.S.
state laws and regulations, the certificates representing the Common Shares will
bear a restrictive legend; and (6) acknowledges that the Corporation shall
refuse to register any transfer of the Common Shares not made in accordance with
the provisions of Regulation S, pursuant to registration under the 1933 Act, or
pursuant to an available exemption from registration under the 1933 Act; and (B)
it holder has not engaged in any “directed selling efforts” (as defined in
Regulation S) in the United States.

     

    ____B.
the undersigned is delivering a written opinion of United States counsel or a
written confirmation from the Corporation to the effect that the Common Shares
to be delivered upon exercise hereof have been registered under the 1933 Act or
are exempt from registration thereunder.

     

    The
undersigned holder understands that the certificate representing the
Corporation’s Common Shares is issued upon exercise of this Warrant will bear a
legend restricting the transfer without registration under the 1933 Act and
applicable state securities laws substantially the form set forth in Section
1(3) of the Warrant Certificate.

     

    Name:

     

    Please
print or type name and address (including postal code)

     

    Address:

     

    Number of
Warrants being Exercised:

     

    DATED
this______ day of_______ ,_________

     

    Signature
guaranteed by:

     

    Name of
registered holder (please print)

     

    
      	
              Signature
      of or on behalf of registered

            
	
              holder

            
	 
      
	 
      
	 
      
	
              Office,
      Title or other Authorization (if holder not an
  individual)