EXHIBIT 4.54

                               WARRANT CERTIFICATE
                               -------------------

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL
NOT TRADE THE SECURITY BEFORE OCTOBER 15, 2005.

WITHOUT  PRIOR WRITTEN  APPROVAL OF THE TORONTO  STOCK  EXCHANGE (THE "TSX") AND
COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION,  THE WARRANTS REPRESENTED
BY THIS  CERTIFICATE  AND THE COMMON  SHARES  ISSUABLE  UPON THE EXERCISE OF THE
WARRANTS  REPRESENTED  BY  THIS  CERTIFICATE  MAY  NOT  BE  SOLD,   TRANSFERRED,
HYPOTHECATED  OR  OTHERWISE  TRADED ON OR THROUGH THE  FACILITIES  OF THE TSX OR
OTHERWISE  IN CANADA  OR TO OR FOR THE  BENEFIT  OF A  CANADIAN  RESIDENT  UNTIL
OCTOBER 15, 2005.

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUED UPON EXERCISE HEREOF
HAVE NOT BEEN  REGISTERED  UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933, AS
AMENDED (THE "U.S.  SECURITIES ACT").  THESE SECURITIES MAY BE OFFERED,  SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES
IN ACCORDANCE  WITH RULE 904 OF REGULATION S UNDER THE U.S.  SECURITIES  ACT, IF
AVAILABLE,  AND IN COMPLIANCE WITH CANADIAN LOCAL LAWS AND  REGULATIONS,  (C) IN
COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION  REQUIREMENTS UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER,  IF AVAILABLE, AND IN ACCORDANCE
WITH  APPLICABLE  STATE  SECURITIES  LAWS,  (D) IN A  TRANSACTION  THAT DOES NOT
REQUIRE  REGISTRATION  UNDER THE U.S.  SECURITIES  ACT OR ANY  APPLICABLE  STATE
SECURITIES  LAWS,  AND THE  HOLDER  HAS,  PRIOR TO SUCH SALE,  FURNISHED  TO THE
CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE
REASONABLY  SATISFACTORY  TO THE  CORPORATION,  OR (E)  PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT THAT COVERS RESALES OF SECURITIES.

"THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS
WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES, OR FOR THE ACCOUNT OR BENEFIT
OF A U.S.  PERSON UNLESS THIS WARRANT AND SHARES  ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN  REGISTERED  UNDER THE U.S.  SECURITIES ACT AND THE APPLICABLE
SECURITIES  LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE.  "UNITED STATES" AND "U.S.  PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE U. S. SECURITIES ACT."

THIS CERTIFICATE, AND THE SHARE PURCHASE WARRANTS EVIDENCED HEREBY, WILL BE VOID
AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (VANCOUVER TIME) ON JUNE
__,  2010  SUBJECT  TO  ACCELERATION  IN  ACCORDANCE  WITH  THE  TERMS  OF  THIS
CERTIFICATE.


<PAGE>


                                      -2-


               ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.
               --------------------------------------------------

                                                              1,439,128 WARRANTS

                             SHARE PURCHASE WARRANTS
                              DATED: June 15, 2005

     THIS IS TO CERTIFY THAT for value received,  Bridge  Opportunity  Finances,
LLC, a Delaware limited liability company,  with its principal place of business
at 233 S. Wacker Drive,  Suite 5350,  Chicago,  Illinois  60606,  the registered
holder hereof, is entitled for each whole warrant ("Warrant") represented hereby
to purchase one fully paid and  non-assessable  common share ("Common Share") in
the  capital  of  Anthony  Clark  International   Insurance  Brokers  Ltd.  (the
"Corporation") at a price per share equal to Cdn$0.80,  subject to adjustment as
hereinafter  referred  to and to the  provisions  and the terms  and  conditions
hereinafter set forth. This Warrant Certificate entitles the holder to 1,439,128
Warrants representing the right to purchase 1,439,128 Common Shares.

     The right to purchase  Common  Shares  granted by this  certificate  may be
exercised by the registered  holder hereof (such  registered  holder referred to
from time to time herein as the "Warrantholder") in whole or in part at any time
on the date of issue hereof up to and including  5:00 p.m.  (Vancouver  time) on
June __, 2010 subject to  acceleration  as set out herein (the "Time of Expiry",
and the period of time from the date hereof to the Time of Expiry, the "Exercise
Period") by surrender of this Warrant  Certificate  to the  Corporation at 10333
Southport  Road SW,  Suite 355,  Calgary,  Alberta  T2W 3X6,  together  with the
Subscription  Form attached hereto duly executed and completed for the number of
Common  Shares which the holder  hereof is entitled to purchase and the purchase
price of such Common  Shares as herein  provided.  The purchase  price of Common
Shares subscribed for hereunder shall be paid by certified  cheque,  money order
or bank draft payable to the order of the Corporation.

     This Warrant and such payment shall be deemed not to have been  surrendered
and made  except  upon  personal  delivery  thereof or, if sent by post or other
means of  transmission,  upon actual receipt  thereof by the  Corporation at the
office specified above.

     Certificates  for the Common  Shares  subscribed  for will be mailed to the
person specified in the subscription form at the address specified therein after
the due  surrender of such Warrant and payment as  aforesaid.  In the event of a
purchase  of a number  of  Common  Shares  fewer  than the  number  which can be
purchased  pursuant  to this  Warrant,  the holder  shall be entitled to receive
without  charge a new  Warrant  Certificate  in respect  of the  balance of such
shares.

     The holder of this Warrant  Certificate may at any time up to and including
the Time of Expiry upon the surrender  hereof to the  Corporation  at its office
set out above and  payment of any charges  reasonably  required,  exchange  this
Warrant  Certificate  for other  Warrant  Certificates  entitling  the holder to
subscribe in the  aggregate for the same number of Common Shares as is expressed
in this Warrant Certificate.

     All Common Shares issued on or before October 15, 2005 upon the exercise of
the rights  represented  by this Warrant  Certificate  will be subject to a hold
period and may not be traded  until  [October  15,  2005] except as permitted by
applicable  securities laws and regulations  and the  certificates  representing
such Common Shares shall bear the following legends (the "Canadian Legend"):

     "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
     SHALL NOT TRADE THE SECURITY BEFORE [OCTOBER 15, 2005].


<PAGE>


                                      -3-


     "WITHOUT  PRIOR  WRITTEN  APPROVAL  OF THE  TSX  AND  COMPLIANCE  WITH  ALL
     APPLICABLE  SECURITIES  LEGISLATION,  THE  SECURITIES  REPRESENTED  BY THIS
     CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,  HYPOTHECATED OR OTHERWISE TRADED
     ON OR THROUGH THE FACILITIES OF THE TSX OR OTHERWISE IN CANADA OR TO OR FOR
     THE BENEFIT OF A CANADIAN RESIDENT UNTIL, OCTOBER 15, 2005.

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

          (a)  is the  original  subscriber  for such  Warrants,  and  makes the
               representations set forth in the attached subscription form;

          (b)  provides  a  written  opinion  of  counsel  satisfactory  to  the
               Corporation  that the Common Shares to be delivered upon exercise
               of the Warrants have been  registered  under the U. S. Securities
               Act  and the  securities  laws of all  applicable  states  of the
               United States or are exempt from such registration  requirements;
               or

          (c)  provides written  certification  that he is not a U.S. Person (as
               such term is defined in Regulation S  ("Regulation  S") under the
               U.S.   Securities   Act)  and  is  not  exercising  the  Warrants
               represented hereby within the United States or for the account or
               benefit of a U.S.  Person or person in the  United  States in the
               form of the attached Form of Declaration for Removal of Legend.

     The securities represented hereby and the securities issuable upon exercise
of the securities  represented  hereby, are subject to resale restrictions under
applicable Canadian securities laws. The Warrants  represented hereby and Common
Shares which may be acquired hereunder have not been registered under the United
States  Securities  Act of 1933,  as  amended  (the  "U.S.  Securities  Act") or
applicable  state  securities  laws,  and  the  Warrants  as  evidenced  by this
Certificate  may not be  transferred  to or  exercised  by or for the account or
benefit of any "U.S.  Person", as such term is defined in Regulation S under the
U.S.  Securities  Act, or a Person within the United  States  unless  registered
under the U.S.  Securities  Act or  pursuant  to an  applicable  exemption  from
registration under the U.S.  Securities Act and applicable state securities laws
and the Corporation has received an opinion of counsel of recognized standing to
such effect in form and substance  satisfactory to the  Corporation.  The Common
Shares  issuable  upon  exercise  of this  Warrant  Certificate  will  bear  the
following legend (the "US Legend") in addition to the Canadian Legend:

     "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
     SECURITIES  ACT.  THESE  SECURITIES  MAY  BE  OFFERED,  SOLD  OR  OTHERWISE
     TRANSFERRED ONLY (A) TO THE  CORPORATION,  (B) OUTSIDE THE UNITED STATES IN
     ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.  SECURITIES ACT, IF
     AVAILABLE, AND IN COMPLIANCE WITH CANADIAN LOCAL LAWS AND REGULATIONS,  (C)
     IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  UNDER
     THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER,  IF AVAILABLE, AND
     IN ACCORDANCE WITH APPLICABLE  STATE  SECURITIES LAWS, (D) IN A TRANSACTION
     THAT DOES NOT REQUIRE  REGISTRATION  UNDER THE U.S.  SECURITIES  ACT OR ANY
     APPLICABLE  STATE  SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
     FURNISHED  TO THE  CORPORATION  AN OPINION OF COUNSEL OR OTHER  EVIDENCE OF
     EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE

<PAGE>


                                      -4-


     CORPORATION,  OR (E) PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT THAT
     COVERS RESALES OF SECURITIES.

     DELIVERY  OF  THIS  CERTIFICATE  MAY  NOT  CONSTITUTE  "GOOD  DELIVERY"  IN
     SETTLEMENT OF TRANSACTIONS  ON STOCK EXCHANGES IN CANADA.  AT ANY TIME THAT
     THE CORPORATION IS A "FOREIGN  ISSUER" AS DEFINED IN RULE 902 OF REGULATION
     S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE,  BEARING NO LEGEND, THE
     DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM CIBC
     MELLON TRUST COMPANY,  THE  CORPORATION'S  TRANSFER AGENT, UPON DELIVERY OF
     THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO
     CIBC MELLON TRUST COMPANY AND THE CORPORATION,  TO THE EFFECT THAT THE SALE
     OF THE SECURITIES  REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE
     904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."

     provided  that the US Legend may be removed  upon  delivery  of the Form of
     Declaration  for  Removal  of  Legend  attached  hereto.   Holders  of  the
     securities  represented  hereby  should  consult with their legal  advisors
     prior to exercising or transferring the securities represented hereby.

THE  FOLLOWING  ARE  THE  TERMS  AND  CONDITIONS  REFERRED  TO IN  THIS  WARRANT
CERTIFICATE:

1)   No Rights After Time Of Expiry.  Nothing  contained herein shall confer any
     right  upon the  holder  hereof or any other  person  to  subscribe  for or
     purchase any shares of the  Corporation at any time  subsequent to the Time
     of Expiry. After the Time of Expiry this Warrant Certificate and all rights
     thereunder shall be void and of no value.

2)   Adjustment Of Subscription And Purchase Rights. The original Purchase Price
     in effect  and the  number  and type of  securities  purchasable  under the
     Warrants  at any date shall be subject to  adjustment  from time to time as
     follows:

     a)   If and whenever at any time prior to the Expiry Time, the  Corporation
          shall (i) subdivide or redivide the  outstanding  Common Shares into a
          greater  number of shares,  (ii) reduce,  combine or  consolidate  the
          outstanding  Common Shares into a smaller  number of shares,  or (iii)
          issue  Common  Shares or other  Participating  Shares (as  hereinafter
          defined) to the holders of all or substantially all of the outstanding
          Common Shares by way of a stock dividend, the exercise price in effect
          on the effective date of any such event shall be adjusted  immediately
          after such event or on the record date for such issue of Common Shares
          or other  Participating  Shares by way of stock dividend,  as the case
          may be, so that it shall equal the amount  determined  by  multiplying
          the  Purchase  Price in effect  immediately  prior to such  event by a
          fraction,  of which the numerator  shall be the total number of Common
          Shares and other Participating Shares outstanding immediately prior to
          such event and of which the  denominator  shall be the total number of
          Common Shares and other Participating  Shares outstanding  immediately
          after  such  event.  The number of Common  Shares  which the holder is
          entitled to purchase  upon  exercise of each Warrant shall be adjusted
          at the same  time by  multiplying  the  number by the  inverse  of the
          aforesaid  fraction.  Such  adjustments  shall  be  made  successively
          whenever any event referred to in this subsection (a) shall occur. Any
          such issue of Common Shares or other Participating  Shares by way of a
          stock  dividend  shall be deemed to have been made on the record  date
          for the stock  dividend for the purpose of  calculating  the number of

<PAGE>


                                      -5-


          outstanding  Common Shares or other  Participating  Shares immediately
          after such event under this  subsection (a) and subsection (e) of this
          Section 2.

     b)   If and  whenever at any time prior to the Expiry Time the  Corporation
          shall  fix a record  date  for the  issuance  of  rights,  options  or
          warrants to all or substantially all of the holders of the outstanding
          Common Shares,  entitling them, for a period expiring not more than 45
          days after such record  date,  to  subscribe  for or  purchase  Common
          Shares or other Participating  Shares (or securities  convertible into
          or exchangeable for Common Shares or other Participating  Shares) at a
          price per share (or having a conversion  or exchange  price per share)
          less than 75% of the Current Market Price (as hereinafter  defined) on
          such record  date,  the Purchase  Price shall be adjusted  immediately
          after such record date so that it shall equal the price  determined by
          multiplying  the  Purchase  Price in effect on such  record  date by a
          fraction,  of which the numerator  shall be the total number of Common
          Shares  outstanding  on such record date plus the number arrived at by
          dividing the aggregate price of the total number of additional  Common
          Shares or other  Participating  Shares  offered  for  subscription  or
          purchase  (or  the  aggregate  conversion  or  exchange  price  of the
          convertible  or  exchangeable  securities  so offered) by such Current
          Market Price,  and of which the denominator  shall be the total number
          of Common Shares outstanding on such record date plus the total number
          of additional Common Shares or other Participating  Shares offered for
          subscription   or  purchase   (or  into  which  the   convertible   or
          exchangeable  securities so offered are convertible or  exchangeable).
          The number of Common  Shares  which the holder is entitled to purchase
          upon  exercise of each  Warrant  shall be adjusted at the same time by
          multiplying the number by the inverse of the aforesaid  fraction.  Any
          Common Shares owned by or held for the account of the  Corporation  or
          any  subsidiary  of  the  Corporation   shall  be  deemed  not  to  be
          outstanding for the purpose of any such  computation.  Such adjustment
          shall be made  successively  whenever such a record date is fixed.  To
          the extent that any such rights, options or warrants are not so issued
          or any such rights, options or warrants are not exercised prior to the
          expiration  thereof,  the Purchase  Price shall then be re-adjusted to
          the exercise price which would then be in effect based upon the number
          and aggregate price of Common Shares or other Participating Shares (or
          securities convertible into or exchangeable for Common Shares or other
          Participating  Shares)  actually  issued  upon  the  exercise  of such
          rights, options or warrants, as the case may be.

     c)   If and  whenever at any time prior to the Expiry Time the  Corporation
          shall fix a record  date for the  making of a  distribution  to all or
          substantially all the holders of its outstanding Common Shares of: (i)
          shares of any class other than Common Shares or Participating  Shares,
          other than shares  distributed to holders of Common Shares pursuant to
          their  exercise  of options to receive  dividends  in the form of such
          shares  in  lieu  of  Dividends  Paid  in  the  Ordinary   Course  (as
          hereinafter  defined) on the Common Shares and other than the issue of
          Common Shares or other  Participating  Shares to the holders of all or
          substantially  all of the outstanding  Common Shares by way of a stock
          dividend,  or (ii)  subject  to  paragraph  1(b),  rights,  options or
          warrants  (excluding rights exercisable for 45 days or less), or (iii)
          evidence of its indebtedness, or (iv) assets (excluding Dividends Paid
          in the Ordinary Course), including shares of other corporations, then,
          in each such case,  the Purchase  Price shall be adjusted  immediately
          after such record date so that it shall equal the price  determined by
          multiplying  the  Purchase  Price in effect on such  record  date by a
          fraction, of which the numerator shall be the greater of: (i) one; and
          (ii) the total number of Common Shares outstanding on such record date
          multiplied by the Current Market Price per Common Share on such record
          date,  less the fair  market  value  (as  determined  by the  board of


<PAGE>


                                      -6-


          directors of the  Corporation,  which  determination,  absent manifest
          error,  shall be  conclusive)  of such  shares or  rights,  options or
          warrants or evidences of indebtedness or assets so distributed, and of
          which  the  denominator  shall be the total  number  of Common  Shares
          outstanding  on such record date  multiplied  by such  Current  Market
          Price per  Common  Share;  and the number of Common  Shares  which the
          holder is entitled to purchase  upon exercise of each Warrant shall be
          adjusted at the same time by multiplying  the number by the inverse of
          the  aforesaid  fraction.  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  computation.  Such  adjustment  shall be made
          successively  whenever such a record date is fixed. To the extent that
          such  distribution  is  not so  made,  the  exercise  price  shall  be
          re-adjusted  to the  exercise  price  which would then be in effect if
          such  record  date had not been fixed or to the  exercise  price which
          would then be in effect  based upon such shares or rights,  options or
          warrants or evidences of indebtedness or assets actually  distributed,
          as the case may be, and in clause (iv) the term "Dividends Paid in the
          Ordinary  Course" shall  include the value of any  securities or other
          property or assets  distributed  in lieu of cash Dividends Paid in the
          Ordinary  Course.

     d)   If and  whenever  at any time  prior  to the  Expiry  Time  there is a
          reclassification  of the Common  Shares at any time  outstanding  or a
          change  of  the  Common   Shares  into  other   shares  or  a  capital
          reorganization  of the  Corporation  not covered in subsection  (a) of
          this  section  or a  consolidation,  amalgamation  or  merger  of  the
          Corporation  with  or  into  any  other  corporation  or a sale of the
          property  and  assets of the  Corporation  as or  substantially  as an
          entirety to any other person, a holder holding Warrants represented by
          this Warrant  Certificate  which have not been exercised  prior to the
          effective  date  of  such  reclassification,  capital  reorganization,
          consolidation, amalgamation, merger or sale shall thereafter, upon the
          exercise of such Warrants,  be entitled to receive and shall accept in
          lieu of the number of Common Shares, as then constituted, to which the
          holder was previously entitled upon exercise of the Warrants,  but for
          the same  aggregate  consideration  payable  therefor,  the  number of
          shares or other  securities or property of the  Corporation  or of the
          corporation  resulting  from  such  reclassification,   consolidation,
          amalgamation  or  merger or of the  person  to which  such sale may be
          made, as the case may be, that such holder would have been entitled to
          receive   on   such    reclassification,    capital    reorganization,
          consolidation,  amalgamation, merger or sale of, on the effective date
          thereof, as if the holder had been the registered holder of the number
          of Common Shares to which the holder was previously  entitled upon due
          exercise  of the  Warrants.  In any case,  if  necessary,  appropriate
          adjustment  shall be made in the  application  of the  provisions  set
          forth in this  Warrant  Certificate  with  respect  to the  rights and
          interests  thereafter  of the holders of the  Warrants to the end that
          the provisions set forth in this Warrant  Certificate shall thereafter
          correspondingly be made applicable, as nearly as may reasonably be, in
          relation to any shares or  securities  or property to which the holder
          may be entitled upon the exercise of such Warrants thereafter.

     e)   The adjustments  required under the terms of this Warrant  Certificate
          upon the  occurrence  of any of the events  referred  to herein  shall
          become effective  immediately  after a record date for such event. The
          Corporation may defer, until the occurrence of such event,  issuing to
          the holder of any Warrant  exercised after such record date and before
          the  occurrence  of such event the kind and  amount of  shares,  other
          securities  or  property  to  which it would  be  entitled  upon  such
          exercise by reason of the adjustment required by such event. Provided,
          however,  that  the  Corporation  shall  deliver  to  such  holder  an
          appropriate  instrument  evidencing such holder's right to receive the
          kind and amount of shares,  other  securities  or property to which it
          would be entitled  upon the  occurrence  of the event  requiring  such

<PAGE>


                                      -7-


          adjustment and the right to receive any distributions made or declared
          in favour of holders of record of Common  Shares as  constituted  from
          time to time on and after such date as the holder  would,  but for the
          provisions of this subsection  (e), have received,  or become entitled
          to receive, on such exercise.

     f)   The  adjustments   provided  for  in  this  Warrant   Certificate  are
          cumulative  and shall apply to successive  subdivisions,  redivisions,
          reductions,  combinations,  consolidations,  distributions,  issues or
          other events  resulting in any adjustment under the provisions of this
          Warrant Certificate provided that, notwithstanding any other provision
          of this  Section,  no  adjustment  of the Purchase  Price or number of
          Common  Shares,  as then  constituted,  purchasable  shall be required
          unless such  adjustment  would require an increase or decrease,  of at
          least 1% in the Purchase Price or the number of Common Shares, as then
          constituted,  purchasable then in effect.  Provided however,  that any
          adjustments which by reason of this subsection (f) are not required to
          be made  shall be  carried  forward  and  taken  into  account  in any
          subsequent adjustment.

     g)   In the event of any question  arising with respect to the  adjustments
          provided in this Warrant  Certificate,  such  question  shall,  absent
          manifest  error,  be  conclusively  determined  by a firm of chartered
          accountants  appointed by the Corporation  (who may be the auditors of
          the  Corporation)  with the  assistance of legal  counsel,  who may be
          legal counsel to the Corporation;  such accountants  shall have access
          to all necessary  records of the  Corporation  and such  determination
          shall be binding upon the Corporation and the holder.

3)   Definitions. In this Warrant Certificate:

     a)   "Common Shares" means the  Corporation's  presently  authorized common
          voting  shares  without  par value and shall  also  include  any other
          authorized  classes of shares in the capital of the Corporation  which
          do not have special rights and restrictions  attaching fixed dividends
          thereto and  limiting the  participation  of holders of shares of such
          classes  in  the   distribution   of  assets  upon  the  voluntary  or
          involuntary liquidation, dissolution or winding up of the Corporation;

     b)   "Current Market Price" per Common Share or Participating  Share at any
          date  shall be the  closing  price per share for such  shares on a day
          before such date on the TSX (or if the Common Shares are not listed on
          such stock exchange,  on such other stock exchange on which the Common
          Shares are listed as may be selected for such purpose by the directors
          of the  Corporation,  or if the  Common  Shares  are not listed on any
          stock exchange, then on the over the counter market);

     c)   "Dividends Paid in the Ordinary Course" means cash dividends  declared
          payable on the Common Shares in any fiscal year of the  Corporation to
          the extent that such cash  dividends do not exceed,  in the aggregate,
          the greatest of: (i) 50% of the retained  earnings of the  Corporation
          at the end of the immediately  preceding fiscal year; (ii) 150% of the
          aggregate  amount  and/or value of dividends  declared  payable by the
          Corporation on the Common Shares in its immediately  preceding  fiscal
          year;  and (iii) 100% of the net earnings of the  Corporation,  before
          extraordinary items, for its immediately preceding fiscal year (versus
          the  amount or value of all  dividends  paid or  payable in respect of
          such fiscal year which  credited  net  earnings) to be as shown in the
          audited consolidated  financial statements of the Corporation for such
          preceding fiscal year or, if there are no audited financial statements
          with respect to such period,  computed in  accordance  with  generally
          accepted accounting  principles  consistent with the applications made
          in

<PAGE>


-8-


          preparation  of  the  most  recent  audited   consolidated   financial
          statements of the Corporation, and for such purpose the amounts of any
          dividend paid in shares shall be the  aggregate  deemed issue price of
          such shares and the amount of any dividend  paid in other than cash or
          shares shall be the fair market value of such  dividend as declared by
          resolution passed by the board of directors of the Corporation; and

     d)   "Participating  Share"  means  a  share  that  carries  the  right  to
          participate  in earnings or in capital on a liquidation  or winding-up
          to an unlimited degree, or which ranks, in terms of priority,  equally
          with the Common Shares with respect to participation in earnings or in
          capital on a liquidation or winding-up.

4)   No Rights Of Shareholders. The Warrants shall not entitle the holder to any
     rights as a shareholder of the Corporation,  including without  limitation,
     voting rights.

5)   Transferability.  This Warrant is not  transferable  unless the transfer is
     made in accordance with the terms of this Warrant Certificate, the rules of
     the TSX and in accordance with applicable  securities laws. Any permissible
     transfer  shall  be  conducted  in  accordance  with  transfer   procedures
     established by the Corporation from time to time. To transfer Warrants, the
     Warrantholder  must  complete the Form of Transfer  attached to the Warrant
     Certificate.  The holding of this Warrant shall not  constitute  the holder
     hereof a holder of Common  Shares nor  entitle him to any right or interest
     in respect thereof.

6)   New  Certificate.  This  Warrant  Certificate  is  exchangeable,  upon  the
     surrender  hereof  by the  holder  to the  Corporation,  for a new  Warrant
     Certificate  of like  tenor  representing  in the  aggregate  the  right to
     subscribe  for and  purchase  the  number  of  Common  Shares  which may be
     subscribed  for  and  purchased   hereunder,   each  of  such  new  Warrant
     Certificates  to  represent  the right to subscribe  for and purchase  such
     number of Common Shares as shall be designated by the holder at the time of
     such surrender.

7)   Loss,  Mutilation,  Destruction Or Theft Of Warrants.  In case this Warrant
     Certificate  shall become  mutilated or be lost,  destroyed or stolen,  the
     Corporation,  subject to  applicable  law,  shall  issue and  deliver a new
     Warrant Certificate representing the Warrants of like date and tenor as the
     one mutilated,  lost, destroyed or stolen upon surrender of and in place of
     and upon  cancellation of the mutilated  Warrant  Certificate or in lieu of
     and in substitution for the lost,  destroyed or stolen Warrant Certificate.
     The applicant for the issue of a new Warrant  Certificate  representing the
     Warrants  pursuant to this Section shall bear the cost of the issue thereof
     and in case of loss,  destruction or theft shall, as a condition  precedent
     to the issue thereof, furnish to the Corporation such evidence of ownership
     and of the loss,  destruction or theft of the Warrant  Certificate so lost,
     destroyed or stolen as shall be  satisfactory to the Corporation and in its
     discretion  and the  applicant may also be required to furnish an indemnity
     in amount and form  satisfactory to the Corporation in its discretion,  and
     shall  pay  the  reasonable   charges  of  the  Corporation  in  connection
     therewith.

8)   Reservation, Validity. The Corporation covenants and agrees that during the
     exercise  period,  the  Corporation  shall at all  times  reserve  and keep
     available out of its  authorized  shares of Common  Shares,  solely for the
     purpose of  issuance  upon the  exercise  of the  Warrants,  such number of
     Common Shares issuable upon the exercise of this Warrant  certificate.  The
     Corporation  covenants and agrees that, upon exercise of the Warrants,  and
     payment of the exercise  price  therefor,  all Common  Shares shall be duly
     authorized,  validly issued, fully paid and non-assessable.  As long as the
     Warrants  shall be  outstanding,  the  Corporation  shall  cause all Common
     Shares  issuable  upon the exercise of the Warrants to be listed and quoted
     on all

<PAGE>


                                      -9-


     securities  exchanges and systems on which the Common Shares are now listed
     and/or quoted, including the Toronto Stock Exchange.

9)   Governing  Law.  The  Warrants  evidenced  hereby  shall be governed by and
     construed in accordance with the laws of the Province of Alberta.

10)  Time Is Of The Essence.  Time is of the essence  hereof and no extension or
     variation  of the terms of this  Warrant  Certificate  shall  operate  as a
     waiver of this provision.




<PAGE>

                     (Signature Page to Warrant Certificate)
                     ---------------------------------------

IN WITNESS  WHEREOF  this  Warrant  Certificate  has been  executed on behalf of
Anthony Clark International Insurance Brokers Ltd. the 15th day of June, 2005.

                                           ANTHONY CLARK INTERNATIONAL
                                           INSURANCE BROKERS LTD.

                                           By: /s/ Primo Podorieszach
                                              ----------------------------------






<PAGE>


                                      -2-


                                SUBSCRIPTION FORM
                                -----------------

TO:       Anthony Clark International Insurance Brokers Ltd. (the "Corporation")
          The undersigned  registered holder of the within Warrant  Certificate,
          hereby:

(a)  subscribes for _______ common shares  ("Common  Shares") of the Corporation
     at the price per share in Canadian  funds equal to Cdn$0.80  and in payment
     of the  exercise  price  encloses a certified  cheque,  money order or bank
     draft,  in any case in lawful  money of Canada  payable to the order of the
     Corporation; and

(b)  delivers herewith the  above-mentioned  Warrant  Certificate  entitling the
     undersigned to subscribe for the above-mentioned number of Common Shares.

The undersigned represents, warrants and certifies as follows (one (only) of the
following must be checked):

     A.|_|*the undersigned  holder at the time of exercise of the Warrant is not
          in the United States, is not a "U.S.  person" as defined in Regulation
          S under  the  U.S.  Securities  Act of 1933,  as  amended  (the  "U.S.
          Securities  Act") and is not  exercising  the Warrant on behalf of, or
          for the  account or  benefit of a U.S.  person or person in the United
          States and did not execute or deliver this exercise form in the United
          States; OR

     B.|_|*the  undersigned  holder has  delivered  to the  Corporation  and the
          Corporation's  transfer agent an opinion of counsel (which will not be
          sufficient  unless  it is in form and  substance  satisfactory  to the
          Corporation) or such other evidence satisfactory to the Corporation to
          the effect that with respect to the  securities  to be delivered  upon
          exercise of this  Warrant,  the issuance of such  securities  has been
          registered  under  the  U.S.   Securities  Act  and  applicable  state
          securities laws or an exemption from the registration  requirements of
          the  U.S.  Securities  Act and  applicable  state  securities  laws is
          available; OR

     C.|_|*is the original  subscriber of the Warrants and (i) is an "accredited
          investor"  (as such term is defined  in Rule  501(a) of  Regulation  D
          under the U.S. Securities Act (an "Accredited  Investor"),  exercising
          the  Warrant  for its own  account  or the  account  of an  Accredited
          Investor over which it exercises sole investment discretion,  (ii) has
          had  access  to  such  current  public   information   concerning  the
          Corporation  as  it  considered   necessary  in  connection  with  its
          investment decision, (iii) understands that the Common Shares have not
          been registered  under the U.S.  Securities Act and (iv) agrees to the
          restrictions  on  transfer  and  resale  more fully  described  in the
          Warrant Certificate.

     "United States" and "U.S.  person" are as defined in Regulation S under the
     U.S. Securities Act.

The undersigned  holder  acknowledges that the certificate  representing  Common
Shares  issued on or before  October __, 2005 shall bear the Canadian  Legend as
set out in the Warrant Certificate.

The  undersigned  holder  understands  that unless Box A above is  checked,  the
certificate  representing  the Common Shares issued upon exercise of the Warrant
will,  unless the issuance of such securities has been registered under the U.S.
Securities Act and

<PAGE>


                                      -3-


applicable  state  securities  laws,  bear the US  Legend,  as set  forth in the
Warrant  Certificate,  restricting  transfer without registration under the U.S.
Securities Act and  applicable  state  securities  laws unless an exemption from
registration  is  available.  A share  certificate  bearing such a legend is not
considered to be good delivery under the Rules and Policies of The Toronto Stock
Exchange.

The undersigned hereby directs that the said Shares be registered as follows:


------------------------ --------------------------- ---------------------------
Name(s) in full          Address(es)                 Number(s) of Common Shares
                         (including Postal Code
------------------------ --------------------------- ---------------------------

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

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

DATED this ______ day of _______, 200____.


                                        ----------------------------------------
                                        (Signature of Subscriber)


                                        ----------------------------------------
                                        (Print Name of Subscriber)*

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


                                        ----------------------------------------
                                        (Address of Subscriber in full)

(*The name of the signatory must  correspond  with the name upon the face of the
certificate  in every  particular  and the  Corporation  reserves  the  right to
require reasonable assurance that such signature is genuine and effective.)

The certificates  will be mailed by registered mail to the address  appearing in
this Subscription Form.



<PAGE>


                                      -4-


                                FORM OF TRANSFER
                                ----------------

THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE  MAY NOT BE TRANSFERRED TO A U.S.
PERSON OR TO ANY PERSON IN THE UNITED  STATES (AS DEFINED IN  REGULATION S UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED)  OR TO ANY PERSON FOR THE ACCOUNT OR
BENEFIT  OF A U.S.  PERSON OR A PERSON IN THE UNITED  STATES,  EXCEPT IN LIMITED
CIRCUMSTANCES SPECIFIED IN THE WARRANT CERTIFICATE.

Any transfer of Warrants  will require  compliance  with  applicable  securities
legislation.  Transferors  and transferees are urged to consult with their legal
advisors before effecting any such transfer.

FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers unto
(name)   ______________________________   (the  "Transferee"),  of  (residential
address)  ________________________________________________  Warrants  of Anthony
Clark  International   Insurance  Brokers  Ltd.   represented  by  the  attached
certificate,  and  irrevocably  appoints as the attorney of the  undersigned  to
transfer the said  securities  on the books or register of  transfer,  with full
power of substitution.

The undersigned  hereby  certifies that the transfer of these  securities is not
being  made to,  or,  for the  account  or  benefit  of,  and the offer of these
securities  was not made to, or, for the  account or benefit  of, and the person
named above is not, and is not acting for the account or benefit of, a person in
the "United States" or a "U.S.  person" (as such terms are defined in Regulation
S under  the  United  States  Securities  Act of 1933,  as  amended  (the  "U.S.
Securities  Act")),  unless such transfer is exempt from registration  under the
U.S. Securities Act.

DATED the ______ day of _________________, 200__.


================================================================================



---------------------------------------    -------------------------------------
Signature Guaranteed                       (Signature of Warrantholder,  to be
(See instructions to Warrantholders        the same as appears on the face of
below)                                     this Special Warrant Certificate)



Name of Warrantholder:
Address (Please Print):                    -------------------------------------

================================================================================

(The following to be completed by the transferee)

|_| The  undersigned  transferee  hereby  certifies  that  (i) he is not a "U.S.
person"  (as  defined in  Regulation  S under the U.S.  Securities  Act (a "U.S.
Person")),  (ii) at the time of transfer he is not within the United States, and
(iii) he is not acquiring any of the Warrants represented by this Certificate by
or on behalf of any U.S. Person or person within the United States. OR


<PAGE>


                                      -5-


|_| The  undersigned  transferee  acknowledges  that the Warrants and the Common
Shares  issuable upon exercise  hereof are  "restricted  securities"  within the
meaning of Rule 144 under the U.S. Securities Act and may not be offered,  sold,
transferred or exercised absent registration under the U.S. Securities Act or an
exemption therefrom AND the undersigned transferee is delivering herewith, if so
requested by the Corporation, an opinion of U.S. counsel to the effect that this
transfer of the Warrants has been registered under the U.S. Securities Act or is
exempt from registration thereunder.


================================================================================


---------------------------------------    -------------------------------------
Signature Guarantee                        Signature of Transferee


---------------------------------------    -------------------------------------
Date                                       Name of Transferee (Please Print)
================================================================================



Note to Warrantholders:

(1)  In order to transfer the Warrants  represented by this Warrant Certificate,
     this transfer form must be delivered to the Corporation, together with this
     Warrant Certificate.

(2)  The  signature  on the  transfer  form  must be  guaranteed  by a  Canadian
     Schedule 1 chartered bank, a major trust corporation in Canada, a member of
     the Securities Transfer Association  Medallion Program (STAMP), a member of
     the Stock  Exchange  Medallion  Program  (SEMP) or a member of the New York
     Stock Exchange Inc. Medallion Signature Program (MSP).

(3)  Warrants shall only be  transferable in accordance with applicable laws and
     the  applicable  provisions  of the Warrant  Certificate.  The  transfer of
     Warrants may result in the Common Shares  received upon the exercise of the
     Warrants not being freely tradable in the jurisdiction of the purchaser. If
     the  transfer  is to, or for the  account  or  benefit  of, a U.S.  Person,
     special restrictions apply as set out in the Warrant Certificate  governing
     these Warrants.



<PAGE>


                                      -6-


                    FORM OF DECLARATION FOR REMOVAL OF LEGEND
                    -----------------------------------------



TO:     CIBC Mellon Trust Company
        Calgary, Alberta
        as registrar and transfer agent
        for the securities of Anthony Clark International Insurance Brokers Ltd.

The  undersigned  (a)  acknowledges  that the sale of the  securities of Anthony
Clark  International  Insurance  Brokers Ltd. (the  "Corporation") to which this
declaration  relates  is being  made in  reliance  on Rule 904 of  Regulation  S
("Regulation S") under the United States Securities Act of 1933, as amended (the
"1933 Act") and (b) certifies that (1) it is not an affiliate of the Corporation
(as  defined in Rule 405 under the 1933 Act),  (2) the offer of such  securities
was not made to a person in the United States and either (A) at the time the buy
order was originated, the buyer was outside the United States, or the seller and
any person acting on its behalf  reasonably  believed that the buyer was outside
the United  States,  or (B) the  transaction  was  executed  on or  through  the
facilities of the Toronto  Stock  Exchange and neither the seller nor any person
acting on its behalf  knows that the  transaction  has been  prearranged  with a
buyer in the United  States,  (3)  neither the seller nor any  affiliate  of the
seller nor any person  acting on any of their  behalf has engaged or will engage
in any directed  selling  efforts in the United  States in  connection  with the
offer  and sale of such  securities,  (4) the sale is bona  fide and not for the
purpose of "washing off" the resale restrictions  imposed because the securities
are "restricted securities" (as such term is defined in Rule 144(a)(3) under the
1933 Act),  (5) the  seller  does not intend to  replace  such  securities  with
fungible  unrestricted  securities,  and  (6)  the  contemplated  sale  is not a
transaction,  or part of a series of transactions  which,  although in technical
compliance  with  Regulation  S,  is  part  of a plan or  scheme  to  evade  the
registration  provisions  of the 1933 Act.  Terms used herein have the  meanings
given to them by Regulation S.


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



                                                By:
                                                   -----------------------------

                                                Name:

                                                Title:

<PAGE>


                                      -7-


11)  Affirmation by Seller's Broker-Dealer


We   have    read   the    foregoing    representations    of   our    customer,
_________________________________  (the "Seller") dated _______________________,
with regard to our sale,  for such Seller's  account,  of the  _________________
shares of common shares,  represented by certificate  number  ______________  of
Anthony Clark International Insurance Brokers Ltd. and on behalf of ourselves we
certify and affirm that (A) we have no knowledge that the  transaction  had been
prearranged with a buyer in the United States,  (B) the transaction was executed
on or through the  facilities of the Toronto Stock  Exchange and (C) neither we,
nor any person acting on our behalf,  engaged in any directed selling efforts in
connection  with the offer and sale of such  securities.  Terms used herein have
the meanings given to them by Regulation S.


-------------------------------------------
Name of Firm

By:
   ----------------------------------------
   Authorized officer

Date:
     --------------------------------------