Warrants



Exhibit 10(v)


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OF AMERICA IN
THE ABSENCE OF SUCH REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION.


THE WARRANTS REPRESENTED
BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BY 5:00 P.M.
(TORONTO TIME) ON OR BEFORE THE RELEVANT EXPIRY DATE AND, IN ANY EVENT, NO LATER
THAN AUGUST 12, 2003.


WARRANTS TO ACQUIRE COMMON SHARES


OF


RADIANT ENERGY CORPORATION


        THIS
CERTIFIES THAT, for value received, ROXBOROUGH HOLDINGS LIMITED (the
“Holder”) is the registered holder of 53,288 warrants (the
“Warrants”) of RADIANT ENERGY CORPORATION (the
“Corporation”) which entitle the Holder to acquire, subject to
the terms and conditions set forth in this certificate, one common share (a
“Warrant Share”) in the capital of the Corporation for each
whole Warrant exercised on payment of $1.44 per Warrant Share (the
“Exercise Price”). 


1.    Exercise of Warrants


(a)    Exercise.


	 	Subject to the provisions of subsections 1(b), the Warrants shall be exercisable at any
time, whether in whole or in part, on or prior to 5:00 p.m. (Toronto time) on
August 12, 2003 (the “Time of Expiry”).





(b)    Credit Facility.


	 	
In the event that the Credit Facility of even date herewith in the principal amount
of U.S. $250,000.00 (the “Loan”) granted to the Corporation by the
Holder is repaid, whether in whole or in part, at any time prior to Expiry Date,
the Time of Expiry in respect of a Proportionate Number of Warrants shall be
forthwith accelerated to 5:00 p.m. (Toronto time) on the date that is 30 days
immediately following such repayment, following which time any such Warrants
that have not then been exercised shall be void and of no further force or
effect. For purposes of this subsection 1(b), “Proportionate Number of
Warrants” shall mean the number of Warrants determined by multiplying
53,288 by a fraction, the numerator of which shall be the amount of principal of
the Loan that is repaid and the denominator of which shall be U.S.$250,000.00.





(c)    Manner of Exercise.


        The
right to acquire Warrant Shares may only be exercised by the Holder before the
Time of Expiry by: 


	 	(i)	duly
completing and executing the Exercise Form attached hereto as Schedule A;





	 	(ii)	
remitting a certified cheque, bank draft or money order in lawful money of
Canada, payable to or to the order of “RADIANT ENERGY CORPORATION” at
par where this warrant certificate is so surrendered, for the aggregate Exercise
Price of the Warrant Shares; and





	 	(iii)	
surrendering this certificate to the Corporation at its principal place of
business located at 40 Centre Drive, Orchard Park, New York 14127 and the actual
receipt thereof by the Corporation.





	 	
Upon payment of the Exercise Price in respect of the exercise of the Warrants, the
Holder shall be deemed for all purposes to be the holder of record of such
Warrant Shares and the Corporation covenants that it will cause a certificate or
certificates representing such Warrant Shares to be delivered or mailed to the
Holder at the address specified in the Exercise Form and cause the Holder to be
recorded in its register of shareholders as the holder of the number of Warrant
Shares so purchased within seven days of receipt of all documentation in respect
of such exercise. In the event that the Holder exercises less than all of the
Warrants represented by this certificate, the Corporation shall deliver a new
certificate to the Holder representing the balance of the unexercised Warrants.





	 	
Under
no circumstances is the Corporation obliged to issue fractional shares upon
exercise of the Warrants.





2.    Adjustment in Shares Subject to the Warrants.


(a)    Subdivision, Consolidation of Shares and other Common Share Reorganizations


	 	
In the event the Corporation shall (i) subdivide, redivide or change its
outstanding common shares into a greater number of shares, or (ii) consolidate,
reduce or combine its outstanding Common Shares into a smaller number of shares,
or (iii) issue common shares or securities exchangeable for or convertible into
common shares at a conversion price less than the Fair Market Value (in this
paragraph (a) referred to as “Exchangeable Securities”) to all
or substantially all of the holders of outstanding common shares as a stock
dividend or make a distribution on its outstanding common shares payable in
common shares or Exchangeable Securities (other than, in each case, the issue of
common shares or Exchangeable Securities to holders of outstanding common shares
pursuant to the exercise of an option to receive dividends in the form of common
shares or Exchangeable Securities in lieu of dividends paid in the ordinary
course on the outstanding common shares) (any of such events being referred to
as a “Common Share  Reorganization”), the Exercise Price shall
be adjusted effective immediately after the record date or effective date, as
the case may be, which is used to determine the holders of outstanding common
shares for the happening of a Common Share Reorganization, by multiplying the
Exercise Price in effect immediately prior to such record date or effective date
by a fraction, the numerator of which shall be the number of Common Shares
outstanding on such record date or effective date before giving effect to such
Common Share Reorganization, and the denominator of which shall be the number of
Common Shares outstanding immediately after giving effect to such Common Share
Reorganization (including, in the case where Exchangeable Securities are issued
or distributed, the number of Common Shares that would have been issued had all
such securities been exchanged for or converted into Common Shares on such
effective date or record date).





(b)    Change or Reclassification of Shares, and other Capital Reorganizations


	 	
In
the event the Corporation shall change or reclassify its outstanding common
shares into a different class of securities (other than a Common Share
Reorganization), or a consolidation, amalgamation, or merger of the Corporation
with or into any other corporation 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 (any of such
events being herein called a “Capital Reorganization”), the
Holder, upon any exercise of its right hereunder to purchase common shares after
the effective date of such Capital Reorganization, shall be entitled to receive,
and shall accept, for the same aggregate consideration, in lieu of the number of
Common Shares to which the Holder was theretofore entitled upon such exercise,
the aggregate number of shares, 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
registered holder of the number of common shares that the Holder was theretofore
entitled to acquire upon such exercise. If determined appropriate by the board
of directors of the Corporation, appropriate adjustments shall be made following
any such Capital Reorganization in the application of the provisions set forth
herein, with respect to the rights and interest thereafter of the Holder and the
adjustments to the Exercise Price and/or number or type of shares, to the end
that such provisions shall thereafter correspondingly be made applicable as
nearly as may reasonably be possible in relation to any shares, other securities
or other property thereafter deliverable upon the exercise of any of the
Warrants evidenced hereby.





(c)    Rights Offerings


	 	
If and whenever at any time prior to the Time of Expiry, the Corporation shall fix
a record date or if a date of entitlement to receive is otherwise established
(any such date being hereinafter referred to in this subsection 2(d) as the
“record date”) for the issuance of rights, Warrants or warrants to all
or substantially all the holders or 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 of the Corporation or securities
convertible into or exchangeable for common shares at a price per share or, as
the case may be, having a conversion or exchange price per share less than 95%
of the Fair Market Value (as hereinafter defined) on such record date, (such
event hereinafter referred to as a “Rights Offering”) the
Exercise Price shall be adjusted immediately after such record date so that it
shall equal the price determined by multiplying the Exercise Price in effect on
such record date by a fraction, of which the numerator shall be the total number
of common shares outstanding on such record date plus a number equal to the
number arrived at by dividing the aggregate subscription or purchase price of
the total number of additional common shares offered for subscription or
purchase or, as the case may be, the aggregate conversion or exchange price of
the convertible or exchangeable securities so offered by such Fair Market Value,
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 so offered (or into which the convertible or exchangeable securities so
offered are convertible or exchangeable); 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.





(d)    Special Distributions


	 	
If and whenever at any time prior to the Time of Expiry the Corporation shall fix a
record date for the issue or the distribution to all or substantially all of the
holders of outstanding common shares of: (i) shares of the Corporation of
any class other than common shares (other than the issue of shares to holders of
common shares pursuant to the exercise of an option to receive dividends in the
form of such shares in lieu of dividends paid in the ordinary course on the
common shares); (ii) rights, options or warrants to acquire common shares
or securities exchangeable for or convertible into common shares (excluding
those exercisable for a period expiring not more than 45 days after such record
date); (iii) evidences of indebtedness; or (iv) any property or other
assets, and if such issuance or distribution does not constitute a dividend paid
in the ordinary course, 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 such record date to a price determined by multiplying the
Exercise Price in effect on such record date by a fraction:





	 	(A)	the numerator of which shall be:





	 	(1)	
the product obtained when the number of common shares outstanding on such record
date is multiplied by the Fair Market Value of the common shares on such record
date; less






	 	(2)	
the fair market value, as determined by action by the directors (whose
determination shall be conclusive), to the holders of the common shares of the
shares, rights, options, warrants, evidences of indebtedness or property or
other assets issued or distributed in the Special Distribution; and






	 	(B)	
the denominator of which shall be the product obtained when the number of common
shares outstanding on such record date is multiplied by the Fair Market Value of
the common shares on such record date.






(e)    Adjustments to Common Share Entitlements


	 	
Upon each adjustment of the Exercise Price pursuant to a Common Share Reorganization
or Rights Offering, the Holder shall thereafter be entitled to acquire, at the
Exercise Price resulting from such adjustment, the number of common shares
(calculated to the nearest tenth of a share) obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares which may be acquired hereunder immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.





(f)    Carry Over of Adjustments


	 	
No adjustment to the Exercise Price shall be made if the amount of such adjustment
shall be less than 1% of the Exercise Price in effect immediately prior to the
event giving rise to the adjustment, provided, however, that in such case any
adjustment that would otherwise be required then to be made shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment so carried forward, shall amount
to at least 1% of the Exercise Price.





(g)    Notice of Adjustment


	 	
Upon any adjustment of the number of common shares comprising the Warrant Shares and
upon any adjustment of the Exercise Price, then and in each such case the
Corporation shall give written notice thereof to the Holder, which notice shall
state the Exercise Price and the number of shares or other securities subject to
the unexercised Warrants resulting from such adjustment, and shall set forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the request of the Holder there shall be transmitted
promptly to the Holder a statement of the firm of independent chartered
accountants retained to audit the financial statements of the Corporation to the
effect that such firm concurs in the Corporation’s calculation of the
change.





(h)    Other Notices.


	 	If, at any time:





	 	(i)	the Corporation shall declare any dividend upon its common shares
payable in shares or other securities of the Corporation;





	 	(ii)	the Corporation shall offer for subscription pro rata to the holders
of its common shares any additional shares of any class or other securities of
the Corporation;





	 	(iii)	
there shall be any capital reorganization or reclassification of the share
capital of the Corporation, or consolidation, amalgamation or merger of the
Corporation with, or sale of all or substantially all of its assets to, another
corporation; or





	 	(iv)	there shall be a voluntary or involuntary dissolution, liquidation
or winding-up of the Corporation, 





then, in any one or more of such cases, the Corporation shall give to the Holder (A)
at least 10 days’ prior written notice of the record date for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger,
amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case
of any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up, at least 10 days’ prior written
notice of the date when the same shall take place. Such notice in accordance
with the foregoing clause (A) shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which the holders of
common shares shall be entitled thereto, and such notice in accordance with the
foregoing clause (B) shall also specify the date on which the holders of common
shares shall be entitled to exchange their common shares for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case
may be.


(i)    Fair Market Value


	 	
For the purposes of any computation hereunder, the “Fair Market Value” at
any date shall be the weighted average sale price per share for the common
shares of the Corporation for such of the 25 consecutive trading days
immediately before such date as not less than 500 common shares have traded on
such principal stock exchange or over-the-counter market as the common shares
may then be listed or quoted (as the case may be). The weighted average sale
price shall be determined by dividing the aggregate sale price of all such
shares sold on the said exchange during the said 25 consecutive trading days by
the total number of such shares so sold.





(j)    Disputes


	 	
If a dispute shall at any time arise with respect to adjustments provided for
herein, such dispute shall be conclusively determined by the Corporation’s
auditors (except in cases where any determination relating to adjustments is to
be made by the board of directors 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 action of the directors and any such determination shall be
binding upon the Corporation and the Holder.





(k)    Other Actions


	 	
In case the Corporation, prior to the Time of Expiry, shall take any action
affecting the outstanding common shares, other than an action described herein,
which in the opinion of the board of directors of the Corporation would
materially affect the rights of the Holder, the Exercise Price or the number of
common shares purchasable upon exercise of the Warrants evidenced hereby (or
both, as the case may be) shall be adjusted in such manner, if any, and at such
time, as the directors in their sole discretion may determine to be equitable in
the circumstances.





(l)    Abandonment of Plans


	 	
If the Corporation shall set a record date to determine holders of outstanding
common shares entitled to receive any dividend or distribution or any
subscription or purchase rights and shall, thereafter and before the
distribution to such shareholders of any such dividend, distribution or
subscription or purchase rights, legally abandon its plan to pay or deliver such
dividend, distribution, subscription or purchase rights, then no adjustment in
the Exercise Price or the number of common shares purchasable upon exercise of
any of the Warrants evidenced hereby shall be required solely by reason of the
setting of such record date.





(m)    Deemed Record Date


	 	
In the absence of a resolution of the directors fixing a record date for a Rights
Offering or Special Distribution, the Corporation shall be deemed to have fixed
as the record date therefore the date on which the Rights Offering or Special
Distribution is effected.





(n)    Condition Precedent to Adjustment


	 	
As a condition precedent to the taking of any action which would require any
adjustment in any attribute of the Warrants, including the Exercise Price and
the number or class of shares or other securities which are to be received upon
the exercise thereof, the Corporation shall take any corporate action which may,
in the opinion of counsel, be necessary in order that the Corporation have
unissued and reserved in its authorized capital and may validly and legally
issue as fully paid and non-assessable all shares or other securities that the
holder is entitled to receive on the total exercise thereof in accordance with
the provisions thereof.





(o)    Dividends Paid in the Ordinary Course


	 	
“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) 150% of the
aggregate amount of cash dividends declared payable by the Corporation on the
outstanding common shares in its immediately preceding fiscal year; (ii) 200% of
the arithmetic mean of the aggregate amounts of cash dividends declared payable
by the Corporation on the outstanding common shares in its three immediately
preceding fiscal years; and (iii) 100% of the aggregate consolidated net income
of the Corporation, before extraordinary items, for its immediately preceding
fiscal year.





(p)    No Adjustment and Participation


	 	
No adjustment in the Exercise Price or in the number of common shares purchasable
upon exercise shall be made in respect of any event described in paragraphs (a),
(c) or (d), other than the events referred to in clauses (i) and (ii) of
paragraph (a), if the holders of Warrants are entitled to participate in such
event on the same terms mutatis mutandis as if such holders had exercised their
Warrants prior to or on the effective date or record date of such event.





3.    Shares to be Reserved


The Corporation shall at all
times keep available, and reserve if necessary under applicable law, out of its
authorized and unissued common shares, solely for the purpose of issue upon the
exercise of the Warrants, such number of common shares as shall then be issuable
upon the exercise of the Warrants. The Corporation covenants and agrees that all
Warrant Shares so issuable will, upon payment therefor, be duly authorized and
issued as fully paid and non-assessable. The Corporation will take all such
actions as may be necessary to ensure that all Warrant Shares may be so issued
without violation of any applicable requirements of any exchange upon which the
common shares of the Corporation may be listed or in respect of which the common
shares are qualified for unlisted trading privileges. The Corporation will take
all such actions as are within its power to ensure that all Warrant Shares may
be so issued without violation of any applicable law. 


4.    No Rights as a Shareholder


Nothing herein shall, in itself,
confer or be construed as conferring upon the Holder any right or interest
whatsoever as a shareholder of the Corporation, including, but not limited to,
the right to vote at, to receive notice of, or to attend, meetings of
shareholders or any other proceedings of the Corporation, or the right to
receive dividends and other distributions until such time as the Warrants have
been duly exercised. 


5.    No Transfer


The Warrants evidenced
hereby shall not be assignable or transferable except in accordance with
applicable securities laws. 


6.    Replacement


Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction or mutilation of
this certificate and, if requested by the Corporation, upon delivery of a bond
or indemnity satisfactory to the Corporation (or, in the case of mutilation,
upon surrender of this certificate), the Corporation will issue to the Holder a
replacement certificate (containing the same terms and conditions as this
certificate). 


7.    Time


Time shall be of the essence hereof.


8.    Governing Law


The laws of the Province of Ontario and the federal laws of Canada applicable
therein shall govern the Warrants. 


9.    Successors


This certificate shall
enure to the benefit of and shall be binding upon the Holder and the Corporation
and their respective successors. 


IN WITNESS WHEREOFthe Corporation has caused this certificate to be signed by its duly
authorized officers and its corporate seal hereto affixed. 


DATED at Toronto, Ontario, this 13th day of August, 2001.


	 	RADIANT ENERGY CORPORATION


	 	Per: _________________________________

         (Authorized Signing Officer)





Schedule A


EXERCISE FORM


TO:   RADIANT ENERGY CORPORATION


        The
undersigned hereby irrevocably exercises the right to acquire __________________
common shares of Radiant Energy Corporation (the “Corporation”)
(or such number of other securities or property to which such Warrants entitle
the undersigned in lieu thereof or in addition thereto) and encloses herewith
cash, certified cheque, bank draft or money order, in lawful money of Canada
payable to the order of the Corporation in the amount of $_________ representing
the aggregate Exercise Price of the Warrants exercised. 


        The
common shares (or other securities or property) are to be issued as follows: 


	 	Name: ____________________________________________

(Print Clearly)


	 	Address in full:

_________________________________

_________________________________


	 	Number of common shares:

_________________________________






DATED this ______ day of ________________, _________.




	 	ROXBOROUGH HOLDINGS LIMITED


	 	Per: _________________________________

         (Authorized Signing Officer)
	      	_____________________________________

         (Print full name and title of person signing)





THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OF AMERICA IN
THE ABSENCE OF SUCH REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION.


THE WARRANTS REPRESENTED
BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BY 5:00 P.M.
(TORONTO TIME) ON OR BEFORE THE RELEVANT EXPIRY DATE AND, IN ANY EVENT, NO LATER
THAN AUGUST 12, 2003.


WARRANTS TO ACQUIRE COMMON SHARES


OF


RADIANT ENERGY CORPORATION


        THIS
CERTIFIES THAT, for value received, JOHN M. MARSH (the
“Holder”) is the registered holder of 10,657 warrants (the
“Warrants”) of RADIANT ENERGY CORPORATION (the
“Corporation”) which entitle the Holder to acquire, subject to
the terms and conditions set forth in this certificate, one common share (a
“Warrant Share”) in the capital of the Corporation for each
whole Warrant exercised on payment of $1.44 per Warrant Share (the
“Exercise Price”).


1. Exercise of Warrants


(a)    Exercise.


	 	
Subject to the provisions of subsections 1(b), the Warrants shall be exercisable at any
time, whether in whole or in part, on or prior to 5:00 p.m. (Toronto time) on
August 12, 2003 (the “Time of Expiry”).





(b)    Credit Facility.


	 	
In the event that the Credit Facility of even date herewith in the principal amount
of U.S.$50,000.00 (the “Loan”) granted to the Corporation by the
Holder is repaid, whether in whole or in part, at any time prior to Expiry Date,
the Time of Expiry in respect of a Proportionate Number of Warrants shall be
forthwith accelerated to 5:00 p.m. (Toronto time) on the date that is 30 days
immediately following such repayment, following which time any such Warrants
that have not then been exercised shall be void and of no further force or
effect. For purposes of this subsection 1(b), “Proportionate Number of
Warrants” shall mean the number of Warrants determined by multiplying
10,657 by a fraction, the numerator of which shall be the amount of principal of
the Loan that is repaid and the denominator of which shall be U.S.$50,000.00.





(c)    Manner of Exercise.


        The
right to acquire Warrant Shares may only be exercised by the Holder before the
Time of Expiry by:


	 	(i)	duly
completing and executing the Exercise Form attached hereto as Schedule A;





	 	(ii)	
remitting a certified cheque, bank draft or money order in lawful money of
Canada, payable to or to the order of “RADIANT ENERGY CORPORATION” at
par where this warrant certificate is so surrendered, for the aggregate Exercise
Price of the Warrant Shares; and 





	 	(iii)	
surrendering this certificate to the Corporation at its principal place of
business located at 40 Centre Drive, Orchard Park, New York 14127 and the actual
receipt thereof by the Corporation.





	 	
Upon payment of the Exercise Price in respect of the exercise of the Warrants, the
Holder shall be deemed for all purposes to be the holder of record of such
Warrant Shares and the Corporation covenants that it will cause a certificate or
certificates representing such Warrant Shares to be delivered or mailed to the
Holder at the address specified in the Exercise Form and cause the Holder to be
recorded in its register of shareholders as the holder of the number of Warrant
Shares so purchased within seven days of receipt of all documentation in respect
of such exercise. In the event that the Holder exercises less than all of the
Warrants represented by this certificate, the Corporation shall deliver a new
certificate to the Holder representing the balance of the unexercised Warrants.





	 	Under no circumstances is the Corporation obliged to issue fractional
shares upon exercise of the Warrants.





2.    Adjustment in Shares Subject to the Warrants.


(a)    Subdivision, Consolidation of Shares and other Common Share Reorganizations


	 	
In the event the Corporation shall (i) subdivide, redivide or change its
outstanding common shares into a greater number of shares, or (ii) consolidate,
reduce or combine its outstanding Common Shares into a smaller number of shares,
or (iii) issue common shares or securities exchangeable for or convertible into
common shares at a conversion price less than the Fair Market Value (in this
paragraph (a) referred to as “Exchangeable Securities”) to all
or substantially all of the holders of outstanding common shares as a stock
dividend or make a distribution on its outstanding common shares payable in
common shares or Exchangeable Securities (other than, in each case, the issue of
common shares or Exchangeable Securities to holders of outstanding common shares
pursuant to the exercise of an option to receive dividends in the form of common
shares or Exchangeable Securities in lieu of dividends paid in the ordinary
course on the outstanding common shares) (any of such events being referred to
as a “Common Share Reorganization”), the Exercise Price shall
be adjusted effective immediately after the record date or effective date, as
the case may be, which is used to determine the holders of outstanding common
shares for the happening of a Common Share Reorganization, by multiplying the
Exercise Price in effect immediately prior to such record date or effective date
by a fraction, the numerator of which shall be the number of Common Shares
outstanding on such record date or effective date before giving effect to such
Common Share Reorganization, and the denominator of which shall be the number of
Common Shares outstanding immediately after giving effect to such Common Share
Reorganization (including, in the case where Exchangeable Securities are issued
or distributed, the number of Common Shares that would have been issued had all
such securities been exchanged for or converted into Common Shares on such
effective date or record date).





(b)    Change or Reclassification of Shares, and other Capital Reorganizations


	 	
In the event the Corporation shall change or reclassify its outstanding common
shares into a different class of securities (other than a Common Share
Reorganization), or a consolidation, amalgamation, or merger of the Corporation
with or into any other corporation 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 (any of such
events being herein called a “Capital Reorganization”), the
Holder, upon any exercise of its right hereunder to purchase common shares after
the effective date of such Capital Reorganization, shall be entitled to receive,
and shall accept, for the same aggregate consideration, in lieu of the number of
Common Shares to which the Holder was theretofore entitled upon such exercise,
the aggregate number of shares, 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
registered holder of the number of common shares that the Holder was theretofore
entitled to acquire upon such exercise. If determined appropriate by the board
of directors of the Corporation, appropriate adjustments shall be made following
any such Capital Reorganization in the application of the provisions set forth
herein, with respect to the rights and interest thereafter of the Holder and the
adjustments to the Exercise Price and/or number or type of shares, to the end
that such provisions shall thereafter correspondingly be made applicable as
nearly as may reasonably be possible in relation to any shares, other securities
or other property thereafter deliverable upon the exercise of any of the
Warrants evidenced hereby.





(c)    Rights Offerings


	 	
If and whenever at any time prior to the Time of Expiry, the Corporation shall fix
a record date or if a date of entitlement to receive is otherwise established
(any such date being hereinafter referred to in this subsection 2(d) as the
“record date”) for the issuance of rights, Warrants or warrants to all
or substantially all the holders or 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 of the Corporation or securities
convertible into or exchangeable for common shares at a price per share or, as
the case may be, having a conversion or exchange price per share less than 95%
of the Fair Market Value (as hereinafter defined) on such record date, (such
event hereinafter referred to as a “Rights Offering”) the
Exercise Price shall be adjusted immediately after such record date so that it
shall equal the price determined by multiplying the Exercise Price in effect on
such record date by a fraction, of which the numerator shall be the total number
of common shares outstanding on such record date plus a number equal to the
number arrived at by dividing the aggregate subscription or purchase price of
the total number of additional common shares offered for subscription or
purchase or, as the case may be, the aggregate conversion or exchange price of
the convertible or exchangeable securities so offered by such Fair Market Value,
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 so offered (or into which the convertible or exchangeable securities so
offered are convertible or exchangeable); 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.





(d)    Special Distributions


	 	
If and whenever at any time prior to the Time of Expiry the Corporation shall fix a
record date for the issue or the distribution to all or substantially all of the
holders of outstanding common shares of: (i) shares of the Corporation of
any class other than common shares (other than the issue of shares to holders of
common shares pursuant to the exercise of an option to receive dividends in the
form of such shares in lieu of dividends paid in the ordinary course on the
common shares); (ii) rights, options or warrants to acquire common shares
or securities exchangeable for or convertible into common shares (excluding
those exercisable for a period expiring not more than 45 days after such record
date); (iii) evidences of indebtedness; or (iv) any property or other
assets, and if such issuance or distribution does not constitute a dividend paid
in the ordinary course, 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 such record date to a price determined by multiplying the
Exercise Price in effect on such record date by a fraction:





	 	(A)	the numerator of which shall be:





	 	(1)	
the product obtained when the number of common shares outstanding on such record
date is multiplied by the Fair Market Value of the common shares on such record
date; less





	 	(2)	
the fair market value, as determined by action by the directors (whose
determination shall be conclusive), to the holders of the common shares of the
shares, rights, options, warrants, evidences of indebtedness or property or
other assets issued or distributed in the Special Distribution; and 





	 	(B)	
the denominator of which shall be the product obtained when the number of common
shares outstanding on such record date is multiplied by the Fair Market Value of
the common shares on such record date.





(e)    Adjustments to Common Share Entitlements


	 	
Upon each adjustment of the Exercise Price pursuant to a Common Share Reorganization
or Rights Offering, the Holder shall thereafter be entitled to acquire, at the
Exercise Price resulting from such adjustment, the number of common shares
(calculated to the nearest tenth of a share) obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares which may be acquired hereunder immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.





(f)    Carry Over of Adjustments


	 	
No adjustment to the Exercise Price shall be made if the amount of such adjustment
shall be less than 1% of the Exercise Price in effect immediately prior to the
event giving rise to the adjustment, provided, however, that in such case any
adjustment that would otherwise be required then to be made shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment so carried forward, shall amount
to at least 1% of the Exercise Price.





(g)    Notice of Adjustment


	 	
Upon any adjustment of the number of common shares comprising the Warrant Shares and
upon any adjustment of the Exercise Price, then and in each such case the
Corporation shall give written notice thereof to the Holder, which notice shall
state the Exercise Price and the number of shares or other securities subject to
the unexercised Warrants resulting from such adjustment, and shall set forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the request of the Holder there shall be transmitted
promptly to the Holder a statement of the firm of independent chartered
accountants retained to audit the financial statements of the Corporation to the
effect that such firm concurs in the Corporation’s calculation of the
change.





(h)    Other Notices.


	 	If, at any time:





	 	(i)	the Corporation shall declare any dividend upon its common shares
payable in shares or other securities of the Corporation;





	 	(ii)	the Corporation shall offer for subscription pro rata to the holders
of its common shares any additional shares of any class or other securities of
the Corporation;





	 	(iii)	
there shall be any capital reorganization or reclassification of the share
capital of the Corporation, or consolidation, amalgamation or merger of the
Corporation with, or sale of all or substantially all of its assets to, another
corporation; or





	 	(iv)	there shall be a voluntary or involuntary dissolution, liquidation
or winding-up of the Corporation, 





then, in any one or more of such cases, the Corporation shall give to the Holder (A)
at least 10 days’ prior written notice of the record date for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger,
amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case
of any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up, at least 10 days’ prior written
notice of the date when the same shall take place. Such notice in accordance
with the foregoing clause (A) shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which the holders of
common shares shall be entitled thereto, and such notice in accordance with the
foregoing clause (B) shall also specify the date on which the holders of common
shares shall be entitled to exchange their common shares for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case
may be.


(i)    Fair Market Value


	 	
For the purposes of any computation hereunder, the “Fair Market Value” at
any date shall be the weighted average sale price per share for the common
shares of the Corporation for such of the 25 consecutive trading days
immediately before such date as not less than 500 common shares have traded on
such principal stock exchange or over-the-counter market as the common shares
may then be listed or quoted (as the case may be). The weighted average sale
price shall be determined by dividing the aggregate sale price of all such
shares sold on the said exchange during the said 25 consecutive trading days by
the total number of such shares so sold.





(j)    Disputes


	 	
If a dispute shall at any time arise with respect to adjustments provided for
herein, such dispute shall be conclusively determined by the Corporation’s
auditors (except in cases where any determination relating to adjustments is to
be made by the board of directors 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 action of the directors and any such determination shall be
binding upon the Corporation and the Holder.





(k)    Other Actions


	 	
In case the Corporation, prior to the Time of Expiry, shall take any action
affecting the outstanding common shares, other than an action described herein,
which in the opinion of the board of directors of the Corporation would
materially affect the rights of the Holder, the Exercise Price or the number of
common shares purchasable upon exercise of the Warrants evidenced hereby (or
both, as the case may be) shall be adjusted in such manner, if any, and at such
time, as the directors in their sole discretion may determine to be equitable in
the circumstances.





(l)    Abandonment of Plans


	 	
If the Corporation shall set a record date to determine holders of outstanding
common shares entitled to receive any dividend or distribution or any
subscription or purchase rights and shall, thereafter and before the
distribution to such shareholders of any such dividend, distribution or
subscription or purchase rights, legally abandon its plan to pay or deliver such
dividend, distribution, subscription or purchase rights, then no adjustment in
the Exercise Price or the number of common shares purchasable upon exercise of
any of the Warrants evidenced hereby shall be required solely by reason of the
setting of such record date.





(m)    Deemed Record Date


	 	
In the absence of a resolution of the directors fixing a record date for a Rights
Offering or Special Distribution, the Corporation shall be deemed to have fixed
as the record date therefore the date on which the Rights Offering or Special
Distribution is effected.





(n)    Condition Precedent to Adjustment


	 	
As a condition precedent to the taking of any action which would require any
adjustment in any attribute of the Warrants, including the Exercise Price and
the number or class of shares or other securities which are to be received upon
the exercise thereof, the Corporation shall take any corporate action which may,
in the opinion of counsel, be necessary in order that the Corporation have
unissued and reserved in its authorized capital and may validly and legally
issue as fully paid and non-assessable all shares or other securities that the
holder is entitled to receive on the total exercise thereof in accordance with
the provisions thereof.





(o)    Dividends Paid in the Ordinary Course


	 	
“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) 150% of the
aggregate amount of cash dividends declared payable by the Corporation on the
outstanding common shares in its immediately preceding fiscal year; (ii) 200% of
the arithmetic mean of the aggregate amounts of cash dividends declared payable
by the Corporation on the outstanding common shares in its three immediately
preceding fiscal years; and (iii) 100% of the aggregate consolidated net income
of the Corporation, before extraordinary items, for its immediately preceding
fiscal year.





(p)    No Adjustment and Participation


	 	
No adjustment in the Exercise Price or in the number of common shares purchasable
upon exercise shall be made in respect of any event described in paragraphs (a),
(c) or (d), other than the events referred to in clauses (i) and (ii) of
paragraph (a), if the holders of Warrants are entitled to participate in such
event on the same terms mutatis mutandis as if such holders had exercised their
Warrants prior to or on the effective date or record date of such event.





3.    Shares to be Reserved


The Corporation shall at all
times keep available, and reserve if necessary under applicable law, out of its
authorized and unissued common shares, solely for the purpose of issue upon the
exercise of the Warrants, such number of common shares as shall then be issuable
upon the exercise of the Warrants. The Corporation covenants and agrees that all
Warrant Shares so issuable will, upon payment therefor, be duly authorized and
issued as fully paid and non-assessable. The Corporation will take all such
actions as may be necessary to ensure that all Warrant Shares may be so issued
without violation of any applicable requirements of any exchange upon which the
common shares of the Corporation may be listed or in respect of which the common
shares are qualified for unlisted trading privileges. The Corporation will take
all such actions as are within its power to ensure that all Warrant Shares may
be so issued without violation of any applicable law. 


4.    No Rights as a Shareholder


Nothing herein shall, in itself,
confer or be construed as conferring upon the Holder any right or interest
whatsoever as a shareholder of the Corporation, including, but not limited to,
the right to vote at, to receive notice of, or to attend, meetings of
shareholders or any other proceedings of the Corporation, or the right to
receive dividends and other distributions until such time as the Warrants have
been duly exercised.


5.    No Transfer


The Warrants evidenced
hereby shall not be assignable or transferable except in accordance with
applicable securities laws. 


6.    Replacement


Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction or mutilation of
this certificate and, if requested by the Corporation, upon delivery of a bond
or indemnity satisfactory to the Corporation (or, in the case of mutilation,
upon surrender of this certificate), the Corporation will issue to the Holder a
replacement certificate (containing the same terms and conditions as this
certificate).


7.    Time


Time shall be of the essence hereof.


8.    Governing Law


The laws of the Province of Ontario and the federal laws of Canada applicable
therein shall govern the Warrants. 


9.    Successors


This certificate shall
enure to the benefit of and shall be binding upon the Holder and the Corporation
and their respective successors. 


10.    Currency


Unless otherwise indicated,
all references herein to money are references to the legal currency of Canada. 


IN WITNESS WHEREOFthe Corporation has caused this certificate to be signed by its duly
authorized officers and its corporate seal hereto affixed. 


DATED at Toronto, Ontario, this 13th day of August, 2001.


	 	RADIANT ENERGY CORPORATION


	 	Per: _________________________________

         (Authorized Signing Officer)






Schedule A


EXERCISE FORM


TO:   RADIANT ENERGY CORPORATION



        The
undersigned hereby irrevocably exercises the right to acquire __________________
common shares of Radiant Energy Corporation (the “Corporation”)
(or such number of other securities or property to which such Warrants entitle
the undersigned in lieu thereof or in addition thereto) and encloses herewith
cash, certified cheque, bank draft or money order, in lawful money of Canada
payable to the order of the Corporation in the amount of $  representing
the aggregate Exercise Price of the Warrants exercised.


         The
common shares (or other securities or property) are to be issued as follows: 


	 	Name: ____________________________________________

(Print Clearly)


	 	Address in full:

_________________________________

_________________________________


	 	Number of common shares:

_________________________________






DATED this ______ day of ________________, _________.




	 	(Name of Holder)


	 	Per: _________________________________

         (Authorized Signing Officer)

         (Print full name and title of person signing)





THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OF AMERICA. THE SECURITIES MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OF AMERICA IN
THE ABSENCE OF SUCH REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION.


THE WARRANTS REPRESENTED
BY THIS CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BY 5:00 P.M.
(TORONTO TIME) ON OR BEFORE THE RELEVANT EXPIRY DATE AND, IN ANY EVENT, NO LATER
THAN AUGUST 12, 2003.


WARRANTS TO ACQUIRE COMMON SHARES


OF


RADIANT ENERGY CORPORATION


        THIS
CERTIFIES THAT, for value received, HARA ENTERPRISES, INC. (the
“Holder”) is the registered holder of 26,644 warrants (the
“Warrants”) of RADIANT ENERGY CORPORATION (the
“Corporation”) which entitle the Holder to acquire, subject to
the terms and conditions set forth in this certificate, one common share (a
“Warrant Share”) in the capital of the Corporation for each
whole Warrant exercised on payment of $1.44 per Warrant Share (the
“Exercise Price”).


1. Exercise of Warrants


(a)    Exercise.


	 	
Subject to the provisions of subsections 1(b), the Warrants shall be exercisable at any
time, whether in whole or in part, on or prior to 5:00 p.m. (Toronto time) on
August 12, 2003 (the “Time of Expiry”).





(b)    Credit Facility.


	 	
In the event that the Credit Facility of even date herewith in the principal amount
of U.S.$125,000.00 (the “Loan”) granted to the Corporation by the
Holder is repaid, whether in whole or in part, at any time prior to Expiry Date,
the Time of Expiry in respect of a Proportionate Number of Warrants shall be
forthwith accelerated to 5:00 p.m. (Toronto time) on the date that is 30 days
immediately following such repayment, following which time any such Warrants
that have not then been exercised shall be void and of no further force or
effect. For purposes of this subsection 1(b), “Proportionate Number of
Warrants” shall mean the number of Warrants determined by multiplying
26,644 by a fraction, the numerator of which shall be the amount of principal of
the Loan that is repaid and the denominator of which shall be U.S.$125,000.00.





(c)    Manner of Exercise.


        The
right to acquire Warrant Shares may only be exercised by the Holder before the
Time of Expiry by:


	 	(i)	duly
completing and executing the Exercise Form attached hereto as Schedule A;





	 	(ii)	
remitting a certified cheque, bank draft or money order in lawful money of
Canada, payable to or to the order of “RADIANT ENERGY CORPORATION” at
par where this warrant certificate is so surrendered, for the aggregate Exercise
Price of the Warrant Shares; and 





	 	(iii)	
surrendering this certificate to the Corporation at its principal place of
business located at 40 Centre Drive, Orchard Park, New York 14127 and the actual
receipt thereof by the Corporation.





	 	
Upon payment of the Exercise Price in respect of the exercise of the Warrants, the
Holder shall be deemed for all purposes to be the holder of record of such
Warrant Shares and the Corporation covenants that it will cause a certificate or
certificates representing such Warrant Shares to be delivered or mailed to the
Holder at the address specified in the Exercise Form and cause the Holder to be
recorded in its register of shareholders as the holder of the number of Warrant
Shares so purchased within seven days of receipt of all documentation in respect
of such exercise. In the event that the Holder exercises less than all of the
Warrants represented by this certificate, the Corporation shall deliver a new
certificate to the Holder representing the balance of the unexercised Warrants.





	 	Under no circumstances is the Corporation obliged to issue fractional
shares upon exercise of the Warrants.





2.    Adjustment in Shares Subject to the Warrants.


(a)    Subdivision, Consolidation of Shares and other Common Share Reorganizations


	 	
In the event the Corporation shall (i) subdivide, redivide or change its
outstanding common shares into a greater number of shares, or (ii) consolidate,
reduce or combine its outstanding Common Shares into a smaller number of shares,
or (iii) issue common shares or securities exchangeable for or convertible into
common shares at a conversion price less than the Fair Market Value (in this
paragraph (a) referred to as “Exchangeable Securities”) to all
or substantially all of the holders of outstanding common shares as a stock
dividend or make a distribution on its outstanding common shares payable in
common shares or Exchangeable Securities (other than, in each case, the issue of
common shares or Exchangeable Securities to holders of outstanding common shares
pursuant to the exercise of an option to receive dividends in the form of common
shares or Exchangeable Securities in lieu of dividends paid in the ordinary
course on the outstanding common shares) (any of such events being referred to
as a “Common Share Reorganization”), the Exercise Price shall
be adjusted effective immediately after the record date or effective date, as
the case may be, which is used to determine the holders of outstanding common
shares for the happening of a Common Share Reorganization, by multiplying the
Exercise Price in effect immediately prior to such record date or effective date
by a fraction, the numerator of which shall be the number of Common Shares
outstanding on such record date or effective date before giving effect to such
Common Share Reorganization, and the denominator of which shall be the number of
Common Shares outstanding immediately after giving effect to such Common Share
Reorganization (including, in the case where Exchangeable Securities are issued
or distributed, the number of Common Shares that would have been issued had all
such securities been exchanged for or converted into Common Shares on such
effective date or record date).





(b)    Change or Reclassification of Shares, and other Capital Reorganizations


	 	
In the event the Corporation shall change or reclassify its outstanding common
shares into a different class of securities (other than a Common Share
Reorganization), or a consolidation, amalgamation, or merger of the Corporation
with or into any other corporation 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 (any of such
events being herein called a “Capital Reorganization”), the
Holder, upon any exercise of its right hereunder to purchase common shares after
the effective date of such Capital Reorganization, shall be entitled to receive,
and shall accept, for the same aggregate consideration, in lieu of the number of
Common Shares to which the Holder was theretofore entitled upon such exercise,
the aggregate number of shares, 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
registered holder of the number of common shares that the Holder was theretofore
entitled to acquire upon such exercise. If determined appropriate by the board
of directors of the Corporation, appropriate adjustments shall be made following
any such Capital Reorganization in the application of the provisions set forth
herein, with respect to the rights and interest thereafter of the Holder and the
adjustments to the Exercise Price and/or number or type of shares, to the end
that such provisions shall thereafter correspondingly be made applicable as
nearly as may reasonably be possible in relation to any shares, other securities
or other property thereafter deliverable upon the exercise of any of the
Warrants evidenced hereby.





(c)    Rights Offerings


	 	
If and whenever at any time prior to the Time of Expiry, the Corporation shall fix
a record date or if a date of entitlement to receive is otherwise established
(any such date being hereinafter referred to in this subsection 2(d) as the
“record date”) for the issuance of rights, Warrants or warrants to all
or substantially all the holders or 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 of the Corporation or securities
convertible into or exchangeable for common shares at a price per share or, as
the case may be, having a conversion or exchange price per share less than 95%
of the Fair Market Value (as hereinafter defined) on such record date, (such
event hereinafter referred to as a “Rights Offering”) the
Exercise Price shall be adjusted immediately after such record date so that it
shall equal the price determined by multiplying the Exercise Price in effect on
such record date by a fraction, of which the numerator shall be the total number
of common shares outstanding on such record date plus a number equal to the
number arrived at by dividing the aggregate subscription or purchase price of
the total number of additional common shares offered for subscription or
purchase or, as the case may be, the aggregate conversion or exchange price of
the convertible or exchangeable securities so offered by such Fair Market Value,
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 so offered (or into which the convertible or exchangeable securities so
offered are convertible or exchangeable); 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.





(d)    Special Distributions


	 	
If and whenever at any time prior to the Time of Expiry the Corporation shall fix a
record date for the issue or the distribution to all or substantially all of the
holders of outstanding common shares of: (i) shares of the Corporation of
any class other than common shares (other than the issue of shares to holders of
common shares pursuant to the exercise of an option to receive dividends in the
form of such shares in lieu of dividends paid in the ordinary course on the
common shares); (ii) rights, options or warrants to acquire common shares
or securities exchangeable for or convertible into common shares (excluding
those exercisable for a period expiring not more than 45 days after such record
date); (iii) evidences of indebtedness; or (iv) any property or other
assets, and if such issuance or distribution does not constitute a dividend paid
in the ordinary course, 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 such record date to a price determined by multiplying the
Exercise Price in effect on such record date by a fraction:





	 	(A)	the numerator of which shall be:





	 	(1)	
the product obtained when the number of common shares outstanding on such record
date is multiplied by the Fair Market Value of the common shares on such record
date; less





	 	(2)	
the fair market value, as determined by action by the directors (whose
determination shall be conclusive), to the holders of the common shares of the
shares, rights, options, warrants, evidences of indebtedness or property or
other assets issued or distributed in the Special Distribution; and 





	 	(B)	
the denominator of which shall be the product obtained when the number of common
shares outstanding on such record date is multiplied by the Fair Market Value of
the common shares on such record date.





(e)    Adjustments to Common Share Entitlements


	 	
Upon each adjustment of the Exercise Price pursuant to a Common Share Reorganization
or Rights Offering, the Holder shall thereafter be entitled to acquire, at the
Exercise Price resulting from such adjustment, the number of common shares
(calculated to the nearest tenth of a share) obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares which may be acquired hereunder immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.





(f)    Carry Over of Adjustments


	 	
No adjustment to the Exercise Price shall be made if the amount of such adjustment
shall be less than 1% of the Exercise Price in effect immediately prior to the
event giving rise to the adjustment, provided, however, that in such case any
adjustment that would otherwise be required then to be made shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment so carried forward, shall amount
to at least 1% of the Exercise Price.





(g)    Notice of Adjustment


	 	
Upon any adjustment of the number of common shares comprising the Warrant Shares and
upon any adjustment of the Exercise Price, then and in each such case the
Corporation shall give written notice thereof to the Holder, which notice shall
state the Exercise Price and the number of shares or other securities subject to
the unexercised Warrants resulting from such adjustment, and shall set forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the request of the Holder there shall be transmitted
promptly to the Holder a statement of the firm of independent chartered
accountants retained to audit the financial statements of the Corporation to the
effect that such firm concurs in the Corporation’s calculation of the
change.





(h)    Other Notices.


	 	If, at any time:





	 	(i)	the Corporation shall declare any dividend upon its common shares
payable in shares or other securities of the Corporation;





	 	(ii)	the Corporation shall offer for subscription pro rata to the holders
of its common shares any additional shares of any class or other securities of
the Corporation;





	 	(iii)	
there shall be any capital reorganization or reclassification of the share
capital of the Corporation, or consolidation, amalgamation or merger of the
Corporation with, or sale of all or substantially all of its assets to, another
corporation; or





	 	(iv)	there shall be a voluntary or involuntary dissolution, liquidation
or winding-up of the Corporation, 





then, in any one or more of such cases, the Corporation shall give to the Holder (A)
at least 10 days’ prior written notice of the record date for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger,
amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case
of any such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up, at least 10 days’ prior written
notice of the date when the same shall take place. Such notice in accordance
with the foregoing clause (A) shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which the holders of
common shares shall be entitled thereto, and such notice in accordance with the
foregoing clause (B) shall also specify the date on which the holders of common
shares shall be entitled to exchange their common shares for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case
may be.


(i)    Fair Market Value


	 	
For the purposes of any computation hereunder, the “Fair Market Value” at
any date shall be the weighted average sale price per share for the common
shares of the Corporation for such of the 25 consecutive trading days
immediately before such date as not less than 500 common shares have traded on
such principal stock exchange or over-the-counter market as the common shares
may then be listed or quoted (as the case may be). The weighted average sale
price shall be determined by dividing the aggregate sale price of all such
shares sold on the said exchange during the said 25 consecutive trading days by
the total number of such shares so sold.





(j)    Disputes


	 	
If a dispute shall at any time arise with respect to adjustments provided for
herein, such dispute shall be conclusively determined by the Corporation’s
auditors (except in cases where any determination relating to adjustments is to
be made by the board of directors 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 action of the directors and any such determination shall be
binding upon the Corporation and the Holder.





(k)    Other Actions


	 	
In case the Corporation, prior to the Time of Expiry, shall take any action
affecting the outstanding common shares, other than an action described herein,
which in the opinion of the board of directors of the Corporation would
materially affect the rights of the Holder, the Exercise Price or the number of
common shares purchasable upon exercise of the Warrants evidenced hereby (or
both, as the case may be) shall be adjusted in such manner, if any, and at such
time, as the directors in their sole discretion may determine to be equitable in
the circumstances.





(l)    Abandonment of Plans


	 	
If the Corporation shall set a record date to determine holders of outstanding
common shares entitled to receive any dividend or distribution or any
subscription or purchase rights and shall, thereafter and before the
distribution to such shareholders of any such dividend, distribution or
subscription or purchase rights, legally abandon its plan to pay or deliver such
dividend, distribution, subscription or purchase rights, then no adjustment in
the Exercise Price or the number of common shares purchasable upon exercise of
any of the Warrants evidenced hereby shall be required solely by reason of the
setting of such record date.





(m)    Deemed Record Date


	 	
In the absence of a resolution of the directors fixing a record date for a Rights
Offering or Special Distribution, the Corporation shall be deemed to have fixed
as the record date therefore the date on which the Rights Offering or Special
Distribution is effected.





(n)    Condition Precedent to Adjustment


	 	
As a condition precedent to the taking of any action which would require any
adjustment in any attribute of the Warrants, including the Exercise Price and
the number or class of shares or other securities which are to be received upon
the exercise thereof, the Corporation shall take any corporate action which may,
in the opinion of counsel, be necessary in order that the Corporation have
unissued and reserved in its authorized capital and may validly and legally
issue as fully paid and non-assessable all shares or other securities that the
holder is entitled to receive on the total exercise thereof in accordance with
the provisions thereof.





(o)    Dividends Paid in the Ordinary Course


	 	
“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) 150% of the
aggregate amount of cash dividends declared payable by the Corporation on the
outstanding common shares in its immediately preceding fiscal year; (ii) 200% of
the arithmetic mean of the aggregate amounts of cash dividends declared payable
by the Corporation on the outstanding common shares in its three immediately
preceding fiscal years; and (iii) 100% of the aggregate consolidated net income
of the Corporation, before extraordinary items, for its immediately preceding
fiscal year.





(p)    No Adjustment and Participation


	 	
No adjustment in the Exercise Price or in the number of common shares purchasable
upon exercise shall be made in respect of any event described in paragraphs (a),
(c) or (d), other than the events referred to in clauses (i) and (ii) of
paragraph (a), if the holders of Warrants are entitled to participate in such
event on the same terms mutatis mutandis as if such holders had exercised their
Warrants prior to or on the effective date or record date of such event.





3.    Shares to be Reserved


The Corporation shall at all
times keep available, and reserve if necessary under applicable law, out of its
authorized and unissued common shares, solely for the purpose of issue upon the
exercise of the Warrants, such number of common shares as shall then be issuable
upon the exercise of the Warrants. The Corporation covenants and agrees that all
Warrant Shares so issuable will, upon payment therefor, be duly authorized and
issued as fully paid and non-assessable. The Corporation will take all such
actions as may be necessary to ensure that all Warrant Shares may be so issued
without violation of any applicable requirements of any exchange upon which the
common shares of the Corporation may be listed or in respect of which the common
shares are qualified for unlisted trading privileges. The Corporation will take
all such actions as are within its power to ensure that all Warrant Shares may
be so issued without violation of any applicable law. 


4.    No Rights as a Shareholder


Nothing herein shall, in itself,
confer or be construed as conferring upon the Holder any right or interest
whatsoever as a shareholder of the Corporation, including, but not limited to,
the right to vote at, to receive notice of, or to attend, meetings of
shareholders or any other proceedings of the Corporation, or the right to
receive dividends and other distributions until such time as the Warrants have
been duly exercised.


5.    No Transfer


The Warrants evidenced
hereby shall not be assignable or transferable except in accordance with
applicable securities laws. 


6.    Replacement


Upon receipt of evidence
satisfactory to the Corporation of the loss, theft, destruction or mutilation of
this certificate and, if requested by the Corporation, upon delivery of a bond
or indemnity satisfactory to the Corporation (or, in the case of mutilation,
upon surrender of this certificate), the Corporation will issue to the Holder a
replacement certificate (containing the same terms and conditions as this
certificate).


7.    Time


Time shall be of the essence hereof.


8.    Governing Law


The laws of the Province of Ontario and the federal laws of Canada applicable
therein shall govern the Warrants. 


9.    Successors


This certificate shall
enure to the benefit of and shall be binding upon the Holder and the Corporation
and their respective successors. 


10.    Currency


Unless otherwise indicated,
all references herein to money are references to the legal currency of Canada. 


IN WITNESS WHEREOFthe Corporation has caused this certificate to be signed by its duly
authorized officers and its corporate seal hereto affixed. 


DATED at Toronto, Ontario, this 13th day of August, 2001.


	 	RADIANT ENERGY CORPORATION


	 	Per: _________________________________

         (Authorized Signing Officer)






Schedule A


EXERCISE FORM


TO:   RADIANT ENERGY CORPORATION



        The
undersigned hereby irrevocably exercises the right to acquire __________________
common shares of Radiant Energy Corporation (the “Corporation”)
(or such number of other securities or property to which such Warrants entitle
the undersigned in lieu thereof or in addition thereto) and encloses herewith
cash, certified cheque, bank draft or money order, in lawful money of Canada
payable to the order of the Corporation in the amount of $  representing
the aggregate Exercise Price of the Warrants exercised.


         The
common shares (or other securities or property) are to be issued as follows: 


	 	Name: ____________________________________________

(Print Clearly)


	 	Address in full:

_________________________________

_________________________________


	 	Number of common shares:

_________________________________






DATED this ______ day of ________________, _________.




	 	HARA ENTERPRISES LIMITED


	 	Per: _________________________________

         (Authorized Signing Officer)

         (Print full name and title of person signing)