THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

                            URANIUM POWER CORPORATION

                          COMMON STOCK PURCHASE WARRANT

            1. Issuance; Certain Definitions. In consideration of good and
valuable consideration, the receipt of which is hereby acknowledged by URANIUM
POWER CORPORATION, a Colorado corporation (the "Company"), ____________or
registered assigns (the "Holder") is hereby granted the right to purchase at any
time commencing September 14, 2004 until 5:00 P.M., New York City time, on
September 14, 2006 (the "Expiration Date"), __________________(____________)
fully paid and nonassessable shares of the Company's Common Stock, $0.001 par
value per share (the "Common Stock"), at an initial exercise price per share
(the "Exercise Price") of $.35 per share, subject to further adjustment as set
forth herein.

            2. Exercise of Warrants.

                  2.1 (a) This Warrant is exercisable in whole or in part at any
time and from time to time. Such exercise shall be effectuated by submitting to
the Company (either by delivery to the Company or by facsimile transmission as
provided in Section 8 hereof) a completed and duly executed Notice of Exercise
(substantially in the form attached to this Warrant) as provided in this
paragraph. The date such Notice of Exercise is faxed to the Company shall be the
"Exercise Date," provided that the Holder of this Warrant tenders this Warrant
Certificate to the Company within five (5) business days thereafter. The Notice
of Exercise shall be executed by the Holder of this Warrant and shall indicate
the number of shares then being purchased pursuant to such exercise. Upon
surrender of this Warrant Certificate, together with appropriate payment of the
Exercise Price for the shares of Common Stock purchased, the Holder shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so purchased.

                  (b) If the Notice of Exercise form elects a "cashless"
exercise, the Holder shall thereby be entitled to receive a number of shares of
Common Stock equal to (x) the excess of the Current Market Value (as defined
below) over the total cash exercise price of the portion of the Warrant then
being exercised, divided by (y) the Market Price of the Common Stock as of the
trading day immediately prior to the Exercise Date. For the purposes of this
Warrant, the terms (Q) "Current Market Value" shall be an amount equal to the
Market Price of the Common Stock as of the trading day immediately prior to the
Exercise Date, multiplied by the number of shares of Common Stock specified in
such Notice of Exercise Form, and (R) "Market Price of the Common Stock" shall
be the average of the Closing Bid Price of the Common Stock (as reported by
Bloomberg L.P.) for the 5 Trading days prior to the exercise date.

                  (c) If the Notice of Exercise form elects a "cash" exercise,
the Exercise Price per share of Common Stock for the shares then being exercised
shall be payable in cash or by certified or official bank check.

                  (d) The Holder shall be deemed to be the holder of the shares
issuable to it in accordance with the provisions of this Section 2.1 on the
Exercise Date

                  2.2 Limitation on Exercise. Notwithstanding the provisions of
this Warrant, the Agreement or of the other Transaction Agreements, in no event
(except (i) as specifically provided in this Warrant as an exception to this
provision, (ii) while there is outstanding a tender offer for any or all of the
shares of the Company's Common Stock, or (iii) at the Holder's option, on at
least sixty-five (65) days' advance written notice from the Holder) shall the

<PAGE>

Holder be entitled to exercise this Warrant, or shall the Company have the
obligation to issue shares upon such exercise of all or any portion of this
Warrant to the extent that, after such exercise the sum of (1) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned
through the ownership of the unexercised portion of the Warrants or other rights
to purchase Common Stock or through the ownership of the unconverted portion of
the Debentures or other convertible securities), and (2) the number of shares of
Common Stock issuable upon the exercise of the Warrants with respect to which
the determination of this proviso is being made, would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the outstanding
shares of Common Stock (after taking into account the shares to be issued to the
Holder upon such exercise). For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), except as otherwise provided in clause (1) of such sentence. The Holder,
by its acceptance of this Warrant, further agrees that if the Holder transfers
or assigns any of the Warrants to a party who or which would not be considered
such an affiliate, such assignment shall be made subject to the transferee's or
assignee's specific agreement to be bound by the provisions of this Section 2.2
as if such transferee or assignee were the original Holder hereof.

            3. Reservation of Shares. Subject to the increase in Shares at the
next meeting of shareholders, the Company hereby agrees that at all times
thereafter during the term of this Warrant there shall be reserved for issuance
upon exercise of this Warrant such number of shares of its Common Stock as shall
be required for issuance upon exercise of this Warrant (the "Warrant Shares").

            4. Mutilation or Loss of Warrant. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of
reasonably satisfactory indemnification, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.


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<PAGE>

            5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

            6. Protection Against Dilution and Other Adjustments.

                  6.1 Adjustment Mechanism. If an adjustment of the Exercise
Price is required pursuant to this Section 6, the Holder shall be entitled to
purchase such number of additional shares of Common Stock as will cause (i) the
total number of shares of Common Stock Holder is entitled to purchase pursuant
to this Warrant, multiplied by (ii) the adjusted Exercise Price per share, to
equal (iii) the dollar amount of the total number of shares of Common Stock
Holder is entitled to purchase before adjustment multiplied by the total
Exercise Price immediately before adjustment.

                  6.2 Capital Adjustments. In case of any stock split or reverse
stock split, stock dividend, reclassification of the Common Stock,
recapitalization, merger or consolidation, or like capital adjustment affecting
the Common Stock of the Company prior to the exercise of this Warrant or its
applicable portion, the provisions of this Section 6 shall be applied as if such
capital adjustment event had occurred immediately prior to the exercise date of
this Warrant and the original Exercise Price had been fairly allocated to the
stock resulting from such capital adjustment; and in other respects the
provisions of this Section shall be applied in a fair, equitable and reasonable
manner so as to give effect, as nearly as may be, to the purposes hereof.

                  6.3 Adjustment for Spin Off. If, for any reason, prior to the
exercise of this Warrant in full, the Company spins off or otherwise divests
itself of a part of its business or operations or disposes all or a part of its
assets in a transaction (the "Spin Off") in which the Company does not receive
compensation for such business, operations or assets, but causes securities of
another entity (the "Spin Off Securities") to be issued to security holders of
the Company, then

            (a) the Company shall cause (i) to be reserved Spin Off Securities
      equal to the number thereof which would have been issued to the Holder had
      all of the Holder's unexercised Warrants outstanding on the record date
      (the "Record Date") for determining the amount and number of Spin Off
      Securities to be issued to security holders of the Company (the
      "Outstanding Warrants") been exercised as of the close of business on the
      trading day immediately before the Record Date (the "Reserved Spin Off
      Shares"), and (ii) to be issued to the Holder on the exercise of all or
      any of the Outstanding Warrants, such amount of the Reserved Spin Off
      Shares equal to (x) the Reserved Spin Off Shares multiplied by (y) a
      fraction, of which (I) the numerator is the amount of the Outstanding
      Warrants then being exercised, and (II) the denominator is the amount of
      the Outstanding Warrants; and

            (b) the Exercise Price on the Outstanding Warrants shall be adjusted
      immediately after consummation of the Spin Off by multiplying the Exercise
      Price by a fraction (if, but only if, such fraction is less than 1.0), the
      numerator of which is the average Closing Bid Price of the Common Stock
      for the five (5) trading days immediately following the fifth trading day
      after the Record Date, and the denominator of which is the average Closing
      Bid Price of the Common Stock on the five (5) trading days immediately
      preceding the Record Date; and such adjusted Exercise Price shall be
      deemed to be the Exercise Price with respect to the Outstanding Warrants
      after the Record Date.

            7. Transfer to Comply with the Securities Act; Registration Rights.

                  7.1 Transfer. This Warrant has not been registered under the
Securities Act of 1933, as amended, (the "Act") and has been issued to the
Holder for investment and not with a view to the distribution of either the
Warrant or the Warrant Shares. Except for transfers to officers, employees and
affiliates of the Holder, neither this Warrant nor any of the Warrant Shares or
any other security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Act relating to such security or an opinion of counsel
satisfactory to the Company that registration is not required under the Act.
Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable upon exercise of this Warrant shall contain a legend on the
face thereof, in form and substance satisfactory to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.


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<PAGE>

                  7.2 Registration Rights. (a) Reference is made to the
Registration Rights Agreement. The Company's obligations under the Registration
Rights Agreement and the other terms and conditions thereof with respect to the
Warrant Shares, including, but not necessarily limited to, the Company's
commitment to file a registration statement including the Warrant Shares, to
have the registration of the Warrant Shares completed and effective, and to
maintain such registration, are incorporated herein by reference.

                  (b) In addition to the registration rights referred to in the
preceding provisions of Section 7.2(a), effective after the expiration of the
effectiveness of the Registration Statement as contemplated by the Registration
Rights Agreement, the Holder shall have piggy-back registration rights with
respect to the Warrant Shares then held by the Holder or then subject to
issuance upon exercise of this Warrant (collectively, the "Remaining Warrant
Shares"), subject to the conditions set forth below. If, at any time after the
Registration Statement has ceased to be effective, the Company participates
(whether voluntarily or by reason of an obligation to a third party) in the
registration of any shares of the Company's stock (other than a registration on
Form S-8 or on Form S-4), the Company shall give written notice thereof to the
Holder and the Holder shall have the right, exercisable within ten (10) business
days after receipt of such notice, to demand inclusion of all or a portion of
the Holder's Remaining Warrant Shares in such registration statement. If the
Holder exercises such election, the Remaining Warrant Shares so designated shall
be included in the registration statement at no cost or expense to the Holder
(other than any costs or commissions which would be borne by the Holder under
the terms of the Registration Rights Agreement); provided, however, that if
there is a managing underwriter of the offering of shares referred to in the
registration statement and such managing underwriter advises the Company in
writing that the number of shares proposed to be included in the offering will
have an adverse effect on its ability to successfully conclude the offering and,
as a result, the number of shares to be included in the offering is to be
reduced, the number of Remaining Warrant Shares of the Holder which were to be
included in the registration (before such reduction) will be reduced pro rata
with the number of shares included for all other parties whose shares are being
registered. The Holder's rights under this Section 7 shall expire at such time
as the Holder can sell all of the Remaining Warrant Shares under Rule 144
without volume or other restrictions or limit provided however, the the Company
will not be required to include the Warrant Shares in any Registration Statement
for in excess of one year from the issuance date of the Warrants).

            8. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
sent by facsimile transmission or sent by certified, registered or express mail,
postage pre-paid. Any such notice shall be deemed given when so delivered
personally, telegraphed, telexed or sent by facsimile transmission, or, if
mailed, four days after the date of deposit in the United States mails, as
follows:

                  (i) if to the Company, to:

                        URANIUM POWER CORPORATION
                        206-475 Howe Street
                        Vancouver, British Columiba
                        Canada
                        Tel: (604) 685-8355
                        Fax: (604) 687-8789

                        with a copy to:

                        George Orr
                        Suite 420 - 475 Howe Street
                        Vancouver, British Columbia
                        Tel: (604) 606-7978
                        Fax: (604) 606-7980


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<PAGE>

                  (ii) if to the Holder, to:

                        with a copy to:

                        Krieger & Prager LLP, Esqs.
                        39 Broadway
                        Suite 1440
                        New York, NY 10006
                        Attn: Samuel M. Krieger, Esq.
                        Telephone No.: (212) 363-2900
                        Telecopier No. (212) 363-2999

Any party may give notice in accordance with this Section to the other parties
designate to another address or person for receipt of notices hereunder.

            9. Supplements and Amendments; Whole Agreement. This Warrant may be
amended or supplemented only by an instrument in writing signed by the parties
hereto. This Warrant contains the full understanding of the parties with respect
to the subject matter hereof and thereof and there are no representations,
warranties, agreements or understandings other than expressly contained herein
and therein.

            10. Governing Law. This Warrant shall be deemed to be a contract
made under the laws of the State of New York for contracts to be wholly
performed in such State and without giving effect to the principles thereof
regarding the conflict of laws. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the State of New
York, New York County in connection with any dispute arising under this Warrant
and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens, to the bringing of any
such proceeding in such jurisdictions.

            11. Jury Trial Waiver. The Company and the Holder hereby waive a
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other in respect of any matter arising out or in
connection with this Warrant.

            12. Counterparts. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

            13. Descriptive Headings. Descriptive headings of the several
Sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.

      IN WITNESS WHEREOF, the Company has executed this Warrant as of the 6th
day of January , 2004.

                                        URANIUM POWER CORPORATION

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


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