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EXHIBIT 4.4

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD AND
MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL DECEMBER 13, 2001 EXCEPT AS
PERMITTED BY THE SECURITIES ACT (BRITISH COLUMBIA) AND REGULATIONS MADE
THEREUNDER.
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WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL
APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH THE FACILITIES OF THE CANADIAN VENTURE EXCHANGE OR OTHERWISE IN CANADA
OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL APRIL 21, 2001.
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THE WARRANT MAY NOT BE EXERCISED UNLESS A CURRENT REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, IS EFFECTIVE OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THE WARRANT MAY NOT BE EXERCISED UNLESS SUCH
EXERCISE, AND THE ISSUANCE OF THE UNDERLYING COMMON STOCK CAN BE EFFECTED IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AS ESTABLISHED BY A WRITTEN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY.
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                       SHARE PURCHASE WARRANT CERTIFICATE

                        VOID AFTER THE CLOSE OF BUSINESS
                        IN VANCOUVER ON DECEMBER 21, 2002

 SHARE PURCHASE WARRANT TO PURCHASE 275,675 COMMON SHARES OF ENERGAS RESOURCES
     INC. (INCORPORATED UNDER THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA)

THIS IS TO CERTIFY THAT, for value received, MANKATO INVESTMENTS L.L.C. (the
"Holder") is entitled to purchase 275,675 fully paid and non-assessable common
shares of ENERGAS RESOURCES INC. (herein called the "Company") as such shares
were constituted on December 13, 2000, at any time up to the close of business
at the City of Vancouver, Province of British Columbia, on December 21, 2002, at
a price of $0.49 (CDN.) per share, upon and subject to the terms and conditions
hereof.

This Warrant may be exercised only at the offices of Pacific Corporate Trust
Company, Suite 830, 625 Howe Street, Vancouver, British Columbia V6C 3B8.

This Warrant is not valid until countersigned by Pacific Corporate Trust
Company.

This Warrant is not transferable and is issued subject to the Terms and
Conditions appended hereto.

IN WITNESS WHEREOF the Company has caused this Warrant to be executed and
Pacific Corporate Trust Company has caused this Warrant to be countersigned by a
duly authorized officer.

DATED:  December 21, 2000

                                          Countersigned
ENERGAS RESOURCES INC.                    PACIFIC CORPORATE TRUST
                                          COMPANY


Per:   /s/ George G. Shaw                 Per:  /s/ Laurie Waddington
    -------------------------------           ------------------------------
    Authorized Signatory                      Authorized Signatory

                   (SEE TERMS AND CONDITIONS ATTACHED HERETO)

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                                                                   SCHEDULE "A"

                         TERMS & CONDITIONS FOR WARRANTS

Terms and Conditions attached to the Share Purchase Warrant issued by ENERGAS
RESOURCES INC. to the Warrant Holder and dated for reference the 21st day of
December, 2000.

                          ARTICLE ONE - INTERPRETATION

Section 1.01 - DEFINITIONS: In these Terms and Conditions, unless there is
something in the subject matter or context inconsistent therewith:

(a)   "Company" means Energas Resources Inc. until a successor corporation shall
      have become such in the manner prescribed in Article 6, and thereafter
      "Company" shall mean such successor corporation;

(b)   "Company's Auditors" means an independent firm of accountants duly
      appointed as auditors of the Company;

(c)   "Director" means a Director of the Company for the time being, and
      reference, without more, to action by the Directors of the Company as a
      Board, or whenever duly empowered, action by an executive committee of the
      Board;

(d)   "herein", "hereby" and similar expressions refer to these Terms and
      Conditions as the same may be amended or modified from time to time; and
      the expression "Article" and "Section" followed by a number refer to the
      specified Article or Section of these Terms and Conditions;

(e)   "person" means an individual, corporation, partnership, trustee or any
      unincorporated organization and words importing persons have a similar
      meaning;

(f)   "Shares" means the common shares in the capital of the Company as
      constituted at the date hereof and any shares resulting from any
      subdivision or consolidation of the Shares;

(g)   "Transfer Agent" means the trust company duly appointed as the Registrar
      and Transfer Agent of the Company;

(h)   "Warrant" means a share purchase warrant of the Company issued and
      presently authorized, as set out in Section 2.01 hereof;

(i)   "Warrant Certificate" means the certificate to which these Terms and
      Conditions are attached;

(j)   "Warrant Holder" or "Holder" means the person named as such on the Warrant
      Certificate;

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

Section 1.02 - INTERPRETATION NOT AFFECTED BY HEADINGS: The division of these
Terms and Conditions into Articles and Sections, and the insertion of headings
are for convenience of reference only and shall not affect the construction of
interpretation thereof.

Section 1.03 - APPLICABLE LAW: The terms hereof and of the Warrant shall be
construed in accordance with the laws of the Province of British Columbia and
the laws of Canada applicable thereto.

ARTICLE TWO - ISSUE OF WARRANTS

Section 2.01 - ISSUE OF WARRANTS: A Warrant as dated above entitling the Holder
to purchase the aggregate of number of Shares referred to on the Warrant
Certificate is hereby authorized to be issued by the Company.

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                                      -2-

Section 2.02 - ADDITIONAL WARRANTS: The Company may at any time and from time to
time do further equity or debt financing and may issue additional Shares,
warrants or grant options or similar rights to purchase Shares.

Section 2.03 - ISSUE IN SUBSTITUTION FOR LOST WARRANTS

(a)      The Warrant Certificate becomes mutilated, lost, destroyed or stolen,
         the Company shall issue and deliver a new Warrant Certificate of like
         date and tenor as the one mutilated, lost, destroyed or stolen, in
         exchange for and in place of and upon cancellation of such mutilated,
         lost, destroyed or stolen Warrant Certificate.

(b)      The Holder shall bear the cost of the issue of a new Warrant
         Certificate hereunder and in the case of the loss destruction or theft
         of the Warrant Certificate, shall furnish to the Company such evidence
         of loss, destruction, or theft as shall be satisfactory to the Company
         in its discretion and the Company may also require the Holder to
         furnish indemnity in an amount and form satisfactory to the Company in
         its discretion, and shall pay the reasonable charges of the Company in
         connection therewith.

Section 2.04 - WARRANT HOLDER NOT A SHAREHOLDER: The Warrant shall not
constitute the Holder a shareholder of the Company, nor entitle it to any right
or interest in respect thereof except as may be expressly provided in the
Warrant.

ARTICLE THREE - TRANSFER

Section 3.01 - TRANSFER OF THE WARRANT: The Warrant Certificate is
non-transferable.



ARTICLE FOUR - EXERCISE OF THE WARRANT

Section 4.01 - METHOD OF EXERCISE OF THE WARRANT: The right to purchase shares
conferred by the Warrant Certificate may be exercised, prior to its expiry time,
by the Holder surrendering it, with a duly completed and executed subscription
in the form attached thereto and cash or a certified cheque payable to or to the
order of the Company, at par in Vancouver, British Columbia, for the purchase
price applicable at the time of surrender in respect of the shares subscribed
for in lawful money of Canada, to the Transfer Agent at its principal office in
the City of Vancouver.

Section 4.02 - EFFECT OF EXERCISE OF THE WARRANT:

(a)      Upon surrender and payment as aforesaid the Shares so subscribed for
         shall be issued and the Holder shall become the holder of record of
         such Shares on the date of such surrender and payment.

(b)      Within ten business days after surrender and payment as aforesaid, the
         Company shall forthwith cause to be delivered to the Holder a
         certificate for the Shares purchased as aforesaid.

Section 4.03 - SUBSCRIPTION FOR LESS THAN ENTITLEMENT: The Holder may subscribe
for and purchase a number of Shares less than the number which it is entitled to
purchase pursuant to the surrendered Warrant Certificate. In the event of any
purchase of a number of Shares less than the number which can be purchased
pursuant to the Warrant Certificate, the Holder shall be entitled to receive a
new Warrant Certificate in respect of the balance of the Shares which it was
entitled to purchase pursuant to the surrendered Warrant Certificate and which
were not then purchased.

Section 4.04 - EXPIRATION OF THE WARRANT: After the expiration of the period
within which the Warrant Certificate is exercisable, all rights thereunder shall
wholly cease and terminate and the Warrant shall be void and of no effect.

Section 4.05 - EXERCISE PRICE: The price per Share which must be paid to
exercise a Warrant is as set forth on the face of the Warrant Certificate.

Section 4.06 - ADJUSTMENT OF EXERCISE PRICE

The number of Shares deliverable upon the exercise of a Warrant shall be subject
to adjustment in the events and in the following:

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                                      -3-

(a)      In the event of any subdivision or subdivisions of the Shares as such
         are constituted on the date hereof at any time while the Warrant is
         outstanding into a greater number of Shares, the Company will
         thereafter deliver at the time of purchase of Shares under the
         Warrant, in addition to the number of Shares in respect of which the
         right to purchase is then being exercised, such additional number of
         Shares as result from said subdivision or subdivisions without the
         Holder making any additional payment or giving any other consideration
         therefor.

(b)      In the event of any consolidation or consolidations of the Shares as
         such are constituted on the date hereof at any time while the Warrant
         is outstanding, into a lesser number of Shares, the Company shall
         thereafter deliver and the Holder shall accept, at the time of purchase
         of Shares under the Warrant, in lieu of the number of Shares in respect
         of which the right to purchase is then being exercised, the lesser
         number of Shares as result from such consolidation or consolidations.

(c)      In the event of any change of the Shares as such are constituted on the
         date hereof at any time while the Warrant is outstanding, the Company
         shall thereafter deliver at the time of purchase of Shares under the
         Warrant the number of Shares of the appropriate class resulting from
         the said change as the Holder would have been entitled to receive in
         respect of the number of Shares so purchased had the right to purchase
         been exercised before such change.

(d)      In the event of any capital reorganization or reclassification of the
         Shares (other than a change in the par value thereof) of the Company or
         in the event of any merger or amalgamation of the Company with or into
         any other company or in the event of any sale of the assets of the
         Company as or substantially as an entirety, then the Holder shall
         thereafter have the right to purchase and receive, in lieu of the
         Shares immediately theretofore purchasable and receivable upon the
         exercise of the rights represented by the Warrant, the kind and amount
         of Shares and other securities and property receivable upon such
         capital reorganization, reclassification, merger, amalgamation or sale
         which the Holder of a number of Shares equal to the number of Shares
         purchasable and receivable upon the exercise of the rights represented
         by the Warrant would have received as a result of such. The subdivision
         or consolidation of Shares at any time outstanding into a greater or
         lesser number of Shares (whether with or without par value) shall not
         be deemed to be a capital reorganization or a reclassification of the
         capital of the Company for the purposes of this paragraph (d).

(e)      If the Company at any time while the Warrant is outstanding pays any
         stock dividend or makes any distribution to its shareholders payable in
         Shares, the Company shall thereafter deliver at the time of purchase of
         Shares under the Warrant, in addition to the number of Shares in
         respect of which the right of purchase is then being exercised, an
         additional number of Shares of the appropriate class as would have been
         payable on the Shares so purchased if they had been outstanding on the
         record date for the payment of such stock dividend.

(f)      The adjustments provided for in this Section are cumulative.

(g)      The Company shall not be required to issue fractional Shares or other
         securities in satisfaction of its obligations hereunder. If any
         fractional interest in a Share or other security would, except for the
         provisions of this paragraph (g), be deliverable upon the exercise of
         the Warrant, the Company shall, at its option, in lieu of delivering a
         fractional Share or other security therefor, satisfy the right to
         receive such fractional interest by payment to the Holder of an amount
         in cash equal (computed in the case of a fraction of a cent to the next
         lower cent) to the current market value of the right to subscribe for
         such fractional interest (computed on the basis of the last sale price
         of Shares of the Company on the Vancouver Stock Exchange preceding the
         day on which such exercise takes place or, if no such price is
         available, at the fair market value thereof as determined by the
         Company's Auditors).

Section 4.07 - DETERMINATION OF ADJUSTMENTS: If any questions shall at any time
arise with respect to the exercise price, such question shall be conclusively
determined by the Company's Auditors, or, if they decline to so act any other
firm of Chartered Accountants, in Vancouver, that the Company may designate and
who shall have access to all appropriate records and such determination shall be
binding upon the Company and the Holders.

ARTICLE FIVE - COVENANTS BY THE COMPANY

Section 5.01 - RESERVATION OF SHARES: The Company will reserve and there will
remain unissued out of its authorized capital a sufficient number of Shares to
satisfy the rights of purchase provided for in the Warrant Certificate.

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                                      -4-

ARTICLE SIX - MERGER AND SUCCESSORS

Section 6.01 - COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS: Nothing herein
contained shall prevent any amalgamation or merger of the Company with or
into any other corporation or corporations, or a conveyance or transfer of
all or substantially all the properties and estates of the Company as an
entirety to any corporation lawfully entitled to acquire and operate same;
provided however that the corporation formed by such amalgamation or merger
or which acquires by conveyance or transfer all or substantially all the
properties and estates of the Company as an entirety shall be a corporation
organized and existing under the laws of Canada or of the United States of
America, or any Province, State, District or Territory thereof, and shall,
simultaneously with such amalgamation, merger, conveyance or transfer, assume
the due and punctual performance and observance of all the covenants and
conditions hereof to be performed or observed by the Company.

Section 6.02 - SUCCESSOR CORPORATION SUBSTITUTED: In case the Company,
pursuant to Section 6.01 shall be amalgamated or merged with or into any
other corporation or corporations, or shall convey or transfer all or
substantially all of its properties and estates as an entirety to any other
corporation, the successor corporation formed by such consolidation or
amalgamation, or into which the Company shall have been amalgamated or merged
or which shall have received a conveyance or transfer as aforesaid, shall
succeed to and be substituted for the Company hereunder. Such changes in
phraseology and form (but not in substance) may be made in the Warrant
Certificate and herein as may be appropriate in view of such amalgamation,
merger or transfer.

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                                SUBSCRIPTION FORM


TO:  ENERGAS RESOURCES INC.

The undersigned being the bearer of the within Warrant Certificate, hereby
subscribes for _____________________ of the common shares referred to in the
said Warrant Certificate according to the conditions thereof and herewith
makes payment of the purchase price in full for the said number of shares.

The undersigned hereby directs that the shares hereby subscribed for be issued
and delivered as follows:

<Table>
<Caption>
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           NAME(S) IN FULL                               ADDRESS                           NUMBER OF SHARES
-------------------------------------- -------------------------------------------- -------------------------------
<S>                                    <C>                                          <C>

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


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</Table>

DATED this                  day of                                    , 200    .
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SIGNATURE


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NOTE: ANY SECURITIES ACQUIRED PURSUANT TO THIS WARRANT CERTIFICATE ON OR PRIOR
TO DECEMBER 13, 2001 WILL BE SUBJECT TO A HOLD PERIOD EXPIRING ON DECEMBER 13,
2001.
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ANY SECURITIES ACQUIRED PURSUANT TO THIS WARRANT CERTIFICATE ON OR PRIOR TO
APRIL 21, 2001 WILL REQUIRE THE FOLLOWING LEGEND: WITHOUT PRIOR WRITTEN APPROVAL
OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE CANADIAN
VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN
RESIDENT UNTIL APRIL 21, 2001.
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