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                                                                     EXHIBIT 2.2

Certificate No.:                                 Number of Warrants:
                 -----------                                         ----------


                       SHARE PURCHASE WARRANT CERTIFICATE

                                       of

                           BELZBERG TECHNOLOGIES INC.
                               (the "Corporation")


                  THIS IS TO CERTIFY that, _________________(the "Holder") is
the registered holder of the number of Warrants (the "Warrants") of the
Corporation specified above and, subject to the terms and conditions contained
below, is entitled to purchase from the Corporation, at any time prior to 5:00
p.m. (Toronto time) on October 16, 2003 (the "Expiry Time"), one Common Share
(as defined below) for each Warrant represented hereby at the price of $5.50 per
Common Share (the "Exercise Price"), upon and subject to the terms and
conditions set out below. Each Common Share shall consist of one fully paid and
non-assessable Common Share of the Corporation.

1. Definitions. As used herein, the following terms shall have the following
respective meanings:

                  "Business Day" means any day except Saturday, Sunday or any
                  day on which the principal chartered banks in the City of
                  Toronto are generally not open for business.

                  "Capital Reorganization" has the meaning ascribed thereto in
                  Section 5.1.

                  "Common Shares" means the common shares without nominal or par
                  value in the capital of the Corporation as constituted on the
                  date hereof and in the event of a change, subdivision,
                  redivision, reduction, combination or consolidation thereof or
                  any other adjustment under Section 5.1 hereof, or successive
                  such changes, subdivisions, redivisions, reductions,
                  combinations, consolidations or other adjustments, then
                  subject to the adjustments, if any, having been made in
                  accordance with the provisions of this Warrant Certificate,
                  "Common Shares" shall thereafter mean the shares, other
                  securities or other property resulting from such change,
                  subdivision, redivision, reduction, combination or
                  consolidation or other adjustment.

                  "Common Share Reorganization" has the meaning ascribed thereto
                  in Section 5.1.

                  "Corporation" means Belzberg Technologies Inc., a company
                  incorporated under the laws of the Province of Ontario.

                  "Exercise Price" has the meaning ascribed thereto in the first
                  paragraph of this Warrant Certificate.

                  "Expiry Time" has the meaning ascribed thereto in the first
                  paragraph of this Warrant Certificate.

                  "Holder" means the registered holder of this Warrant
                  Certificate as shown above.

                  "person" includes an individual, a trust, a partnership, a
                  body corporate or politic, a syndicate, a joint venture, a
                  company, an association and any other form of incorporated or
                  unincorporated organization or entity.

                  "Rights Offering" has the meaning ascribed thereto in Section
                  5.1.


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                  "Share Distribution" has the meaning ascribed thereto in
                  Section 5.1.

2. Termination of Rights. All rights under any of the Warrants represented by
this Warrant Certificate in respect of which the right of subscription and
purchase therein provided for shall not theretofore have been exercised shall
wholly cease and terminate and such Warrants shall be wholly void and of no
valid or binding effect after the Expiry Time.

3. Method of Exercise of Warrants

3.1      Exercise. The right to purchase Common Shares pursuant to this Warrant
         Certificate may only be exercised by the Holder before the Expiry Time
         by:

         (a)      duly completing and executing a subscription substantially in
                  the form attached hereto, in the manner therein indicated; and

         (b)      surrendering this Warrant Certificate and the duly completed
                  and executed subscription form to the registered office of the
                  Corporation, 40 King Street West, Suite 3400, Toronto,
                  Ontario, M5H 3Y2 together with payment of the purchase price
                  for the Common Shares subscribed for in the form of cash or a
                  certified cheque payable to the Corporation in an amount equal
                  to the then applicable Exercise Price multiplied by the number
                  of Common Shares subscribed for.

3.2      Issue of Common Shares. Upon such delivery and payment as aforesaid,
         the Corporation shall cause to be issued to the Holder the Common
         Shares to be issued as a result thereof and the Holder shall become a
         holder in respect of such Common Shares with effect from the date of
         such delivery and payment and shall be entitled to delivery of a
         certificate or certificates evidencing such shares. The Corporation
         shall cause such certificate or certificates to be mailed to the Holder
         at the address or addresses specified in such subscription form within
         five (5) business days of such delivery and payment as herein provided.

3.3      Reservation of Common Shares. The Corporation covenants and agrees that
         until the Expiry Time, while any of the Warrants shall be outstanding,
         it shall reserve and there shall remain unissued out of its authorized
         capital a sufficient number of Common Shares to satisfy the right of
         purchase herein provided, as such right of purchase may be adjusted
         pursuant to Sections 5.1 and 5.2 hereof. All Common Shares which shall
         be issued upon the exercise of the right to purchase herein provided
         for, upon payment therefor of the amount at which such Common Shares
         may at the time be purchased pursuant to the provisions hereof, shall
         be issued as fully paid and non-assessable shares and the holders
         thereof shall not be liable to the Corporation or its creditors in
         respect thereof.

4. Covenants of Corporation

         The Corporation covenants and agrees that:

         (a)      it shall make all requisite filings under the securities
                  legislation applicable to it in order that the Corporation
                  continue as a reporting issuer not in default of any
                  requirements of such legislation;

         (b)      use its best efforts to arrange for the additional listing and
                  reservation for issuance of the Common Shares issued in
                  connection with the exercise of Warrants, and ensure that the
                  Common Shares remain listed and posted on the facilities of
                  the Toronto Stock Exchange;

         (c)      it shall at all times maintain its corporate existence;


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         (d)      use its best efforts to well and truly perform and carry out
                  all of the acts or things to be done by it as provided in this
                  Warrant Certificate.

5. Anti-Dilution Provisions

5.1      Adjustment to Exercise Price. The Exercise Price in effect at any date
         and the Common Shares to be issued upon exercise of this Warrant
         Certificate shall be subject to adjustment from time to time as
         follows:

         (a)      If and whenever at any time after the date hereof and prior to
                  the Expiry Time the Corporation shall (i) subdivide its then
                  outstanding Common Shares into a greater number of Common
                  Shares, (ii) consolidate its then outstanding Common Shares
                  into a lesser number of Common Shares or (iii) issue Common
                  Shares (or securities exchangeable for or convertible into
                  Common Shares) to the holders of all or substantially all of
                  its then outstanding Common Shares by way of a stock dividend
                  or other distribution (any of such events herein called a
                  "Common Share Reorganization"), then the Exercise Price shall
                  be adjusted effective immediately after the effective date of
                  any such event in (i) or (ii) above or the record date at
                  which the holders of Common Shares are determined for the
                  purpose of any such dividend or distribution in (iii) above,
                  as the case may be, by multiplying the Exercise Price in
                  effect on such effective date or record date, as the case may
                  be, by a fraction, the numerator of which shall be the number
                  of Common Shares outstanding on such effective date or record
                  date, as the case may be, 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 securities exchangeable for or convertible into
                  Common Shares are distributed, the number of Common Shares
                  that would be outstanding if such securities were exchanged
                  for or converted into Common Shares. Such adjustment shall be
                  made successively whenever any such effective date or record
                  date shall occur; and any such issue of Common Shares by way
                  of stock dividend or other distribution shall be deemed to
                  have been made on the record date for the stock dividend or
                  other distribution for the purpose of calculating the number
                  of outstanding Common Shares under this Section 5.1.

         (b)      If and whenever at any time after the date hereof and prior to
                  the Expiry Time, the Corporation shall distribute to all or
                  substantially all the holders of the Common Shares (i) shares
                  of any class of shares other than Common Shares, (ii) rights,
                  options or warrants or other securities (other than those
                  referred to above), (iii) evidences of indebtedness, or (iv)
                  property, the number of Common Shares to be issued by the
                  Corporation under this Warrant Certificate shall, at the time
                  of exercise of the right of subscription and purchase under
                  this Warrant Certificate, be appropriately adjusted and the
                  Holder shall receive, in lieu of the number of the Common
                  Shares in respect of which the right to purchase is then being
                  exercised, the aggregate number of Common Shares or other
                  securities or property that the Holder would have been
                  entitled to receive as a result of such event, if, on the
                  record date thereof, the Holder had been the registered holder
                  of the number of Common Shares to which the Holder was
                  theretofore entitled upon the exercise of the rights of the
                  Holder hereunder.


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         (c)      If and whenever at any time after the date hereof and prior to
                  the Expiry Time there is a capital reorganization of the
                  Corporation or a reclassification or other change in the
                  Common Shares (other than a Common Share Reorganization) or a
                  consolidation or merger or amalgamation of the Corporation
                  with or into any other corporation or other entity (other than
                  a consolidation, merger or amalgamation which does not result
                  in any reclassification of the outstanding Common Shares or a
                  change of the Common Shares into other securities), or a
                  transfer of all or substantially all of the Corporation's
                  undertaking and assets to another corporation or other entity
                  in which the holders of Common Shares are entitled to receive
                  shares, other securities or other property (any of such events
                  being called a "Capital Reorganization"), the Holder, where he
                  has not exercised the right of subscription and purchase under
                  this Warrant Certificate prior to the effective date of such
                  Capital Reorganization, shall be entitled to receive and shall
                  accept, upon the exercise of such right, on such date or any
                  time thereafter, for the same aggregate consideration in lieu
                  of the number of Common Shares to which he was theretofore
                  entitled to subscribe for and purchase, the aggregate number
                  of shares or other securities or property which the Holder
                  would have been entitled to receive as a result of such
                  Capital Reorganization if, on the effective date thereof, he
                  had been the registered holder of the number of Common Shares
                  to which he was theretofore entitled to subscribe for and
                  purchase.

         (d)      If and whenever at any time after the date hereof and prior to
                  the Expiry Time, any of the events set out in clauses (a), (b)
                  or (c) of this Section 5.1 shall occur and the occurrence of
                  such event results in an adjustment of the Exercise Price
                  pursuant to the provisions of this Section 5.1, then the
                  number of Common Shares purchaseable pursuant to this Warrant
                  shall be adjusted contemporaneously with the adjustment of the
                  Exercise Price by multiplying the number of Common Shares then
                  otherwise purchaseable on the exercise thereof by a fraction,
                  the numerator of which shall be the Exercise Price in effect
                  immediately prior to the adjustment and the denominator of
                  which shall be the Exercise Price resulting from such
                  adjustment.

         (e)      If the Corporation takes any action affecting its Common
                  Shares to which the foregoing provisions of this Section 5.1,
                  in the opinion of the board of directors of the Corporation,
                  acting in good faith, are not strictly applicable, or if
                  strictly applicable would not fairly adjust the rights of the
                  Holder against dilution in accordance with the intent and
                  purposes hereof, or would otherwise materially affect the
                  rights of the Holder of the Warrants hereunder, then the
                  Corporation shall execute and deliver to the Holder an
                  amendment hereto providing for an adjustment in the
                  application of such provisions so as to adjust such rights as
                  aforesaid in such manner as the board of directors of the
                  Corporation may determine to be equitable in the
                  circumstances, acting in good faith. The failure of the taking
                  of action by the board of directors of the Corporation to so
                  provide for any adjustment on or prior to the effective date
                  of any action or occurrence giving rise to such state of facts
                  will be conclusive evidence that the board of directors has
                  determined that it is equitable to make no adjustment in the
                  circumstances.

5.2      Rules and Procedures. The following rules and procedures shall be
         applicable to the adjustments made pursuant to Section 5.1:

         (a)      no adjustment in the Exercise Price shall be required unless a
                  change of at least 1% of the prevailing Exercise Price would
                  result, provided, however, that any adjustment which, except
                  for the provisions of this clause (a), would otherwise have
                  been required to be made, shall be carried forward and taken
                  into account in any subsequent adjustment;

         (b)      the adjustments provided for in Section 5.1 are cumulative and
                  shall apply to successive subdivisions, consolidations,
                  dividends, distributions and other events resulting in any
                  adjustment under the provisions of such clause;

         (c)      in the absence of a resolution of the board of directors of
                  the Corporation fixing a record date for any dividend or
                  distribution referred to in (a)(iii) of Section 5.1, the
                  Corporation shall be deemed to have fixed as the record date
                  therefor the date on which such dividend or distribution is
                  effected;


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         (d)      if the Corporation sets a record date to take any action and
                  thereafter and before the taking of such action abandons its
                  plan to take such action, then no adjustment to the Exercise
                  Price will be required by reason of the setting of such record
                  date;

         (e)      forthwith after any adjustment to the Exercise Price or the
                  Common Shares purchaseable pursuant to the Warrants, the
                  Corporation shall provide to the Holder a certificate of an
                  officer of the Corporation certifying as to the amount of such
                  adjustment and, in reasonable detail, describing the event
                  requiring and the manner of computing or determining such
                  adjustment; and

         (f)      any question that at any time or from time to time arises with
                  respect to the amount of any adjustment to the Exercise Price
                  or other adjustment pursuant to Section 5.1 shall be
                  conclusively determined by a firm of independent chartered
                  accountants (who may be the Corporation's auditors) and shall
                  be binding upon the Corporation and the Holder.

5.3      Notices. At least 21 days prior to the effective date or record date,
         as the case may be, of any event referred to in Section 5.1, the
         Corporation shall notify the Holder of the particulars of such event
         and the estimated amount of any adjustment required as a result
         thereof.

5.4      Amendments. On the happening of each and every such event set out in
         Section 5.1, the applicable provisions of this Warrant Certificate,
         including the Exercise Price, shall, ipso facto, be deemed to be
         amended accordingly and the Corporation shall take all necessary action
         so as to comply with such provisions as so amended.

6. Holder not a Shareholder. The holding of Warrants represented by this Warrant
Certificate shall not constitute the Holder hereof a shareholder of the
Corporation nor entitle the Holder to any right or interest in respect thereof,
except as expressly provided in this Warrant Certificate.

7. U.S. Legend. Neither the Share Purchase Warrants represented by this Warrant
Certificate nor the Common Shares issuable upon exercise of such Share Purchase
Warrants have been registered under the United States Securities Act of 1933, as
amended (the "Act") or the securities laws of any State, and, therefore, neither
may be offered, sold or otherwise transferred within the United States or to, or
for the account or benefit of U.S. persons, as such term is defined by
Regulation S under the Act.

8. Replacement of Warrant Certificate. In the event that this Warrant
Certificate is mutilated, destroyed, stolen or lost, the Corporation, in its
discretion, may issue a replacement Warrant Certificate of like date and tenor
as the mutilated, destroyed, stolen or lost Warrant Certificate in exchange for
and in the place of, and upon cancellation of, such mutilated Warrant
Certificate or in lieu of, or in substitution for, such destroyed, stolen or
lost Warrant Certificate. In the event that the Holder requests the Corporation
to replace a mutilated, destroyed, stolen or lost Warrant Certificate, the
Holder shall furnish the Corporation, as a condition precedent to the issuance
of a replacement Warrant Certificate, such evidence of ownership and of
mutilation, destruction, theft or loss as shall be satisfactory to the
Corporation, in its reasonable discretion, and the Holder may also be required
to furnish an indemnity in amount and form satisfactory to the Corporation, in
its reasonable discretion. All expenses and reasonable charges associated with
procuring such indemnity and with the preparation and delivery of a replacement
Warrant Certificate shall be borne by the Holder.

9. Enforcement of Rights. Subject as hereinafter provided, all or any of the
rights conferred upon the Holder by the terms hereof may be enforced by the
Holder by appropriate legal proceedings. No recourse under or upon any
obligation, covenant or agreement contained herein shall be had against any
shareholder, director or officer of the Corporation either directly or through
the Corporation, it being expressly agreed and declared that the obligations
under the Warrants are solely corporate obligations and that no personal
liability whatever shall attach to or be incurred by the shareholders, directors
or officers of the Corporation or any of them in respect thereof, any and all
rights and claims against every such shareholder, officer or director being
hereby expressly waived as a condition of and as a consideration for the issue
of the Warrants.

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10. Subscription for Less than Entitlement. The Holder may subscribe for and
purchase any lesser number of Common Shares than the number of Common Shares
expressed in this Warrant Certificate. In the case of any subscription for a
lesser number of Common Shares than expressed in this Warrant Certificate, the
Holder hereof shall be entitled to receive at no cost to the Holder a new
Warrant Certificate in respect of the balance of the Warrants not then
exercised. Such new Warrant Certificate shall be mailed to the Holder by the
Corporation, contemporaneously with the mailing of the certificate or
certificates representing the Common Shares issued pursuant to Section 3.2.

11. Treatment of Registered Holder. The Corporation may deem and treat the
registered holder of this Warrant Certificate as the absolute owner of the
Warrants represented thereby for all purposes, and the Corporation shall not be
affected by any notice or knowledge to the contrary except where the Corporation
is required to take notice by statute or by order of a court of competent
jurisdiction. The Holder shall be entitled to the rights evidenced by this
Warrant Certificate free from all equities or rights of set-off or counterclaim
between the Corporation and the original or any intermediate holder thereof and
all persons may act accordingly and the receipt by the Holder of the Common
Shares purchaseable pursuant to this Warrant Certificate shall be a good
discharge to the Corporation for the same and the Corporation shall not be bound
to inquire into the title of the Holder except where the Corporation is required
to take notice by statute or by order of a court of competent jurisdiction.

12. Notice

         12.1     All notices or demands hereunder to the parties hereto shall
                  be sufficiently given if made in writing and deposited in the
                  mail, postage prepaid, and addressed to the parties,
                  respectively as follows:

                  if to the Corporation

                  Belzberg Technologies Inc.
                  40 King Street West
                  Toronto, ON
                  M5H 3Y2

                  Attention:        The Chairman & CEO


                  and if to the Holder

                  [o]

                  Attention:        [o]


         12.2     Either the Corporation or any Holder may change the address to
                  which notices or demands shall be delivered to the Corporation
                  or the Holder by like notice given at least ten (10) days
                  before the effective date of such change of address.

13. Time. Time shall be of the essence hereof.

14. Successors and Assigns. Subject to any restrictions on, and any requirements
for, transfer set forth herein, this Warrant Certificate and all of its
provisions shall enure to the benefit of the Holder and the Holder's heirs,
executors, administrators, successors, assigns and legal personal
representatives and shall be binding upon the Corporation and its successors and
permitted assigns.


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15. Governing Laws. This Warrant Certificate shall be governed by, performed,
construed and enforced in accordance with the laws of the Province of Ontario
and the laws of Canada applicable herein and shall be treated in all respects as
an Ontario contract.

16. Currency. All dollar amounts shown in this Warrant Certificate are expressed
in Canadian currency.

17. Transferability. The Warrants evidence by this Warrant Certificate are
transferable without the approval of the Corporation.

18. Ranking of Warrants. All Share Purchase Warrants shall rank pari passu
whatever may be their actual date of issue.


                  IN WITNESS WHEREOF the Corporation has caused this Warrant
Certificate to be signed by its duly authorized officer.

                  DATED as of the o day of April, 2002.

                                         BELZBERG TECHNOLOGIES INC.



                                         By:
                                             ----------------------------------
                                             Authorized Signature


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                                SUBSCRIPTION FORM


TO BE COMPLETED IF WARRANTS ARE TO BE EXERCISED:


TO:               Belzberg Technologies Inc.
                  40 King Street West
                  Toronto, ON
                  M5H 3Y2


                  The undersigned hereby subscribes for _____________________
Common Shares of Belzberg Technologies Inc. according to the terms and
conditions set forth in the annexed warrant certificate (or such number of other
securities or property to which such warrant entitles the undersigned to acquire
under the terms and conditions set forth in the annexed warrant certificate). If
the number of Common Shares for which the undersigned is subscribing is not
specified above, the undersigned will be deemed to be exercising all of the
warrants evidenced by the annexed warrant certificate.


                  Address for Delivery ________________________________________
                  of Shares:
                                       ________________________________________

                                       ________________________________________

                                       ________________________________________

                  Attention:           ________________________________________



                  Exercise Price
                  Tendered ($5.50 per
                  Common Share or
                  as adjusted)                         $
                                                       -------------------------


                  DATED at _________ , this _____ , day of ________ , ______ .


                  Witness:    )
                                   --------------------------------------------
                              )    Holder's Name
                              )
                              )    --------------------------------------------
                              )    Authorized Signature
                              )
                              )    --------------------------------------------
                              )    Title (if applicable)