<PAGE>

               58

Exhibit 10.24: Share Warrant Indenture



                       VOICE MOBILITY INTERNATIONAL, INC.


                                       AND


                        MONTREAL TRUST COMPANY OF CANADA


                        SHARE PURCHASE WARRANT INDENTURE


                        PROVIDING FOR THE ISSUE OF UP TO

               3,250,000 NON-TRANSFERABLE SHARE PURCHASE WARRANTS





                                  APRIL 3, 2001



<PAGE>

                                     - i -

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                   <C>
ARTICLE 1 INTERPRETATION                                                               3
   1.1 Definitions                                                                     3
   1.2 Gender                                                                          8
   1.3 Interpretation Not Affected by Headings, Etc.                                   8
   1.4 Business Day                                                                    8
   1.5 Time of the Essence                                                             8
   1.6 Applicable Law                                                                  8
   1.7 Currency                                                                        8
   1.8 Meaning of Outstanding                                                          8
   1.9 Termination                                                                     9

ARTICLE 2 ISSUE OF WARRANTS                                                            9
   2.1 Issue of Warrants                                                               9
   2.2 Form and Terms of Warrants                                                      9
   2.3 Signing of Warrant Certificates                                                10
   2.4 Certification by the Trustee                                                   10
   2.5 Warrantholder Not a Shareholder, Etc.                                          10
   2.6 Issue in Substitution for Lost Warrant Certificates                            10
   2.7 Warrants to Rank Pari Passu                                                    11
   2.8 Registers for Warrants                                                         11
   2.9 Registers Open for Inspection                                                  11
   2.10 Exchange of Warrants                                                          11
   2.11 Ownership of Warrants                                                         12
   2.12 Adjustment of Rights to Acquire Subject Securities                            12
   2.13 Rules Regarding Calculation of Adjustment of Exchange Basis                   15
   2.14 Postponement of Subscription                                                  16
   2.15 Notice of Adjustment                                                          17
   2.16 No Action after Notice                                                        17
   2.17 Purchase of Warrants for cancellation                                         17
   2.18 Fractional Shares                                                             18
   2.19 Protection of Trustee                                                         18

ARTICLE 3 EXERCISE OF WARRANTS                                                        18
   3.1 Method of Exercise of Warrants                                                 18
   3.2 Disbursement of Monies                                                         20
   3.3 Issuance of Warrants and Warrant Shares to U.S. Persons                        20
   3.4 Issuance of Warrants and Warrant Shares to Non-U.S. Persons                    21
   3.5 Effect of Exercise of Warrants                                                 22
   3.6 Cancellation of Warrant Certificates                                           23
   3.7 Subscription for less than Entitlement                                         23
   3.8 Securities Restrictions, Legends, Etc.                                         23

ARTICLE 4 COVENANTS FOR WARRANTHOLDERS' BENEFIT                                       24
   4.1 General Covenants                                                              24
   4.2 Securities Qualification Requirements                                          25
   4.3 Trustee's Remuneration and Expenses                                            26

ARTICLE 5 ENFORCEMENT                                                                 26
   5.1 Suits by Warrantholders                                                        26
   5.2 Immunity of Shareholders, etc.                                                 26
   5.3 Limitation of Liability                                                        27
   5.4 Waiver of Default                                                              27

ARTICLE 6 MEETINGS OF WARRANTHOLDERS                                                  27
   6.1 Right to Convene Meetings                                                      27
   6.2 Notice                                                                         28
   6.3 Chairman                                                                       28
   6.4 Quorum                                                                         28

<PAGE>

                                      -ii-

<S>                                                                                   <C>
   6.5 Power to Adjourn                                                               28
   6.6 Show of Hands                                                                  28
   6.7 Poll and Voting                                                                29
   6.8 Regulations                                                                    29
   6.9 Company, Trustee and Counsel may be Represented                                29
   6.10 Powers Exercisable by Extraordinary Resolution                                30
   6.11 Meaning of Extraordinary Resolution                                           30
   6.12 Powers Cumulative                                                             31
   6.13 Minutes                                                                       31
   6.14 Instruments in Writing                                                        31
   6.15 Binding Effect of Resolutions                                                 32
   6.16 Holdings by the Company or Subsidiaries of the Company Disregarded            32

ARTICLE 7 SUPPLEMENTAL SHARE PURCHASE WARRANT INDENTURES                              32
   7.1 Supplemental Share Purchase Warrant Indentures                                 32
   7.2 Successor Companies                                                            33

ARTICLE 8 CONCERNING THE TRUSTEE                                                      33
   8.1 Trust Share Purchase Warrant Indenture Legislation                             33
   8.2 Rights and Duties of Trustee                                                   34
   8.3 Evidence, Experts and Advisers                                                 35
   8.4 Documents, Monies, Etc.  Held by Trustee                                       35
   8.5 Actions by Trustee to Protect Interests                                        36
   8.6 Trustee Not Required to Give Security                                          36
   8.7 Protection of Trustee                                                          36
   8.8 Replacement of Trustee                                                         36
   8.9 Conflict of Interest                                                           37
   8.10 Acceptance of Trusts                                                          38
   8.11 Trustee Not to be Appointed Receiver                                          38
   8.12 Authorization to Carry on Business                                            38
   8.13 Notice to the Company and the Trustee                                         38
   8.14 Notice to the Warrantholders                                                  39
   8.15 Mail Service Interruption                                                     39
   8.16 Counterparts and Formal Date                                                  39
   8.17 Satisfaction and Discharge of Share Purchase Warrant Indenture                39
   8.18 Provisions of Share Purchase Warrant Indenture and Warrants for the Sole
   Benefit of Parties and Warrantholders                                              40
   8.19 Assignment and Enurement                                                      40
</TABLE>

SCHEDULE "A" - FORM OF WARRANT CERTIFICATE                 42

<PAGE>

THIS SHARE PURCHASE WARRANT INDENTURE made as of the 3rd day of April, 2001

BETWEEN:

                  VOICE MOBILITY INTERNATIONAL, INC., a company incorporated
                  pursuant to the laws of the state of Nevada and having an
                  office in British Columbia situate at Suite 180, 13777
                  Commerce Parkway, Richmond, British Columbia, V6V 2X3

                  (the "Company")

and

                  MONTREAL TRUST COMPANY OF CANADA, a limited purpose trust
                  company incorporated under the laws of the Province of British
                  Columbia and authorized to carry on business in the Province
                  of British Columbia

                  (the "Trustee")


WITNESSES THAT WHEREAS:

A. The Company proposes to issue non-transferable warrants of the Company (the
"Warrants"), one whole Warrant entitling the holder thereof to subscribe for and
purchase one common share in the capital of the Company (the "Warrant Shares")
at the price and upon the terms and conditions hereinafter set forth;

B. The Company is duly authorized to create and issue the Warrants as herein
provided;

C. All things necessary have been done and performed to make the Warrants, when
certified by the Trustee and issued as in this Share Purchase Warrant Indenture
provided, legal, valid and binding upon the Company with the benefits of and
subject to the terms of this Share Purchase Warrant Indenture;

D. The Trustee has agreed to enter into this Share Purchase Warrant Indenture
and to act as Trustee on behalf of the holders of Warrants issued pursuant to
this Share Purchase Warrant Indenture on the terms and conditions set forth
herein;

NOW THEREFORE for good and valuable consideration mutually given and received,
the receipt and sufficiency of which are hereby acknowledged, it is hereby
agreed and declared as follows:


26.
INTERPRETATION

26.1     Definitions
In this Share Purchase Warrant Indenture, unless there is something in the
subject matter or context inconsistent therewith, the following phrases and
words have the respective meanings indicated opposite them as follows:

<PAGE>

                  (i)      "ALBERTA ACT" means the SECURITIES ACT (Alberta), the
                           regulations and rules made thereunder and all policy
                           statements, blanket orders, notices, directions and
                           rulings issued by the Alberta Commission, all as
                           amended;

                  (ii)     "ALBERTA COMMISSION" means the Alberta Securities
                           Commission and any successor agency having similar
                           powers;

                  (iii)    "APPLICABLE LEGISLATION" has the meaning ascribed
                           thereto in subsection 8.1(1);

                  (iv)     "B.C. ACT" means the SECURITIES ACT (British
                           Columbia), the regulations and rules made thereunder
                           and all policy statements, blanket orders, notices,
                           directions and rulings issued by the B.C. Commission,
                           all as amended;

                  (v)      "B.C. COMMISSION" means the British Columbia
                           Securities Commission and any successor agency having
                           similar powers;

                  (vi)     "BUSINESS DAY" means a day which is not a Saturday,
                           Sunday, or a civic or statutory holiday in Vancouver,
                           British Columbia or a day when the principal office
                           of the Trustee in such city is not open to the public
                           for the transaction of business;

                  (vii)    "CAPITAL REORGANIZATION" has the meaning ascribed
                           thereto in subsection 2.12(4);

                  (viii)   "CLOSING DATE" means April 3, 2001;

                  (ix)     "COMMON SHARE REORGANIZATION" has the meaning
                           ascribed thereto in subsection 2.12(1);

                  (x)      "COMPANY" means Voice Mobility International, Inc., a
                           company incorporated pursuant to the laws of the
                           State of Nevada and its lawful successors from time
                           to time;

                  (xi)     "COMPANY'S AUDITORS" means the chartered accountant
                           or firm of chartered accountants duly appointed as
                           auditor or auditors of the Company from time to time;

                  (xii)    "COUNSEL" means a barrister or solicitor or a firm of
                           barristers or solicitors (who may be counsel for the
                           Company) not unacceptable to the Trustee acting
                           reasonably;

                  (xiii)   "CURRENT MARKET PRICE" in respect of a Share at any
                           date means the weighted average price per Share for
                           the 20 consecutive trading days which are five
                           trading days prior to such date on The Toronto Stock
                           Exchange, or if the Shares are not then listed
                           thereon, on such stock exchange on which the Shares
                           are then listed as may be selected for such purpose
                           by the directors of the Company or, if the Shares are
                           not then listed on any stock exchange then on the
                           Over-The-Counter Bulletin Board or other
                           over-the-counter market; the weighted average price
                           shall be determined by dividing the aggregate of the
                           sales prices of all such

<PAGE>

                           shares sold on the said exchange or market, as the
                           case may be, during the said 20 consecutive trading
                           days by the total number of shares so sold; if there
                           is no market for the Shares during all or part of
                           such period during which the Current Market Price
                           thereof would otherwise be determined, the Current
                           Market Price in respect of a Share shall be, in
                           respect of all or such part of the period, as the
                           case may be, determined by the directors of the
                           Company acting reasonably and in good faith in their
                           sole discretion;

                  (xiv)    "DIRECTOR" means a director of the Company for the
                           time being, and unless otherwise specified herein,
                           reference to "action by the directors" means action
                           by the directors of the Company as a board or,
                           whenever duly empowered, action by a committee of
                           such board;

                  (xv)     "DIVIDENDS PAID IN ORDINARY COURSE" means such
                           dividends (payable in cash or securities, property or
                           assets of equivalent value) declared payable on the
                           Shares in any fiscal year of the Company to the
                           extent that such dividends in the aggregate do not
                           exceed an amount or value equal to the greatest of:

                           (i)      110% of the aggregate amount or value of the
                                    dividends declared payable by the Company on
                                    its Shares in the 12 consecutive months
                                    ended immediately prior to the first day of
                                    such fiscal year;

                           (ii)     25% of the consolidated net earnings of the
                                    Company before extraordinary items and after
                                    dividends paid on any and all preferred
                                    shares of the Company for the period of 12
                                    consecutive months ended immediately prior
                                    to the first day of such fiscal year (such
                                    consolidated net earnings to be shown in the
                                    audited financial statements of the Company
                                    for such 12 month period, or if there are no
                                    audited financial statements in respect of
                                    such period, computed in accordance with
                                    generally accepted accounting principles
                                    consistent with those applied in the
                                    preparation of the most recently completed
                                    audited consolidated financial statements of
                                    the Company); and

                           (iii)    10% of the Shareholder's Equity
                  and for such purpose the amount of any dividends paid in other
                  than cash or shares shall be the fair market value of such
                  dividend as determined by the directors;


                  (xvi)    "EXCHANGE" means The Toronto Stock Exchange;

                  (xvii)   "EXCHANGE BASIS" means, at any time, the number of
                           Warrant Shares or other classes of shares or
                           securities which a Warrantholder is entitled to
                           receive upon the exercise of the rights attached to
                           every Warrant pursuant to the provisions of this
                           Share Purchase Warrant Indenture with the initial
                           Exchange Basis being one (i.e. one Warrant Share for
                           each whole Warrant exercised);

                  (xviii)  "EXERCISE DATE" with respect to any Warrant means the
                           date on which such Warrant is surrendered for
                           exercise in accordance with the provisions of Article
                           Three;

<PAGE>

                  (xix)    "EXTRAORDINARY RESOLUTION" has the meaning ascribed
                           thereto in Section 6.11;

                  (xx)     "FINAL PROSPECTUS" means the (final) prospectus
                           qualifying the distribution of the Warrants;

                  (xxi)    "ONTARIO ACT" means the SECURITIES ACT (Ontario), the
                           regulations and rules made thereunder and all policy
                           statements, blanket orders, notices, directions and
                           rulings issued by the Ontario Commission, all as
                           amended;

                  (xxii)   "ONTARIO COMMISSION" means the Ontario Securities
                           Commission and any successor agency having similar
                           powers;

                  (xxiii)  "PERSON" includes an individual, a company, a
                           partnership, a trustee, any unincorporated
                           organization or any other juridical entity and words
                           importing persons have a similar meaning;

                  (xxiv)   "QUALIFYING COMMISSIONS" means the Alberta
                           Commission, the B.C. Commission, the Quebec
                           Commission and the Ontario Commission, collectively;

                  (xxv)    "QUALIFICATION DATE" means 4:30 p.m. (Toronto time)
                           on the day which is the latest of: (i) the date the
                           Registration Statement is declared effective by the
                           SEC pursuant to the U.S. Act, and (ii) the date a
                           receipt is issued by the last of the Qualifying
                           Commissions for the Final Prospectus, and (iii) the
                           day preceding the date the listing of the Company's
                           common shares on the Exchange becomes effective,
                           being the date its common shares are posted for
                           trading on the Exchange;

                  (xxvi)   "QUALIFYING JURISDICTIONS" means the provinces of
                           Alberta, British Columbia, Quebec and Ontario,
                           collectively;

                  (xxvii)  "QUEBEC COMMISSION" means the Commission des valeur
                           mobiliere du Quebec and any successor agency having
                           similar powers;

                  (xxviii) "PRELIMINARY PROSPECTUS" means the preliminary
                           prospectus of the Company qualifying the distribution
                           of, among other things, the Warrants;

                  (xxix)   "REGISTRATION STATEMENT" means a registration
                           statement on Form S-1, or such other form as may be
                           available to the Company, to be filed with the SEC,
                           in connection with the registration of, among other
                           things, the resale of the Warrants and the issuance
                           of the Warrant Shares underlying the Warrants;

                  (xxx)    "RIGHTS OFFERING" has the meaning ascribed thereto in
                           subsection 2.12(2);

                  (xxxi)   "RIGHTS OFFERING PRICE" has the meaning ascribed
                           thereto in subsection 2.13;

                  (xxxii)  "RIGHTS PERIOD" has the meaning ascribed thereto in
                           subsection 2.12(2);

                  (xxxiii) "SEC" means the United States Securities and Exchange
                           Commission and any successor federal agency having
                           similar powers;

<PAGE>

                  (xxxiv)  "SHAREHOLDER" means a holder of record of one or more
                           Shares;

                  (xxxv)   "SHAREHOLDER'S EQUITY" means the aggregate of share
                           capital, retained earnings and any and all surplus
                           accounts and reserves as evidenced on the audited
                           financial statements of the Company for the most
                           recently ended fiscal year;

                  (xxxvi)  "SHARES" means fully paid and non-assessable common
                           shares in the capital of the Company, as currently
                           constituted, and includes Warrant Shares;

                  (xxxvii) "SPECIAL DISTRIBUTION" has the meaning ascribed
                           thereto in subsection 2.12(3);

                  (xxxviii)"SUBJECT SECURITIES" means the Warrant Shares or
                           other securities or property issuable upon the
                           exercise of the Warrants as a result of any
                           adjustment of subscription rights pursuant to Article
                           2 hereof;

                  (xxxix)  "SUCCESSOR COMPANY" has the meaning ascribed thereto
                           in Section 7.2;

                  (xl)     "THIS SHARE PURCHASE WARRANT INDENTURE", "HEREIN",
                           "HEREBY", and similar expressions mean and refer to
                           this Share Purchase Warrant Indenture and any
                           indenture, deed or instrument supplemental or
                           ancillary hereto; and the expressions "ARTICLE",
                           "SECTION", "SUBSECTION" and "CLAUSE" followed by a
                           number mean and refer to the specified Article,
                           Section, subsection or clause of this Share Purchase
                           Warrant Indenture;

                  (xli)    "TIME OF EXPIRY" means 4:30 p.m. (Toronto time) on
                           April 3, 2003;

                  (xlii)   "TRUSTEE" means Montreal Trust Company of Canada, a
                           trust company incorporated under the laws of the
                           Province of British Columbia or its successors for
                           the time being in the trusts hereby created;

                  (xliii)  "U.S. ACT" means the United States Securities Act of
                           1933, as amended, or any successor or similar federal
                           statute and the rules and regulations of the SEC
                           thereunder, as the same shall be in effect from time
                           to time;

                  (xliv)   "WARRANT" means a non-transferable share purchase
                           warrant of the Company, one-half of which will be
                           issued upon exercise or deemed exercise of a Special
                           Warrant, each whole such Warrant entitling the
                           holder, subject to adjustment, to purchase one
                           Warrant Share at a price of $2.25 per Warrant Share
                           at any time on or before 4:30 p.m. (Toronto time) on
                           April 3, 2003;

                  (xlv)    "WARRANT CERTIFICATE" means a certificate
                           substantially in the form set forth in Schedule "A"
                           hereof, subject to Section 2.2 hereof, evidencing the
                           Warrants issued and certified hereunder and for the
                           time being outstanding;

                  (xlvi)   "WARRANT EXERCISE PRICE" means $2.25 per Warrant
                           Share, subject to adjustment;

                  (xlvii)  "WARRANTHOLDER" or "HOLDER" means a person whose name
                           is entered for the time being in the register
                           maintained pursuant to subsection 2.8;

<PAGE>

                  (xlviii) "WARRANTHOLDERS' REQUEST" means an instrument signed
                           in one or more counterparts by Warrantholders
                           entitled to acquire in the aggregate at least 25% of
                           the aggregate number of the Subject Securities which
                           could be acquired upon the exercise of all Warrants
                           then outstanding which requests the Trustee to take
                           some action or proceeding specified therein; and

                  (xlix)   "WARRANT SHARE" means the Share which will be issued
                           upon exercise or deemed exercise of a Warrant; and

                  (l)      "WRITTEN ORDER OF THE COMPANY", "WRITTEN REQUEST OF
                           THE COMPANY", "WRITTEN CONSENT OF THE COMPANY",
                           "CERTIFICATE OF THE COMPANY" and any other document
                           required to be signed by the Company, means,
                           respectively, a written order, request, consent,
                           certificate or other document signed in the name of
                           the Company by any one of the Chairman of the Board,
                           the Vice-Chairman of the Board, the President or a
                           Vice-President of the Company, and may consist of one
                           or more instruments so executed.

26.2     Gender
Unless elsewhere otherwise expressly provided or unless the context otherwise
requires, words importing the singular include the plural and vice versa and
words importing the masculine gender include the feminine and neuter genders.


26.3      Interpretation Not Affected by Headings, Etc.
The division of this Share Purchase Warrant Indenture into Articles, Sections,
subsections and clauses, the provision of a table of contents and the insertion
of headings are for convenience of reference only and shall not affect the
construction or interpretation of this Share Purchase Warrant Indenture.


26.4     Business Day
In the event that any day on or before which any action is required or permitted
to be taken hereunder is not a Business Day, then such action shall be required
or permitted to be taken on or before the requisite time on the next succeeding
day that is a Business Day.


26.5     Time of the Essence
Time is of the essence in all respects in this Share Purchase Warrant Indenture
and the Warrants.


26.6     Applicable Law
This Share Purchase Warrant Indenture and the Warrants shall be governed by and
construed in accordance with the laws of the Province of British Columbia and
shall be treated in all respects as British Columbia contracts.


26.7     Currency
Unless otherwise stated all dollar amounts referred to in this Share Purchase
Warrant Indenture are in Canadian dollars.


26.8     Meaning of Outstanding

<PAGE>

Every Warrant represented by a Warrant Certificate certified and delivered by
the Trustee hereunder shall be deemed to be outstanding until it shall be
cancelled or delivered to the Trustee for cancellation or until the Time of
Expiry; provided that where a new Warrant Certificate has been issued pursuant
to Section 2.6 hereof to replace one which is lost, mutilated, stolen or
destroyed, the Warrants represented by only one of such Warrant Certificates
shall be counted for the purpose of determining the aggregate number of Warrants
outstanding.


26.9     Termination
This Share Purchase Warrant Indenture shall continue in full force and effect
until the earlier of (a) the Time of Expiry and (b) the date that no Warrants
are outstanding hereunder.


27.
ISSUE OF WARRANTS

27.1     Issue of Warrants
Up to 3,250,000 Warrants entitling the registered holders thereof to acquire up
to 3,250,000 Warrant Shares upon payment of the Warrant Exercise Price (as
adjusted as contemplated herein) are hereby created and authorized to be issued
hereunder upon the terms and conditions herein set forth and Warrant
Certificates shall be executed by the Company and certified by or on behalf of
the Trustee upon the written order of the Company and delivered by the Company
in accordance with Sections 2.3 and 2.4.


27.2     Form and Terms of Warrants

         (a)      The Warrant Certificates for the Warrants shall be
                  substantially in the form set out in Schedule "A" with,
                  subject to the provisions of this Share Purchase Warrant
                  Indenture, such additions, variations and changes as may from
                  time to time be agreed upon by the Trustee and the Company,
                  and shall have such distinguishing letters and numbers as the
                  Company may, with the approval of the Trustee, prescribe.
                  Except as hereinafter provided in Article 2 hereof, all
                  Warrants shall, save as to denominations, be of like tenor and
                  effect. The Warrant Certificates may be engraved, printed,
                  lithographed, photocopied or be partially in one form or
                  another, as the Company may determine. No change in the form
                  of the Warrant Certificate shall be required by reasons of any
                  adjustment made pursuant to this Article 2 in the number
                  and/or class of securities or type of securities which may be
                  acquired pursuant to the Warrants.

         (b)      One whole Warrant shall entitle the registered holder thereof
                  to acquire (subject to Sections 2.12 and 2.13) upon the due
                  exercise and upon the due execution of the subscription form
                  attached to the Warrant Certificate or other instrument of
                  subscription in such form as the Trustee and/or the Company
                  may from time to time prescribe and upon payment of the
                  Warrant Exercise Price, one Warrant Share subject to the
                  provisions of Sections 2.12 and 2.13, as the case may be, at
                  any time prior to the Time of Expiry, in accordance with the
                  provisions of this Share Purchase Warrant Indenture.

         (c)      Fractional Warrants shall not be issued or otherwise provided
                  for except as specifically provided for herein.

<PAGE>

27.3     Signing of Warrant Certificates
The Warrant Certificates shall be signed by any one of the chairman,
vice-chairman, president, vice-president, director or the secretary of the
Company, and may but need not be under the corporate seal of the Company or a
reproduction thereof. The signature of such person may be mechanically
reproduced in facsimile and Warrant Certificates bearing such facsimile
signatures shall be binding upon the Company as if they had been manually signed
by such person. Notwithstanding that the person whose manual or facsimile
signature appears on any Warrant Certificate as such person may no longer hold
office at the date of issue of such Warrant Certificate or at the date of
certification or delivery thereof, any Warrant Certificate signed as aforesaid
shall, subject to Section 2.4 be valid and binding upon the Company and the
registered holder thereof shall be entitled to the benefits of this Share
Purchase Warrant Indenture.


27.4     Certification by the Trustee

         (a)      No Warrant Certificate shall be issued or, if issued, shall be
                  valid for any purpose or entitle the registered holder to the
                  benefit hereof or thereof until it has been certified by
                  manual signature by or on behalf of the Trustee in the form of
                  the certificate set out in Schedule "A" and such certification
                  by the Trustee upon any Warrant Certificate shall be
                  conclusive evidence as against the Company that the Warrant
                  Certificate so certified has been duly issued hereunder and
                  the holder is entitled to the benefits hereof.

         (b)      The certification of the Trustee on the Warrant Certificates
                  issued hereunder shall not be construed as a representation or
                  warranty by the Trustee as to the validity of this Share
                  Purchase Warrant Indenture or the Warrants (except the due
                  certification thereof) and the Trustee shall in no respect be
                  liable or answerable for the use made of the Warrants or any
                  of them or of the consideration therefor except as otherwise
                  specified herein.

27.5     Warrantholder Not a Shareholder, Etc.
The holding of a Warrant shall not be construed as conferring upon a
Warrantholder any right or interest whatsoever as a Shareholder, nor entitle the
holder to any right or interest in respect thereof except as herein and in the
Warrants expressly provided.


27.6     Issue in Substitution for Lost Warrant Certificates

         (a)      In case any of the Warrant Certificates shall become mutilated
                  or be lost, destroyed or stolen, the Company, subject to
                  applicable law, and subsection 2.6(2), shall issue and
                  thereupon the Trustee shall certify 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 Warrant Certificate, or in lieu
                  of and in substitution for such lost, destroyed or stolen
                  Warrant Certificate, and the substituted Warrant Certificate
                  shall be in a form approved by the Trustee and shall be
                  entitled to the benefits hereof and shall rank equally in
                  accordance with its terms with all other Warrant Certificates
                  issued or to be issued hereunder.

         (b)      The applicant for the issue of a new Warrant Certificate
                  pursuant to this Section 2.6 shall bear the cost of the issue
                  thereof and in the case of mutilation shall as a condition
                  precedent to the issue thereof, deliver to the Trustee the
                  mutilated Warrant Certificate,

<PAGE>

                  and in the case of loss, destruction or theft shall, as a
                  condition precedent to the issue thereof, furnish to the
                  Company and to the Trustee such evidence of ownership and of
                  the loss, destruction or theft of the Warrant Certificate so
                  lost, destroyed or stolen as shall be satisfactory to the
                  Company and to the Trustee in their sole discretion, and such
                  applicant shall also be required to furnish an indemnity and
                  surety bond in amount and form satisfactory to the Company and
                  the Trustee in their sole discretion and shall pay the
                  reasonable charges of the Company and the Trustee in
                  connection therewith.

27.7     Warrants to Rank Pari Passu
Except as specifically provided in subsection 2.2(3) hereof, all Warrants shall
rank PARI PASSU, whatever may be the actual date of issue of same.


27.8     Registers for Warrants

         (a)      The Company shall cause to be kept by the Trustee at its
                  principal office in Vancouver, British Columbia or at any
                  other place that is designated by the Company with the
                  approval of the Trustee a register of holders in which shall
                  be entered the names and addresses of the holders of the
                  Warrants and of the number of Warrants held by them.

         (b)      Warrants are non-transferable by the registered holders
                  thereof.

27.9     Registers Open for Inspection
The register hereinbefore referred to in subsection 2.8(1) shall be open at all
reasonable times for inspection by the Company, the Trustee or any
Warrantholder. The Trustee shall, from time to time when requested to do so by
the Company, furnish the Company with a list of the names and addresses of
holders of Warrants entered in the register of holders kept by the Trustee and
showing the number of Subject Securities which might then be acquired upon the
exercise of the Warrants held by each such holder.


27.10             Exchange of Warrants

         (a)      Warrant Certificates may, upon compliance with the reasonable
                  requirements of the Trustee, be exchanged for Warrant
                  Certificates in any other authorized denomination representing
                  in the aggregate the same number of Warrants. The Company
                  shall sign and the Trustee shall certify, in accordance with
                  Sections 2.3 and 2.4, all Warrant Certificates necessary to
                  carry out the exchanges contemplated herein.

         (b)      Warrant Certificates may be exchanged only at the principal
                  office of the Trustee in Vancouver, British Columbia or at any
                  other place that is designated by the Company with the
                  approval of the Trustee. Any Warrant Certificates tendered for
                  exchange shall be surrendered to the Trustee and canceled.

         (c)      Except as otherwise herein provided, the Trustee may charge
                  Warrantholders requesting an exchange a reasonable sum for
                  each Warrant Certificate issued and payment of such charges
                  and reimbursement of the Trustee or the Company for any and
                  all taxes or governmental or other charges required to be paid
                  shall be made by the party requesting such exchange as a
                  condition precedent to such exchange.

<PAGE>

27.11             Ownership of Warrants
The Company and the Trustee shall treat the registered holder of any Warrant
Certificate as the absolute owner of the Warrant represented thereby for all
purposes and the Company and the Trustee shall not be affected by any notice or
knowledge to the contrary.


27.12             Adjustment of Rights to Acquire Subject Securities

         (a)      If and whenever at any time after the date hereof and prior to
                  the Time of Expiry the Company shall:

                  (i)      issue Shares or securities exchangeable for or
                           convertible into Shares to all or substantially all
                           the holders of the Shares as a stock dividend or
                           other distribution (other than as a Dividend Paid in
                           the Ordinary Course or a distribution of Shares upon
                           exercise of the Warrants, warrants or options
                           previously issued by the Company or pursuant to the
                           exercise of directors, officers or employee stock
                           options granted under stock option plans of the
                           Company or pursuant to presently outstanding
                           Preferred Stock, rights, options or warrants or
                           pursuant to the issuance of Shares upon the exchange
                           of Voice Mobility Canada Limited Preferred Shares);
                           or

                  (ii)     subdivide, redivide or change its then outstanding
                           Shares into a greater number of shares; or

                  (iii)    reduce, combine or consolidate its then outstanding
                           Shares into a lesser number of shares;

(any of such events in these clauses (a), (b) or (c) being called a "Common
Share Reorganization"), then the Exchange Basis shall be adjusted effective
immediately after the record date at which the holders of Shares are determined
for the purpose of the Common Share Reorganization by multiplying the Exchange
Basis in effect immediately prior to such record date by a fraction: (i) the
numerator of which shall be the number of Shares outstanding immediately after
giving effect to such Common Share Reorganization (including, in the case where
securities exchangeable for or convertible into Shares are distributed, the
number of Shares that would have been outstanding had such securities been
exchanged for or converted into Shares on such record date, assuming in any case
where such securities are not then convertible or exchangeable but subsequently
become so, that they were convertible or exchangeable on the record date on the
basis upon which they first become convertible or exchangeable), and (ii) the
denominator of which shall be the number of Shares outstanding on such record
date before giving effect to such Common Share Reorganization. The resulting
product, adjusted to the nearest 1/100th, shall thereafter be the Exchange Basis
until further adjusted as provided in this Article 2.


         (b)      If and whenever at any time after the date hereof and prior to
                  the Time of Expiry, the Company shall issue rights, options or
                  warrants under which such holders are entitled, during a
                  period expiring not more than 45 days after the record date
                  for such issue (the "Rights Period"), to subscribe for or
                  purchase Shares, or securities exchangeable for or convertible
                  into Shares, at a price per share to the holder (or at an
                  exchange or conversion price per share at the date of issue of
                  such securities to the holder in the case of securities
                  exchangeable for or convertible into Shares) of less than 95%
                  of the Current Market Price for the Shares on such record date
                  (any of such events being called a "Rights Offering"), then
                  the Exchange Basis shall be adjusted effective

<PAGE>

                  immediately as of the record date for the Rights Offering by
                  multiplying the Exchange Basis in effect immediately prior to
                  such record date by a fraction:

                  (i)      the numerator of which shall be the number of Shares
                           which would be outstanding after giving effect to the
                           Rights Offering (assuming the exercise of all of the
                           rights, warrants or options under the Rights Offering
                           and assuming the exchange or conversion into Shares
                           of all exchangeable or convertible securities issued
                           upon exercise of such rights, warrants or options, if
                           any); and

                  (ii)     the denominator of which shall be the aggregate of:

                           (i)      the number of Shares outstanding as of the
                                    record date for the Rights Offering; and

                           (ii)     a number determined by dividing:

         (i)      the amount equal to the aggregate consideration payable on the
                  exercise of all of the rights, warrants and options under the
                  Rights Offering plus the aggregate consideration, if any,
                  payable on the exchange or conversion of the exchangeable or
                  convertible securities issued upon exercise of such rights,
                  warrants or options (assuming the exercise of all rights,
                  warrants and options under the Rights Offering and assuming
                  the exchange or conversion of all exchangeable or convertible
                  securities issued upon exercise of such rights, warrants and
                  options);
                                    by


         (ii) the Current Market Price per Share as of the record date for the
Rights Offering. The resulting product, adjusted to the nearest 1/100th, shall
thereafter be the Exchange Basis until further adjusted in accordance with this
Article 2.

If, at the date of expiry of the rights, options or warrants subject to the
Rights Offering, less than all the rights, options or warrants have been
exercised, then the Exchange Basis shall be readjusted effective immediately
after the date of expiry to the Exchange Basis which would have been in effect
on the date of expiry if only the rights, options or warrants issued had been
those exercised. If at the date of expiry of the rights of exchange or
conversion of any securities issued pursuant to the Rights Offering less than
all of such securities have been exchanged or converted into Shares, then the
Exchange Basis shall be readjusted effective immediately after the date of
expiry to the Exchange Basis which would have been in effect on the date of
expiry if only the exchangeable or convertible securities issued had been those
securities actually exchanged for or converted into Shares.


         (c)      If and whenever at any time after the date hereof and prior to
                  the Time of Expiry the Company shall fix a record date for the
                  issue or distribution to all or substantially all the holders
                  of the Shares of:

                  (i)      shares of the Company of any class other than Shares;
                           or

                  (ii)     rights, options or warrants to acquire Shares or
                           securities exchangeable for or convertible into
                           Shares or property or other assets or the Company; or

<PAGE>

                  (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 Exchange
Basis shall be adjusted effective immediately after the record date for the
Special Distribution by multiplying the Exchange Basis in effect on such record
date by a fraction:


                  (v)      the numerator of which shall be the number of Shares
                           outstanding on such record date multiplied by the
                           Current Market Price of the Shares on such record
                           date; and

                  (vi)     the denominator of which shall be:

                           (i)      the product of the number of Shares
                                    outstanding on such record date and the
                                    Current Market Price of the Shares on such
                                    record date; less

                           (ii)     the fair market value, as determined by
                                    action by the directors (whose determination
                                    shall be conclusive), to the holders of the
                                    Shares, rights, options, warrants, evidences
                                    or indebtedness or property or other assets
                                    issued or distributed in the Special
                                    Distribution;
provided that no such adjustment shall be made if the result of such adjustment
would be to decrease the Exchange Basis in effect immediately before such record
date. The resulting product, adjusted to the nearest 1/100th, shall thereafter
be the Exchange Basis until further adjusted as provided in this Article 2.


         (d)      If and whenever at any time after the date hereof and prior to
                  the Time of Expiry there shall be a reclassification of Shares
                  at any time outstanding or change of the Shares into other
                  shares or into other securities (other than a Common Share
                  Reorganization), or a consolidation, amalgamation or merger of
                  the Company with or into any other company or other entity
                  (other than a consolidation, amalgamation or merger which does
                  not result in any reclassification of the outstanding Shares
                  or a change of the Shares into other shares), or a transfer
                  (other than to a subsidiary of the Company) of the undertaking
                  or assets of the Company as an entirety or substantially as an
                  entirety to another company or other entity (any of such
                  events being herein called a "Capital Reorganization"), any
                  Warrantholder who thereafter shall exercise his right to
                  receive Warrant Shares pursuant to Warrant(s) shall be
                  entitled to receive, and shall accept in lieu of the number of
                  Subject Securities to which such holder was theretofore
                  entitled upon such exercise, the aggregate number of shares,
                  other securities or other property which such holder would
                  have been entitled to receive as a result of such Capital
                  Reorganization if, on the effective date or record date
                  thereof, as the case may be, the Warrantholder had been the
                  registered holder of the number of Subject Securities to which
                  such holder was entitled upon exercise. If determined
                  appropriate by the Trustee, appropriate adjustments shall be
                  made as a result of any such Capital Reorganization in the
                  application of the provisions set forth in this Article 2 with
                  respect to the rights and interests thereafter of
                  Warrantholders to the end that the provisions set forth in
                  this Article 2 shall thereafter correspondingly be made
                  applicable as nearly as may reasonably be in relation to any
                  shares, other securities or other property thereafter

<PAGE>

                  deliverable upon the exercise of any Warrant. Any such
                  adjustment shall be made by and set forth in an Share Purchase
                  Warrant Indenture supplemental hereto approved by the
                  directors and by the Trustee and entered into pursuant to the
                  provisions of this Share Purchase Warrant Indenture and shall
                  for all purposes be conclusively deemed to be an appropriate
                  adjustment.

         (e)      On any adjustment of the Exchange Basis pursuant to
                  subsections (1), (2) or (3), including any readjustment, the
                  Exercise Price will be adjusted, effective at the same time as
                  the adjustment of the Exchange Basis, by multiplying the
                  Exercise Price immediately before the adjustment by a fraction
                  which is the reciprocal of the fraction used in the adjustment
                  of the Exchange Basis.

         (f)      Forthwith upon the occurrence of any of the events referred to
                  the preceding subsections above, the Company shall:

                  (i)      file with the Trustee a certificate of the Company
                           specifying the required adjustment; and

                  (ii)     give notice to the Warrantholders of the required
                           adjustment.

27.13             Rules Regarding Calculation of Adjustment of Exchange Basis
For the purposes of Section 2.12 the adjustments provided for in Section 2.12
are cumulative and such adjustments shall be made successively whenever an event
referred to therein shall occur, subject to the following subsections:


                  (i)      if the purchase price provided for in any Rights
                           Offering (the "Rights Offering Price") is decreased,
                           the Exchange Basis shall forthwith be changed so as
                           to increase the Exchange Basis to such Exchange Basis
                           as would have been obtained had the adjustment to the
                           Exchange Basis made pursuant to subsection 2.12(2)
                           upon the issuance of such Rights Offering been made
                           upon the basis of the Rights Offering Price as so
                           decreased, provided that the provisions of this
                           subsection shall not apply to any decrease in the
                           Rights Offering Price resulting from provisions in
                           any such Rights Offering designed to prevent dilution
                           if the event giving rise to such decrease in the
                           Rights Offering Price itself requires an adjustment
                           to the Exchange Basis pursuant to the provisions of
                           Section 2.12;

                  (ii)     no adjustment in the Exchange Basis shall be required
                           unless such adjustment would result in a change of at
                           least one-one hundredth of a Subject Security based
                           on the prevailing Exchange Basis provided, however,
                           that any adjustments which, except for the provisions
                           of this subsection would otherwise have been required
                           to be made, shall be carried forward and taken into
                           account in any subsequent adjustment;.

                  (iii)    no adjustment in the Exchange Basis shall be made in
                           respect of any event described in Section 2.12, other
                           than the events referred to in paragraphs (b) and (c)
                           of subsection (1) thereof, if Warrantholders are
                           entitled to participate in such event on the same
                           terms, mutatis mutandis, as if Warrantholders had
                           exercised their Warrants prior to or on the effective
                           date or record date of such event;

<PAGE>

                  (iv)     No adjustment in the Exchange Basis shall be made
                           pursuant to Section 2.12 in respect of the issue from
                           time to time of Shares purchasable on exercise of the
                           Warrants or in respect of the issue from time to time
                           a Dividend Paid in the Ordinary Course of Shares to
                           holders of Shares who exercise an option or election
                           to receive substantially equivalent dividends in
                           Shares in lieu of receiving a cash dividend, and any
                           such issue shall be deemed not to be a Common Share
                           Reorganization;

                  (v)      if a dispute shall at any time arise with respect to
                           adjustments provided for in Section 2.12, such
                           dispute shall be conclusively determined by the
                           Company's auditors, or if they are unable or
                           unwilling to act, by such other firm of independent
                           chartered accountants as may be selected by the
                           directors and any further determination shall be
                           binding upon the Company, the Trustee and the
                           Warrantholders;

                  (vi)     if the Company shall set a record date to determine
                           the holders of the Shares for the purpose of
                           entitling them 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, or subscription or purchase rights,
                           then no adjustment in the Exchange Basis shall be
                           required by reason of the setting of such record
                           date;

                  (vii)    in the absence of a resolution of the directors
                           fixing a record date for a Rights Offering or Special
                           Distribution, the Company shall be deemed to have
                           fixed as the record date therefor the date on which
                           the Rights Offering or Special Distribution is
                           effected;

                  (viii)   as a condition precedent to the taking of any action
                           which would require any adjustment in any of the
                           subscription rights pursuant to any of the Warrants,
                           including the Exchange Basis, the Company shall take
                           any corporate action which may, in the opinion of
                           counsel, be necessary in order that the Company have
                           unissued and reserved in its authorized capital and
                           may validly and legally issue as fully paid and
                           non-assessable all the shares or other securities
                           which all the holders of such Warrants are entitled
                           to receive on the exercise of all the subscription
                           rights attaching thereto in accordance with the
                           provisions thereof; and

                  (ix)     in case the Company, after the date hereof, shall
                           take any action affecting any Shares, other than
                           action described in Section 2.12, which in the
                           opinion of the directors would materially affect the
                           rights of Warrantholders, the Exchange Basis shall be
                           adjusted in such manner, if any, and at such time, as
                           the directors, acting reasonably, may determine to be
                           equitable in the circumstances. Failure of the taking
                           of action by the directors so as to provide for an
                           adjustment in the Exchange Basis prior to the
                           effective date of any action by the Company affecting
                           the Shares shall be conclusive evidence that the
                           directors have determined that it is equitable to
                           make no adjustment in the circumstances.

27.14             Postponement of Subscription

<PAGE>

In any case where the application of Section 2.12 results in an increase in the
number of Subject Securities which are issuable upon exercise of the Warrants
taking effect immediately after the record date for a specific event, if any
Warrant is exercised after that record date and prior to completion of the
event, the Company may postpone the issuance to the holder of the Warrant of the
Subject Securities to which he is entitled by reason of such adjustment but such
Subject Securities shall be so issued and delivered to that holder upon
completion of that event, with the number of such Subject Securities calculated
on the basis of the number of Subject Securities on the date that the Warrant
was exercised adjusted for completion of that event and the Company shall
deliver to the person or persons in whose name or names the Subject Securities
are to be issued an appropriate instrument evidencing the right of such person
or persons to receive such Subject Securities and the right to receive any
dividends or other distributions which, but for the provisions of this Section,
such person or persons would have been entitled to receive in respect of such
Subject Securities from and after the date that the Warrant was exercised in
respect thereof.


27.15             Notice of Adjustment

         (a)      At least 14 days prior to the effective date or record date,
                  as the case may be, of any event which requires or might
                  require adjustment pursuant to Section 2.12, the Company
                  shall:

                  (i)      file with the Trustee a certificate of the Company
                           specifying the particulars of such event (including
                           the record date or the effective date for such event)
                           and, if determinable, the required adjustment and the
                           computation of such adjustment; and

                  (ii)     give notice to the Warrantholders of the particulars
                           of such event (including the record date or the
                           effective date for such event) and, if determinable,
                           the required adjustment.

         (b)      In case any adjustment for which a notice in subsection (1) of
                  this Section has been given is not then determinable, the
                  Company shall promptly after such adjustment is determinable:

                  (i)      file with the Trustee a computation of such
                           adjustment; and

                  (ii)     give notice to the Warrantholders of the adjustment.

27.16             No Action after Notice
The Company covenants with the Trustee that it will not take any other corporate
action which might deprive the holder of a Warrant of the opportunity of
exercising the rights of acquisition pursuant thereto during the period of 14
days after the giving of the notice set forth in paragraph (b) of subsection
2.15(1).


27.17             Purchase of Warrants for cancellation
The Company may, at any time and from time to time, attempt to purchase Warrants
by invitation for tender, by private contract or otherwise (which shall include
a purchase through an investment dealer or firm holding membership on a Canadian
stock exchange) on such terms as the Company may determine. All Warrants
purchased pursuant to the provisions of this Section 2.17 shall be forthwith
delivered to,

<PAGE>

cancelled and destroyed by the Trustee and shall not be reissued. If required by
the Company, the Trustee shall furnish the Company with a certificate as to such
destruction.


27.18             Fractional Shares
To the extent that a Warrantholder is entitled to receive on exercise or deemed
exercise of the Special Warrants a fraction of a Share, such right may only be
exercised in respect of such fraction in combination with another Special
Warrant which in the aggregate entitles the holder to receive a whole number of
Shares. If a holder is not able to, or elects not to, combine Special Warrants
so as to be entitled to acquire a whole number of Shares on or before the Time
of Expiry, such fractional Shares shall be deemed to be cancelled and the
Company shall have no liability or responsibility to offer any consideration
therefor. No fractional Shares will be issued or, except as noted in this
paragraph, be provided on the exercise or deemed exercise of the Special
Warrants.


27.19             Protection of Trustee
The Trustee shall not:


                  (i)      at any time be under any duty or responsibility to
                           any registered holder of Warrants to determine
                           whether any facts exist which may require any
                           adjustment contemplated by this Article 2, nor to
                           verify the nature and extent of any such adjustment
                           when made or the method employed in making the same;

                  (ii)     be accountable with respect to the validity or value
                           or the kind or amount of any Subject Securities which
                           may at any time be issued or delivered upon the
                           exercise of the Warrants;

                  (iii)    be responsible for any failure of the Company to
                           issue, transfer or deliver the Subject Securities or
                           certificates evidencing the same upon surrender of
                           the Warrants for the purpose of exercising the rights
                           or to comply with the provisions or covenants
                           contained in this Article 2; and

                  (iv)     incur any liability or responsibility whatsoever or
                           be in any way responsible for the consequence of any
                           breach on the part of the Company of any of the
                           representations, warranties or covenants of the
                           Company or any acts of deeds of the agents or
                           servants of the Company.

28.
EXERCISE OF WARRANTS

28.1     Method of Exercise of Warrants

         (a)      Subject to Section 3.1(3), the registered holder of any
                  Warrant may exercise the rights thereby conferred on him to
                  acquire all or any part of the Subject Securities to which
                  such Warrant entitles the holder, by surrendering the Warrant
                  Certificate representing such Warrants to the Trustee at any
                  time after the issuance of the Warrant and prior to the Time
                  of Expiry at its principal office in Vancouver, British
                  Columbia (or at such additional place or places as may be
                  decided by the Company from time to time with the approval of
                  the Trustee), with a duly completed and executed subscription
                  of the

<PAGE>

                  registered holder or his executors, or administrators or other
                  legal representative or his attorney duly appointed by
                  instrument in writing in form and manner satisfactory to the
                  Trustee, substantially in the form set out in Exhibit "I" to
                  Schedule "A" for the number of Subject Securities subscribed
                  for together with cash or a certified cheque, bank draft or
                  money order in lawful money of Canada, payable to or to the
                  order of the Company at par in Vancouver, British Columbia in
                  an amount equal to the Warrant Exercise Price multiplied by
                  the number of Subject Securities subscribed for. Upon receipt
                  of the subscription and the payment the Trustee shall, within
                  five business days deliver to the Company a cheque with
                  respect to payment of the Warrant Exercise Price in respect of
                  the subscription and a copy of the duly completed and executed
                  subscription. In the event that the payment of the Warrant
                  Exercise Price received by the Trustee is in the form of
                  uncertified or unguaranteed funds, the Trustee shall be
                  entitled to delay the time of payment of the Warrant Exercise
                  Price to the Company and delivery of the certificate
                  representing the Subject Securities so purchased by the
                  Warrantholder until such uncertified or unguaranteed funds
                  have cleared in the ordinary course of the financial
                  institution upon which the same are drawn. A Warrant
                  Certificate, with the duly completed and executed subscription
                  and payment of the Warrant Exercise Price, shall be deemed to
                  be surrendered only upon personal delivery thereof to or, if
                  sent by mail or other means of transmission, upon actual
                  receipt thereof by the Trustee.

         (b)      In addition to the method of payment set forth in Section
                  3.1(1) and in lieu of any cash payment required thereunder,
                  subject to the terms hereof, in the event the Registration
                  Statement is not effective with the SEC and the Subject
                  Securities could be sold under Rule 144(k) of the U.S. Act,
                  the registered holder of any Warrant may exercise the rights
                  thereby conferred on him to acquire any part of the Subject
                  Securities to which such Warrant entitles such holder, through
                  cashless exercise as provided hereafter. The exercising holder
                  shall surrender the Warrant Certificate representing such
                  Warrants to the Trustee at any time after the issuance of the
                  Warrant and prior to the Time of Expiry at its principal
                  office in Vancouver, British Columbia (or at such additional
                  place or places as may be decided by the Company from time to
                  time with the approval of the Trustee), with a duly completed
                  and executed subscription ("Cashless Subscription") of the
                  registered holder or his executors, or administrators or other
                  legal representative or his attorney duly appointed by
                  instrument in writing in form and manner satisfactory to the
                  Trustee, substantially in the form set out in Exhibit "II" to
                  Schedule "A" for the number of Subject Securities subscribed
                  for on a cashless basis. Upon receipt of such subscription,
                  the Trustee shall, within five business days deliver to the
                  Company a copy of the duly completed and executed subscription
                  and the Company will within three business days thereafter
                  deliver to the Trustee an officer's certificate setting out
                  the number of Subject Securities which the exercising holder
                  shall receive as calculated hereunder, and the Trustee may
                  rely on such officer's certificate without any further
                  investigation. The exercising holder shall be issued the
                  number of Subject Securities which he has subscribed for, or
                  such lesser number of shares which may be exercised on a
                  cashless basis pursuant to the Warrant Certificate. The
                  exercising holder may receive up to the number of Subject
                  Securities equal to the product of (i) the number of Subject
                  Securities as to which the Warrants are being exercised
                  multiplied by (ii) a fraction, the numerator of which is the
                  Current Market Price (as of the date upon which the Cashless
                  Subscription is received by the Trustee) of the Subject
                  Securities less the Warrant Exercise Price and the denominator
                  of which is such Current Market Price.

<PAGE>

         (c)      Any subscription referred to in subsection 3.1(1) or
                  subsection 3.1(2) shall be signed by the Warrantholder, shall
                  specify the person(s) in whose name such Subject Securities
                  are to be issued, the address(es) of such person(s) and the
                  number of Subject Securities to be issued to each person, if
                  more than one is so specified. If any of the Subject
                  Securities subscribed for are to be issued to a person(s)
                  other than the Warrantholder, the signatures set out in the
                  subscription referred to in subsection 3.1(1) or subsection
                  3.1(2) shall be guaranteed by a Canadian chartered bank or a
                  member firm of an acceptable medallion guarantee program and
                  the Warrantholder shall pay to the Company or the Trustee all
                  applicable transfer or similar taxes and the Company shall not
                  be required to issue or deliver certificates evidencing
                  Subject Securities unless or until such Warrantholder shall
                  have paid to the Company or the Trustee on behalf of the
                  Company the amount of such tax or shall have established to
                  the satisfaction of the Company that such tax has been paid or
                  that no tax is due.

28.2     Disbursement of Monies
The Trustee will disburse monies to the Company according to this Share Purchase
Warrant Indenture only to the extent that monies have been deposited with it.

28.3     Issuance of Warrants and Warrant Shares to U.S. Persons

         (a)      All Warrant Certificates and all certificates issued in
                  exchange therefor or in substitution thereof to U.S. Persons
                  will bear the following legends:

         THESE WARRANTS ARE NON-TRANSFERABLE.

         THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 4:30 P.M.
         (TORONTO TIME) ON APRIL 3, 2003, AFTER WHICH TIME THE WARRANTS
         EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR
         EFFECT.

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD
         PERIOD AND MAY NOT BE TRADED IN ANY QUALIFYING JURISDICTION EXCEPT AS
         PERMITTED BY THE APPLICABLE SECURITIES LEGISLATION IN THAT QUALIFYING
         JURISDICTION.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
         SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER OR PURSUANT TO THE
         SECURITIES LAWS OF ANY PROVINCE IN CANADA. SUCH SECURITIES MAY NOT BE
         OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED
         TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO
         (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
         EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR RULE 144A UNDER
         THE SECURITIES ACT, IF AVAILABLE, OR (iii) ANY OTHER EXEMPTION FROM
         REGISTRATION UNDER THE SECURITIES ACT AND FROM QUALIFICATION UNDER ANY
         SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE, AND IN EACH CASE,
         IN COMPLIANCE WITH ANY APPLICABLE STATE OR PROVINCIAL SECURITIES LAWS.

                           NO HEDGING TRANSACTIONS INVOLVING THE SECURITIES
         EVIDENCED BY THIS CERTIFICATE MAY BE CONDUCTED EXCEPT IN COMPLIANCE
         WITH THE SECURITIES ACT.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
         SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SHARE PURCHASE
         WARRANT INDENTURE AMONG THE COMPANY AND THE TRUSTEE, AND SPECIFICALLY
         MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
         OTHERWISE ASSIGNED, PRIOR TO EFFECTIVENESS OF A REGISTRATION STATEMENT
         UNDER THE 1933 ACT, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE
         COMPANY.

         (b)      All certificates for Warrant Shares issuable upon exercise of
                  the Warrants and all certificates issued in exchange therefor
                  or in substitution thereof prior to the Qualification Date to
                  U.S. Persons will bear the following legends:

<PAGE>

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD
         PERIOD AND MAY NOT BE TRADED IN ANY QUALIFYING JURISDICTION EXCEPT AS
         PERMITTED BY THE APPLICABLE SECURITIES LEGISLATION IN THAT QUALIFYING
         JURISDICTION.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
         SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER OR PURSUANT TO THE
         SECURITIES LAWS OF ANY PROVINCE IN CANADA. SUCH SECURITIES MAY NOT BE
         OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
         ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT
         TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii)
         RULE 144 OR RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, OR (iii)
         ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND FROM
         QUALIFICATION UNDER ANY SECURITIES LAWS APPLICABLE IN CANADA, IF
         AVAILABLE, AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE OR
         PROVINCIAL SECURITIES LAWS.

                           NO HEDGING TRANSACTIONS INVOLVING THE SECURITIES
         EVIDENCED BY THIS CERTIFICATE MAY BE CONDUCTED EXCEPT IN COMPLIANCE
         WITH THE SECURITIES ACT.

         (c)      If the Registration Statement is declared effective by the
                  SEC, the foregoing legends shall not be required for the
                  Warrant Shares and all certificates issued in exchange or
                  substitution therefor.

         (d)      In addition, all Warrant Certificates and all certificates
                  issued in exchange therefor or in substitution thereof, and
                  all Warrant Shares and all certificates issued in exchange
                  therefor or in substitution thereof, which are issued prior to
                  12:00 a.m. (midnight) on October 3, 2001, to U.S. Persons will
                  also bear 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
         TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT
         OF A CANADIAN RESIDENT UNTIL 12:00 A.M. (MIDNIGHT) ON OCTOBER 3, 2001.

28.4     Issuance of Warrants and Warrant Shares to Non-U.S. Persons

         (a)      All Warrant Certificates and all certificates issued in
                  exchange therefor or in substitution thereof to persons who
                  are not U.S. Persons will bear the following legends:
         THESE WARRANTS ARE NON-TRANSFERABLE.

         THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 4:30 P.M.
         (TORONTO TIME) ON APRIL 3, 2003, AFTER WHICH TIME THE WARRANTS
         EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR
         EFFECT.

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD
         PERIOD AND MAY NOT BE TRADED IN ANY QUALIFYING JURISDICTION EXCEPT AS
         PERMITTED BY THE APPLICABLE SECURITIES LEGISLATION IN THAT QUALIFYING
         JURISDICTION.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
         SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER OR PURSUANT TO THE
         SECURITIES LAWS OF ANY PROVINCE IN CANADA. SUCH SECURITIES MAY NOT BE
         OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED
         TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO
         (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
         EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR RULE 144A UNDER
         THE SECURITIES ACT, IF AVAILABLE, OR (iii) ANY OTHER EXEMPTION FROM
         REGISTRATION UNDER THE SECURITIES ACT AND FROM QUALIFICATION UNDER ANY
         SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE, AND IN EACH CASE,
         IN COMPLIANCE WITH ANY APPLICABLE STATE OR PROVINCIAL SECURITIES LAWS.

                           NO HEDGING TRANSACTIONS INVOLVING THE SECURITIES
         EVIDENCED BY THIS CERTIFICATE MAY BE CONDUCTED EXCEPT IN COMPLIANCE
         WITH THE SECURITIES ACT.

<PAGE>

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
         SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SHARE PURCHASE
         WARRANT INDENTURE AMONG THE COMPANY AND THE TRUSTEE AND SPECIFICALLY
         MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
         OTHERWISE ASSIGNED, PRIOR TO EFFECTIVENESS OF A REGISTRATION STATEMENT
         UNDER THE 1933 ACT, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE
         COMPANY.

         (b)      All certificates for Warrant Shares issuable upon exercise of
                  Warrants, and all certificates issued in exchange therefor or
                  in substitution thereof, prior to the Qualification Date, to
                  persons who are not U.S. Persons will bear the following
                  legends:

         THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD
         AND MAY NOT BE TRADED IN ANY QUALIFYING JURISDICTION EXCEPT AS
         PERMITTED BY THE APPLICABLE SECURITIES LEGISLATION IN THAT QUALIFYING
         JURISDICTION.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
         SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER OR PURSUANT TO THE
         SECURITIES LAWS OF ANY PROVINCE IN CANADA. SUCH SECURITIES MAY NOT BE
         OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED
         TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO
         (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
         EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR RULE 144A UNDER
         THE SECURITIES ACT, IF AVAILABLE, OR (iii) ANY OTHER EXEMPTION FROM
         REGISTRATION UNDER THE SECURITIES ACT AND FROM QUALIFICATION UNDER ANY
         SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE, AND IN EACH CASE,
         IN COMPLIANCE WITH ANY APPLICABLE STATE OR PROVINCIAL SECURITIES LAWS.

                           NO HEDGING TRANSACTIONS INVOLVING THE SECURITIES
         EVIDENCED BY THIS CERTIFICATE MAY BE CONDUCTED EXCEPT IN COMPLIANCE
         WITH THE SECURITIES ACT.

         (c)      All certificates for Warrant Shares issuable upon exercise of
                  the Warrants, and all certificates issued in exchange therefor
                  or in substitution thereof, following the Qualification Date,
                  to persons who are not U.S. Persons will not bear the
                  foregoing legends.

         (d)      In addition, all Warrant Certificates and all certificates
                  issued in exchange therefor or in substitution thereof, and
                  all Warrant Shares and all certificates issued in exchange
                  therefor or in substitution thereof, which are issued prior to
                  12:00 A.M. (midnight) on October 3, 2001, to persons who are
                  not U.S. Persons will also bear 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
         TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT
         OF A CANADIAN RESIDENT UNTIL 12:00 A.M. (MIDNIGHT) ON OCTOBER 3, 2001.

28.5     Effect of Exercise of Warrants

         (a)      Upon compliance by the Warrantholder with the provisions of
                  Section 3.1, the Subject Securities subscribed for shall be
                  deemed to have been issued and the person to whom such Subject
                  Securities are to be issued shall be deemed to have become the
                  holder of record of such Subject Securities on the Exercise
                  Date unless the transfer registers of the Company for the
                  Warrant Shares shall be closed on such date, in which case the
                  Subject Securities subscribed for shall be deemed to have been
                  issued and such person shall be deemed to have become the
                  holder of record of such Subject Securities on the date on
                  which such transfer registers are reopened.

<PAGE>

         (b)      Forthwith following the due exercise of a Warrant pursuant to
                  Section 3.1 and on the Business Day next following the day on
                  which the Time of Expiry shall occur, the Trustee shall
                  deliver to the Company a notice setting forth the particulars
                  of all Warrants exercised, if any, and the persons in whose
                  names the Subject Securities are to be issued and the
                  addresses of such holders of the Subject Securities.

         (c)      Within three Business Days of exercise of a Warrant pursuant
                  to section 3.1, the Company shall cause to be mailed to the
                  person in whose name the Subject Securities so subscribed for
                  are to be issued, as specified in the subscription completed
                  on the Warrant Certificate, at the address specified in such
                  subscription, or, if so specified in such subscription, cause
                  to be delivered to such person at the office of the Trustee
                  where such Warrant Certificate was surrendered, a certificate
                  or certificates for the Subject Securities to which the
                  Warrantholder is entitled and, if applicable, a Warrant
                  Certificate representing any Warrants not then exercised.

         (d)      After the Time of Expiry, all rights under any Warrant in
                  respect of which the right of subscription and purchase herein
                  and therein provided for shall not theretofore have been
                  exercised shall wholly cease and terminate and such Warrant
                  shall be void and no effect.

28.6     Cancellation of Warrant Certificates
All Warrant Certificates surrendered to the Trustee pursuant to Section 2.6,
2.10, 2.17, 3.1 or 3.7 shall be cancelled by the Trustee and the Trustee shall
record the cancellation of such Warrant Certificates on the register of holders
maintained by the Trustee pursuant to Section 2.8. The Trustee shall, if
required by the Company, furnish the Company with a certificate identifying the
Warrant Certificates so cancelled. All Warrants represented by Warrant
Certificates which have been duly cancelled shall be without further force or
effect whatsoever.

28.7     Subscription for less than Entitlement
The holder of any Warrant may subscribe for and purchase a number of Subject
Securities which is less than the number which the holder is entitled to
purchase pursuant to a surrendered Warrant Certificate. In such event, the
holder thereof shall be entitled to receive a new Warrant Certificate in respect
of the balance of Subject Securities which such holder was entitled to purchase
pursuant to the surrendered Warrant Certificate and which were not then
purchased.


28.8     Securities Restrictions, Legends, Etc.
Notwithstanding any provision to the contrary contained in this Share Purchase
Warrant Indenture, no Subject Securities will be issued pursuant to the exercise
of any Warrant if, in the opinion of counsel to the Company, the issuance of
such securities would constitute a violation of the securities laws of any
applicable jurisdiction, and, without limiting the generality of the foregoing,
the certificates representing the Subject Securities thereby issued will bear
such legends, as set forth in Section 3.3 and 3.4 as may, in the opinion of
counsel to the Company, acting reasonably, be necessary in order to avoid a
violation of any securities laws of any applicable jurisdiction or to comply
with the requirements of any stock exchange on which the Shares are listed,
provided that if, at any time, in the opinion of counsel to the Company, such
legends are no longer necessary in order to avoid a violation of any such laws,
or the holder of any such legended certificate, at his expense, provides the
Company with evidence satisfactory in form and substance to the Company (which
may include an opinion of counsel of recognized standing satisfactory to the
Company) to the effect that such holder is entitled to sell or otherwise
transfer such

<PAGE>

securities in a transaction in which such legends are not required, such
legended certificates may thereafter be surrendered to the Company in exchange
for a certificate which does not bear such legends.

29.
COVENANTS FOR WARRANTHOLDERS' BENEFIT

29.1     General Covenants
The Company covenants with the Trustee for the benefit of the Trustee and the
Warrantholder that so long as any Warrants remain outstanding:

                  (i)      it will at all times maintain its corporate existence
                           and comply with the requirements of all applicable
                           corporate and securities laws and administration
                           policies and direction, including, without
                           limitation, the Alberta Act, the B.C. Act, the
                           Ontario Act, the U.S. Act and the Nevada Business
                           Corporations Act;

                  (ii)     it will use its commercially reasonable best efforts
                           to become and then maintain its status as a reporting
                           issuer not in default of any of the requirements of
                           the Alberta Act, the B.C. Act or the Ontario Act;

                  (iii)    it will send to each Warrantholder copies of all
                           financial statements and other material furnished to
                           the holders of Shares after the date of this Share
                           Purchase Warrant Indenture;

                  (iv)     it will reserve and there will remain unissued out of
                           its authorized capital a sufficient number of Shares
                           to satisfy the rights of acquisition provided for in
                           the Warrants;

                  (v)      it will cause the Warrant Shares from time to time
                           subscribed for pursuant to the Warrants in the manner
                           herein provided and the certificates representing
                           such Warrant Shares to be duly issued and delivered
                           in accordance with the Warrants and the terms hereof;

                  (vi)     all Warrant Shares which shall be issued upon the due
                           exercise of the right to acquire provided for herein
                           shall be issued as fully paid and non-assessable and
                           the holders thereof shall not be liable to the
                           Company or its creditors in respect thereof;

                  (vii)    as soon as practicable after the Closing Date, the
                           Company shall file the Preliminary Prospectus with
                           each of the Qualifying Commissions for the purpose of
                           qualifying the distribution of the Warrants;

                  (viii)   it will use its commercially reasonable efforts to
                           file the Final Prospectus with, and to have a receipt
                           therefor issued by each of the Qualifying
                           Commissions, as soon as possible after all comments
                           received and deficiencies raised by each of the
                           Qualifying Commissions in connection with the
                           Preliminary Prospectus have been resolved;

<PAGE>

                  (ix)     it will use its commercially reasonable efforts to
                           file and have declared effective the Registration
                           Statement and to keep the Registration Statement
                           continuously effective for a period of four years
                           following the Closing Date provided that it will not
                           be required to keep the Registration Statement
                           effective if at any time the Warrant Shares may be
                           sold under Rule 144(k) of the U.S. Act in the event
                           of a cashless exercise of the Warrants in accordance
                           with subsection 3.1(2);

                  (x)      it will use its commercially reasonable efforts to
                           obtain and maintain a listing for the Shares on the
                           Exchange or any other stock exchange in Canada;

                  (xi)     to the extent that a Warrantholder is entitled to
                           receive on exercise of the Warrants a fraction of a
                           Warrant Share such right may only be exercised in
                           respect of such fraction in combination with another
                           Warrant which in the aggregate entitles the holder to
                           receive a whole number of Warrant Shares. If a holder
                           is not able to, or elects not to, combine Warrants so
                           as to be entitled to acquire a whole number of
                           Warrant Shares on or before the Time of Expiry such
                           fractional Warrant Shares shall be deemed to be
                           cancelled and the Company shall have no liability or
                           responsibility to offer any consideration therefor.
                           No fractional Warrant Shares will be issued or,
                           except as noted in this paragraph, be provided on the
                           exercise or deemed exercise of the Warrants;

                  (xii)    it shall do, execute, acknowledge and deliver or
                           cause to be done, executed, acknowledged or delivered
                           all other acts, deeds and assurances in law as the
                           Trustee may reasonably require for the better
                           accomplishing and effecting of the provisions and
                           intention of this Share Purchase Warrant Indenture;

                  (xiii)   generally, it will well and truly perform and carry
                           out all of the acts or things to be done by it as
                           provided in this Share Purchase Warrant Indenture;

                  (xiv)    prior to the issuance of the Warrants, it shall not
                           amend the terms of the Share Purchase Warrant
                           Indenture pursuant to which the Warrants are created
                           and issued, without the prior written consent of the
                           Warrantholders expressed by Extraordinary Resolution;
                           and

                  (xv)     it shall give notice to the Warrantholders in
                           accordance with Section 8.14 hereof of the occurrence
                           of any amendment to this Share Purchase Warrant
                           Indenture forthwith after the occurrence of the
                           amendment.

29.2     Securities Qualification Requirements

         (a)      If, in the opinion of counsel, any instrument (other than the
                  Final Prospectus) is required to be filed with, or any
                  permission, order or ruling is required to be obtained from,
                  any of the Qualifying Commissions or any other step is
                  required under any federal or provincial law of Canada before
                  the Subject Securities may be issued or delivered to a
                  Warrantholder in any of the Qualifying Jurisdictions, the
                  Company covenants that it will use its commercially reasonable
                  efforts to file such instrument, obtain such permission, order
                  or ruling or take all such other actions, at its expense, as
                  is required or appropriate in the circumstances.

<PAGE>

         (b)      If, in the opinion of counsel, any instrument (other than a
                  Registration Statement, declared effective) is required to be
                  filed with, or any permission, order or ruling is required to
                  be obtained from the SEC or any other step is required under
                  any federal or state law of the United States before the
                  Subject Securities may be issued and delivered to a
                  Warrantholder who is a U.S. Person or within the United
                  States, the Company covenants that it will use its
                  commercially reasonable efforts to file such instrument,
                  obtain such permission, order or ruling or take all such other
                  actions, at its expense, as is required or appropriate in the
                  circumstances.

         (c)      As applicable, the Company will give written notice of the
                  issue of Subject Securities pursuant to the exercise of
                  Warrants, in such detail as may be required, to the Exchange
                  if required and to each securities administrator in each
                  jurisdiction in which there is legislation requiring the
                  giving of any such notice.

29.3     Trustee's Remuneration and Expenses

         (a)      The Company covenants that it will pay to the Trustee from
                  time to time reasonable remuneration for its services
                  hereunder and will pay or reimburse the Trustee upon its
                  request for all reasonable expenses and disbursements of the
                  Trustee in the administration or execution of the trusts
                  hereby created (including the reasonable compensation and the
                  disbursements of its counsel and all other advisers, experts,
                  accountants and assistants not regularly in its employ) both
                  before any default hereunder and thereafter until all duties
                  of the Trustee hereunder shall be finally and fully performed,
                  except any such expense or disbursement in connection with or
                  related to or required to be made as a result of the gross
                  negligence or wilful misconduct of the Trustee.

         (b)      Subject to subsection 8.2(7), if the Company shall fail to
                  perform any, of its covenants contained in this Share Purchase
                  Warrant Indenture and the Company has not rectified such
                  failure within fifteen (15) Business Days after receiving
                  written notice from the Trustee of such failure, the Trustee
                  may notify the Warrantholders of such failure on the part of
                  the Company or may itself perform any of the said covenants
                  capable of being performed by it, but shall be under no
                  obligation to perform said covenants or to notify the
                  Warrantholders of such performance by it. All reasonable sums
                  expended or disbursed by the Trustee in so doing shall be
                  repayable as provided in Section 4.3. No such performance,
                  expenditure or disbursement by the Trustee shall be deemed to
                  relieve the Company of any default hereunder or of its
                  continuing obligations under the covenants herein contained.

30.
ENFORCEMENT

30.1     Suits by Warrantholders
All or any of the rights conferred upon a Warrantholder by the terms of the
Warrants held by him and/or this Share Purchase Warrant Indenture may be
enforced by such Warrantholder by appropriate legal proceedings, but subject to
the rights which are hereby, conferred upon the Trustee and subject to the
provisions of Section 6.10.

30.2     Immunity of Shareholders, etc.

<PAGE>

Subject to applicable law, the Trustee and, by the acceptance of the Warrant
Certificates and as part of the consideration for the issue of the Warrants, the
Warrantholders, hereby waive and release any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any person in his capacity
as an incorporator or any past, present or future Shareholder or other security
holder, director, officer, employee or agent of the Company for the creation and
issue of the Shares pursuant to any Warrant or on any covenant, agreement,
representation or warranty by the Company herein or in the Warrant Certificates
contained.

30.3     Limitation of Liability
The obligations hereunder are not personally binding upon, nor shall resort
hereunder be had to, the directors or Shareholders of the Company or any of the
past, present or future directors or Shareholders of the Company or any of the
past, present or future officers, employees or agents of the Company, but only
the property of the Company shall be bound in respect thereof.

30.4     Waiver of Default
Upon the happening of any default hereunder:

                  (i)      the holders of not less than 51% of the Warrants then
                           outstanding shall have power (in addition to the
                           powers exercisable by extraordinary resolution) by
                           requisition in writing to instruct the Trustee to
                           waive any default hereunder and the Trustee shall
                           thereupon waive the default upon such terms and
                           conditions as shall be prescribed in such
                           requisition; or

                  (ii)     the Trustee shall have power to waive any default
                           hereunder upon such terms and conditions as the
                           Trustee may deemed advisable if, in the Trustee's
                           opinion, the same shall have been cured or adequate
                           provision made therefor;
provided that no delay or omission of the Trustee or of the Warrantholders to
exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such default or
acquiescence therein and provided further that no act or omission either of the
Trustee or of the Warrantholders in the premises shall extend to or be taken in
any manner whatsoever to affect any subsequent default hereunder of the rights
resulting therefrom.

31.
MEETINGS OF WARRANTHOLDERS

31.1     Right to Convene Meetings
The Trustee may at any time and from time to time, and shall on receipt of a
written request of the Company or of a Warrantholders' Request, convene a
meeting of the Warrantholders provided that the Trustee is indemnified to its
reasonable satisfaction by the Company or by the Warrantholders signing such
Warrantholders' Request against the costs, charges, expenses and liabilities
which may be incurred in connection with the calling and holding of such
meeting. If within 15 Business Days after the receipt of a written request of
the Company or a Warrantholders' Request and indemnity given as aforesaid the
Trustee fails to give the requisite notice specified in Section 6.2 to convene a
meeting, the Company or such Warrantholders, as the case may be, may convene
such meeting. Every such meeting shall be held in Vancouver, British Columbia,
or at such other place as may be approved or determined by the Trustee.

<PAGE>

31.2     Notice
At least 25 days' prior notice of any meeting of Warrantholders shall be given
to the Warrantholders at the expense of the Company in the manner provided for
in Section 8.14 and a copy of such notice shall be delivered to the Trustee
unless the meeting has been called by it, and to the Company unless the meeting
has been called by it. Such notice shall state the time and place of the
meeting, the general nature of the business to be transacted and shall contain
such information as is reasonably necessary to enable the Warrantholders to make
a reasoned decision on the matter, but it shall not be necessary for any such
notice to set out the terms of any resolution to be proposed or any of the
provisions of this Article Six. The notice convening any such meeting may be
signed by an appropriate officer of the Trustee or of the Company or the person
designated by such Warrantholders, as the case may be.


31.3     Chairman
The Trustee may nominate in writing an individual to be chairman of the meeting
and if no individual is so nominated, or if the individual so nominated is not
present within 15 minutes after the time fixed for the holding of the meeting,
the Warrantholders present in person or by proxy shall appoint an individual
present to be chairman of the meeting. The chairman of the meeting need not be a
Warrantholder.

31.4     Quorum
Subject to the provisions of Section 6.11, at any meeting of the Warrantholders
a quorum shall consist of Warrantholders present in person or represented by
proxy and entitled to acquire at least 25% of the aggregate number of Subject
Securities which could be acquired upon the exercise of all Warrants then
outstanding, provided that at least 2 persons entitled to vote thereat are
personally present. If a quorum of the Warrantholders shall not be present
within one half-hour from the time fixed for holding any meeting, the meeting,
if summoned by the Warrantholders or on a Warrantholders' Request, shall be
dissolved; but in any other case the meeting shall be adjourned to the same day
in the next week (unless such day is not a Business Day in which case it shall
be adjourned to the next following Business Day) at the same time and place to
the extent possible and, subject to the provisions of Section 6.11, no notice of
the adjournment need be given. Any business may be brought before or dealt with
at an adjourned meeting which might have been dealt with at the original meeting
in accordance with the notice calling the same. At the adjourned meeting the
Warrantholders present in person or represented by proxy shall form a quorum and
may transact the business for which the meeting was originally convened,
notwithstanding that they may not be entitled to acquire at least 25% of the
aggregate number of Subject Securities which could be acquired upon the exercise
of all Warrants then unexercised and outstanding. No business shall be
transacted at any meeting unless a quorum is present at the commencement of
business.

31.5     Power to Adjourn
The chairman of any meeting at which a quorum of the Warrantholders is present
may, with the consent of the meeting, adjourn any such meeting, and no notice of
such adjournment need be given except such notice, if any, as the meeting may
prescribe.

31.6     Show of Hands
Every question submitted to a meeting shall be decided in the first place by a
majority of the votes given on a show of hands except that votes on an
extraordinary resolution shall be given in the manner hereinafter provided. At
any such meeting, unless a poll is duly demanded as herein provided, a

<PAGE>

declaration by the chairman that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.

31.7     Poll and Voting
On every extraordinary resolution, and when demanded by the chairman or by one
or more of the Warrantholders acting in person or by proxy on any other question
submitted to a meeting and after a vote by show of hands, a poll shall be taken
in such manner as the chairman shall direct. Questions other than those required
to be determined by extraordinary resolution shall be decided by a majority of
the votes cast on the poll. On a show of hands, every person who is present and
entitled to vote, whether as a Warrantholder or as proxy for one or more absent
Warrantholders, or both, shall have one vote. On a poll, each Warrantholder
present in person or represented by a proxy duly appointed by instrument in
writing shall be entitled to one vote in respect of each whole Subject Security
which he (or the Warrantholder appointing him as proxy) is entitled to acquire
upon the exercise of the Warrants then held by him. A proxy need not be a
Warrantholder. The chairman of any meeting shall be entitled, both on a show of
hands and on a poll, to vote in respect of the Warrants, if any, held or
represented by him.

31.8     Regulations
Subject to the provisions of this Share Purchase Warrant Indenture, the Trustee
or the Company with the approval of the Trustee may from time to time make and
from time to time vary such regulations as it shall consider necessary or
appropriate:

                  (i)      for the deposit of instruments appointing proxies at
                           such place and time as the Trustee, the Company or
                           the Warrantholders convening the meeting, as the case
                           may be, may in the notice convening the meeting
                           direct;

                  (ii)     for the deposit of instruments appointing proxies at
                           some approved place other than the place at which the
                           meeting is to be held and enabling particulars of
                           such instruments appointing proxies to be mailed,
                           cabled or telegraphed before the meeting to the
                           Company or to the Trustee at the place where the same
                           is to be held and for the voting of proxies so
                           deposited as though the instruments themselves were
                           produced at the meeting;

                  (iii)    for the form of the instrument of proxy; and

                  (iv)     generally for the calling of meetings of
                           Warrantholders and the conduct of business thereat
                           including setting a record date for Warrantholders
                           entitled to receive notice of or to vote at such
                           meeting.
Any regulations so made shall be binding and effective and the votes given in
accordance therewith shall be valid and shall be counted. Save as such
regulations may provide, the only persons who shall be recognized at any meeting
as a Warrantholder, or be entitled to vote or be present at the meeting in
respect thereof (subject to Section 6.9), shall be Warrantholders or persons
holding proxies of Warrantholders.

31.9     Company, Trustee and Counsel may be Represented

<PAGE>

The Company and the Trustee, by their respective directors and officers, and the
counsel for each of the Company, the Warrantholders and the Trustee may attend
any meeting of the Warrantholders and speak thereat but shall have no vote as
such.

31.10             Powers Exercisable by Extraordinary Resolution
In addition to all other powers conferred upon them by any other provisions of
this Share Purchase Warrant Indenture or by law, the Warrantholders at a meeting
shall have the power, exercisable from time to time by extraordinary resolution:

                  (i)      to agree with the Company to any modification,
                           alteration, compromise or arrangement of the rights
                           of Warrantholders, whether such rights arise under
                           this Share Purchase Warrant Indenture or the Warrants
                           or otherwise;

                  (ii)     to amend or repeal any extraordinary resolution
                           previously passed or sanctioned by the
                           Warrantholders;

                  (iii)    to enforce any of the covenants on the part of the
                           Company contained in this Share Purchase Warrant
                           Indenture or the Warrants or to enforce any of the
                           rights of the Warrantholders in any manner specified
                           in such extraordinary resolution or to refrain from
                           enforcing any such covenant or right;

                  (iv)     to waive any default on the part of the Company in
                           complying with any provisions of this Share Purchase
                           Warrant Indenture or the Warrants either
                           unconditionally or upon any conditions specified in
                           such extraordinary resolution;

                  (v)      to restrain any Warrantholder from taking or
                           instituting any suit, action or proceeding against
                           the Company for the enforcement of any of the
                           covenants on the part of the Company contained in
                           this Share Purchase Warrant Indenture or the Warrants
                           or to enforce any of the rights of the
                           Warrantholders; and

                  (vi)     to direct any Warrantholder who, as such, has brought
                           any suit, action or proceeding to stay or discontinue
                           or otherwise deal with any such suit, action or
                           proceeding, upon payment of the costs, charges and
                           expenses reasonably and properly incurred by such
                           Warrantholder in connection therewith.

31.11             Meaning of Extraordinary Resolution

         (a)      The expression "extraordinary resolution" when used in this
                  Share Purchase Warrant Indenture means, subject as hereinafter
                  in this Section 6.11 and in Section 6.14 provided, a
                  resolution proposed at a meeting of Warrantholders duly
                  convened for that purpose and held in accordance with the
                  provisions of this Article Six at which there are present in
                  person or represented by proxy Warrantholders entitled to
                  acquire at least 25% of the aggregate number of Subject
                  Securities which may be acquired upon the exercise of all the
                  then outstanding Warrants and passed by the affirmative votes
                  of Warrantholders entitled to acquire not less than 66% of
                  the aggregate number of Subject Securities which may be
                  acquired upon the exercise of all the then outstanding
                  Warrants represented at the meeting and voted on the poll upon
                  such resolution.

<PAGE>

         (b)      If, at any meeting called for the purpose of passing an
                  extraordinary resolution, Warrantholders entitled to acquire
                  at least 25% of the aggregate number of Subject Securities
                  which may be acquired upon the exercise of all the then
                  outstanding Warrants are not present in person or by proxy
                  within one half-hour after the time appointed for the meeting,
                  then the meeting, if convened by Warrantholders or on a
                  Warrantholders' Request, shall be dissolved; but in any other
                  case it shall stand adjourned to such day, being not less than
                  four or more than ten Business Days later, and to such place
                  and time as may be appointed by the chairman. Not less than
                  three Business Days' prior notice shall be given of the time
                  and place of such adjourned meeting. Such notice shall state
                  that at the adjourned meeting the Warrantholders present in
                  person or represented by proxy shall form a quorum but it
                  shall not be necessary to set forth the purposes for which the
                  meeting was originally called or any other particulars. At the
                  adjourned meeting the Warrantholders present in person or
                  represented by proxy shall form a quorum and may transact the
                  business for which the meeting was originally convened and a
                  resolution proposed at such adjourned meeting and passed by
                  the requisite vote as provided in subsection 6.11(1) shall be
                  an extraordinary resolution within the meaning of this Share
                  Purchase Warrant Indenture notwithstanding that Warrantholders
                  entitled to acquire at least 25% of the aggregate number of
                  Subject Securities which may be issuable upon the exercise of
                  all the then outstanding Warrants are not present in person or
                  represented by proxy at such adjourned meeting.

         (c)      Votes on an extraordinary resolution shall always be given on
                  a poll and no demand for a poll on an extraordinary resolution
                  shall be necessary.

31.12             Powers Cumulative
It is hereby declared and agreed that any one or more of the powers or any
combination of the powers in this Share Purchase Warrant Indenture stated to be
exercisable by the Warrantholders by extraordinary resolution or otherwise may
be exercised from time to time and the exercise of any one or more of such
powers or any combination of powers from time to time shall not be deemed to
exhaust the right of the Warrantholders to exercise such powers or combination
of powers then or thereafter from time to time.

31.13             Minutes
Minutes of all resolutions and proceedings at every meeting of Warrantholders
shall be made and duly entered in books to be from time to time provided for
that purpose by the Trustee at the reasonable expense of the Company, and any
such minutes as aforesaid, if signed by the chairman of the meeting at which
such resolutions were passed or proceedings held, or by the chairman of the next
succeeding meeting of the Warrantholders, shall be prima facie evidence of the
matters therein stated and, until the contrary is proved, every such meeting in
respect of the proceedings of which minutes shall have been made shall be deemed
to have been duly, convened and held, and all resolutions passed thereat or
proceedings taken shall be deemed to have been duly passed and taken.

31.14             Instruments in Writing
All actions which may be taken and all powers that may be exercised by the
Warrantholders at a meeting held as provided in this Article Six also may be
taken and exercised by Warrantholders entitled to acquire at least 66% of the
aggregate number of Subject Securities issuable upon the exercise of all the
then outstanding Warrants by an instrument in writing signed in one or more
counterparts by such

<PAGE>

Warrantholders in person or by attorney duly appointed in writing, and the
expression "extraordinary resolution" when used in this Share Purchase Warrant
Indenture shall include an instrument so signed.

31.15             Binding Effect of Resolutions
Every resolution and every extraordinary resolution passed in accordance with
the provisions of this Article Six at a meeting of Warrantholders shall be
binding upon all the Warrantholders, whether present at or absent from such
meeting, and every instrument in writing signed by Warrantholders in accordance
with Section 6.14 shall be binding upon all the Warrantholders, whether
signatories thereto or not, and each and every Warrantholder and the Trustee
(subject to the provisions for indemnity herein contained) shall be bound to
give effect accordingly to every such resolution and instrument in writing. In
the case of an instrument in writing the Trustee shall give notice in the manner
contemplated in Sections 8.13 and 8.14 of the effect of the instrument in
writing to all Warrantholders and the Company as soon as is reasonably
practicable.

31.16             Holdings by the Company or Subsidiaries of the Company
Disregarded In determining whether Warrantholders holding Warrants evidencing
the right to acquire the required number of Subject Securities are present at a
meeting of Warrantholders for the purpose of determining a quorum or have
concurred in any consent, waiver, extraordinary resolution, Warrantholders'
Request or other action under this Share Purchase Warrant Indenture, Warrants
owned legally or beneficially by the Company or any associate or affiliate of
the Company shall be disregarded.

32.
SUPPLEMENTAL SHARE PURCHASE WARRANT INDENTURES

32.1     Supplemental Share Purchase Warrant Indentures
From time to time the Company and the Trustee may, subject to the provisions of
this Share Purchase Warrant Indenture, and they shall, when so directed by, this
Share Purchase Warrant Indenture, execute and deliver by their proper officers,
Share Purchase Warrant Indentures or instruments supplemental hereto, which
thereafter shall form part hereof, for any one or more or all of the following
purposes:

                  (i)      setting forth adjustments in the application of
                           Article 2;

                  (ii)     adding to the provisions hereof such additional
                           covenants and enforcement provisions as in the
                           opinion of counsel are necessary or advisable,
                           provided that the same are not in the opinion of the
                           Trustee based on the advice of its counsel
                           prejudicial to the interests of the Warrantholders as
                           a group;

                  (iii)    giving effect to any extraordinary resolution passed
                           as provided in Article Six;

                  (iv)     making such provisions not inconsistent with this
                           Share Purchase Warrant Indenture as may be necessary
                           or desirable with respect to matters or questions
                           arising hereunder provided that such provisions are
                           not, in the opinion of the Trustee based on the
                           advice of its counsel, prejudicial to the interests
                           of the Warrantholders as a group;

<PAGE>

                  (v)      adding to or amending the provisions hereof in
                           respect of the transfer of Warrants, making provision
                           for the exchange of Warrants, and making any
                           modification in the forms of the Warrant Certificate
                           which does not affect the substance thereof;

                  (vi)     amending any of the provisions of this Share Purchase
                           Warrant Indenture or relieving the Company from any
                           of the obligations, conditions or restrictions herein
                           contained, provided that no such amendment or relief
                           shall be or become operative or effective if, in the
                           opinion of the Trustee based on the advice of its
                           counsel, such amendment or relief impairs any of the
                           rights of the Warrantholders as a group or of the
                           Trustee, and provided further that the Trustee may in
                           its sole discretion decline to enter into any such
                           supplemental Share Purchase Warrant Indenture which
                           in its opinion, based on the advice of its counsel,
                           may not afford adequate protection to the Trustee
                           when the same shall become operative; and

                  (vii)    for any other purpose not inconsistent with the terms
                           of this Share Purchase Warrant Indenture, including
                           the correction or rectification of any ambiguities,
                           defective or inconsistent provisions, errors or
                           omissions herein, provided that, in the opinion of
                           the Trustee based on the advice of its counsel, the
                           rights of the Trustee and of the Warrantholders as a
                           group are not prejudiced thereby.

32.2     Successor Companies
In the case of the consolidation, amalgamation, arrangement, merger or transfer
of the undertaking or assets of the Company as an entirety or substantially as
an entirety to another company ("successor company"), forthwith following the
occurrence of such event the successor company resulting from such
consolidation, amalgamation, arrangement, merger or transfer (if not the
Company) shall expressly assume, by supplemental Share Purchase Warrant
Indenture satisfactory in form to the Trustee and executed and delivered to the
Trustee, the due and punctual performance and observance of each and every
covenant and condition of this Share Purchase Warrant Indenture to be performed
and observed by the Company.

33.
CONCERNING THE TRUSTEE

33.1     Trust Share Purchase Warrant Indenture Legislation

         (a)      In this Article, the term "Applicable Legislation" means the
                  provisions of any statute of Canada or a province thereof and
                  of regulations under any such named or other statute relating
                  to trust indentures and/or to the rights, duties and
                  obligations of trustees and of companies under trust
                  indentures, to the extent that such provisions are at the time
                  in force and applicable to this Share Purchase Warrant
                  Indenture.

         (b)      If and to the extent that any provision of this Share Purchase
                  Warrant Indenture limits, qualifies or conflicts with a
                  mandatory requirement of Applicable Legislation, such
                  mandatory requirement shall prevail.

<PAGE>

         (c)      The Company and the Trustee agree that each will at all times
                  in relation to this Share Purchase Warrant Indenture and any
                  action to be taken hereunder observe and comply with and be
                  entitled to the benefit of Applicable Legislation.

33.2     Rights and Duties of Trustee

         (a)      In the exercise of the rights and duties prescribed or
                  conferred by the terms of this Share Purchase Warrant
                  Indenture, the Trustee shall act honestly and in good faith
                  with a view to the best interests of the Warrantholders and
                  shall exercise the degree of care, diligence and skill that a
                  reasonably prudent trustee would exercise in comparable
                  circumstances. No provision of this Share Purchase Warrant
                  Indenture shall be construed to relieve the Trustee from, or
                  require any other person to indemnify the Trustee against
                  liability for its own gross negligence or willful misconduct .

         (b)      The Trustee shall not be bound to do or take any act, action
                  or proceeding for the enforcement of any of the obligations of
                  the Company under this Share Purchase Warrant Indenture unless
                  and until it shall have received a Warrantholders' Request
                  specifying the act, action or proceeding which the Trustee is
                  requested to take. The obligation of the Trustee to commence
                  or continue any act, action or proceeding for the purpose of
                  enforcing any rights of the Trustee or the Warrantholders
                  hereunder shall be conditional upon the Warrantholders
                  furnishing, when required by notice in writing by the Trustee,
                  sufficient funds to commence or continue such act, action or
                  proceeding and an indemnity reasonably satisfactory to the
                  Trustee and its counsel to protect and hold harmless the
                  Trustee and its officers, directors, employees and agents
                  against the costs, charges and expenses and liabilities to be
                  incurred thereby and any loss and damage it may suffer by
                  reason thereof. None of the provisions contained in this Share
                  Purchase Warrant Indenture shall require the Trustee to expend
                  or risk its own funds or otherwise incur financial liability
                  in the performance of any of its duties or in the exercise of
                  any of its rights or powers unless indemnified and funded as
                  aforesaid.

         (c)      The Trustee may, before commencing or at any time during the
                  continuance of any such act, action or proceeding, require the
                  Warrantholders, at whose instance it is acting, to deposit
                  with the Trustee the Warrants held by them, for which Warrants
                  the Trustee shall issue receipts.

         (d)      Every provision of this Share Purchase Warrant Indenture that
                  by its terms relieves the Trustee of liability or entitles it
                  to rely upon any evidence submitted to it is subject to the
                  provisions of Applicable Legislation, of this Section 8.2 and
                  of Section 8.3.

         (e)      The Trustee shall retain the right not to act and shall not be
                  held liable for refusing to act unless it has received clear
                  and reasonable documentation which complies with the terms of
                  this Share Purchase Warrant Indenture. Such documentation must
                  not require the exercise of any discretion or independent
                  judgment.

         (f)      In the event of any disagreement arising regarding the terms
                  of this Share Purchase Warrant Indenture, the Trustee shall be
                  entitled, at its option, to refuse to comply with any demands
                  whatsoever until the dispute is settled either by agreement
                  amongst the various parties or by a court of competent
                  jurisdiction.

<PAGE>

         (g)      The Trustee shall not be bound to give any notice or do or
                  take any act, action or proceeding by virtue of the powers
                  conferred on it hereunder unless and until it shall have been
                  required to do so under the terms hereof; nor shall the
                  Trustee be required to take notice of any default hereunder,
                  unless and until notified in writing of such default, which
                  notice shall specifically set out the default desired to be
                  brought to the attention of the Trustee and in the absence of
                  such notice the Trustee may for all purposes of this Share
                  Purchase Warrant Indenture conclusively assume that no default
                  has occurred or been made in the performance or observance of
                  the representations, warranties and covenants, agreements or
                  conditions herein contained. Any such notice shall in no way
                  limit any discretion herein given to the Trustee to determine
                  whether or not the Trustee shall take action with respect to
                  any default.

         (h)      In this Share Purchase Warrant Indenture, whenever
                  confirmations or instructions are required to be given to the
                  Trustee, in order to be valid, such confirmations and
                  instructions shall be in writing.

33.3     Evidence, Experts and Advisers

         (a)      In addition to the reports, certificates, opinions and other
                  evidence required by this Share Purchase Warrant Indenture,
                  the Company shall furnish to the Trustee such additional
                  evidence of compliance with any provision hereof in such form
                  as may be prescribed by Applicable Legislation, or as the
                  Trustee may reasonably require by written notice to the
                  Company.

         (b)      In the exercise of its rights and duties hereunder, the
                  Trustee may, if it is acting in good faith, rely as to the
                  truth of the statements and the accuracy of the opinions
                  expressed therein, upon statutory declarations, opinions,
                  reports, written requests, consents, or orders of the Company,
                  certificates of the Company or other evidence furnished to the
                  Trustee, provided that such evidence complies with Applicable
                  Legislation and the Trustee examines the same and determines
                  that such evidence complies with the applicable requirements
                  of this Share Purchase Warrant Indenture.

         (c)      The Trustee may employ or retain such counsel, accountants or
                  other experts or advisers as it may reasonably require for the
                  purpose of discharging its duties hereunder, may act on and
                  rely upon the advice or opinions so obtained and may pay
                  reasonable remuneration for all services so performed by any
                  of them, without taxation of costs of any counsel, and shall
                  not be responsible for any misconduct on the part of any of
                  them.

33.4     Documents, Monies, Etc.  Held by Trustee
Any monies, securities, documents of title or other instruments that may at any
time be held by the Trustee subject to the trusts hereof may be placed in the
deposit vaults of the Trustee or of any Canadian chartered bank or trust company
or deposited for safekeeping with any such bank or trust company. Unless herein
otherwise expressly provided any monies so held, pending the application or
withdrawal thereof under any provisions of this Share Purchase Warrant
Indenture, may be deposited in the name of the Trustee in any Canadian chartered
bank or Canadian trust company, including the Trustee's deposit department, at
the rate of interest (if any) then current on similar deposits or may be
deposited in such institutions or invested in such securities as the Company may
consent to. All interest or other income received by the Trustee in respect of
such deposits and investments shall belong to the Warrantholders or the Company,
as provided for herein.

<PAGE>

33.5     Actions by Trustee to Protect Interests
Subject to the provisions of this Share Purchase Warrant Indenture and
Applicable Legislation, the Trustee shall have the power to institute and to
maintain such actions and proceedings as it may consider necessary or expedient
to preserve, protect or enforce its interests and the interests of the
Warrantholders.

33.6     Trustee Not Required to Give Security
The Trustee shall not be required to give any bond or security in respect of the
execution of the trusts and powers of this Share Purchase Warrant Indenture or
otherwise.

33.7     Protection of Trustee
By way of supplement to the provisions of any law for the time being relating to
trustees, it is expressly declared and agreed as follows:

                  (i)      the Trustee shall not be liable for or by reason of
                           any statements of fact or recitals in this Share
                           Purchase Warrant Indenture or in the Warrants (except
                           the representation contained in Section 8.9 or in the
                           certificate of the Trustee on the Warrants) or be
                           required to verify the same;

                  (ii)     nothing herein contained shall impose any obligation
                           on the Trustee to see to or to require evidence of
                           the registration or filing (or renewal thereof) of
                           this Share Purchase Warrant Indenture or any
                           instrument ancillary or supplemental hereto;

                  (iii)    the Trustee shall not be bound to give notice to any
                           person of the execution hereof;

                  (iv)     the Trustee shall not incur any liability or
                           responsibility whatsoever or be in any way
                           responsible for the consequence of any breach on the
                           part of the Company of any of the covenants herein
                           contained or of any acts of any directors, officers,
                           employees, agents or servants of the Company; and

                  (v)      the Company hereby indemnifies and saves harmless the
                           Trustee and its officers, directors, employees or
                           agrees to, from and against any and all liabilities,
                           losses, costs, claims, actions or demands whatsoever
                           which may be brought against the Trustee or which it
                           may suffer or incur as a result or arising out of the
                           performance of its duties and obligations under this
                           Share Purchase Warrant Indenture, save only in the
                           event of gross negligence or willful misconduct of
                           the Trustee. It is understood and agreed that this
                           indemnification shall survive the termination of this
                           Share Purchase Warrant Indenture or the removal or
                           resignation of the Trustee.

33.8     Replacement of Trustee

         (a)      The Trustee may resign its trust and be discharged from all
                  further duties and liabilities hereunder by giving to the
                  Company not less than forty-five (45) days' prior notice in
                  writing or such shorter prior notice as the Company may accept
                  as sufficient. The Warrantholders by extraordinary resolution
                  shall have the power at any time to remove the existing
                  Trustee and to appoint a new trustee. In the event of the
                  Trustee resigning

<PAGE>

                  or being removed as aforesaid or being dissolved, becoming
                  bankrupt, going into liquidation or otherwise becoming
                  incapable of acting hereunder, the Company shall forthwith
                  appoint a new trustee unless a new trustee has already been
                  appointed by the Warrantholders; failing such appointment by
                  the Company, the retiring Trustee or any Warrantholder may
                  apply to a justice of the British Columbia Supreme Court at
                  the Company's expense, on such notice as such justice may
                  direct, for the appointment of a new trustee; but any new
                  trustee so appointed by the Company or by the Court shall be
                  subject to removal as aforesaid by the Warrantholders. Any new
                  trustee appointed under any provision of this Section 8.8
                  shall be a company authorized to carry on the business of a
                  trust company in the Province of British Columbia and, if
                  required by Applicable Legislation of any other province, in
                  such other province. On any such appointment the new trustee
                  shall be vested with the same powers, rights, duties and
                  responsibilities as if it had been originally named herein as
                  Trustee without any further assurance, conveyance, act or
                  deed; but there shall be immediately executed, at the expense
                  of the Company, all such conveyances or other instruments as
                  may, in the opinion of counsel, be necessary or advisable for
                  the purpose of assuring the same to the new trustee, provided
                  that any resignation or removal of the Trustee and appointment
                  of a successor trustee shall not become effective until the
                  successor trustee shall have executed an appropriate
                  instrument accepting such appointment and, at the request of
                  the Company, the predecessor Trustee, upon payment of its
                  outstanding remuneration and expenses, shall execute and
                  deliver to the successor trustee an appropriate instrument
                  transferring to such successor trustee all rights and powers
                  of the Trustee hereunder and all securities, documents of
                  title and other instruments and all monies and properties held
                  by the Trustee hereunder.

         (b)      Upon the appointment of a successor trustee, the Company shall
                  promptly notify the Warrantholders thereof in the manner
                  provided for in Section 8.14.

         (c)      Any company into or with which the Trustee may be merged or
                  consolidated or amalgamated, or any company succeeding to the
                  trust business of the Trustee, shall be the successor to the
                  Trustee hereunder without any further act on its part or of
                  any of the parties hereto, provided that such company would be
                  eligible for appointment as a new trustee under subsection
                  8.8(1).

         (d)      Warrants certified but not delivered by a predecessor trustee
                  may be certified by the successor trustee in the name of the
                  predecessor or successor trustee.

33.9     Conflict of Interest

         (a)      The Trustee represents to the Company that to the best of its
                  knowledge at the time of execution and delivery hereof no
                  material conflict of interest exists in the Trustee's role as
                  a fiduciary hereunder and agrees that in the event of a
                  material conflict of interest arising hereafter it will,
                  within ninety (90) days after ascertaining that it has such a
                  material conflict of interest, either eliminate the same or
                  resign its trust hereunder to a successor trustee approved by
                  the Company. If any such material conflict of interest exists
                  or hereafter shall exist, the validity and enforceability of
                  this Share Purchase Warrant Indenture and the Warrants shall
                  not be affected in any manner whatsoever by reason thereof.

<PAGE>

         (b)      Subject to subsection 8.9(1), the Trustee, in its personal or
                  any other capacity, may buy, lend upon and deal in securities
                  of the Company and generally may contract and enter into
                  financial transactions with the Company or any subsidiary of
                  the Company without being liable to account for any profit
                  made thereby.

33.10             Acceptance of Trusts
The Trustee hereby accepts the trusts in this Share Purchase Warrant Indenture
declared and provided for and agrees to perform the same upon the terms and
conditions herein set forth.


33.11             Trustee Not to be Appointed Receiver
The Trustee and any person related to the Trustee shall not be appointed a
receiver or receiver and manager or liquidator of all or any part of the assets
or undertaking of the Company.


33.12             Authorization to Carry on Business
The Trustee represents to the Company that it is duly authorized and qualified
to carry on the business of a trust company in each of the provinces of Canada.


33.13             Notice to the Company and the Trustee

         (a)      Unless herein otherwise expressly provided, any notice to be
                  given hereunder to the Company or the Trustee shall be deemed
                  to be validly given if delivered or if sent by registered
                  letter, postage prepaid:

                  (i)      if to the Company:
                  Voice Mobility International, Inc.
                  Suite 180
                  13777 Commerce Parkway
                  Richmond, British Columbia
                  V6V 2X3
                  Attention: Chief Executive Officer
                  Fax: (604) 482-0000

                  with a copy to:

                  Catalyst Corporate Finance Lawyers
                  1400 - 1055 West Hastings Street
                  Vancouver, British Columbia
                  V6E 2E9
                  Attention: David J. Raffa
                  Fax: (604) 443-7000

                  (ii)     if to the Trustee:
                  Montreal  Trust Company of Canada
                  3rd Floor
                  510 Burrard Street
                  Vancouver, BC  V3C 3B9

<PAGE>

                  Attention:  Manager, Corporate Trust
                  Fax: (604) 685-4079

and any such notice delivered in accordance with the foregoing shall be deemed
to have been received on the date of delivery if that date is a Business Day or
the Business Day following the date of delivery if such date is not a Business
Day or, if mailed, on the third (3rd) Business Day following the date of the
postmark on such notice.


         (b)      The Company or the Trustee, as the case may be, may from time
                  to time notify the other in the manner provided in subsection
                  8.13(1) of a change of address which, from the effective date
                  of such notice and until changed by like notice, shall be the
                  address of the Company or the Trustee, as the case may be, for
                  all purposes of this Share Purchase Warrant Indenture. A copy
                  of any notice of change of address given pursuant to this
                  subsection 8.13(2) shall be available for inspection at the
                  principal stock transfer office of the Trustee in Vancouver,
                  British Columbia by Warrantholders during normal business
                  hours.

33.14             Notice to the Warrantholders
Any notice to the Warrantholders under the provisions of this Share Purchase
Warrant Indenture shall be deemed to be validly given, if delivered by first
class post, postage paid, to the holders at their addresses appearing in the
register of holders. Any notice so delivered shall be deemed to have been
received on the date of delivery if that date is a Business Day or the Business
Day following the date of delivery if such date is not a Business Day.
Accidental error or omission in giving notice or accidental failure to give
notice to any Warrantholder shall not invalidate any action or proceeding
founded thereon.

33.15             Mail Service Interruption
If by reason of any interruption of mail service, actual or threatened, any
notice to be given pursuant to this Share Purchase Warrant Indenture would
reasonably be unlikely to reach its destination in the ordinary course of mail,
such notice shall be valid and effective only if delivered to the party, or an
officer of the party, to which it is addressed or if sent to such party by
facsimile transmission, telex or other means of prepaid transmitted or recorded
communication.

33.16             Counterparts and Formal Date
This Share Purchase Warrant Indenture may be executed in several counterparts,
each of which when so executed shall be deemed to be an original and such
counterparts together shall constitute one and the same instrument and
notwithstanding their date of execution shall be deemed to be dated as of the
date hereof.

33.17             Satisfaction and Discharge of Share Purchase Warrant Indenture
Upon the date by which there shall have been delivered to the Trustee for
exercise or destruction in accordance with the provisions hereof of all Warrants
theretofore certified hereunder, this Share Purchase Warrant Indenture, except
to the extent that Warrant Shares and certificates therefor have not been issued
and delivered hereunder or the Company has not performed any of its obligations
hereunder, shall cease to be of further effect in respect of the Company, and
the Trustee, on written demand of and at the cost and expense of the Company,
and upon delivery to the Trustee of a certificate of the Company stating that
all conditions precedent to the satisfaction and discharge of this Share
Purchase Warrant Indenture have been

<PAGE>

complied with and upon payment to the Trustee of the expenses, fees and other
remuneration payable to the Trustee, shall execute proper instruments
acknowledging satisfaction of and discharging this Share Purchase Warrant
Indenture; provided that if the Trustee has not then performed any of its
obligations hereunder any such satisfaction and discharge of the Company's
obligations hereunder shall not affect or diminish the rights of any
Warrantholder or the Company against the Trustee.

33.18 Provisions of Share Purchase Warrant Indenture and Warrants for the Sole
Benefit of Parties and Warrantholders
Nothing in this Share Purchase Warrant Indenture or the Warrants, expressed
or implied, shall give or be construed to give to any person other than the
parties hereto and the holders from time to time of the Warrants any legal or
equitable right, remedy or claim under this Share Purchase Warrant Indenture,
or under any covenant or provision therein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and the
Warrantholders.

33.19             Assignment and Enurement
Notwithstanding any other provision of this Share Purchase Warrant Indenture,
the parties hereto acknowledge and agree, and any beneficiaries hereunder are
hereby deemed to have acknowledged and agreed, that:

         (a)      Montreal Trust Company of Canada has sold its corporate trust
                  business and that such business is, as of the date of this
                  Share Purchase Warrant Indenture, owned and operated by
                  Computershare Trust Company of Canada ("Computershare"); and

         (b)      Montreal Trust Company of Canada may assign this Share
                  Purchase Warrant Indenture and any ancillary agreement
                  executed in connection herewith, and all of its rights and
                  obligations thereunder, to Computershare. Any such assignment
                  shall be effective without the need for any further notice or
                  advice to, or approval of, any other person and without any
                  further act or formality whatsoever.

<PAGE>

IN WITNESS WHEREOF the parties hereto have executed this Share Purchase Warrant
Indenture under the hands of their proper officers in that behalf.

                                   VOICE MOBILITY INTERNATIONAL, INC.


                                   BY:      /s/ JAMES HUTTON
                                            ----------------------------------
                                            AUTHORIZED SIGNING OFFICER


                                   MONTREAL TRUST COMPANY OF CANADA


                                   BY:      /s/ LUCE LAFONTAINE
                                            ----------------------------------
                                            AUTHORIZED SIGNING OFFICER


                                   BY:      /s/ GEORGIA STAVRIDIS
                                            ----------------------------------
                                            AUTHORIZED SIGNING OFFICER

<PAGE>

                  (i)      Schedule                                          "A"
                           FORM OF WARRANT

         THESE WARRANTS ARE NON-TRANSFERABLE.

         THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 4:30 P.M.
         (TORONTO TIME) ON APRIL 3, 2003, AFTER WHICH TIME THE WARRANTS
         EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR
         EFFECT.

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD
         PERIOD AND MAY NOT BE TRADED IN ANY QUALIFYING JURISDICTION EXCEPT AS
         PERMITTED BY THE APPLICABLE SECURITIES LEGISLATION IN THAT QUALIFYING
         JURISDICTION.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), NOR QUALIFIED UNDER OR PURSUANT TO THE
         SECURITIES OR "BLUE SKY" LAWS OF ANY STATE NOR UNDER OR PURSUANT TO THE
         SECURITIES LAWS OF ANY PROVINCE IN CANADA. SUCH SECURITIES MAY NOT BE
         OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED
         TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO
         (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
         EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 OR RULE 144A UNDER
         THE SECURITIES ACT, IF AVAILABLE, OR (iii) ANY OTHER EXEMPTION FROM
         REGISTRATION UNDER THE SECURITIES ACT AND FROM QUALIFICATION UNDER ANY
         SECURITIES LAWS APPLICABLE IN CANADA, IF AVAILABLE, AND IN EACH CASE,
         IN COMPLIANCE WITH ANY APPLICABLE STATE OR PROVINCIAL SECURITIES LAWS.

                           NO HEDGING TRANSACTIONS INVOLVING THE SECURITIES
         EVIDENCED BY THIS CERTIFICATE MAY BE CONDUCTED EXCEPT IN COMPLIANCE
         WITH THE SECURITIES ACT.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
         SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SHARE PURCHASE
         WARRANT INDENTURE AMONG THE COMPANY AND THE TRUSTEE, AND SPECIFICALLY
         MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
         OTHERWISE ASSIGNED, PRIOR TO EFFECTIVENESS OF A REGISTRATION STATEMENT
         UNDER THE 1933 ACT, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE
         COMPANY.

                           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
         TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT
         OF A CANADIAN RESIDENT UNTIL 12:00 A.M. (MIDNIGHT) OCTOBER 3, 2001.

Certificate No.___________________

Representing______________________Warrants

                     NON-TRANSFERABLE SHARE PURCHASE WARRANT
                                       OF
                       VOICE MOBILITY INTERNATIONAL, INC.

THIS CERTIFIES THAT: ___________________ (the "holder") is the registered
holder of the number of share purchase warrants (the "Warrants") specified
above and is thereby entitled to acquire ____________ common shares (the
"Warrant Shares") of Voice Mobility International, Inc. (the "Company"), as
presently constituted, until 4:30 p.m (Toronto time) on April 3, 2003 (the
"Time of Expiry") by surrendering to Montreal Trust Company of Canada (the
"Trustee") at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C
3B9 this Warrant Certificate with a subscription in the form of one of the
attached Subscription Forms duly completed and executed and accompanied by
payment of the Warrant Exercise Price (as hereinafter defined) in cash or by
certified cheque, bank draft or money order in lawful money of Canada payable
to or to the order of the Company at par in Vancouver, British Columbia. The
holder of this Warrant Certificate may purchase less than the number of
Warrant Shares which he is entitled to purchase on the exercise of the
Warrants represented by this

<PAGE>

Warrant Certificate, in which event a new Warrant Certificate representing the
Warrants not then exercised will be issued to the holder.

The holder hereby expressly waives the right to receive any fractional Warrant
Shares upon the exercise hereof in full or in part and further waives the right
to receive any cash or other consideration in lieu thereof. The Warrants
represented by this Warrant certificate shall be deemed to have been
surrendered, and payment of cash or by certified cheque, bank draft or money
order shall be deemed to have been made only upon personal delivery thereof or,
if sent by post or other means of transmission, upon actual receipt thereof by
the Trustee at Montreal Trust Company of Canada, 3rd Floor, 510 Burrard Street,
Vancouver, British Columbia, V6C 3B9, Stock & Bond Transfer Department.

Upon due exercise of the Warrants represented by this Warrant Certificate and
payment of the Warrant Exercise Price (as hereinafter defined), the Company
shall cause to be issued to the person(s) in whose name(s) the Warrant Shares so
subscribed for are to be issued (provided that if the securities are to be
issued to a person other than the registered holder of this Warrant Certificate,
the holder's signature on the Subscription Form herein shall be guaranteed by a
Canadian chartered bank or by a member firm of an acceptable medallion guarantee
program and the holder shall pay to the Company or the Trustee all applicable
transfer or similar taxes and the Company shall not be required to issue or
deliver certificates evidencing the Warrant Shares unless or until the holder
shall have paid the Company or the Trustee the amount of such tax or shall have
satisfied to the satisfaction of the Company that such tax has been paid or that
no tax is due) the number of securities to be issued to such person(s) and such
person(s) shall become a holder in respect of such securities with effect from
the date of such exercise and upon due surrender of this Warrant Certificate the
Company will cause a certificate(s) representing such securities to be made
available for pick-up by such person(s) at Montreal Trust Company of Canada, 3rd
Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, Stock & Bond
Transfer Department, or mailed to such person(s) at the address(es) specified in
such subscription within three Business Days of due exercise.

One whole Warrant will entitle the holder thereof to purchase one Warrant Share
and is exercisable until April 3, 2003 at a price of C$2.25 per Share, subject
to adjustment as described in the Share Purchase Warrant Indenture (defined
below) (the "Warrant Exercise Price").

This Warrant Certificate represents Warrants of the Company issued or issuable
under the provisions of a Share Purchase Warrant Indenture (which Share Purchase
Warrant Indenture together with all other instruments supplemental or ancillary
thereto is herein referred to as the "Share Purchase Warrant Indenture") dated
as of April 3, 2001 between the Company and the Trustee, as trustee, which
contains particulars of the rights of the holders of the Warrants and the
Company and of the Trustee in respect thereof and the terms and conditions upon
which the Warrants are issued and held, all to the same effect as if the
provisions of the Share Purchase Warrant Indenture were herein set forth, to all
of which the holder of this Warrant Certificate by acceptance hereof assents. A
copy of the Share Purchase Warrant Indenture will be available for inspection at
Montreal Trust Company of Canada, 3rd Floor, 510 Burrard Street, Vancouver,
British Columbia, V6C 3B9, Corporate Trust Department. Unless otherwise defined
herein, capitalized terms used herein have the meanings ascribed thereto in the
Share Purchase Warrant Indenture.

Upon presentation at Montreal Trust Company of Canada, 3rd Floor, 510 Burrard
Street, Vancouver, British Columbia, V6C 3B9, Stock & Bond Transfer Department,
subject to the provisions of the Share Purchase Warrant Indenture and upon
compliance with the reasonable requirements of the Trustee, Warrant Certificates
may be exchanged for Warrants Certificates entitling the holder thereof to
acquire

<PAGE>

an equal aggregate number of Warrant Shares subject to adjustment as provided
for in the Share Purchase Warrant Indenture. The Company and the Trustee may
treat the registered holder of this Warrant Certificate for all purposes as the
absolute owner hereof. The holding of the Warrants represented by this
Certificate shall not constitute the holder hereof a holder of Warrant Shares
nor entitle him to any right or interest in respect thereof except as herein and
in the Share Purchase Warrant Indenture expressly provided.

The Warrants are not transferable.

The Warrants and, absent an effective Registration Statement under the U.S. Act,
the Warrant Shares issuable upon exercise hereof have not been registered under
the U.S. Act or the securities laws of any state of the United States and such
securities may not be exercised within the United States or by or on behalf of a
U.S. person or person in the United States unless registered under the U.S. Act
and the securities laws of all applicable states of the United States or an
exemption from such registration requirements is available.

The Share Purchase Warrant Indenture provides for adjustments to the rights of
subscription or purchase, including the amount of and the class and kind of
securities or other property issuable upon exercise of the rights hereby
represented upon the happening of certain stated events, including the
subdivision or consolidation of the Shares, certain distributions of Shares or
securities convertible into Shares or other assets or property of the Company
and certain other capital reorganizations.

The Share Purchase Warrant Indenture contains provisions making binding upon all
holders of Warrants outstanding thereunder resolutions passed at meetings of
such holders held in accordance with such provisions and instruments in writing
signed by the Warrantholders entitled to acquire upon the exercise of the
Warrants a specified percentage of the Warrant Shares.

The Warrants and the Share Purchase Warrant Indenture shall be governed by and
performed, construed and enforced in accordance with the laws of the Province of
British Columbia and shall be treated in all respects as British Columbia
contracts. Time shall be of the essence hereof and of the Share Purchase Warrant
Indenture.

This document is drawn up in English at the express wish of the parties. C'est
la volonte expresse des parties que le present document soit redige en anglais.

This Warrant Certificate shall not be valid for any purpose until it has been
certified by or on behalf of the Trustee for the time being under the Share
Purchase Warrant Indenture.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed
by its duly authorized officer as of ________________________, 200 __.


                                    VOICE MOBILITY INTERNATIONAL, INC.

                                    BY:
                                            --------------------------
                                            AUTHORIZED SIGNING OFFICER

THIS WARRANT CERTIFICATE REPRESENTS
WARRANTS REFERRED TO IN THE WARRANT

<PAGE>

SHARE PURCHASE WARRANT INDENTURE WITHIN MENTIONED.


MONTREAL TRUST COMPANY OF CANADA



BY:
      -------------------------------------
      AUTHORIZED SIGNING OFFICER

<PAGE>


                  (ii)     EXHIBIT                                          "I"
                           SUBSCRIPTION FORM

TO:      VOICE MOBILITY INTERNATIONAL, INC.

         C/O Montreal Trust Company of Canada
         3rd Floor
         510 Burrard Street
         Vancouver, BC  V6C 3B9

The undersigned holder of the within Warrants hereby irrevocably subscribes
for ____________ of the Warrant Shares of Voice Mobility International, Inc.
at the Warrant Exercise Price referred to in the attached Warrant Certificate
on the terms and conditions set forth in such Warrant Certificate and the
Share Purchase Warrant Indenture and encloses herewith cash or a certified
cheque, bank draft or money order payable at par in the Vancouver, British
Columbia to the order of VOICE MOBILITY INTERNATIONAL, INC. in the amount of
$ ___________ in payment in full of the subscription price of the Warrant
Shares hereby subscribed for.

The undersigned hereby represents and warrants to the Company as follows (check
one):

/ /      (i)      the undersigned is not a U.S. person and the Warrant is not
                  being exercised within the United States or on behalf of a
                  U.S. person; or

/ /      (ii)     the undersigned was a U.S. person at the time of acquisition
                  of the Warrants, and each of the representations and
                  warranties made by the undersigned in the Subscription
                  Agreement between the undersigned and the Company, pursuant to
                  which the undersigned acquired the Warrants, is true and
                  correct as of the date hereof; or

/ /      (iii)    the undersigned has delivered herewith to the Company a
                  written opinion of counsel to the effect that the exercise of
                  the Warrant by the undersigned is not subject to registration
                  under the Securities Act of 1933, as amended, or the
                  securities laws of any state of the United States.

"United States" and "U.S. person" are defined by Regulation S under the United
States Securities Act of 1933.

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

<TABLE>
<CAPTION>

--------------------------------- --------------------------------- ----------------- ---------------------------
                                                                         SOCIAL                  NUMBER OF
        NAME(S) IN FULL                     ADDRESS(ES)             INSURANCE NUMBER           COMMON SHARES
--------------------------------- --------------------------------- ----------------- ---------------------------
<S>                               <C>                               <C>               <C>
--------------------------------- --------------------------------- ----------------- ---------------------------

--------------------------------- --------------------------------- ----------------- ---------------------------
</TABLE>

(Please print. If securities are issued to a person other than the
Warrantholder, the holder must pay to the Trustee all eligible taxes and the
signature of the holder must be guaranteed by a Canadian chartered bank or a
member firm of an acceptable medallion guarantee program.)

<PAGE>

         DATED this       day of                                         , 200
                    -----        ----------------------------------------     --

--------------------------------             ------------------------------
Signature Guaranteed *                       Signature of Holder

                                             ------------------------------
                                             Full Name of Holder

                                             ------------------------------
                                             Address of Holder

*signature must be guaranteed by a Canadian chartered bank or member firm of an
acceptable medallion guarantee program

/ /      Please check this box if the securities are to be delivered at the
         office where these Warrants are surrendered, failing which the
         securities will be mailed. Certificates will be delivered or mailed as
         soon as practicable after the surrender of the Warrant Certificate.

<PAGE>

                  (iii)    EXHIBIT                                         "II"
                           CASHLESS EXERCISE SUBSCRIPTION FORM

TO:      VOICE MOBILITY INTERNATIONAL, INC.

         C/O Montreal Trust Company of Canada
         3rd Floor
         510 Burrard Street
         Vancouver, BC  V6C 3B9

The undersigned holder of the within Warrants hereby irrevocably subscribes for
________ of the Warrant Shares of Voice Mobility International, Inc. at the
Warrant Exercise Price referred to in the attached Warrant Certificate on the
terms and conditions set forth in such Warrant Certificate and the Share
Purchase Warrant Indenture and tenders payment in full of the subscription price
of the Warrant Shares hereby subscribed for by surrendering ________ Warrants
pursuant to a cashless exercise by surrender of such Warrants as described in
Section 3.1(2) of the Share Purchase Warrant Indenture pursuant to which such
Warrants were issued.

The undersigned hereby represents and warrants to the Company as follows (check
one):

/ /      (i)      the undersigned is not a U.S. person and the Warrant is not
                  being exercised within the United States or on behalf of a
                  U.S. person; or

/ /      (ii)     the undersigned was a U.S. person at the time of acquisition
                  of the Warrants, and each of the representations and
                  warranties made by the undersigned in the Subscription
                  Agreement between the undersigned and the Company, pursuant to
                  which the undersigned acquired the Warrants, is true and
                  correct as of the date hereof; or

/ /      (iii)    the undersigned has delivered herewith to the Company a
                  written opinion of counsel to the effect that the exercise of
                  the Warrant by the undersigned is not subject to registration
                  under the Securities Act of 1933, as amended, or the
                  securities laws of any state of the United States.

"United States" and "U.S. person" are defined by Regulation S under the United
States Securities Act of 1933.

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

<TABLE>
<CAPTION>

--------------------------------- --------------------------------- ----------------- ---------------------------
                                                                         SOCIAL                NUMBER OF
        NAME(S) IN FULL                     ADDRESS(ES)             INSURANCE NUMBER         COMMON SHARES
--------------------------------- --------------------------------- ----------------- ---------------------------
<S>                               <C>                               <C>               <C>
--------------------------------- --------------------------------- ----------------- ---------------------------

--------------------------------- --------------------------------- ----------------- ---------------------------
</TABLE>

(Please print. If securities are issued to a person other than the
Warrantholder, the holder must pay to the Trustee all eligible taxes and the
signature of the holder must be guaranteed by a Canadian chartered bank or a
member firm of an acceptable medallion guarantee program.)

<PAGE>

         DATED this         day of                                       , 200
                    -------        ------------------------------------       --

---------------------------------            --------------------------------
Signature Guaranteed *                       Signature of Holder

                                             --------------------------------
                                             Full Name of Holder

                                             --------------------------------
                                             Address of Holder

*signature must be guaranteed by a Canadian chartered bank or member firm of an
acceptable medallion guarantee program

/ /      Please check this box if the securities are to be delivered at the
         office where these Warrants are surrendered, failing which the
         securities will be mailed. Certificates will be delivered or mailed as
         soon as practicable after the surrender of the Warrant Certificate.