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                                      -2-

Exhibit 10.23: Special Warrant Indenture


                       VOICE MOBILITY INTERNATIONAL, INC.



                            SPECIAL WARRANT INDENTURE


                        PROVIDING FOR THE ISSUE OF UP TO
                           6,500,000 SPECIAL WARRANTS




                                  APRIL 3, 2001

<PAGE>

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                         <C>
ARTICLE 1         INTERPRETATION                                                             1

   1.1    Definitions                                                                        1
   1.2    Gender                                                                             7
   1.3    Interpretation Not Affected by Headings, Etc.                                      7
   1.4    Business Day                                                                       7
   1.5    Time of the Essence                                                                7
   1.6    Applicable Law                                                                     7
   1.7    Currency                                                                           7
   1.8    Meaning of Outstanding                                                             7
   1.9    Termination                                                                        7

ARTICLE 2         ISSUE OF SPECIAL WARRANTS                                                  8
   2.1    Issue of Special Warrants                                                          8
   2.2    Form and Terms of Special Warrants                                                 8
   2.3    Signing of Special Warrant Certificates                                            8
   2.4    Certification by the Trustee                                                       9
   2.5    Warrantholder Not a Shareholder, etc.                                              9
   2.6    Issue in Substitution for Lost Special Warrant Certificates                        9
   2.7    Special Warrants to Rank Pari Passu                                               10
   2.8    Registers for Special Warrants                                                    10
   2.9    Transferee Entitled to Registration                                               11
   2.10   Registers Open for Inspection                                                     11
   2.11   Exchange of Special Warrants                                                      11
   2.12   Ownership of Special Warrants                                                     11
   2.13   Adjustment of Shares                                                              12
   2.14   Adjustment Rules                                                                  13
   2.15   Postponement of Subscription                                                      14
   2.16   Notice of Adjustment                                                              14
   2.17   No Action after Notice                                                            15
   2.18   Purchase of Special Warrants for Cancellation                                     15
   2.19   Fractional Shares                                                                 15
   2.20   Protection of Trustee                                                             16

ARTICLE 3         EXERCISE OF SPECIAL WARRANTS                                              16
   3.1    Method of Exercise of Special Warrants                                            16
   3.2    Deemed Exercise of Special Warrants                                               17
   3.3    Issuance of Special Warrants, Unit Shares and Warrants to U.S. Persons            17
   3.4    Issuance of Special Warrants, Unit Shares and Warrants to Non-U.S. Persons        20
   3.5    Effect of Exercise of Special Warrants                                            24
   3.6    Cancellation of Special Warrant Certificates                                      25
   3.7    Subscription for less than Entitlement                                            25
   3.8    Securities Restrictions and Legends                                               25

ARTICLE 4         COVENANTS FOR WARRANTHOLDERS' BENEFIT                                     26
   4.1    General Covenants                                                                 26
   4.2    Securities Qualification Requirements                                             28
   4.3    Trustee's Remuneration and Expenses                                               29

ARTICLE 5         ENFORCEMENT                                                               29
   5.1    Suits by Warrantholders                                                           29
   5.2    Immunity of Shareholders, etc.                                                    29
   5.3    Limitation of Liability                                                           30
   5.4    Waiver of Default                                                                 30

ARTICLE 6         MEETINGS OF WARRANTHOLDERS                                                30
   6.1    Right to Convene Meetings                                                         30
   6.2    Notice                                                                            30

<PAGE>

                                      -ii-

<S>                                                                                         <C>
   6.3    Chairman                                                                          31
   6.4    Quorum                                                                            31
   6.5    Power to Adjourn                                                                  31
   6.6    Show of Hands                                                                     31
   6.7    Poll and Voting                                                                   32
   6.8    Regulations                                                                       32
   6.9    Company, Trustee and Counsel may be Represented                                   33
   6.10   Powers Exercisable by Extraordinary Resolution                                    33
   6.11   Meaning of Extraordinary Resolution                                               34
   6.12   Powers Cumulative                                                                 34
   6.13   Minutes                                                                           35
   6.14   Instruments in Writing                                                            35
   6.15   Binding Effect of Resolutions                                                     35
   6.16   Holdings by the Company or Subsidiaries of the Company Disregarded                35

ARTICLE 7         SUPPLEMENTAL INDENTURES                                                   36
   7.1    Supplemental Indentures                                                           36
   7.2    Successor Companies                                                               37

ARTICLE 8         CONCERNING THE TRUSTEE                                                    37
   8.1    Trust Indenture Legislation                                                       37
   8.2    Rights and Duties of Trustee                                                      37
   8.3    Evidence, Experts and Advisers                                                    38
   8.4    Documents, Monies, Etc.  Held by Trustee                                          39
   8.5    Actions by Trustee to Protect Interests                                           39
   8.6    Trustee Not Required to Give Security                                             39
   8.7    Protection of Trustee                                                             39
   8.8    Replacement of Trustee                                                            40
   8.9    Conflict of Interest                                                              41
   8.10   Acceptance of Trusts                                                              41
   8.11   Trustee Not to be Appointed Receiver                                              42
   8.12   Authorization to Carry on Business                                                42
   8.13   Assignment and Enurement                                                          42

ARTICLE 9         GENERAL                                                                   42
   9.1    Notice to the Company and the Trustee                                             42
   9.2    Notice to the Warrantholders                                                      43
   9.3    Mail Service Interruption                                                         43
   9.4    Counterparts and Formal Date                                                      44
   9.5    Satisfaction and Discharge of Indenture                                           44
   9.6    Provisions of Indenture and Special Warrants for the Sole Benefit of Parties
          and Warrantholders                                                                44

ARTICLE 10        ESCROW OF PROCEEDS                                                        44
   10.1   Deposit of Escrowed Proceeds                                                      44
   10.2   Investment of Escrowed Proceeds                                                   44
   10.3   Release of Escrowed Proceeds to Company                                           45
   10.4   Release of Escrowed Proceeds by Waiver                                            45
   10.5   Repurchase of  Special Warrants by the Company                                    45
</TABLE>

SCHEDULE "A" - FORM OF SPECIAL WARRANT CERTIFICATE

SCHEDULE "B" - NOTICE OF EXERCISE OF REPURCHASE OPTION

<PAGE>

THIS SPECIAL WARRANT INDENTURE made as of April 3, 2001,

BETWEEN:

                  VOICE MOBILITY INTERNATIONAL, INC., a company incorporated
                  pursuant to the laws of the State of Nevada and having an
                  office 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 is desirous of raising money for its corporate purposes and with
a view to doing so proposes to issue and sell up to 6,500,000 special warrants
(the "Special Warrants") to be constituted and issued in the manner hereinafter
set forth;

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

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

D. The Trustee has agreed to enter into this Special Warrant Indenture and to
act as Trustee on behalf of the holders of Special Warrants issued pursuant to
this Special 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:


16.
INTERPRETATION

16.1 Definitions

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                                      -2-

In this Special 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:


                  (i)      "AGENCY AGREEMENT" means an agency agreement entered
                           into by the Agents and the Company and dated April 3,
                           2001, providing the terms upon which the Agents are
                           to act for the Company in connection with the
                           offering of the Special Warrants;

                  (ii)     "AGENTS" means Loewen, Ondaatje, McCutcheon Limited,
                           Acumen Capital Finance Partners Limited and Paradigm
                           Capital Inc.;

                  (iii)    "AGENTS' FEE" means collectively, the commission
                           which is set out in the Agency Agreement and which is
                           payable by the Company to the Agents in consideration
                           of the services performed by the Agents under the
                           Agency Agreement;

                  (iv)     "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;

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

                  (vi)     "APPLICABLE LEGISLATION" means the provisions of any
                           statute of Canada or a province thereof and any state
                           or federal statute of the United States 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
                           corporations under trust indentures, to the extent
                           that such provisions are at the time in force and
                           applicable to this Special Warrant Indenture;

                  (vii)    "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;

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

                  (ix)     "BUSINESS DAY" means a day which is not a Saturday,
                           Sunday, or 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;

                  (x)      "CAPITAL REORGANIZATION" has the meaning ascribed
                           thereto in subsection 2.13;

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                                      -3-

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

                  (xii)    "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;

                  (xiii)   "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;

                  (xiv)    "COUNSEL" means a barrister or solicitor or a firm of
                           barristers or solicitors (who may be counsel for the
                           Company) acceptable to the Trustee acting reasonably;

                  (xv)     "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, in each case by resolution duly passed;

                  (xvi)    "ESCROWED PROCEEDS" means the amount of
                           CDN$11,305,000 deposited by the Company into escrow
                           with the Trustee, being the Purchase Price paid for
                           Special Warrants issued to purchasers whose Special
                           Warrant Certificates bear the distinguishing letter
                           "E" at the end of the Special Warrant Certificate
                           number;

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

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

                  (xix)    "EXPIRY DATE" means 4:30 p.m. (Toronto time) on the
                           fifth Business Day following 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;

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

                  (xxi)    "FINAL PROSPECTUS" means the (final) prospectus
                           qualifying the distribution of the Unit Shares and
                           Warrants issuable upon exercise of the Special
                           Warrants;

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                                      -4-

                  (xxii)   "GROSS PROCEEDS" means the aggregate subscription
                           proceeds received by the Company upon the sale of the
                           Special Warrants;

                  (xxiii)  "OFFERING" means the issuance and sale by the Company
                           of up to 6,500,000 Special Warrants, as set out
                           herein;

                  (xxiv)   "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;

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

                  (xxvi)   "PURCHASE PRICE" means the subscription funds paid to
                           the Company by an individual purchaser of the Special
                           Warrants of $2.00 per Special Warrant;

                  (xxvii)  "PERMITTED INVESTMENTS" means:

                           (i)      obligations of, or guaranteed by, the
                                    Government of Canada or any province
                                    thereof; or

                           (ii)     certificates of deposit, term deposit
                                    receipts or bearer deposits, notes, issued
                                    or accepted by, deposits placed within, or
                                    other obligations of or guaranteed by, any
                                    of the Canadian Chartered Banks listed in
                                    Schedule 1 of the Bank Act (Canada) or any
                                    registered trust company (including the
                                    Trustee);
                  provided that any such investment will only be made in
                  securities having a maturity date of 90 days or less;


                  (xxviii) "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;

                  (xxix)   "PRELIMINARY PROSPECTUS" means the preliminary
                           prospectus of the Company qualifying the distribution
                           of the Unit Shares and Warrants issuable upon
                           exercise of the Special Warrants;

                  (xxx)    "PROSPECTUS CERTIFICATE" means the certificate
                           executed by the Chief Executive Officer, the Chief
                           Financial Officer or any other authorized director or
                           officer of the Company confirming the issuance of a
                           receipt for the Final Prospectus by the last of the
                           Qualifying Commissions and the effective date of the
                           Registration Statement;

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

<PAGE>

                                      -5-

                  (xxxii)  "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;

                  (xxxiii) "QUALIFICATION DEADLINE" means 4:30 p.m. (Toronto
                           time) on the date that is 120 days following the
                           Closing Date, or such later date as Loewen, Ondaatje,
                           McCutcheon Limited may determine in a written notice
                           given to the Company and the Trustee;

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

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

                  (xxxvi)  "REGISTRATION STATEMENT" means the 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 Unit Shares and the
                           Warrants and the issuance of the Warrant Shares
                           underlying the Warrants;

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

                  (xxxviii) "SECURITIES ADMINISTRATORS" means the securities
                           regulatory authorities of each of the Qualifying
                           Jurisdictions;

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

                  (xl)     "SPECIAL WARRANTS" means the non-transferable special
                           warrants of the Company issuable hereunder, each of
                           which entitles the registered holder thereof to
                           acquire one Unit Share and one-half of one Warrant
                           upon exercise or deemed exercise thereof, without
                           payment of additional consideration;

                  (xli)    "SPECIAL WARRANT CERTIFICATE" means a certificate
                           evidencing one or more Special Warrants;

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

                  (xliii)  "THIS SPECIAL WARRANT INDENTURE", "HEREIN", "HEREBY",
                           and similar expressions mean and refer to this
                           Special Warrant Indenture and any indenture, deed or
                           instrument supplemental or ancillary hereto; and the
                           expressions "ARTICLE", "SECTION", "SUBSECTION" and
                           "CLAUSE" followed

<PAGE>

                                      -6-

                           by a number mean and refer to the specified Article,
                           Section, subsection or clause of this Special Warrant
                           Indenture;

                  (xliv)   "TIME OF EXPIRY" means 4:30 p.m. (Toronto time) on
                           the Expiry Date;

                  (xlv)    "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;

                  (xlvi)   "UNIT SHARES " means fully paid and non-assessable
                           common shares in the capital of the Company as
                           currently constituted, provided that in the event of
                           any adjustment pursuant to Section 2.13, Unit Shares
                           will thereafter mean the securities or property
                           resulting from such adjustment;

                  (xlvii)  "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;

                  (xlviii) "U.S. PERSON" has the meaning attributed thereto in
                           Rule 902(k) of Regulation S adopted under the U.S.
                           Act;

                  (xlix)   "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 C$2.25 per Warrant Share
                           at any time on or before 12:00 a.m. (midnight) on the
                           date which is two years following the Closing Date;

                  (l)      "WARRANTHOLDER" or "HOLDER" means a person whose name
                           is entered for the time being in the register
                           maintained pursuant to clause 2.8(l)(a), as holders
                           of Special Warrants;

                  (li)     "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 Unit Shares which could
                           be acquired upon the exercise of all Special Warrants
                           then outstanding which requests the Trustee to take
                           some action or proceeding specified therein;

                  (lii)    "WARRANT SHARE" means the common share in the capital
                           of the Company as currently constituted which will be
                           issued upon exercise or deemed exercise of a Warrant,
                           provided that in the event of any adjustment pursuant
                           to Section 2.13, Warrant Shares will thereafter mean
                           the securities or property resulting from such
                           adjustment;

                  (liii)   "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

<PAGE>

                                      -7-

                           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.

16.2 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.


16.3 Interpretation Not Affected by Headings, Etc.
The division of this Special 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 Special Warrant Indenture.


16.4 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.


16.5 Time of the Essence
Time is of the essence in all respects in this Special Warrant Indenture and the
Special Warrants.


16.6 Applicable Law
This Special Warrant Indenture and the Special 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.


16.7 Currency
Unless otherwise stated all dollar amounts referred to in this Special Warrant
Indenture are in Canadian dollars.


16.8 Meaning of Outstanding
Every Special Warrant represented by a 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 Special Warrant Certificate has been issued
pursuant to Section 2.6 hereof to replace one which is lost, mutilated, stolen
or destroyed, the Special Warrants represented by only one of such Special
Warrant Certificates shall be counted for the purpose of determining the
aggregate number of Special Warrants outstanding.


16.9 Termination

<PAGE>

                                      -8-

This Special Warrant Indenture shall continue in full force and effect so long
as any Special Warrant is outstanding and upon the expiry, exercise or deemed
exercise of all the Special Warrants issuable hereunder, shall terminate.


17.
ISSUE OF SPECIAL WARRANTS

17.1 Issue of Special Warrants
A total of 6,500,000 Special Warrants are hereby created and authorized to be
issued hereunder upon the terms and conditions herein set forth and Special
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, against payment of the Purchase
Price therefor. The Trustee shall have no duty to confirm that the Purchase
Price for the Special Warrants has been paid prior to effecting such
certification and delivery.


17.2 Form and Terms of Special Warrants

         (a)      The Special Warrant Certificates shall be substantially in the
                  form set out in Schedule "A", with, subject to the provisions
                  of this Special Warrant Indenture, such additions, variations
                  and changes as may from time to time be agreed upon by the
                  Trustee and the Company, shall be dated as of the Closing Date
                  (regardless of their actual date of issue), and shall have
                  such distinguishing letters and numbers and such legends as
                  the Company may, with the approval of the Trustee, prescribe.
                  All Special Warrant Certificates shall, save as to
                  denominations, be of like tenor and effect. The Special
                  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 Special
                  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 exercise or deemed exercise of the
                  Special Warrants.

         (b)      Each Special Warrant authorized to be issued hereunder shall
                  entitle the registered holder thereof to acquire, at no
                  additional cost, one Unit Share and one-half of one Warrant
                  upon exercise or deemed exercise of the Special Warrant in
                  accordance with this Special Warrant Indenture.

         (c)      If the Qualification Date has not occurred on or before the
                  Qualification Deadline, each previously unexercised Special
                  Warrant shall entitle the registered holder thereof to
                  acquire, at no additional cost, 1.1 Unit Shares and 0.55
                  Warrants upon exercise or deemed exercise of the Special
                  Warrant in accordance with this Special Warrant Indenture.

         (d)      Fractional Special Warrants shall not be issued or otherwise
                  provided for.

17.3 Signing of Special Warrant Certificates

<PAGE>

                                      -9-

The Special 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 Special 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 Special Warrant Certificate as such person may no
longer hold office at the date of issue of such Special Warrant Certificate or
at the date of certification or delivery thereof, any Special 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 Special Warrant Indenture.


17.4 Certification by the Trustee

         (a)      No Special 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 Special Warrant
                  Certificate shall be conclusive evidence as against the
                  Company that the Special 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 Special Warrant
                  Certificates issued hereunder shall not be construed as a
                  representation or warranty by the Trustee as to the validity
                  of this Special Warrant Indenture or the Special Warrants
                  (except the due certification thereof) and the Trustee shall
                  in no respect be liable or answerable for the use made of the
                  Special Warrants or any of them or of the consideration
                  therefor except as otherwise specified herein.

17.5 Warrantholder Not a Shareholder, etc.
The holding of a Special 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
Special Warrants expressly provided.


17.6 Issue in Substitution for Lost Special Warrant Certificates

         (a)      In case any of the Special 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
                  Special Warrant Certificate of like tenor as the one
                  mutilated, lost, destroyed or stolen in exchange for and in
                  place of and upon cancellation of such mutilated certificate,
                  or in lieu of and in substitution for such lost, destroyed or
                  stolen certificate, and the substituted 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 Special Warrant Certificates issued or to
                  be issued hereunder.

<PAGE>

                                      -10-

         (b)      The applicant for the issue of a new Special 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 certificate, 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 certificate so lost, destroyed or stolen as shall be
                  satisfactory to the Company and to the Trustee in their sole
                  discretion, and such applicant may 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.

17.7 Special Warrants to Rank Pari Passu
All Special Warrants shall rank PARI PASSU, whatever may be the actual date of
issue of the Special Warrant Certificates by which they are evidenced.


17.8 Registers for Special Warrants

         (a)      The Special Warrants to be issued shall be in registered form.
                  The Company shall cause to be kept by the Trustee at its
                  principal office in Vancouver, British Columbia (a) a register
                  of holders in which shall be entered the names and addresses
                  of the holders of the Special Warrants and of the number of
                  Special Warrants held by them and (b) a register of transfers
                  in which shall be entered the date and other particulars of
                  each transfer of Special Warrants.

         (b)      Subject to the terms of this Special Warrant Indenture,
                  Special Warrants may not be offered, sold or transferred. No
                  transfer of a Special Warrant shall be valid unless: (a) the
                  holder or his executors, administrators or other legal
                  representatives or his or their attorney duly appointed by an
                  instrument in writing in form and execution satisfactory to
                  the Trustee with signatures guaranteed by a Canadian chartered
                  bank or a member of an acceptable medallion guarantee program
                  and its transferee duly complete and execute the transfer form
                  attached to the Special Warrant Certificate, surrender the
                  original Special Warrant Certificate and comply with such
                  reasonable requirements as the Trustee may prescribe and
                  applicable securities legislation and requirements of
                  regulatory authorities; (b) the transfer is recorded on the
                  register of transfers maintained by the Trustee pursuant to
                  subsection 2.8(1), and all stamp taxes or governmental or
                  other charges arising by reason of such transfer have been
                  paid; (c) unless and until the Registration Statement is
                  declared effective by the SEC; and (d) it is approved in
                  writing by the Company. Notwithstanding any provision to the
                  contrary contained in this Special Warrant Indenture, the
                  Company will, on the advice of counsel, acting reasonably, be
                  entitled, and may direct the Trustee, and the Trustee will, at
                  the direction of the Company, acting reasonably, or otherwise
                  on the advice of counsel, be entitled to refuse to recognize
                  and transfer, or enter the name of any transferee of any
                  Special Warrant on the register if such transfer would
                  constitute a violation of the securities laws of any
                  Qualifying Jurisdiction or the United

<PAGE>

                                      -11-

                  States or the jurisdiction of residence of either the
                  transferee or the transferor or the Company.

17.9 Transferee Entitled to Registration
The transferee of a Special Warrant shall, after the transfer form attached to
the Special Warrant Certificate or any other form of transfer acceptable to the
Trustee is duly completed and the Special Warrant Certificate is lodged with the
Trustee and upon compliance with all other conditions in that regard required by
this Special Warrant Indenture or by law, be entitled to have his name entered
on the register of Warrantholders free from all equities or rights of set-off or
counterclaim between the Company and the transferor or any previous holder of
such Special Warrant, save in respect of equities of which the Company or the
transferee is required to take notice by statute or by order of a court of
competent jurisdiction.


17.10    Registers Open for Inspection
The registers hereinbefore referred to 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 Warrantholders entered in the register
of holders kept by the Trustee and showing the number of Unit Shares and
Warrants which might then be acquired upon the exercise of the Special Warrants
held by each such holder.


17.11    Exchange of Special Warrants

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

         (b)      Special 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 Special 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 Special 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.

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

<PAGE>

                                      -12-

except where the Company or the Trustee is required to take notice by statute or
by order of a court of competent jurisdiction. A Warrantholder shall be entitled
to the rights evidenced by such Special Warrant free from all equities or rights
of set-off or counterclaim between the Company and the original or any
intermediate holder thereof and all persons may act accordingly and the receipt
by any such Warrantholder of Unit Shares and Warrants pursuant thereto shall be
a good discharge to the Company and the Trustee for the same and neither the
Company nor the Trustee shall be bound to inquire into the title of any such
holder except where the Company or the Trustee is required to take notice by
statute or by order of a court of competent jurisdiction.


17.13    Adjustment of Shares
Subject to Sections 2.14 and 2.15, if any time after the date hereof and prior
to the Time of Expiry, and provided that any Special Warrants remain
unexercised, there shall be:


                  (i)      a reclassification of the Unit Shares outstanding at
                           the time or a change in the Unit Shares into other
                           shares or securities or a subdivision or
                           consolidation of the Unit Shares into a greater or
                           lesser number of Unit Shares, or any other capital
                           reorganization;

                  (ii)     a consolidation, amalgamation or merger of the
                           Company with or into any other company (other than a
                           consolidation, amalgamation or merger which does not
                           result in any reclassification of the outstanding
                           Unit Shares or a change of the Unit Shares into other
                           shares or securities);

                  (iii)    a transfer of the undertaking or assets of the
                           Company as an entirety or substantially as an
                           entirety to another company or entity; or

                  (iv)     an issue or distribution to the holders of all or
                           substantially all of the Company's Unit Shares or
                           securities of the Company including rights, options
                           or warrants to acquire Unit Shares of the Company or
                           securities convertible into or exchangeable for Unit
                           Shares of the Company, or any property or assets,
                           including any evidences of indebtedness, other than
                           cash dividends payable in the ordinary course of the
                           Company or securities issued pursuant to the
                           Company's stock option plans or pursuant to presently
                           outstanding Preferred Shares, rights, options or
                           warrants,
(any of such events in these clauses (a), (b), (c) and (d) being called a
"Capital Reorganization"), any Warrantholder who thereafter shall exercise his
right to receive Unit Shares and Warrants pursuant to Special Warrant(s) shall
be entitled to receive, at no additional cost, and shall accept in lieu of the
number of Unit Shares 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
Unit Shares to which such holder was theretofore entitled to acquire upon
exercise or deemed exercise of the Special Warrant. If determined appropriate by
the Trustee and the Company acting reasonably, 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

<PAGE>

                                      -13-

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


17.14    Adjustment Rules
For the purposes of Section 2.13:


                  (i)      the adjustments provided for in Section 2.13 are
                           cumulative and such adjustments shall be made
                           successively whenever an event referred to therein
                           shall occur, subject to the following subsections of
                           this Section 2.14;

                  (ii)     no adjustment shall be made in the number or kind of
                           Unit Shares which may be acquired on the exercise of
                           a Special Warrant unless it would result in a change
                           of at least one-hundredth of a Unit Share (provided,
                           however, that any adjustments which may by reason of
                           this subsection (b) not be required to be made, shall
                           be carried forward and then taken into consideration
                           in any subsequent adjustment);

                  (iii)    no adjustment shall be made in respect of any event
                           described in Section 2.13, if Warrantholders are
                           entitled to participate in such event on the same
                           terms, MUTATIS MUTANDIS, as if Warrantholders had
                           exercised their Special Warrants prior to or on the
                           effective date or record date of such event;

                  (iv)     in the event of any question arising with respect to
                           any adjustment provided for in Section 2.13, such
                           question 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 such determination shall be binding
                           upon the Company, the Trustee and the Warrantholders;

                  (v)      if the Company shall set a record date to determine
                           the Shareholders 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 number
                           of Unit Shares which may be issuable on the exercise
                           or deemed exercise of the Special Warrants shall be
                           required by reason of the setting of such record
                           date;

<PAGE>

                                      -14-

                  (vi)     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 Special
                           Warrants, 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
                           Special Warrants are entitled to receive on the
                           exercise of all the subscription rights attaching
                           thereto in accordance with the provisions thereof;
                           and

                  (vii)    in case the Company, after the date hereof, shall
                           take any action affecting any Unit Shares, other than
                           action described in Section 2.13, which in the
                           opinion of the directors would materially affect the
                           rights of Warrantholders, the number of Unit Shares
                           which shall be issuable on the exercise or deemed
                           exercise of the Special Warrants, 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 such
                           an adjustment prior to the effective date of any
                           action by the Company affecting the Unit Shares shall
                           be conclusive evidence that the directors have
                           determined that it is equitable to make no adjustment
                           in the circumstances.

17.15    Postponement of Subscription
In any case where the application of Section 2.13 results in an increase of the
number of Unit Shares which may be issuable on the exercise or deemed exercise
of the Special Warrants taking effect immediately after the record date for a
specific event, if any Special 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 Special Warrant of the Unit Shares to which he is entitled by
reason of such adjustment but such Unit Shares shall be so issued and delivered
to that holder upon completion of that event, with the number of such Unit
Shares calculated on the basis of the number of Unit Shares provided for after
the adjustment provided for in Section 2.13 hereof on the date of exercise of
the Special Warrants adjusted for completion of that event and the Company shall
deliver to the person or persons in whose name or names the Unit Shares are to
be issued an appropriate instrument evidencing the right of such person or
persons to receive such Unit Shares 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 Unit Shares
from and after the date that the Special Warrant was exercised in respect
thereof.


17.16    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 2.13, 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

<PAGE>

                                      -15-

                           such event) and, if determinable, the required
                           adjustment and the computation of such adjustment;
                           and

                  (ii)     give notice to the Warrantholders and the Agents 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 certificate of the Company
                           specifying the required adjustment, the nature of the
                           event requiring the adjustment, the amount of the
                           adjustment and setting forth in reasonable detail the
                           method of calculation and the facts upon which the
                           calculation is based; and

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

17.17    No Action after Notice
The Company covenants with the Trustee that it will not close its transfer books
or take any other corporate action which might deprive the holder of a Special
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 2.16(1).


17.18    Purchase of Special Warrants for Cancellation
The Company may, at any time and from time to time, attempt to purchase Special
Warrants by invitation for tender, in the market, 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 Special Warrant Certificates purchased pursuant to the
provisions of this Section 2.18 shall be forthwith delivered to, 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.


17.19    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 Unit 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
Unit 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 Unit Shares on or
before the Time of Expiry, such fractional Unit Shares shall be deemed to be
cancelled and the Company shall have no liability or responsibility to offer any
consideration therefor. No fractional Unit Shares will be issued or, except as
noted in this paragraph, be provided on exercise or deemed exercise of the
Special Warrants.

<PAGE>

                                      -16-

17.20    Protection of Trustee
The Trustee shall not:

                  (i)      at any time be under any duty or responsibility to
                           any registered holder of Special 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 Unit Shares and Warrants
                           which may at any time be issued or delivered upon the
                           exercise or deemed exercise of the Special Warrants;

                  (iii)    be responsible for any failure of the Company to make
                           any cash payment or to issue, transfer or deliver the
                           Unit Shares, Warrants or certificates evidencing the
                           same upon surrender of the Special 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.

18.
         EXERCISE OF SPECIAL WARRANTS


18.1 Method of Exercise of Special Warrants

         (a)      Subject to Section 3.2, the registered holder of any Special
                  Warrant may exercise the right thereby conferred on him to
                  acquire without further payment (except as provided in
                  subsection 3.1(2)) the Unit Shares and Warrants to which such
                  Special Warrant entitles the holder, by surrendering the
                  Special Warrant Certificate representing such Special Warrant
                  to the Trustee at any time on or before 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
                  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 Schedule "A"
                  attached hereto. A Special Warrant Certificate with the duly
                  completed and executed subscription 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.

<PAGE>

                                      -17-

         (b)      Any subscription referred to in subsection 3.1(1) shall be
                  signed by the Warrantholder, shall specify the person(s) in
                  whose name such Unit Shares and Warrants are to be issued, the
                  address(es) of such person(s) and the number of Unit Shares
                  and Warrants to be issued to each person, if more than one is
                  so specified. If any of the Unit Shares or Warrants 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) shall be medallion 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 Unit Shares 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.

18.2 Deemed Exercise of Special Warrants
If a Warrantholder has not exercised his Special Warrants prior to the Expiry
Date then the Special Warrants held by such Warrantholder shall be deemed to be
exercised and surrendered by such Warrantholder, without any further action on
the part of such Warrantholder, immediately prior to the Time of Expiry.

18.3 Issuance of Special Warrants, Unit Shares and Warrants to U.S. Persons

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

         THESE SPECIAL WARRANTS ARE NON-TRANSFERABLE.

         THE SPECIAL WARRANTS WILL BE EXERCISABLE AT ANY TIME ON OR BEFORE 4:30
         P.M. (TORONTO TIME) ON THE FIFTH BUSINESS DAY FOLLOWING THE DATE WHICH
         IS THE LATEST OF (i) THE DATE A REGISTRATION STATEMENT WITH REGARD TO
         THE RESALE OF THE SPECIAL WARRANTS, THE UNIT SHARES AND THE WARRANTS
         AND THE ISSUANCE OF THE WARRANT SHARES IS DECLARED EFFECTIVE BY THE
         UNITED STATES SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED, AND (ii) THE DATE A RECEIPT
         IS ISSUED BY THE LAST OF THE SECURITIES COMMISSIONS IN EACH OF THE
         JURISDICTIONS OF BRITISH COLUMBIA, ONTARIO, QUEBEC AND ALBERTA FOR A
         FINAL PROSPECTUS QUALIFYING THE ISSUANCE OF THE UNIT SHARES AND THE
         WARRANTS FOR DISTRIBUTION IN THOSE JURISDICTIONS TO HOLDERS OF SPECIAL
         WARRANTS UPON THEIR EXERCISE, AND (iii) THE DAY PRECEDING THE DATE THE
         LISTING OF THE COMPANY'S COMMON SHARES ON THE TORONTO STOCK EXCHANGE
         BECOMES EFFECTIVE, BEING THE DATE ITS COMMON SHARES ARE POSTED FOR
         TRADING ON THAT

<PAGE>

                                      -18-

         EXCHANGE. SPECIAL WARRANTS NOT EXERCISED BY THE HOLDERS THEREOF PRIOR
         TO THE EXPIRY DATE SHALL BE DEEMED TO HAVE BEEN SO EXERCISED
         IMMEDIATELY PRIOR THERETO.

         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.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
         SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SPECIAL 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.

<PAGE>

                                      -19-

         (b)      All certificates for Warrants issuable upon exercise of the
                  Special Warrants 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 12:00 A.M.
         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, 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.

                           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.

<PAGE>

                                      -20-

         (c)      All certificates for Unit Shares issuable upon exercise of the
                  Special Warrants and all certificates issued in exchange
                  therefor or in substitution thereof to 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, 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.

                           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.

18.4 Issuance of Special Warrants, Unit Shares and Warrants to Non-U.S. Persons

         (a)      All Special 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 SPECIAL WARRANTS ARE NON-TRANSFERABLE.

<PAGE>

                                      -21-

         THE SPECIAL WARRANTS WILL BE EXERCISABLE AT ANY TIME ON OR BEFORE 4:30
         P.M. (TORONTO TIME) ON THE FIFTH BUSINESS DAY FOLLOWING THE DATE WHICH
         IS THE LATEST OF (i) THE DATE A REGISTRATION STATEMENT WITH REGARD TO
         THE RESALE OF THE SPECIAL WARRANTS, THE UNIT SHARES AND THE WARRANTS
         AND THE ISSUANCE OF THE WARRANT SHARES IS DECLARED EFFECTIVE BY THE
         UNITED STATES SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED, AND (ii) THE DATE A RECEIPT
         IS ISSUED BY THE LAST OF THE SECURITIES COMMISSIONS IN EACH OF THE
         JURISDICTIONS OF BRITISH COLUMBIA, ONTARIO, QUEBEC AND ALBERTA FOR A
         FINAL PROSPECTUS QUALIFYING THE ISSUANCE OF THE UNIT SHARES AND THE
         WARRANTS FOR DISTRIBUTION IN THOSE JURISDICTIONS TO HOLDERS OF SPECIAL
         WARRANTS UPON THEIR EXERCISE, AND (iii) THE DAY PRECEDING THE DATE THE
         LISTING OF THE COMPANY'S COMMON SHARES ON THE TORONTO STOCK EXCHANGE
         BECOMES EFFECTIVE, BEING THE DATE ITS COMMON SHARES ARE POSTED FOR
         TRADING ON THAT EXCHANGE. SPECIAL WARRANTS NOT EXERCISED BY THE HOLDERS
         THEREOF PRIOR TO THE EXPIRY DATE SHALL BE DEEMED TO HAVE BEEN SO
         EXERCISED IMMEDIATELY PRIOR THERETO.

         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

<PAGE>

                                      -22-

         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 SPECIAL 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 Warrants issuable upon exercise of the
                  Special Warrants 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 12:00 A.M.
         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

<PAGE>

                                      -23-

         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.

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

         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

<PAGE>

                                      -24-

         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.

                           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.

18.5 Effect of Exercise of Special Warrants

         (a)      Upon compliance by the Warrantholder with the provisions of
                  Section 3.1 or upon Special Warrants being deemed to be
                  exercised in accordance with the provisions of Section 3.2,
                  the Unit Shares and Warrants subscribed for or deemed to be
                  subscribed for shall be deemed to have been issued and the
                  person to whom such Unit Shares and Warrants are to be issued
                  (which in the case of Special Warrants which are deemed to be
                  exercised shall be the holder of such Special Warrants) shall
                  be deemed to have become the holder of record of such Unit
                  Shares and Warrants on the Exercise Date unless the transfer
                  registers of the Company for the Unit Shares and Warrants
                  shall be closed on such date, in which case the Unit Shares
                  and Warrants subscribed for shall be deemed to have been
                  issued and such person shall be deemed to have become the
                  holder of record of such Unit Shares and Warrants on the date
                  on which such transfer registers are reopened.

         (b)      Forthwith following the due exercise of a Special 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 notice setting forth the
                  particulars of all Special Warrants exercised or deemed to
                  have been exercised, if any, and the persons in whose names
                  the Unit Shares and Warrants are to be issued and in the case
                  of Section 3.5(3) the addresses of such holders of the Unit
                  Shares and Warrants.

         (c)      In the case of a Special Warrant which is exercised in
                  accordance with the provisions of Section 3.1, or is deemed to
                  be exercised in accordance with the provisions of Section 3.2,
                  within three Business Days of such exercise, the Company
                  shall:

<PAGE>

                                      -25-

                  (i)      in the case of the exercise of the Special Warrant
                           pursuant to Section 3.1, cause a certificate or
                           certificates for the Unit Shares and Warrants to
                           which the Warrantholder is entitled to be mailed to
                           the person in whose name the Unit Shares and Warrants
                           so subscribed for are to be issued, as specified in
                           the subscription completed on the Special 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 Special Warrant
                           Certificate was surrendered; or

                  (ii)     in the case of the deemed exercise of the Special
                           Warrant pursuant to Section 3.2, cause a certificate
                           or certificates for the Unit Shares and Warrants to
                           which the Warrantholder is entitled to be mailed to
                           the holder of the Special Warrants at the address of
                           such person last appearing on the register of
                           Warrantholders maintained by the Trustee pursuant to
                           clause 2.8(l)(a).

         (d)      Immediately after the Time of Expiry, all rights under any
                  Special Warrant then outstanding shall cease and terminate,
                  and such Special Warrant shall be void and of no further force
                  or effect.

18.6 Cancellation of Special Warrant Certificates
All Special Warrant Certificates surrendered to the Trustee pursuant to Section
2.6, 2.11, 2.18, 3.1 or 3.2 shall be cancelled by the Trustee. All Special
Warrant Certificates representing Special Warrants deemed to have been exercised
pursuant to Section 3.2 shall be deemed to have been cancelled on the Exercise
Date with respect thereto and the Trustee shall record the cancellation or
deemed cancellation of such Special Warrant Certificates on the register of
holders maintained by the Trustee pursuant to clause 2.8(l)(a). The Trustee
shall, if required by the Company, furnish the Company with a certificate
identifying the Special Warrant Certificates so cancelled and deemed to have
been cancelled. All Special Warrants represented by Special Warrant Certificates
which have been duly cancelled or have been deemed to have been cancelled
pursuant to this Section 3.6 shall be without further force or effect
whatsoever.

18.7 Subscription for less than Entitlement
The holder of any Special Warrant may subscribe for and purchase a number of
Unit Shares and Warrants which is less than the number which the holder is
entitled to purchase pursuant to a surrendered Special Warrant Certificate. In
such event, the holder thereof shall be entitled to receive a new Special
Warrant Certificate in respect of the balance of Special Warrants which were not
then exercised.

18.8 Securities Restrictions and Legends
Notwithstanding any provision to the contrary contained in this Special Warrant
Indenture, no Unit Shares or Warrants will be issued pursuant to the exercise of
any Special 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 Unit Shares and the Warrants thereby issued
will bear such

<PAGE>

                                      -26-

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 Unit 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 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.


19.
         COVENANTS FOR WARRANTHOLDERS' BENEFIT

19.1 General Covenants
The Company covenants with the Trustee for the benefit of the Trustee and the
Warrantholder that so long as any Special 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 U.S. Act, the Alberta Act, the B.C.
                           Act, the Ontario Act and the Nevada Business
                           Corporations Act;

                  (ii)     it will use its commercially reasonable 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 and the Ontario Act;

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

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

                  (v)      it will use its commercially reasonable efforts to
                           have the Qualification Date occur as soon as possible
                           after the Closing Date;

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

<PAGE>

                                      -27-

                  (vii)    all Unit Shares which shall be issued upon 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;

                  (viii)   it will provide a right of rescission to each
                           Warrantholder as such is set out in the Final
                           Prospectus;

                  (ix)     it will use its commercially reasonable efforts to
                           obtain and maintain a listing for the Unit Shares on
                           the Exchange (or any other stock exchange in Canada,
                           with the consent of the Agents, acting reasonably);

                  (x)      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 Unit Shares and
                           the Warrants;

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

                  (xii)    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;

                  (xiii)   it shall give notice to the Trustee and the Agents in
                           accordance with Section 9.1 hereof, of the occurrence
                           of the Qualification Date and the resulting Time of
                           Expiry, forthwith after the occurrence of the
                           Qualification Date, specifying the date on which the
                           Special Warrants will be deemed to be exercised, and
                           shall deliver copies of the receipts for the Final
                           Prospectus and a copy of the declaration of
                           effectiveness of the Registration Statement to the
                           Trustee and the Agents;

                  (xiv)    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 Unit
                           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 Unit Shares on or before
                           the Time of Expiry such fractional Unit Shares shall
                           be deemed to be canceled and the Company shall have
                           no liability or responsibility to offer any
                           consideration therefor. No

<PAGE>

                                      -28-

                           fractional Unit Shares will be issued or, except as
                           noted in this paragraph, be provided on the exercise
                           or deemed exercise of the Special Warrants;

                  (xv)     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 Special Warrant Indenture;

                  (xvi)    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 Special Warrant Indenture;

                  (xvii)   it will not, directly or indirectly pay or give any
                           commission or other remuneration to any person in
                           connection with the exercise or deemed exercise of
                           any Special Warrants, as contemplated in the Agency
                           Agreement;

                  (xviii)  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

                  (xix)    it shall give notice to the Warrantholders in
                           accordance with Section 9.2 hereof of the occurrence
                           of any amendment to this Special Warrant Indenture or
                           to the share purchase warrant indenture pursuant to
                           which the Warrants are created and issued, forthwith
                           after the occurrence of the amendment.

19.2 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,
                  the Qualifying Commissions or any other step is required under
                  any federal or provincial law of Canada before the Unit Shares
                  and Warrants 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.

         (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 Unit
                  Shares and Warrants can 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.

<PAGE>

                                      -29-

         (c)      The Company will give written notice of the issue of Unit
                  Shares and Warrants pursuant to the exercise of Special
                  Warrants, in such detail as may be required, to the applicable
                  stock exchanges and to both the Qualifying Commissions and the
                  SEC, if the giving of any such notice is required.

19.3 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 willful 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 Special Warrant
                  Indenture and the Company has not rectified such failure
                  within 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(1). 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.

20.
ENFORCEMENT

20.1 Suits by Warrantholders
All or any of the rights conferred upon a Warrantholder by the terms of the
Special Warrants held by him and/or this Special 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.


20.2 Immunity of Shareholders, etc.
Subject to applicable law, the Trustee and, by the acceptance of the Special
Warrant Certificates and as part of the consideration for the issue of the
Special Warrants, the Warrantholders hereby waive and release any right, cause
of action or remedy now or hereafter existing in any jurisdiction against any
incorporation 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 Unit

<PAGE>

                                      -30-

Shares pursuant to any Special Warrant or Warrant or on any covenant, agreement,
representation or warranty by the Company herein or in the Special Warrant
Certificates contained.


20.3 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 hereof.


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

(a)      the holders of not less than 51% of the Special 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

(b)      the Trustee shall have power to waive any default hereunder upon such
         terms and conditions as the Trustee may deem 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.


21.
MEETINGS OF WARRANTHOLDERS

21.1 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.

21.2 Notice

<PAGE>

                                      -31-

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 9.2 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 6. 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.


21.3 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.


21.4 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 Unit
Shares which could be acquired upon the exercise of all Special Warrants then
outstanding, provided that at least two 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 Unit Shares which could be acquired upon the exercise of all
Special Warrants then unexercised and outstanding. No business shall be
transacted at any meeting unless a quorum is present at the commencement of
business.


21.5 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.


21.6 Show of Hands

<PAGE>

                                      -32-

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
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.


21.7 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 Unit Share which
he (or the Warrantholder appointing him as proxy) is entitled to acquire upon
the exercise of the Special 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 Special Warrants, if any, held or
represented by him.


21.8 Regulations
Subject to the provisions of this Special 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

<PAGE>

                                      -33-

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.


21.9 Company, Trustee and Counsel may be Represented
The Company and the Trustee, 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.


21.10    Powers Exercisable by Extraordinary Resolution
In addition to all other powers conferred upon them by any other provisions of
this Special 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 and/or the Trustee in its capacity
                           as trustee hereunder or on behalf of the
                           Warrantholders against the Company, whether such
                           rights arise under this Special Warrant Indenture or
                           the Special Warrants or otherwise, provided that the
                           definition of "Expiry Date" may not be amended
                           without the consent of all Warrantholders;

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

                  (iii)    to direct or authorize the Trustee to enforce any of
                           the covenants on the part of the Company contained in
                           this Special Warrant Indenture or the Special
                           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 and direct the Trustee to waive any default
                           on the part of the Company in complying with any
                           provisions of this Special Warrant Indenture or the
                           Special 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 Special Warrant Indenture or the Special
                           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

<PAGE>

                                      -34-

                           reasonably and properly incurred by such
                           Warrantholder in connection therewith.

21.11    Meaning of Extraordinary Resolution

         (a)      The expression "extraordinary resolution" when used in this
                  Special Warrant Indenture means, subject as hereinafter in
                  this Section 6.11 and in Section 6.14, a resolution proposed
                  at a meeting of Warrantholders duly convened for that purpose
                  and held in accordance with the provisions of this Article 6
                  at which there are present in person or represented by proxy
                  Warrantholders entitled to acquire at least 25% of the
                  aggregate number of Unit Shares which may be acquired upon the
                  exercise of all the then outstanding Special Warrants and
                  passed by the affirmative votes of Warrantholders entitled to
                  acquire not less than 66 2/3% of the aggregate number of Unit
                  Shares which may be acquired upon the exercise of all the then
                  outstanding Special Warrants represented at the meeting and
                  voted on the poll upon such resolution.

         (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 Unit Shares which may
                  be acquired upon the exercise of all the then outstanding
                  Special 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 Special
                  Warrant Indenture notwithstanding that Warrantholders entitled
                  to acquire at least 25% of the aggregate number of Unit Shares
                  which may be issuable upon the exercise of all the then
                  outstanding Special 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.

21.12    Powers Cumulative
It is hereby declared and agreed that any one or more of the powers or any
combination of the powers in this Special 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

<PAGE>

                                      -35-

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.


21.13    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.


21.14    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 6 also may be taken
and exercised by Warrantholders entitled to acquire at least 75% of the
aggregate number of Unit Shares issuable upon the exercise of all the then
outstanding Special Warrants by an instrument in writing signed in one or more
counterparts by such Warrantholders in person or by attorney duly appointed in
writing, and the expression "extraordinary resolution" when used in this Special
Warrant Indenture shall include an instrument so signed.


21.15    Binding Effect of Resolutions
Every resolution and every extraordinary resolution passed in accordance with
the provisions of this Article 6 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 of the effect of the
instrument in writing to all Warrantholders and the Company as soon as is
reasonably practicable.


21.16    Holdings by the Company or Subsidiaries of the Company Disregarded
In determining whether Warrantholders holding Special Warrants evidencing the
right to acquire the required number of Unit Shares 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 Special Warrant Indenture, Special Warrants owned legally or
beneficially by the Company or any associate or affiliate of the Company shall
be disregarded.

<PAGE>

                                      -36-

22.
SUPPLEMENTAL INDENTURES

22.1 Supplemental Indentures
From time to time the Company and the Trustee may, subject to the provisions of
this Special Warrant Indenture, and they shall, when so directed by, this
Special Warrant Indenture, execute and deliver by their proper officers,
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 6;

                  (iv)     making such provisions not inconsistent with this
                           Special 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;

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

                  (vi)     amending any of the provisions of this Special
                           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 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 Special 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

<PAGE>

                                      -37-

                           its counsel, the rights of the Trustee and of the
                           Warrantholders as a group are not prejudiced thereby.

22.2 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 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
Special Warrant Indenture to be performed and observed by the Company.


23.
CONCERNING THE TRUSTEE

23.1 Trust Indenture Legislation

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

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

23.2 Rights and Duties of Trustee

         (a)      In the exercise of the rights and duties prescribed or
                  conferred by the terms of this Special 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 Special 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)      Subject only to subsection 8.2(1), 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 Special 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

<PAGE>

                                      -38-

                  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 Special
                  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 Special Warrants held by them, for which
                  Special Warrants the Trustee shall issue receipts.

         (d)      Every provision of this Special 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 Special 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 Special 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.

         (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 Special
                  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 Special 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.

23.3 Evidence, Experts and Advisers

         (a)      In addition to the reports, certificates, opinions and other
                  evidence required by this Special Warrant Indenture, the
                  Company shall furnish to the Trustee such

<PAGE>

                                      -39-

                  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 Special 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.

23.4 Documents, Monies, Etc.  Held by Trustee
Any 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 Special 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.


23.5 Actions by Trustee to Protect Interests
Subject to the provisions of this Special 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.


23.6 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 Special Warrant Indenture or
otherwise.


23.7 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:

<PAGE>

                                      -40-

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

                  (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
                           Special 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
                           Special Warrant Indenture or the removal or
                           resignation of the Trustee.

23.8 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 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
                  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

<PAGE>

                                      -41-

                  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.

         (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)      Any Special 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.

23.9 Conflict of Interest

         (a)      The Trustee represents to the Company that 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 30 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 Special Warrant
                  Indenture and the Special Warrants shall not be affected in
                  any manner whatsoever by reason thereof.

         (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.

23.10    Acceptance of Trusts

<PAGE>

                                      -42-

The Trustee hereby accepts the trusts in this Special Warrant Indenture declared
and provided for and agrees to perform the same upon the terms and conditions
herein set forth.


23.11    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.


23.12    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 the Province of British Columbia.


23.13    Assignment and Enurement
Notwithstanding any other provision of this Special 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
                  Special Warrant Indenture, owned and operated by Computershare
                  Trust Company of Canada ("Computershare"); and

         (b)      Montreal Trust Company of Canada may assign this Special
                  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.

24.
GENERAL

24.1 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, B.C.  V6V 2X3
                           Attention: Chief Executive Officer

<PAGE>

                                      -43-

                  with a copy to:

                           Catalyst Corporate Finance Lawyers
                           1400 - 1055 West Hastings Street
                           Vancouver, B.C.  V6E 2E9
                           Attention: David J. Raffa

                  (ii)     if to the Trustee:
                           Montreal Trust Company of Canada
                           3rd Floor, 510 Burrard Street
                           Vancouver, British Columbia
                           V6C 3B9
                           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 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
                  9.1(l) 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 Special Warrant Indenture. A copy of any
                  notice of change of address given pursuant to this subsection
                  9.1(2) shall be available for inspection at the principal
                  corporate trust office of the Trustee in Vancouver, British
                  Columbia by Warrantholders during normal business hours.

24.2 Notice to the Warrantholders
Any notice to the Warrantholders under the provisions of this Special 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.


24.3 Mail Service Interruption
If by reason of any interruption of mail service, actual or threatened, any
notice to be given to the Trustee, the Company or the Warrantholders would
reasonably be unlikely to reach its destination in the ordinary course of mail,
such notice shall be valid and effective only if delivered by courier to the
party to which it is addressed or if sent to such party, at the appropriate
address in accordance with Section 9.1, by facsimile transmission, telex or
other means of prepaid transmitted or recorded communication.

<PAGE>

                                      -44-

24.4 Counterparts and Formal Date
This Special 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.


24.5 Satisfaction and Discharge of Indenture
Upon the date by which there shall have been delivered to the Trustee for
exercise or destruction or the deemed exercise in accordance with the provisions
hereof of all Special Warrants theretofore certified hereunder, this Special
Warrant Indenture, except to the extent that Unit Shares and Warrants 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 Special Warrant Indenture have been 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 Special 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.


24.6 Provisions of Indenture and Special Warrants for the Sole Benefit of
Parties and Warrantholders
                  Nothing in this Special Warrant Indenture or the Special
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 Special
Warrants any legal or equitable right, remedy or claim under this Special
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.


25.
ESCROW OF PROCEEDS

25.1 Deposit of Escrowed Proceeds
The Company agrees to deposit the Escrowed Proceeds in escrow with the Trustee
forthwith upon its receipt of same and hereby irrevocably authorizes and
instructs the Trustee to retain the Escrowed Proceeds in escrow for the benefit
of the Warrantholders in accordance with the provisions of this Article 10,
except and to the extent that the right to have such funds held in trust has
been waived pursuant to Section 10.4.


25.2 Investment of Escrowed Proceeds
The Escrowed Proceeds deposited with the Trustee hereunder, pending any release
or application thereof when required in accordance with this Article 10, shall
be invested by the Trustee in its name in Permitted Investments in accordance
with any written directions of

<PAGE>

                                      -45-

the Company from time to time given to the Trustee or, in the absence of any
such directions, shall be invested by the Trustee in its name in accordance with
Section 8.4.


25.3 Release of Escrowed Proceeds to Company

         (a)      If the Qualification Date occurs on or before the
                  Qualification Deadline, the Trustee will release to or to the
                  written order of the Company all of the Escrowed Proceeds,
                  plus all interest earned thereon as soon as reasonably
                  practicable after the Qualification Date.

         (b)      Upon the exercise or deemed exercise of any Special Warrant in
                  accordance with the provisions hereof, the Trustee will,
                  within two Business Days after the Exercise Date in respect
                  thereof, release to or to the written order of the Company an
                  amount equal to the pro rata portion of the Escrowed Proceeds
                  with respect to such Special Warrant, plus an amount equal to
                  the pro rata portion of the interest earned on the Escrowed
                  Proceeds with respect to such Special Warrant from the date of
                  its issuance to the date of release, held by the Trustee
                  pursuant to this Article 10. Upon the Exercise Date in respect
                  of any Special Warrant, the holder's Repurchase Option (as
                  defined below) with respect to such Special Warrant shall
                  expire.

25.4 Release of Escrowed Proceeds by Waiver
           Notwithstanding any provisions to the contrary contained in this
Special Warrant Indenture, the Trustee shall release to or to the written
order of the Company all or a portion of the Purchase Price provided by a
holder, forthwith upon the Trustee receiving a waiver executed by such
holder, before or after becoming a holder, waiving his right to have such
Purchase Price held in trust by the Trustee as part of the Escrowed Proceeds.

25.5 Repurchase of  Special Warrants by the Company

         (a)      In the event that a listing of the Company's common shares on
                  the Exchange has not become effective by the date that is six
                  months following the Closing Date (the "Listing Deadline"),
                  then each of the holders whose Purchase Price forms part of
                  the Escrowed Proceeds as denoted by Special Warrant
                  Certificates bearing the distinguishing letter "E" at the end
                  of the Special Warrant Certificate number will be entitled, to
                  the extent allowed under applicable law, at their option (the
                  "Repurchase Option") until the earlier (the "Repurchase Option
                  Deadline") of the Exercise Date and the date which is 30 days
                  following the Listing Deadline to require the Company to
                  repurchase, from legally available funds, the Special Warrants
                  then held by such holder at the price of $2.00 per Special
                  Warrant plus such holder's portion of the interest earned by
                  the Trustee on the Escrowed Proceeds under this Special
                  Warrant Indenture, by delivering to the Trustee a notice of
                  the exercise of the Repurchase Option (the "Notice of Exercise
                  of Repurchase Option") in the form attached as Schedule "B" to
                  this Special Warrant Indenture, together with his Special
                  Warrant Certificates being surrendered for cancellation. Any
                  holder who does not deliver both the Notice of Exercise of

<PAGE>

                                      -46-

                  Repurchase Option and the Special Warrant Certificates
                  representing his Special Warrants on or before 4:30 p.m.
                  (Toronto time) on the Repurchase Option Deadline will not be
                  entitled to have his Special Warrants repurchased.

         (b)      In respect of any of the holders whose Purchase Price forms
                  part of the Escrowed Proceeds as denoted by Special Warrant
                  Certificates bearing the distinguishing letter "E" at the end
                  of the Special Warrant Certificate number who does not
                  exercise its Repurchase Option on or before 4:30 pm (Toronto
                  time) on the Repurchase Option Deadline, the Trustee will
                  release to or to the written order of the Company all of the
                  Escrowed Proceeds deposited in respect of such holder's
                  Special Warrants, plus all interest earned thereon, as soon as
                  reasonably practicable after the Repurchase Option Deadline.

         (c)      In the event of any exercise of a Repurchase Option under this
                  Section 10.5, on the fifth Business Day following the
                  Repurchase Option Deadline, the Trustee will release to or to
                  the written order of the Company all of the Escrowed Proceeds
                  deposited in respect of the Special Warrants then being
                  repurchased, plus all interest earned thereon. The Company
                  will repurchase the Special Warrants in respect of which the
                  Repurchase Option has been exercised from legally available
                  funds. The Trustee shall have no liability for any
                  insufficiency of funds hereunder.

         (d)      Upon delivery of the Special Warrant Certificates to the
                  Trustee pursuant to this Section 10.5, the Special Warrants
                  represented thereby which have been repurchased will be
                  cancelled and will be void and of no effect or value. The
                  Trustee shall be authorized to decrease the number of Special
                  Warrants outstanding on the register to the extent that the
                  Special Warrants have been repurchased in accordance with this
                  Section 10.5.

         (e)      If the funds of the Company legally available for repurchase
                  of such Special Warrants are insufficient to repurchase the
                  total number of Special Warrants in respect of which the
                  Repurchase Option has been exercised, those funds which are
                  legally available will be used to repurchase the maximum
                  number of such Special Warrants ratably among each of the
                  holders whose Purchase Price formed part of the Escrowed
                  Proceeds and who have exercised the Repurchase Option on or
                  before 4:30 p.m. (Toronto time) on the Repurchase Option
                  Deadline. Thereafter, as additional funds of the Company
                  become legally available for such repurchase, such funds shall
                  be used at the end of each of the Company's fiscal quarters to
                  repurchase Special Warrants ratably among each of the holders
                  whose Purchase Price formed part of the Escrowed Proceeds and
                  who have exercised the Repurchase Option on or before 4:30
                  p.m. (Toronto Time) on the Repurchase Option Deadline until
                  all Special Warrants covered by such exercised Repurchase
                  Options have been repurchased.

         (f)      After all amounts due to be paid to holders under this Section
                  10.5 have been paid, the Trustee shall forthwith release the
                  balance of the Escrowed Proceeds, if any, to the Company.

<PAGE>

                                      -47-

         (g)      Any remittance made by the Trustee or the Company with respect
                  to the Special Warrants being repurchased under this Section
                  10.5 will be subject to any applicable withholding taxes.

IN WITNESS WHEREOF the parties hereto have executed this Special 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>

                                  SCHEDULE "A"

                             FORM OF SPECIAL WARRANT

         THESE SPECIAL WARRANTS ARE NON-TRANSFERABLE.

         THE SPECIAL WARRANTS WILL BE EXERCISABLE AT ANY TIME ON OR BEFORE 4:30
         P.M. (TORONTO TIME) ON THE FIFTH BUSINESS DAY FOLLOWING THE DATE WHICH
         IS THE LATEST OF (i) THE DATE A REGISTRATION STATEMENT WITH REGARD TO
         THE RESALE OF THE SPECIAL WARRANTS, THE UNIT SHARES AND THE WARRANTS
         AND THE ISSUANCE OF THE WARRANT SHARES IS DECLARED EFFECTIVE BY THE
         UNITED STATES SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED, AND (ii) THE DATE A RECEIPT
         IS ISSUED BY THE LAST OF THE SECURITIES COMMISSIONS IN EACH OF THE
         JURISDICTIONS OF BRITISH COLUMBIA, ONTARIO, QUEBEC AND ALBERTA FOR A
         FINAL PROSPECTUS QUALIFYING THE ISSUANCE OF THE UNIT SHARES AND THE
         WARRANTS FOR DISTRIBUTION IN THOSE JURISDICTIONS TO HOLDERS OF SPECIAL
         WARRANTS UPON THEIR EXERCISE, AND (iii) THE DAY PRECEDING THE DATE THE
         LISTING OF THE COMPANY'S COMMON SHARES ON THE TORONTO STOCK EXCHANGE
         BECOMES EFFECTIVE, BEING THE DATE ITS COMMON SHARES ARE POSTED FOR
         TRADING ON THAT EXCHANGE. SPECIAL WARRANTS NOT EXERCISED BY THE HOLDERS
         THEREOF PRIOR TO THE EXPIRY DATE SHALL BE DEEMED TO HAVE BEEN SO
         EXERCISED IMMEDIATELY PRIOR THERETO.

         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

<PAGE>

               49

         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 SPECIAL 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.


NUMBER OF SPECIAL WARRANTS__________________                     CERTIFICATE NO.
SW1-__

                                NON-TRANSFERABLE

                                 SPECIAL WARRANT
                                       OF
                       VOICE MOBILITY INTERNATIONAL, INC.

THIS CERTIFIES THAT:

____________________(the "Holder") is the registered holder of the number of
Special Warrants specified above and is thereby entitled to be issued, without
further payment (other than taxes payable in certain circumstances) and subject
to adjustment, _______________common shares (the "Unit Shares ")
and_______________ share purchase warrants ("Warrants") of VOICE MOBILITY
INTERNATIONAL, INC. (the "Company"), as currently constituted, as set out herein
by surrendering to Montreal Trust Company of Canada (the "Trustee") at 3rd
Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, during normal
business hours on a Business Day, this Special Warrant Certificate with a
subscription in the form of the attached Subscription Form duly completed and
executed on or before 4:30 p.m. (Toronto time) on the expiry date, being the
fifth Business Day after the latest of: (a) the date a registration statement
with regard

<PAGE>

               50

to the resale of the Special Warrants, the Unit Shares and the Warrants and the
issuance of the Warrant Shares is declared effective by the United States
Securities and Exchange Commission pursuant to the United States Securities Act
of 1933, as amended, and (b) the date a receipt is issued by the last of the
securities commissions in each of the jurisdictions of British Columbia,
Ontario, Quebec and Alberta for a final prospectus qualifying the issuance of
the Unit Shares and the Warrants for distribution in those jurisdictions to
holders of Special Warrants upon their exercise, and (c) the day preceding the
date the listing of the Company's common shares on The Toronto Stock Exchange
becomes effective, being the date its common shares are posted for trading on
that exchange (the "Expiry Date"). Each whole Warrant entitles the holder to
purchase one common share in the capital of the Company (a "Warrant Share") and
one half of one Warrant exercisable for a period of two years from the date of
the closing of the offering on which the issuance and sale of the Special
Warrants shall occur (the "Closing Date") at a price of $2.25 per Warrant Share.

Surrender of this Special Warrant Certificate will be deemed to have been
effected only on personal delivery thereof to, or, if sent by mail or other
means of transmission, on actual receipt thereof by, the Trustee at the office
specified above.

This Special Warrant Certificate represents Special Warrants of the Company
issued or issuable under the provisions of a Special Warrant Indenture (which
indenture together with all other instruments supplemental or ancillary thereto
is herein referred to as the "Special 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 Special Warrants and the Company and of the
Trustee in respect thereof and the terms and conditions upon which the Special
Warrants are issued and held, all to the same effect as if the provisions of the
Special Warrant Indenture were herein set forth, to all of which the holder of
this Special Warrant by acceptance hereof assents. A copy of the Special 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. All capitalized terms not otherwise defined herein shall have
the respective meanings ascribed thereto in the Special Warrant Indenture.

The Company has agreed to file a Preliminary Prospectus in Alberta, British
Columbia, Quebec and Ontario qualifying the issuance of the Unit Shares and
Warrants upon the exercise of the Special Warrants and use its commercially
reasonable efforts to obtain a final receipt for the Final Prospectus from each
of the British Columbia Securities Commission, the Alberta Securities
Commission, the Quebec Commission and the Ontario Securities Commission on or
before the date which is 120 days from the Closing Date (the "Qualification
Deadline"). The Company has also agreed to file a registration statement with
the U.S. Securities and Exchange Commission, qualifying the resale of the Unit
Shares and the Warrants and the issuance of the Warrant Shares underlying the
Warrants (the "Registration Statement"), and to use its commercially reasonable
efforts to have the Registration Statement declared effective on or before the
Qualification Deadline.

This Special Warrant Certificate represents the right to receive, without
payment of additional consideration, one Unit Share and one-half of one Warrant
upon exercise of each

<PAGE>

               51

Special Warrant represented by this Special Warrant Certificate. However, if the
Qualification Date has not occurred on or before the Qualification Deadline,
this Special Warrant Certificate will represent the right to receive, without
payment of additional consideration, 1.1 Unit Shares and 0.55 Warrants for each
Special Warrant represented by this Special Warrant Certificate.

All outstanding Special Warrants that have not been previously exercised will be
deemed to have been exercised immediately prior to 4:30 p.m. (Toronto time) (the
"Time of Expiry") on the Expiry Date. Unless the Holder has surrendered this
Special Warrant Certificate for exercise pursuant to the provisions hereof and
of the Special Warrant Indenture prior to the Time of Expiry, the Special
Warrants represented by this certificate shall be deemed to have been exercised
and surrendered by the Holder immediately prior to such time, without further
notice to or action on the part of the Holder as specified above.

Upon due exercise of the Special Warrants represented by this certificate, the
Company shall cause to be issued to the person(s) in whose name(s) the Unit
Shares and Warrants so subscribed for are to be issued (provided that if the
securities are to be issued to a person other than the Holder, the Holder's
signature on the Subscription Form herein shall be guaranteed by a Canadian
chartered or a member firm of an acceptable medallion guarantee program) 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 surrender of this Special 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 and Bond Transfer
Department, or mailed to such person(s) at the address(es) specified in such
subscription, or in the case of the deemed exercise of the Special Warrants
represented by this certificate, to the address of the Holder appearing in the
register of Special Warrants maintained by the Trustee, within three Business
Days of the exercise or deemed exercise of the Special Warrants represented by
this certificate.

The Special Warrant Indenture provides for adjustments to the rights of the
holders of Special Warrants, including the number of Unit Shares issuable upon
the exercise or deemed exercise thereof, on the happening of certain stated
events, including the subdivision or consolidation of the outstanding Unit
Shares, certain distributions of Unit Shares, or of securities convertible into
or exchangeable for Unit Shares or of other securities or assets of the Company,
certain offerings of rights, warrants or options and certain capital
reorganizations.

Upon presentation at Montreal Trust Company of Canada, 3rd Floor, 510 Burrard
Street, Vancouver, British Columbia, V6C 3B9, Stock and Bond Transfer
Department, subject to the provisions of the Special Warrant Indenture and upon
compliance with the reasonable requirements of the Trustee, Special Warrant
Certificates may be exchanged for Special Warrant Certificates entitling the
holder thereof to acquire an equal aggregate number of Unit Shares and Warrants.
The Company and the Trustee may treat the registered holder of this Special
Warrant Certificate for all purposes as the absolute owner hereof. The holding
of the Special Warrants represented by this certificate shall not constitute the
Holder a

<PAGE>

               52

holder of Unit Shares nor entitle the Holder to any right or interest in respect
thereof except as herein and in the Special Warrant Indenture expressly
provided.

Special Warrants may only be transferred upon compliance with the conditions
prescribed in the Special Warrant Indenture, on the register to be kept at the
offices of the Trustee in Vancouver, British Columbia, by the registered holder
thereof or his executors or administrators or other legal representatives, or
his or their attorney duly appointed by an instrument in writing in form and
execution satisfactory to the Trustee with signature guaranteed by a Canadian
chartered bank or a member firm of an acceptable medallion guarantee program and
upon compliance with such reasonable requirements as the Trustee may prescribe.
Such transfers may be subject to restrictions imposed by applicable securities
laws and stock exchange requirements.

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

The Holder is hereby notified that if the rights set out hereunder are exercised
by the holder before the Expiry Date, the Unit Shares and Warrants issuable upon
exercise of the Special Warrants represented by the Special Warrants Certificate
may be subject to restrictions on resale under applicable securities
legislation.

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.

The Special Warrants and the Special 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 Special Warrant
Indenture.

This Special 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
Special Warrant Indenture.

IN WITNESS WHEREOF the Company has caused this Special Warrant Certificate to be
signed by its duly authorized officer as of ____________________ , 2001.

<PAGE>

               53

                                             VOICE MOBILITY INTERNATIONAL, INC.


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

THIS SPECIAL WARRANT CERTIFICATE REPRESENTS
SPECIAL WARRANTS REFERRED TO IN THE WARRANT
INDENTURE WITHIN MENTIONED.

MONTREAL TRUST COMPANY OF CANADA


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

<PAGE>

               54

                                SUBSCRIPTION FORM

TO:      VOICE MOBILITY INTERNATIONAL, INC.
         c/o Montreal Trust Company of Canada
         3rd Floor, 510 Burrard Street
         Vancouver, British Columbia V6C 3B9

The undersigned holder of the Special Warrants evidenced by the attached
Special Warrant Certificate hereby irrevocably subscribes for __________ Unit
Shares and __________ Warrants of VOICE MOBILITY INTERNATIONAL, INC. or, in
certain circumstances, such number of other securities or property to which
such Special Warrants entitles the undersigned in lieu thereof or in addition
thereto under the provisions of the Special Warrant Indenture referred to in
the accompanying Special Warrant Certificate, issuable pursuant to the
exercise of __________ Special Warrants on the terms specified in the Special
Warrant Certificate and Special Warrant Indenture.

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

/ /      (i)      the undersigned is not a U.S. person and the Special Warrant
                  are 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 Special 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 Special 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 Special 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 irrevocably directs that
the said common shares and share purchase warrants be issued and delivered as
follows:

<TABLE>
<CAPTION>

======================================= ============================ ===================== ===========================
                                                                                                NUMBER OF COMMON
                                                                       SOCIAL INSURANCE      SHARES/SHARE PURCHASE
           NAME(S) IN FULL                      ADDRESS(ES)                  NUMBER               WARRANTS
--------------------------------------- ---------------------------- --------------------- ---------------------------
<S>                                     <C>                          <C>                   <C>

<PAGE>

               55

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

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

======================================= ============================ ===================== ===========================
</TABLE>

(Please print. If securities are issued to a person other than the Special
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.)

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

                                        )
                                        )         SIGNATURE OF HOLDER
--------------------------------
SIGNATURE OF GUARANTOR (Guarantor must  )
be a Canadian Chartered bank,           )
                                                  ------------------------------
or a member firm of an acceptable       )         NAME OF HOLDER
medallion guarantee program)            )
                                        )
                                                  ------------------------------
                                        )         ADDRESS OF HOLDER
                                        )
                                        )
                                                  ------------------------------

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

<PAGE>

               56

                                  TRANSFER FORM

FOR VALUE RECEIVED, the undersigned holder of Special Warrants of VOICE MOBILITY
INTERNATIONAL, INC. hereby sells, assigns and transfers
unto__________________________of_________________________________ Special
Warrants represented by the attached Special Warrant Certificate and does hereby
irrevocably constitute and appoint Montreal Trust Company of Canada (the
"Trustee") attorney to transfer the said Special Warrants on the books of the
Trustee with full power of substitution in the premises.

DATED                                                 , 200
      ------------------------------------------------     -----

                                        )
                                        )
                                        )
                                                  ------------------------------
                                        )         SIGNATURE OF HOLDER
-----------------------------
SIGNATURE OF GUARANTOR (Guarantor must  )
be a Canadian Chartered bank            )
                                                  ------------------------------
or a member firm of an acceptable       )         NAME OF HOLDER
medallion guarantee program)            )
                                        )
                                                  ------------------------------
                                        )         ADDRESS OF HOLDER
                                        )
                                        )
                                                  ------------------------------

NOTICE: The signature on this transfer must correspond exactly with the name as
written upon the face of the attached certificate.

<PAGE>

               57

                                  SCHEDULE "B"

                     NOTICE OF EXERCISE OF REPURCHASE OPTION


TO:      VOICE MOBILITY INTERNATIONAL, INC.
         c/o Montreal Trust Company of Canada
         3rd Floor, 510 Burrard Street
         Vancouver, British Columbia V6C 3B9

The undersigned holder of the_______________ Special Warrants evidenced by the
attached Special Warrant Certificate hereby exercises its Repurchase Option
requiring VOICE MOBILITY INTERNATIONAL, INC. to repurchase of the Special
Warrants referred to in the accompanying Special Warrant Certificate subject to
and on the terms specified in the Special Warrant Certificate and Special
Warrant Indenture dated April 3, 2001 between Voice Mobility International, Inc.
and Montreal Trust Company of Canada.

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

                                        )
                                                  ------------------------------
                                        )         SIGNATURE OF HOLDER
------------------------------
SIGNATURE OF GUARANTOR (Guarantor must  )
be a Canadian Chartered bank,           )
                                                  ------------------------------
or a member firm of an acceptable       )         NAME OF HOLDER
medallion guarantee program)            )
                                        )
                                                  ------------------------------
                                        )         ADDRESS OF HOLDER
                                        )
                                        )
                                                  ------------------------------