EXHIBIT 10.54




"THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  AND ANY  SECURITIES  ISSUED
PURSUANT TO AN  EXERCISE OF THESE  WARRANTS  ARE  RESTRICTED  AND ARE SUBJECT TO
LIMITATIONS ON THEIR TRANSFER.  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
AND ANY  SECURITIES  ISSUED  PURSUANT TO AN EXERCISE OF THESE  WARRANTS HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT").  THESE SECURITIES MAY BE OFFERED,  SOLD, PLEDGED OR
OTHERWISE  TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE  WITH RULE 904 OF  REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE
WITH THE EXEMPTION FROM THE REGISTRATION  REQUIREMENTS UNDER THE 1933 ACT AND IN
ACCORDANCE WITH APPLICABLE  STATE  SECURITIES LAWS, OR (D) IN A TRANSACTION THAT
DOES NOT REQUIRE  REGISTRATION  UNDER THE 1933 ACT OR ANY APPLICABLE  STATE LAWS
AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES,  AND THE HOLDER HAS,
PRIOR  TO SUCH  SALE,  FURNISHED  TO THE  COMPANY  AN  OPINION  OF  COUNSEL,  OF
RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION,  REASONABLY SATISFACTORY TO
THE COMPANY."

WARRANT NO. ECOM - P1-2002-001

                     NON-TRANSFERABLE SHARE PURCHASE WARRANT

                                E*COMNETRIX INC.
            (Incorporated under the Canada Business Corporations Act)


This is to  certify  that,  for value  received,  Mark M.  Smith  (the  "Warrant
Holder"),  of 220  South  Rock  Road #9,  Reno,  Nevada  89502  has the right to
purchase from E*Comnetrix  Inc. (the  "Company'),  upon and subject to the terms
and conditions  hereinafter  referred to, 1,000,000 common shares (the "Shares")
of the Company  exercisable on or before 5:00 pm (U.S. Pacific Standard Time) on
March 1, 2007, at a price of USD$0.05 per Share.

The right to purchase  the Shares  herein  granted may only be  exercised by the
Warrant Holder within the time hereinbefore set out by:

a) duly  completing  and executing the  subscription  form attached  hereto (the
"Subscription Form") in the manner therein indicated; and

b) delivering the Subscription Form and this warrant to the Company; and

c) paying the appropriate purchase price for the Shares subscribed for either in
cash, wire money transfer or by certified cheque payable at par to the Company.

Within three business days of receiving the Subscription  Form, this Warrant and
the appropriate purchase price, the Company will deliver to the Warrant Holder a
certificate  evidencing  the  Shares  subscribed  for.  If  the  Warrant  Holder
subscribes  for a lesser number of Shares than the number of Shares  referred to
in this  Warrant,  the Company  shall  forthwith  cause to be  delivered  to the
Warrant  Holder a warrant in respect of the Shares  referred to in this  Warrant
but not subscribed for.

In the event of any  subdivision  of the  common  shares of the  Company as such
shares are  constituted  on the date  hereof,  at any time while this Warrant is
outstanding, into a greater number of common shares, the Company will thereafter
deliver at the time or times of purchase of Shares hereunder, in addition to the
number of Shares in respect of which the right to purchase  is being  exercised,
such  additional  number of Shares as result from such  subdivision  without any
additional payment of other consideration therefore.


<PAGE>

In the event of any  consolidation  of the common  shares of the Company as such
shares are  constituted  on the date  hereof,  at any time while this Warrant is
outstanding,  into a lesser  number  of  common  shares,  the  number  of Shares
represented  by this Warrant shall  thereafter be deemed to be  consolidated  in
like  manner and any  subscription  by the Warrant  Holder for Shares  hereunder
shall be deemed to be a subscription for Shares of the Company as consolidated.

In the event of any  reclassification of the common shares of the Company at any
time this Warrant is outstanding,  the Company shall  thereafter  deliver at the
time of purchase  of Shares  hereunder  the number of shares of the  appropriate
class resulting from the  reclassification as the Warrant Holder would have been
entitled  to receive in  respect  of the number of Shares so  purchased  had the
right to purchase been exercised before such reclassification.

If the Company at any time while this Warrant is outstanding shall pay any stock
dividend  upon the common shares of the Company in respect of which the right to
purchase is herein given,  the Company shall  thereafter  deliver at the time of
purchase of Shares  hereunder  in addition to the number of Shares in respect of
which the right to purchase is then being  exercised,  the additional  number of
Shares so  purchased  if they had been  outstanding  on the record  date for the
payment of the stock dividend.

Nothing  contained  herein shall confer any right upon the Warrant Holder or any
other person to subscribe  for or purchase any Shares at any time  subsequent to
5:00 pm (Pacific  Standard  Time) on March 1, 2007, and from and after such time
this Warrant and all rights hereunder shall be void and of no value.

The holding of this Warrant shall not  constitute the Warrant Holder as a member
of the Company.

Time shall be of the essence hereof.

IN WITNESS WHEREOF  E*COMNETRIX INC. has caused this Warrant to be signed by its
duly authorized signing officers as of February 25, 2002.

E*COMNETRIX INC.

/s/ J. Erik Mustad
------------------------------
By: J. Erik Mustad, Director

/s/ Stuart Rogers
------------------------------
By: Stuart Rogers, Director


<PAGE>


                                SUBSCRIPTION FORM


E*COMNETRIX INC.
2000 Powell St., Ste. 1205
Emeryville, Ca 94608

Attention: TREASURY DEPARTMENT

Dear Sirs,

The undersigned hereby exercises the right to purchase and hereby subscribes for

________________ common shares in the capital stock of E*Comnetrix Inc. referred
to in the attached warrant according to the conditions hereof and herewith makes
payment of the purchase price in full for the shares.

Please issue the certificate in the name of the undersigned for the shares being
purchased.

Please deliver a warrant in respect of the common shares referred to in the
attached warrant but not presently subscribed for to the undersigned.


DATED this __________ day of _________________, 200____.



By: Mark Smith


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