Exhibit 10.12

                           THE BUCK-A-DAY COMPANY INC.

                               WARRANT CERTIFICATE
                               SERIES "E" WARRANT
                             FOR PURCHASE OF SHARES

This is to certify that FOR VALUE RECEIVED, subject to the Articles of THE
BUCK-A-DAY COMPANY INC. (the "Company"), <<fullname>> is the registered owner
(the "Warrant Holder") of <<numberofshares>> Series "E" Warrants ("Warrants")
represented hereby and is entitled, at any time up to 3:00 o'clock in the
afternoon (Toronto Time) (August 29, 2003), to acquire One (1) Common Share of
the Company for each Warrant, at the price (the "Exercise Price") of $1.00 (U.S.
Funds) per share.

The Company agrees that the shares so purchased shall be and be deemed to be
issued to the Warrant Holder as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares as
aforesaid.

Nothing contained herein shall confer any right upon the Warrant Holder to
subscribe for or purchase any shares of the Company at any time after the Expiry
Time, and from and after the Expiry Time this Warrant and all rights hereunder
shall be void and of no value.

The above provisions are subject to the following:

1.    In the event the Warrant Holder desires to exercise the right to purchase
      shares in the capital of the Company conferred hereby, the Warrant Holder
      shall within the times hereinbefore set out:

      (a)   duly complete in the manner indicated and execute a subscription in
            the form attached to this Warrant;

      (b)   surrender this Warrant to the Company; and

      (c)   pay the amount payable on the exercise of this Warrant in respect of
            the shares of the capital of Company subscribed for either in cash
            or by certified cheque payable to the Company.

            Upon such surrender and payment as aforesaid, the Warrant Holder
            shall:

            (i)   be deemed for all purposes to be a shareholder of record of
                  the number of shares in the capital of the Company to be so
                  issued hereunder, (the "Purchased Shares") and the Warrant
                  Holder shall be entitled to delivery of a certificate or
                  certificates evidencing such Purchased shares and the Company
                  shall cause such certificate or certificates to be

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                  delivered to the Warrant Holder at the address specified in
                  the said subscription form within fifteen (15) days of said
                  surrender and payment as aforesaid. No fractional Common
                  Shares will be issuable upon any exercise of the Warrant and
                  the Warrant Holder will not be entitled to any cash payment or
                  compensation in lieu of fractional Common Shares; and

2.    The Warrant Holder may subscribe for and purchase any lesser number of
      full shares than the number of shares expressed in this Warrant. In the
      event that the Warrant Holder subscribes for and purchases any such lesser
      number of shares prior to the Expiry Time, it shall be entitled to receive
      a replacement Warrant with respect to the unexercised balance.

3.    The holding of this Warrant shall not constitute the Warrant Holder a
      shareholder of the Company nor entitle it to any right or interest in
      respect thereof except as herein expressly provided.

4.    The Company covenants and agrees that it is duly authorised to create and
      issue this Warrant and that it is a valid and enforceable obligation of
      the Company in accordance with the terms hereof and that it will cause the
      shares from time to time subscribed for and purchased in the manner herein
      provided and the certificate evidencing such shares to be duly issued and
      that, at all times prior to the Expiry Time, it shall reserve and there
      shall remain unissued out of its authorised capital a sufficient number of
      shares to satisfy the right of purchase herein provided for. All shares
      which shall be issued upon the exercise of the right of purchase herein
      provided for, upon payment therefore of the amount at which such shares
      may be purchased pursuant to the provisions hereof, shall be and be deemed
      to be fully paid and non-assessable and free from all taxes, liens and
      charges with respect to the issue thereof.

5.    The Company covenants and agrees that so long as this Warrant is
      outstanding, in whole or in part, it will not:

      (a)   pay any dividends payable in shares of the capital of the Company on
            the shares of the same class as those in respect of which the right
            to purchase herein is then given, or

      (b)   give rateably to holders of shares in the capital of the company of
            the same class as those in respect of which the right to purchase
            herein is then given rights or warrants to subscribe for additional
            shares in the capital of the Company, or

      (c)   make any repayment of capital on any of the shares of the capital of
            the Company of the same class as those in respect of which the right
            to purchase herein is then given, or

      (d)   consolidate, amalgamate or merge with any company or corporation, or
            sell or lease the whole or substantially the whole of its assets or
            undertaking or terminate its corporate existence, or

      (e)   subdivide, consolidate, change or reclassify any shares in the
            capital of the Company, or

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      (f)   distribute to holders of shares in the capital of the Company, any
            class of shares or rights, options or warrants (other than those
            referred to above or granted by the Company as of the date hereof)
            or evidence of indebtedness or property (excluding cash dividends
            paid in the ordinary course), unless and until it shall have given
            at least (fifteen) 15 days' prior written notice to the Warrant
            Holder of its intention so to do and of the particulars (including,
            in each case, the record date therefor) of any such dividend and/or
            the right to subscribe for additional shares and/or of the repayment
            of capital on its shares, as the case may be, and/or the general
            terms (including the record date for determining the persons
            entitled to attend any meeting of shareholders held for the purpose
            of approving or confirming the same) of any such consolidation,
            amalgamation or merger with any other company or corporation or the
            sale or lease of the whole or substantially the whole of its assets
            or undertaking, and/or of such subdivision, consolidation, change or
            reclassification, as the case may be and/or of such distribution.

            The Company further covenants and agrees that it will not within the
            said (fifteen) 15 day period take any corporate action which might
            deprive the Warrant Holder of the opportunity of exercising the
            right to purchase shares of the capital of the Company during such
            (fifteen) 15 day period and thereby to participate as a shareholder
            in or with respect to any of the aforementioned matters.

6.    If at any time after the date hereof and prior to the Expiry Time there
      shall be a reclassification of the Common Shares outstanding at any time
      or change of the Common Shares into other shares or securities, or any
      other capital reorganisation except as described in Section 8, or a
      consolidation, amalgamation or merger of the Company with or into any
      other corporation (other than a consolidation, amalgamation or merger
      which does not result in any reclassification of outstanding Common Shares
      or a change of the Common Shares into other shares or securities), or a
      transfer of the undertaking or assets of the Company as an entirety or
      substantially as a entirety to another corporation or other entity (any of
      such events being called a "Capital Reorganisation"), the Warrant Holder
      shall thereafter be entitled to receive upon exercise of this Warrant, and
      shall accept for the same aggregate consideration, in lieu of the number
      of Common Shares to which it was theretofore entitled upon such exercise,
      the kind and amount of shares or other securities or property which it
      would have been entitled to receive as a result of such Capital
      Reorganisation if, on the effective date thereof, it had been the
      registered holder of the number of Common Shares to which it was
      theretofore entitled upon such exercise.

7.    If at any time after the date hereof and prior to the Expiry Time any
      adjustment in the Exercise Price shall occur as a result of an event
      referred to in section 8, then the number of Common Shares purchasable
      upon the subsequent exercise of this Warrant shall be simultaneously
      adjusted by multiplying the number of Common Shares purchasable upon the
      exercise of this Warrant immediately prior to such adjustment by a
      fraction which shall be the reciprocal of the fraction employed in the
      adjustment of the Exercise Price. To the extent that any adjustment in
      subscription rights occurs pursuant to this Section 7 as a result of a
      distribution of exchangeable or convertible securities referred to in
      section 8, the number of Common Shares purchasable upon exercise of this
      Warrant shall be readjusted immediately after the expiration of any

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      relevant exchange, conversion or exercise right to the number of Common
      Shares which would be purchasable based upon the number of Common Shares
      actually issued and remaining issuable immediately after such expiration,
      and shall be further readjusted in such manner upon expiration of any
      further such right.

      For the purposes of Sections 7 and 8 hereof,

      "dividend in the ordinary course" means a dividend paid on the Common
      Shares in any financial year of the Company, whether in (1) cash, (2)
      securities of the Company, including rights, options or warrants to
      purchase any securities of the Company or property or other assets of the
      Company, or (3) property or other assets of the Company, to the extent
      that the amount or value of such dividend together with the amount or
      value of all other dividends theretofore paid during such financial year
      on all of the outstanding Common Shares (any such securities, property or
      other assets so distributed to be valued at the fair market value of such
      securities, property or other assets, as the case may be, as determined by
      the directors acting reasonably which determination shall be conclusive)
      does not exceed 100% of the consolidated net income of the Company before
      extraordinary items as certified by the Company to the Warrant Holder (but
      after dividends payable on all shares ranking prior to or on a parity with
      respect to the payment of dividends with the Common Shares) for the period
      of twelve (12) consecutive months ended immediately prior to the first day
      of such financial year (such consolidated net income, extraordinary items
      and dividends to be as shown in the audited consolidated financial
      statements of the Company for such period of twelve (12) consecutive
      months or, if there are no audited financial statements for such period,
      computed in accordance with generally accepted accounting principles,
      consistent with those applied in the preparation of the most recent
      audited financial statements of the Company).

8.    The Exercise Price in effect at any date shall be subject to adjustment
      from time to time as follows:

      If and whenever at any time after the date hereof and prior to the Expiry
      Time, the Company shall:

      (a)   subdivide the outstanding Common Shares into a greater number of
            Common Shares;

      (b)   consolidate the outstanding Common Shares into a lesser number of
            Common Shares; or

      (c)   make any distribution, other than by way of a dividend in the
            ordinary course, to the holders of all or substantially all of the
            outstanding Common Shares payable in Common Shares or securities
            exchangeable for or convertible into Common Shares (any of such
            events being called a "Common Share Reorganisation"), the Exercise
            Price shall be adjusted effective immediately after the effective
            date or record date, as the case may be, on which the holders of
            Common Shares are determined for the purpose of the Common Share
            Reorganisation by multiplying the Exercise Price in effect
            immediately prior to such effective date or record date by a
            fraction, the numerator of which shall be the number of

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            Common Shares outstanding on such effective date or record date
            before giving effect to such Common Share Reorganisation and the
            denominator of which shall be the number of Common Shares
            outstanding immediately after giving effect to such Common Share
            Reorganisation including, in the case where securities exchangeable
            for or convertible into Common Shares are distributed, the number of
            Common Shares that would have been outstanding had such securities
            been exchanged for or converted into Common Shares on such record
            date.

9.    (a)   In any case in which Sections 6 to 8, inclusive, shall require that
            an adjustment shall become effective immediately after a record date
            for an event referred to herein, the Company may defer, until the
            occurrence of such event:

            (i)   issuing to the Warrant Holder in respect of any exercise of
                  this Warrant after such record date and before the occurrence
                  of such event the additional Common Shares issuable upon such
                  exercise by reason of the adjustment required by such event;
                  and

            (ii)  delivering to the Warrant Holder any distributions declared
                  with respect to such additional Common Shares after such
                  exercise date and before such event,

                  provided, however, that the Company shall deliver to the
                  Warrant Holder an appropriate instrument evidencing the
                  Warrant Holder's rights upon the occurrence of the event
                  requiring the adjustment, to an adjustment in the Exercise
                  Price or the number of Common Shares purchasable upon exercise
                  of this Warrant and to such distributions declared with
                  respect to any such additional Common Shares issuable on the
                  exercise of this Warrant.

      (b)   The adjustments provided for herein are cumulative; shall, in the
            case of adjustments to the Exercise Price, be computed to the
            nearest one-tenth of one cent; and shall apply (without duplication)
            to successive subdivisions, consolidations, distributions, issuances
            or other events resulting in any adjustment under the provisions
            hereof; provided that, notwithstanding any other provision hereof,
            provided that notwithstanding any other provision hereof, no
            adjustment of the Exercise Price shall be required unless such
            adjustment would require an increase or decrease of at least 1% in
            the Exercise Price then in effect and no adjustment shall be made in
            the number of Common Shares purchasable on the exercise of a Warrant
            unless it would result in a change of at least one share (provided,
            however, that any adjustments which by reason of this Subsection
            9(2) are not required to be made shall be carried forward and taken
            into account in any subsequent adjustment).

      (c)   In the event of any question arising with respect to the adjustments
            provided herein such question shall be conclusively determined by a
            firm of chartered accountants appointed by the Company and
            acceptable to Warrant Holder (who may be the Company's auditors);
            such accountants shall have access to all necessary records of the
            Company and such determination shall be binding upon the Company and
            the Warrant Holder. In the event that any such determination is
            made, the Company shall deliver a certificate to the Warrant Holder
            describing such determination.

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      (d)   No adjustment in the Exercise Price or in the number of Common
            Shares purchasable upon exercise of this Warrant shall be made in
            respect of any event described herein, other than the events
            referred to in clauses (i) and (ii) of section 8, if the Warrant
            Holder is entitled to participate in such event on the same terms
            mutatis mutandis as if it had exercised this Warrant prior to or on
            the effective date or recorded date of such event.

      (e)   In case the Company after the date of this Warrant shall take any
            action affecting the Common Shares, other than action described
            herein, which in the opinion of the directors of the Company would
            materially affect the rights of the Warrant Holder hereunder, the
            Exercise Price or the number of Common Shares purchasable upon
            exercise of this Warrant shall be adjusted in such manner, if any,
            and at such time, by such action by the directors, as they, in their
            sole discretion, may determine to be equitable in the circumstances.
            Failure of the directors to make an adjustment in accordance with
            this Subsection 9(5) shall be conclusive evidence that the directors
            have determined that it is equitable to make no adjustment in the
            circumstances. In the event that any such adjustment is made, the
            Company shall deliver a certificate to the Warrant Holder describing
            such adjustment.

      (f)   If the Company shall set a record date to determine the holders of
            the Common Shares for the purpose of entitling them to receive any
            issue or distribution or for the issue of any rights, options or
            warrants and shall thereafter and before such distribution or issue
            to such shareholders legally abandon its plan to make such
            distribution or issue, then no adjustment in the Exercise Price of
            the number of Common Shares purchasable upon exercise of this
            Warrant shall be required by reason of the setting of such record
            date.

      (g)   As a condition precedent to the taking of any action which would
            require an adjustment pursuant to Sections 6, 7 or 8, the Company
            shall take any action which may, in the opinion of its counsel, be
            necessary in order that the Company may validly and legally issue as
            fully paid and non-assessable all the Common Shares which the
            Warrant Holder is entitled to receive on the full exercise thereof
            in accordance with the provisions hereof.

      (h)   (i) At least fifteen (15) days prior to the effective date or record
            date, as the case may be, of any event which, if implemented, will
            require an adjustment in any of the subscription rights pursuant to
            this Warrant, including the Exercise Price and the number of Common
            Shares which are purchasable upon the exercise thereof, the Company
            shall give notice to the Warrant Holder of the particulars of such
            event and, if determinable, the required adjustment.

            (ii)  In case any adjustment for which a notice in Subsection (i)
                  has been given is not then determinable, the Company shall
                  promptly after such adjustment is determinable give notice to
                  the Warrant Holder of the adjustment.

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            (iii) Where a notice in Subsection 9(b) (i) or (ii) has been given,
                  the Warrant Holder shall be entitled to rely absolutely on any
                  adjustment calculation of the Company or the Company's
                  auditor.

10.   In the event that the Warrant Holder exercises less than all of the rights
      to purchase shares of the Company conferred hereby, the Company shall,
      upon surrender of this Warrant and payment (as provided in section 1
      hereof), issue to the Warrant Holder a replacement Warrant evidencing the
      rights remaining unexercised.

11.   The Company covenants and agrees that it will do, execute, acknowledge and
      deliver, or cause to be done, executed, acknowledged and delivered, all
      and every such other acts, deeds and assurances as the Warrant Holder
      shall reasonably require for the better accomplishing and effectuating of
      the intentions and provisions of this Warrant.

12.   Time shall be of the essence hereof.

13.   This Warrant shall be construed in accordance with the laws of the
      Province of Ontario and shall be treated in all respects as an Ontario
      contract.

14.   Any notice required or permitted to be given hereunder shall be in writing
      and may be given by mailing the same postage prepaid or delivering the
      same addressed to the Company at:

                           1410 - 181 University Avenue
                           Toronto ON M5H 3M7

      and to the Warrant Holder at:

                           <<fullname>>
                           <<address>>

      Any notice aforesaid if delivered shall be deemed to have been given or
      make on the date on which it was delivered or if mailed, shall be deemed
      to have been given on the third business day following the day on which it
      was mailed. Either of the parties hereto may change its address for
      service from time to time by notice given in accordance with the
      foregoing.

15.   This Warrant shall enure to the benefit of the Warrant Holder and be
      binding upon the Company and their respective successors and permitted
      assigns.

16.   This Warrant is not transferable by the Warrant Holder without the prior
      express consent of the Board of Directors of the Company.

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      IN WITNESS WHEREOF The Buck-A-Day Company Inc. (the "Company") has caused
this Warrant to be signed by its duly authorised officer as of the 1st day of
October, 2001.

                                            THE BUCK-A-DAY COMPANY INC.


                                            Per: "ED LABUICK"
                                                 -------------------------------
                                                 ED LABUICK        A.S.O.