Ireland Inc.: Exhibit 4.1 - Filed by newsfilecorp.com





THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS, AND HAVE BEEN AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.

CONVERSION OR EXERCISE OF THE SECURITIES REPRESENTED HEREBY
IS EXPRESSLY MADE SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS.


IRELAND INC. 
A NEVADA
CORPORATION 

SPECIAL WARRANT CERTIFICATE 

	Special Warrant Cert. No.:
{Cert. No.} 	
      {No. of Special Warrants} Special
      Warrants, entitling the Holder to acquire, subject to
      adjustment, one Unit of the Corporation for each Special
      Warrant represented hereby. 



CERTIFICATE NUMBER 026716-001 

«IssueDate» 

THIS IS TO CERTIFY THAT, for value received,
{WARRANTHOLDER NAME} of {Street, City, State, Zip} (the “Holder”), is
entitled, without any further payment therefor, to acquire in the manner and
subject to the terms, conditions, restrictions, alternative conversion rights
and adjustments set forth herein, during the Special Warrant Exercise Period,
one (1) Unit for each Special Warrant represented hereby.

The Special Warrants represented hereby are part of a series of
special warrants originally issued by the Corporation on the Original Issue
Date.

Unless otherwise specifically defined herein, capitalized terms
shall have the meaning set forth in Section 1 herein. 

1.          
Definitions: 

For purposes of this Special Warrant Certificate, unless
otherwise specifically defined herein, the following terms shall have the
following meanings: 

	 	(a) 	
      “Common Stock” means the common stock of the Corporation,
      par value $0.001 per share.

	 	 	 
	 	(a) 	
      “Common Stock Equivalent” means any securities of the
      Corporation that entitles the holder thereof to acquire at any time shares
      of Common Stock, including, without limitation, any debt, preferred stock,
      right, option, warrant or other instrument that is at any time convertible
      into or exercisable or exchangeable for, or otherwise entitles the holder
      thereof to receive, shares of Common Stock.

	 	 	 
	 	(b) 	
      “Original Issue Date” means [insert close
      date].

	 	 	 
	 	(c) 	
      “Qualified Financing” means a transaction or any number
      of transactions following the Original Issue Date that involve the sale by
      the Corporation of (i) shares of Common Stock, or (ii) shares of Common
      Stock together with any Common Stock Equivalents, whereby the gross
      proceeds received by the Corporation from such transactions totals
      $7,000,000 or more, including any sales of Common Stock resulting from
      the exercise or conversion of any Common Stock Equivalents (including, but
      not limited to, Common Stock Equivalents outstanding as of the Original
      Issue Date). By way of example, if, following the Original Issue Date, the
      Corporation completes a sale of shares of Common Stock for total proceeds
      of $7,000,000, such sale shall be deemed to be a “Qualified Financing.”
      Alternatively, if, following the Original Issue Date, the Corporation
      completes a sale of shares of Common Stock for gross proceeds of
      $5,000,000 (Transaction A), and subsequently Common Stock Equivalents are
      exercised, resulting in gross proceeds to the Corporation of $4,000,000
      (Transaction B), Transaction A and Transaction B shall, together, be
      deemed to be a Qualified Financing, notwithstanding that the total gross
      proceeds of such transaction exceeds $7,000,000 and regardless of whether
      Transaction A and Transaction B are completed at the same price per share.
      For purposes hereof, where a Qualified Financing consists of more than one
      transaction, the closing date of the Qualified Financing shall be deemed
      to be the closing date of the latest transaction forming part of the
Qualified Financing.








	IRELAND INC. 	2 	 
	Special Warrant
      Certificate 	  	 



	 	(d) 	
      “Special Warrants” means the series of Special Warrants
      issued by the Corporation on the Original Issue date, of which the Special
      Warrants represented hereby form a part.

	 	 	 
	 	(e) 	
      “Special Warrant Subscription Price” means $0.20 per
      Special Warrant.

	 	 	 
	 	(f) 	
      “Special Warrant Exercise Period” means the period
      beginning on the Original Issue Date and ending on the earlier of (i)
      March 31, 2015; (ii) the date that is the one (1) month anniversary of the
      closing date of a Qualified Financing, if any; and (iii) the date that the
      conversion rights set out in Section 2 or Section 3 are
  exercised.

	 	 	 
	 	(g) 	
      “Subscription Agreement” means the subscription agreement
      for the Special Warrants represented hereby between the Corporation and
      original subscriber of such Special Warrants.

	 	 	 
	 	(h) 	
      “Subsequent Equity Financing” means any sale by the
      Corporation of shares of Common Stock, Common Stock Equivalents or any
      combination of shares of Common Stock and Common Stock Equivalents, made
      after the Original Issue Date, but shall not include any sale or other
      issuance of:





	 	(i) 	
      shares of Common Stock or Common Stock Equivalents to
      employees, officers, consultants or directors of the Corporation pursuant
      to any stock option plan or stock incentive plan of the Corporation in
      effect on the Original Issue Date on the terms in effect on the Original
      Issue Date;

	 	 	 
	 	(ii) 	
      any securities of the Corporation upon the exercise,
      exchange or conversion of the Special Warrants represented
  hereby;

	 	 	 
	 	(iii) 	
      any securities of the Corporation upon the exercise,
      exchange or conversion of any Common Stock Equivalent granted or issued on
      or prior to the Original Issue Date (provided that such Common Stock
      Equivalent has not been modified or amended since the Original Issue Date
      to increase the number of securities issuable on exercise, exchange or
      conversion thereof or to decrease the exercise, exchange or conversion
      price thereof);

	 	 	 
	 	(iv) 	
      securities issued in connection with any event set out in
      Section 8 hereof.




	 	(i) 	
      “Unit” means one (1) unit consisting of one (1) Unit
      Share and one (1) Unit Warrant.

	 	 	 
	 	(j) 	
      “Unit Share” means one (1) share of Common Stock
      comprising a portion of a Unit.








	IRELAND INC. 	3	 
	Special Warrant
      Certificate 	 	 




	 	(k) 	
      “Unit Warrant” means one (1) share purchase warrant
      entitling the holder thereof to purchase one (1) Unit Warrant Share at the
      Unit Warrant Exercise Price for the Unit Warrant Term, and substantially
      in the form, and subject to the terms and conditions, attached as Schedule
      “C” to the Subscription Agreement.

	 	 	 
	 	(l) 	
      “Unit Warrant Exercise Price” means $0.40 per
    share.

	 	 	 
	 	(m) 	
      “Unit Warrant Share” means one (1) share of Common Stock
      issuable upon exercise of the Unit Warrants.

	 	 	 
	 	(n) 	
      “Unit Warrant Term” means the period beginning on the
      Original Issue Date and ending at 5:00PM Pacific Time on March 29,
      2019.



2.          
Conversion of Special Warrants. 

At any time during the Special Warrant Exercise Period, all,
but not less than all, of the Special Warrants represented hereby may be
converted into Units on the basis of one (1) Unit for every one (1) Special
Warrant represented hereby. To exercise the conversion rights set forth in this
Section 2, the Holder shall surrender to the Corporation this Special Warrant
Certificate with the annexed Notice of Conversion Form duly completed and
executed, and, upon receipt thereof, the Holder shall be entitled to receive a
certificate for the Unit Shares and the Unit Warrants so issuable upon
conversion. 

3.          
Alternate Conversion Right. 

	 	(a) 	
      Subject to the provisions of this Section 3, if, at any
      time during the Special Warrant Exercise Period, the Corporation shall
      complete a Subsequent Equity Financing, the Holder shall have the right,
      but not the obligation to, convert all, but not less than all, of the
      Special Warrants represented hereby into that number of shares of Common
      Stock and Common Stock Equivalents that the Holder would have been
      entitled to had the Holder subscribed or otherwise participated in such
      Subsequent Equity Financing at an aggregate subscription price equal to
      the product of the total number of Special Warrants represented hereby
      times the Special Warrant Subscription Price.

	 	 	 
	 	(b) 	
      In order to exercise the alternate conversion rights
      provided by this Section 3 with respect to a particular Subsequent Equity
      Financing, the Holder shall be required surrender to the Corporation this
      Special Warrant Certificate with the annexed Notice of Conversion Form
      duly completed and executed, on or before 5:00PM Pacific Time on the 1
      month anniversary of the closing date of such Subsequent Equity Financing.
      Failure to deliver such documents to the Corporation by the date and time
      set forth in this Section 3(b) shall result in the alternate conversion
      rights set forth in this Section 3 ceasing to be available with respect to
      such Subsequent Financing.

	 	 	 
	 	(c) 	
      The Holder expressly agrees that any Common Stock and
      Common Stock Equivalents received as a result of exercising the alternate
      conversion rights provided by this Section 3 shall be subject to
      substantially the same terms and conditions as if the Holder had directly
      subscribed for or otherwise directly participated in such Subsequent
      Equity Financing, including any restrictions, covenants, conditions,
      qualifications, adjustments, agreements or other provisions set out in the
      transaction documents to such Subsequent Equity Financing (including the
      terms and conditions of any Common Stock Equivalents issued as a part
      thereof), and the Holder agrees to execute such additional documents or
      agreements as may reasonably be required to evidence its agreement
      thereto. Notwithstanding the generality of the forgoing, any restrictions
      on transfer or resale required under applicable securities laws as set out
      in the transaction documents to such Subsequent Equity Financing
      (including the calculation of any hold periods required under applicable
      securities laws) shall be determined as such laws apply to the
    Holder.









	IRELAND INC. 	4	 
	Special Warrant
      Certificate 	 	 


4.          
Automatic Conversion Upon Expiration of Special Warrant Exercise Period.


If the Holder has not, previously exercised the conversion
rights set forth in Section 2 or Section 3 hereof, then immediately prior to the
expiration of the Special Warrant Exercise Period, the Special Warrants
represented hereby shall automatically be deemed to be converted into Units on
the basis of one (1) Unit for every one (1) Special Warrant represented hereby,
without any further act of or consideration from the Holder, and thereafter this
Special Warrant Certificate and each of the Special Warrants represented hereby
will expire and become null and void. For greater certainty, the Holder shall
not be required to surrender this Special Warrant Certificate or provide a
Notice of Conversion form for the automatic conversion provisions of this
Section 4 to apply. The Corporation will, as soon as practicable after an
automatic conversion set forth in this Section 4, cause to be delivered to the
Holder, at the address of the Holder set forth above, certificates representing
the Unit Shares and Unit Warrants to which the Holder is entitled upon such
automatic conversion. 

5.          
Reservation of Shares. 

The Corporation hereby agrees that, at all times during the
Special Warrant Exercise Period, there shall be reserved for issuance a
sufficient number of shares of Common Stock to enable the Corporation to satisfy
its obligations to issue Unit Shares upon a conversion of the Special Warrants
represented hereby for Units, and to issue Unit Warrant Shares upon an exercise
of Unit Warrants issuable upon such a conversion of the Special Warrants for
Units. 

6.          
Mutilation or Loss of Special Warrant Certificate 

Upon receipt by the Corporation of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Special Warrant
Certificate, and (in the case of loss, theft or destruction) receipt of
reasonably satisfactory indemnification, and (in the case of mutilation) upon
surrender and cancellation of this Special Warrant Certificate, the Corporation
will execute and deliver a new Special Warrant Certificate of like tenor and
date and any such lost, stolen, destroyed or mutilated Special Warrant
Certificate shall thereupon become void. 

7.          
No Rights as Shareholder 

The Holder shall not, by virtue hereof or the Special Warrants
represented hereby, be entitled to any rights as a stockholder in the
Corporation, including, without limitation, the right to vote at, or receive
notice or attend, meetings of the stockholders of the Corporation or to receive
dividends or other distributions, either at law or equity, and the rights of the
Holder are limited to those expressed in this Special Warrant Certificate and
are not enforceable against the Corporation except to the extent set forth
herein. 

8.          
Adjustment for Stock Dividends, Stock Splits, Reclassifications, Mergers,
Etc.

The number of Units to which the Holder is entitled upon the
conversion of the Special Warrants represented hereby shall be subject to
adjustment in the events and in the manner following: 

	 	(a) 	
      If and whenever the shares of Common Stock at any time
      outstanding shall be subdivided into a greater, or consolidated into a
      lesser, number of shares, the number of Units to which the Holder is
      entitled upon a conversion of the Special Warrants represented hereby for
      Units shall be decreased or increased proportionately as the case may
      be.

	 	 	 
	 	(b) 	
      In case of any capital reorganization or of any
      reclassification of the capital of the Corporation or in case of the
      consolidation, merger or amalgamation of the Corporation with or into any
      other company, the Special Warrants represented hereby shall, after such
      capital reorganization, reclassification of capital, consolidation, merger
      or amalgamation, confer the right to receive:








	IRELAND INC. 	5	 
	Special Warrant
      Certificate 	 	 




	 	(i) 	
      the number of shares or other securities of the
      Corporation or of the Corporation resulting from such capital
      reorganization, reclassification, consolidation, merger or amalgamation,
      as the case may be, to which the Holder would have been entitled had such
      Holder exercised its right to convert the Special Warrants represented
      hereby for Units immediately prior to such capital reorganization,
      reclassification of capital, consolidation, merger or amalgamation;
    and

	 	 	 
	 	(ii) 	
      the number of share purchase warrants or other securities
      or rights conferring the Holder the right to purchase from the Corporation
      that number of shares or other securities of the Corporation or of the
      Corporation resulting from such capital reorganization, reclassification,
      consolidation, merger or amalgamation, as the case may be, that the Holder
      would have been entitled to purchase had such Holder exercised its right
      to convert the Special Warrants represented hereby for Units immediately
      prior to such capital reorganization, reclassification of capital,
      consolidation, merger or amalgamation.




	 		
      For greater clarity, it is the intention of the Holder
      and the Corporation that, on such capital reorganization,
      reclassification, consolidation, merger or amalgamation appropriate
      adjustments shall be made in the application of the provisions set forth
      herein with respect to the rights and interest thereafter of the Holder of
      the Special Warrants represented hereby so that the provisions set forth
      herein shall thereafter be applicable as nearly as may reasonably be in
      relation to any shares or other securities thereafter deliverable on the
      conversion of the Special Warrants represented hereby.

	 	 	 
	 	(c) 	
      In the event of any dispute as to the adjustments to be
      made as a result of the provisions of this Section 8, a determination of
      the board of directors of the Corporation, acting reasonably and in good
      faith, as to the appropriate adjustments to be made with respect thereto
      shall be deemed final and binding on the Corporation and the
  Holder.

	 	 	 
	 	(d) 	
      The adjustments provided for in this Section 8 are
      cumulative.




	9. 	
      Securities Matters.

	 	 	 	 
		(a) 	
      The Special Warrants represented hereby and the Units or
      other securities issuable upon the conversion of such Special Warrants
      have not been registered under the Securities Act of 1933, as amended,
      (the “Securities Act”) and have been issued to the Holder for investment
      purposes and not with a view to the distribution of such Special Warrants,
      Units or other securities. Each certificate for the Unit Shares, Unit
      Warrants, Unit Warrant Shares or other securities issued or issuable upon
      conversion of the Special Warrants represented hereby shall contain a
      legend on the face thereof, in form and substance satisfactory to legal
      counsel for the Corporation, setting forth the restrictions on transfer
      contained in this Section or such other legends as the Corporation’s legal
      counsel may deem advisable for the purposes of complying with applicable
      law. The Holder understands that the Special Warrants represented hereby
      and the Unit Shares, Unit Warrants, Unit Warrant Shares or other
      securities issued or issuable upon conversion of the Special Warrants
      represented hereby constitute “restricted securities” under the Securities
      Act and acknowledges that Rule 144 of the Securities and Exchange
      Commission is not now, and may not in the future be, available for resale
      of such securities. By acceptance of this certificate, the Holder
      acknowledges and agrees that:

	 	 	 	 
			(i) 	
      The Holder is acquiring such securities for its own
      account for investment, with no present intention of dividing its interest
      with others or of reselling or otherwise disposing of all or any portion
      of the same;

	 	 	 	 
			(ii) 	
      The Holder does not intend any sale of such securities
      either currently or after the passage of a fixed or determinable period of
      time or upon the occurrence or non- occurrence of any predetermined event
      or circumstance;








	IRELAND INC. 	6	 
	Special Warrant
      Certificate 	 	 




	 	(iii) 	
      The Holder has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of such
  securities;

	 	 	 
	 	(iv) 	
      The Holder is not aware of any circumstances presently in
      existence which are likely in the future to prompt a disposition of such
      securities;

	 	 	 
	 	(v) 	
      Such securities were offered to the Holder in direct
      communication between the Holder and the Corporation and not through any
      advertisement of any kind; and

	 	 	 
	 	(vi) 	
      The Holder has the financial means to bear the economic
      risk of the investment which it hereby agrees to
make.




	 	(b) 	
      All certificates representing Unit Shares, Unit Warrants,
      Unit Warrant Shares or other securities issued or issuable upon conversion
      of the Special Warrants represented hereby will be endorsed with a legend
      substantially as follows or such similar or other legends as deemed
      advisable by the Corporation to ensure compliance with the Securities Act
      and any other applicable laws or regulations:



“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.”

	 	(c) 	
      The Holder will comply with all other applicable
      securities legislation in addition to the Securities Act to which the
      Holder is subject in selling or transferring any Unit Shares, Unit
      Warrants, Unit Warrant Shares or other securities issued or issuable upon
      conversion of the Special Warrants represented hereby and the Corporation
      may refuse to register any sale or transfer not in compliance with such
      other securities legislation.

	 	 	 
	 	(d) 	
      Notwithstanding any other provision of this Special
      Warrant Certificate, the conversion rights set out herein, and the rights
      of the Holder to any Units, Unit Shares, Unit Warrants, Unit Warrant
      Shares or other securities are expressly made subject to compliance with
      all applicable securities laws. No securities will be issued pursuant
      to the provisions hereof or any Special Warrant represented hereby if the
      issuance of such securities would constitute a violation of applicable
      securities laws.



10.        Special
Warrants to Rank Pari Pasu. 

The Special Warrants represented hereby shall rank pari passu
with all other Special Warrants of the same series issued by the Corporation on
the Original Issue Date. 

11.        Amendments to
Special Warrants. 

Any term or condition of the Special Warrants represented
hereby may be amended or waived by written consent or agreement executed by the
Corporation and the registered holders of more than 50% of the then outstanding
Special Warrants. 






	IRELAND INC. 	7	 
	Special Warrant
      Certificate 	 	 


12.        Payment of
Taxes. 

The Corporation shall not be required to pay any tax or other
charge imposed in connection with the conversion of the Special Warrants
represented hereby or a permissible transfer involved in the issuance of any
certificate for any securities issuable upon conversion of the Special Warrants
represented hereby in the name other than that of the Holder, and in any such
case, the Corporation shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the Corporation’s satisfaction that no such tax or other charge
is due. 

13.        Notices


Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon, (a) by personal delivery or
telecopy, or (ii) one business day after deposit with a nationally recognized
overnight delivery service such as Federal Express, with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses, or at such other addresses as a party may designate by
written notice to each of the other parties hereto. 

	CORPORATION: 	IRELAND INC. 
	  	Attention: Douglas D.G. Birnie, 
	  	Chief Executive Officer, President &
      Secretary 
	  	2360 West Horizon Ridge Parkway, Suite 100
  
	  	Henderson, NV 89052 
	  	  
	  	Tel: (702) 932-0353 
	  	  
	with a copy to: 	NORTHWEST LAW GROUP 
	  	Attention: Christian I. Cu 
	  	#704, 595 Howe Street 
	 P.O. Box 35 	P.O. Box 35
	  	Vancouver, BC V6C 2T5 
	  	  
	  	Fax: (604) 687-6650 
	  	  
	HOLDER: 	At the address set forth above.



14.        
Governing Law 

The provisions of this Special Warrant Certificate and the
Special Warrants represented hereby shall be deemed to be a contract made under
the laws of the State of Nevada and for all purposes shall be governed by and
construed in accordance with the laws of the State of Nevada applicable to
contracts to be made and performed entirely within the State of Nevada. 

 

IN WITNESS WHEREOF, the Corporation has caused this
Warrant to be duly executed and delivered by its duly authorized officer. 

IRELAND INC. 
by its authorized signatory: 

 

__________________________________________ 
Douglas D.G.
Birnie 
Chief Executive Officer, President and Secretary 




NOTICE OF CONVERSION FORM 

	TO: 	IRELAND INC. 
	  	A Nevada corporation (the
      “Corporation”) 



	Dear Sirs: 
	 
	The undersigned (the “Subscriber”) hereby exercises the
      right to convert those Special Warrants represented by Special Warrant
      Certificate No. __________________________ (the “Special Warrant
      Certificate”), which Special Warrant Certificate is surrendered herewith,
      according to the terms and conditions set out in such Special Warrant
      Certificate: 
	 
	(check one and only one of the following)
  



	1. [  ]	
      Pursuant to the provisions of Section 2 of the Special
      Warrant Certificate, entitling the Subscriber to receive one (1) Unit for
      every one (1) Special Warrant represented by the Special Warrant
      Certificate; or

	 	 
	2. [  ]	
      Pursuant to the provisions of Section 3 of the Special
      Warrant Certificate, entitling the Subscriber to receive that number of
      shares of Common Stock and Common Stock Equivalents that the Holder would
      have been entitled to had the Subscriber participated in the following
      Subsequent Equity Financing at an aggregate subscription price equal to
      the product of the total number of Special Warrants represented by the
      Special Warrant Certificate times $0.20. (Note: Conversion rights under
      Section 3 are available only if exercised within one (1) month after such
      Subsequent Equity Financing has closed.)

	 	 
		
      Description of Subsequent Equity Financing:

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


Certificates for the securities to be issued to the Subscriber
are to be issued as follows: 

	 	NAME: 	 
	 		(Please Print) 
	 		
	 	ADDRESS: 	 
	 	 	 
	 	 	 
	 	 	 


The Subscriber represents and warrants to the Corporation that:


	(a) 	
      The Subscriber is an “accredited investor” as that term
      is defined in Rule 501 of Regulation D of the Securities Act of 1933 (the
      “Securities Act”)

	 	 
	(b) 	
      The Subscriber has not offered or sold any of the
      securities issuable upon conversion of the Special Warrants within the
      meaning of the Securities Act;

	 	 
	(c) 	
      The Subscriber is acquiring the securities issuable upon
      conversion of the Special Warrants for its own account for investment
      purposes, with no present intention of dividing its interest with others
      or of reselling or otherwise disposing of all or any portion of the
      same;

	 	 
	(d) 	
      The Subscriber does not intend any sale of securities
      issuable upon conversion of the Special Warrants either currently or after
      the passage of a fixed or determinable period of time or upon the
      occurrence or non-occurrence of any predetermined event or
      circumstance;








	(e) 	
      The Subscriber has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of the securities issuable
      upon conversion of the Special Warrants;

	 	 	 
	(f) 	
      The Subscriber is not aware of any circumstances
      presently in existence which are likely in the future to prompt a
      disposition of the securities issuable upon conversion of the Special
      Warrants;

	 	 	 
	(g) 	
      The securities issuable upon conversion of the Special
      Warrants were offered to the Subscriber in direct communication between
      the Subscriber and the Corporation and not through any advertisement of
      any kind;

	 	 	 
	(h) 	
      The Subscriber has the financial means to bear the
      economic risk of the investment which it hereby agrees to make;

	 	 	 
	(i) 	
      This subscription form will also confirm the Subscriber’s
      agreement as follows:

	 	 	 
		(i) 	
      the securities issuable upon conversion of the Special
      Warrants have not been registered under the Securities Act or applicable
      state “Blue Sky” laws and, therefore, such securities may not be resold,
      transferred or hypothecated except pursuant to an effective registration
      statement under the Securities Act and any applicable state “Blue Sky”
      laws, or an opinion of counsel satisfactory to the Corporation to the
      effect that such registration is not necessary. The Corporation will
      refuse to register any sale or transfer of the securities issuable upon
      conversion of the Special Warrants not made in compliance with the
      Securities Act or any other applicable securities laws.

	 	 	 
		(ii) 	
      Only the Corporation can take action to register the
      securities issuable upon conversion of the Special Warrants under the
      Securities Act or applicable state securities law or to comply with the
      requirements for an exemption under the Securities Act or applicable state
      securities law.

	 	 	 
		(iii) 	
      The certificates representing securities issuable upon
      conversion of the Special Warrants will be endorsed with a legend
      substantially as follows or such similar or other legends as deemed
      advisable by the lawyers for the Corporation to ensure compliance with the
      Securities Act and any other applicable laws or
  regulations:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE
OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.” 

Please deliver a special warrant certificate in respect of the
securities referred to in the special warrant certificate surrendered herewith
but not presently subscribed for, to the Subscriber. 

DATED this _______day of
_________________________________________, ________. 

	 	Signature of Subscriber: 	 
	 	 	 
	 	 	 
	 	Name of Subscriber: 	 
	 	 	 
	 	 	 
	 	Address of Subscriber: