f8k071807ex4x_redmile.htm


    Exhibit
      4.10

     

    This
      Warrant and the securities issuable upon conversion of this warrant have not
      been registered under the Securities Act of 1933, as amended (the "Act"), or
      under the securities laws of applicable states.  These securities are
      subject to restrictions on transferability and resale and may not be transferred
      or resold except as permitted under the Act and the applicable state securities
      laws pursuant to registration or exemption therefrom.

    


    Unless
      permitted under securities legislation, the holder of this security must not
      trade the security before the date that is four (4) months and a day after
      the
      later of June 26, 2007 and the date the Corporation became a reporting issuer
      in
      any province or territory of Canada.

    


    RED
      MILE ENTERTAINMENT, INC.

    (Incorporated
      under the laws of the State of Delaware)

    


    FORM
      OF SHARE PURCHASE WARRANT

    


    THIS
      IS TO CERTIFY THAT

    


    l

    


    of

    


    l

    


    (hereinafter
      referred to as the "holder") is the owner of l share purchase
      warrants
      ("Warrants") in respect of each of which the holder is entitled to acquire
      in
      the manner and subject to the restrictions and adjustments set forth herein,
      one
      fully paid and non-assessable common share ("Share") of Red Mile Entertainment,
      Inc. (the "Corporation") for US$2.75 (the "Exercise Price") per
      Share.

    


    The
      Warrants will be exercisable at any time and from time to time until 4:30 p.m.
      (Calgary time) (the "Time of Expiry") on July 17, 2009 (the "Expiry
      Date").

    


    The
      right
      to acquire Shares may only be exercised by the holder to the extent and within
      the times set forth above by:

    


    
      	
              (a)  

            	
              duly
                completing and executing the Exercise Form attached hereto;
                and

            


    

    


    
      	
              (b)  

            	
              surrendering
                this Certificate and the Exercise Price in respect of each Share
                subscribed for, by cash or certified cheque, bank draft or money
                order in
                lawful money of the United States of America, payable to the Corporation,
                to the Corporation at the principal office of the Corporation located
                at
                4000 Bridgeway, Suite 101 Sausalito, California,
                95965.

            


    

    


    This
      Certificate, the Exercise Form attached hereto, and such payment shall be deemed
      to be surrendered only upon personal delivery thereof or, if sent by mail or
      other means of transmission, upon actual receipt thereof by the Corporation
      at
      the office referred to above.

    


    Upon
      surrender as aforesaid, the holder shall be deemed for all purposes to be the
      holder or holders of record of such Shares and the Corporation will cause a
      certificate or certificates representing such Shares to be delivered or mailed
      to the person or persons at the address or addresses specified in the Exercise
      Form within five business days.  The certificate may bear a legend
      restricting the transfer of the Shares for the balance on any hold period
      imposed under applicable securities laws.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    The
      holder may acquire any lesser number of Shares than the number of Shares which
      may be acquired for the Warrants represented by this Certificate. In such event,
      the holder shall be entitled to receive a new Certificate for the balance of
      the
      Shares which may be acquired. No fractional Shares will be
      issued.

    


    The
      rights of the holder, including the number of Shares issuable upon exercise
      of a
      Warrant and the Exercise Price, shall be subject to adjustment as set forth
      in
      Appendix A hereto.

    


    At
      the
      Time of Expiry, the right of a holder to acquire Shares represented hereby
      will
      expire and the Warrants will be void and of no further effect.

    


    The
      holding of the Warrants evidenced by this Certificate shall not constitute
      the
      holder a shareholder of the Corporation or entitle the holder to any right
      or
      interest in respect thereof except as expressly provided and in this
      Certificate.

    


    The
      Warrants represented by this Certificate and this Certificate are transferable
      by the holder without the prior consent of the Corporation.  In the
      event of such transfer, each transferee shall be entitled to receive from the
      Corporation a certificate representing the Warrants so transferred upon
      presentation to the Corporation of this certificate together with a duly
      executed assignment in the form attached hereto.

    


    Time
      shall be of the essence hereof.

    


    IN
      WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed
      by its duly authorized officers as of July _________, 2007.

    


    


    RED
      MILE ENTERTAINMENT,
      INC.

    


    


    


    Per:____________________________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXERCISE
      NOTICE

     

    TO:RED
      MILE ENTERTAINMENT, INC.

     

    Terms
      used herein and not otherwise defined shall have the meanings ascribed thereto
      in the Warrant certificate delivered herewith.

     

    The
      undersigned hereby irrevocably exercises the right to acquire
      ______________________________ Shares in accordance with and subject to the
      provisions of the accompanying Warrant certificate and encloses or delivers
      herewith payment in the amount of $_____________________, representing the
      aggregate subscription price.

     

    The
      Shares are to be issued as follows:

     

     

                    

      Name:
        

      

    

    (print
      clearly)

     

    Address
      in full:
      

    

     

    
      

    

     

    
      Number
        of
        Shares:
        

      



     

    


     

    DATED
      as
      of    _________________________________,
      200_____.

     

    
      	 	 	
              (signature
                of Holder)

            
	 	 	 
	 	 	 
	 	 	
              print
                full name

               

               

            
	 	 	 
	 	 	 
	 	 	
              print
                full address

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    INSTRUCTIONS
      FOR EXERCISE

    


    The
      above
      form of exercise notice is to be signed by the holder, whether the registered
      holder or any valid assignee.  Signature to the exercise notice as
      signed by the registered holder must correspond in every particular with the
      name written upon the face of the warrant or, if the exercise notice is signed
      by an assignee, must correspond in every particular with the name of the
      assignee shown on the assignment.  If more than one person holds the
      warrant jointly all must sign.

    


    Any
      signature may be by an agent or attorney if the authority of the agent or
      attorney to sign is proven to the satisfaction of the Corporation. No fraction
      of warrants may be bought or sold.

    


    This
      form
      of exercise notice must be signed and surrendered at the office of the
      Corporation at the address set out on the face page of the Warrant
      certificate.

    


    Upon
      surrender, the Corporation will issue to the person or persons named in the
      exercise notice the number of Shares set forth in the exercise notice and such
      persons will be shareholders of the Corporation in respect of the Shares as
      at
      the date of surrender and payment.  As soon as practicable after
      surrender and payment the Corporation will mail to such persons at the address
      or addresses specified in the exercise notice a certificate or certificates
      evidencing the Shares to which the holder is entitled.  If the holder
      exercises a lesser number of Warrants than the number of Warrants represented
      by
      the Warrant certificate, the Holder shall be entitled to receive a further
      Warrant certificate in respect of Shares represented by the original Warrant
      certificate but not exercised by the holder.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto
      ________________________ the within warrant and all rights represented thereby
      and does hereby irrevocably constitute and appoint ________________________
      to
      enter the same on the books of Red Mile Entertainment, Inc. with full power
      of
      substitution in the premises.

    


    DATED
      the
      ____ day of ________________, 200__.

    


    


    _______________________________                _______________________________

    (Signature
      of
      Guarantor)                                                                                     (Signature
      of assignor)

    


    


    INSTRUCTIONS
      FOR ASSIGNMENT

    


    The
      signature on the foregoing assignment must correspond with the name written
      on
      the face of the warrant in every particular without alteration or enlargement
      or
      any change whatever and must be guaranteed by a Canadian chartered bank or
      by
      some other person satisfactory to the Corporation.  Assignments may be
      made to one assignee only unless the assignment be to a joint
      account.  To assign to more persons than one for separate accounts the
      warrant should be first split into warrants of smaller
      denominations.

    


    In
      the
      case of a person signing by agent or attorney, the authority of the agent or
      attorney to sign must be proven to the satisfaction of the
      Corporation.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    APPENDIX
      A

    


    [NTD:
      Adjustment provisions from agency agreement to be inserted upon
      finalization]